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HomeMy WebLinkAboutRDA Packet 2000/10/10 ~{f? -=-..- ~ ~ CllY OF CHUIA VISTA rUDDAY, OCTOBER 10, 2000 COUNCIL CHAMIERS 6:00 P.'" PUBLIC SEIVICD BUILDING (1-IDIATELY FOLLOMNG THE CITY COUNCIL MEnING) REVISED MEETING OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA CALL TO ORDER ROLL CALL Agency Members Davis, Maat, Padilla, Salas, and Chair Hartan CONSENT ITEMS (Item 1) The staff recommendotions regarding the following item(s) listed under the Consent Calendar will be enacted by the Agency by one motion without discussion unless an Agency member, a member of the public or City staff requests that the item be pulled for discussion. If you wish to speak on one of these items, please fill out a "Request to Speak Form" available in the lobby and submit it to the Secretary of the Redevelopment Agency or the City Clerk prior to the meeting. Items pulled from the Consent Calendar will be discussed after Action Items. Items pulled by the public will be the first items of business. 1, AGENCY APPROVING AN AGREEMENT WITH URS GREINER WOODWARD RESOLUTION CLYDE FOR THE CLEAN UP OF A CONTAMINATED HOLDING SITE LOCATED AT 4075 MAIN STREET WITHIN THE OTAY VALLEY ROAD REDEVELOPMENT PROJECT AREA, WAIVING THE CONSULTANT SELECTION PROCESS, AND APPROPRIATING $226,829 FROM THE UNAPPROPRIATED FUND BALANCE OF THE OTAY VALLEY ROAD PROJECT AND $361,367 IN ANTICIPATED GRANT REVENUE TO FUND THE PROJECT-In arder ta generate additianal jobs and revenue in an area currently blighted, the Agency wishes to develop a 1.6 acre site in the Otay Valley Raad Redevelopment Area as an expansion to the Auto Park. The site is unsuitable for development due to its use as a stockpile for cantaminated burn-ash waste. URS, a nationally recognized authority In environmental engineering and consulting, prepared the work plan for the project and has served as the Agency's liaison to regulatory agencies, ensuring approval of the project in a timely manner. Due to the impending beginning of the remediation, and limitations in staff availability and expertise, it is necessary to contract a consultant to aversee and manage the clean up. [Community Development Director] STAFF RECOMMENDATION: Agency adopt the resolution. - ,. AGENDA -2- OCTOBER 10,2000 ORAL COMMUNICATIONS This is an opportunity for the general public to address the Redevelopment Agency on any subject matter within the Agency's jurisdiction that is not an item on this agenda. (State law, however, generally prohibits the Redevelopment Agency from taking action on any issues not included on the posted agenda.) If you wish to address the Agency on such a subject, please complete the "Request to Speak Under Oral Communications Form" available in the lobby and submit it to the Secretary to the Redevelopment Agency or City Clerk prior to the meeting. Those who wish to speak, please give your name and address for record purposes and follow up action. OTHER BUSINESS 2. DIRECTOR'S REPORT(S) 3. CHAIR'S REPORT(S) 4. AGENCY COMMENTS ADJOURNMENT The meeting will adjourn to a closed session and thence to a regular meeting of Redevelopment Agency on October 17, 2000 at 6:00 p.m., immediately following the City Council meeting, in the City Council Chambers. CLOSED SESSION Unless Agency Counsel, the Executive Director, or the Redevelopment Agency states otherwise at this time, the Agency will discuss ond deliberate on the following item!s) of business which are permitted by law to be the subject of a closed session discussion, and which the Agency is advised should be discussed in closed session to best protect the interests of the City. The Agency is required by law to return to open session, issue any reports of final action taken in closed session, and the votes taken. However, due to the typical length of time taken up by closed sessions, the videotoping will be terminated at this point in order to save costs so that the Agency's return from closed session, reports of final action taken, and adjournment will not be videotaped. Nevertheless, the report of final action taken will be recorded in the minutes which will be available in the Office of the Secretary to the Redevelopment Agency and the City Clerk's Office. 5. CONFERENCE WITH LEGAL COUNSEL REGARDING EXISTING LITIGATION -- Pursuant to Government Code Section 54956.9(a) a. Agency vs. Shinohora [Case No. GISO02460] b. Agency vs. Rados Bras. [Case No. GIC734557 - 1 ) 6. CONFERENCE WITH LEGAL COUNSEL REGARDING ANTICIPATED LITIGATION - Pursuant to Government Code Section 54956.9(b)(3)(E)-Threat of Litigation Letter fram CinemaStor dated 10/2/00 indicating potential claim of tortious interference claim. '0 REDEVELOPMENT AGENCY AGENDA STATEMENT ITEM NO.: I MEETING DATE: 10/10/00 ITEM TITLE: AGENCY RESOLUTION APPROVING AN AGREEMENT WITH URS GREINER WOODWARD CLYDE FOR THE CLEAN UP OF A CONTAMINATED HOLDING SITE LOCATED AT 4075 MAIN STREET WITHIN THE OTAY VALLEY ROAD REDEVELOPMENT PROJECT AREA, WAIVING THE CONSULTANT SELECTION PROCESS, AND APPROPRIATING $226,829 FROM THE UNAPPROPRIATED FUND BALANCE OF THE OTAY VALLEY ROAD PROJECT AREA AND $361,367 IN ANTICIPATED GRANT REVENUE TO FUND THE PROJECT SUBMITTED BY: COMMUNITY DEVELOPMENT DIRECTOR L\à-.fT.. t3, REVIEWED BY: EXECUTIVE DIRECTOR (j;"~':)?1 Y 4/STHS VOTE: YES~ NOD BACKGROUND The Redevelopment Agency of the City of Chula Vista is interested in developing a 1,6 ocre site in the Otay Valley Road Redevelopment Area as an expansion to the Auto Park to generate additional ¡obs and revenue in an area currently blighted. The site is unsuitable for development due to its use as a stockpile for contaminated burn-ash waste, Owned by the Shinohara Estate, the site currently contains an estimated 34,000 cubic yards of contaminated material. The Otay Valley Landfill, owned by San Diego County and approved to receive the burn-ash, will be closed by year-end, 2000, pending approval of a Closure Plan ("Plan") at an October Board of Supervisors meeting, As part of the Plan, there will be no tipping fees to the Agency provided the burn ash is received into the landfill in December, 2000. These tipping fees, if charged, are estimated at $2 million. URS Greiner Woodward Clyde (URS) has been the consultant to the Agency throughout the effort to incorporate the burn ash into the Plan. URS, a nationally recognized authority in environmental engineering and consulting, prepared the work plan for the project and has served as the Agency's liaison to regulatory agencies; insuring approval of the project in a timely manner. URS has also been approved for the project by the property owner. Due to the impending beginning of the remediation, limitations in staff availability and expertise, it is necessary to contract a consultant to oversee and manage the clean up. Staff is recommending URS complete this project. The proposed agreement with URS excludes certain activities the Agency intends to complete itself, either as an independent verification of the cleon up or for cost savings purposes. This resolution /-1 - .. PAGE 2, ITEM NO.: MEETING DATE: 10/10/00 authorizes the Agency to expend funds for these activities, including site surveys before, during and after the clean up, the purchase and use of water for dust control at the site and the payment of city fees associated with the project, RECOMMENDATION It is recommended that the Agency authorize the agreement with URS Greiner Woodward Clyde and the appropriation of $226,829 from the Otay Valley Road project fund and $361,367 in anticipated grant revenue for the project which includes a 20 percent contingency, BOARDS/COMMISSIONS RECOMMENDATION Not applicable. DISCUSSION The subject property, commonly known as the Shinohara Stockpile, is located adjacent to wetlands and the Otay Valley River at the southwest corner of the Chula Vista Auto Park, Phase I. It was created when, in 1992, it was discovered that the entire 31-acre parcel slated for development of the Auto Park had been filled with burn ash containing lead and other heavy metals, To proceed with development of the Auto Park, the property owner - the late Mr. J. Shinohara - graded the contaminated material into the stockpile, Although the remaining land was sold and developed with auto dealerships, the parcel containing the stockpile was retained by Mr. Shinohara. For eight years, the Agency has negotiated with Mr, Shinohara, and later his estate, to complete clean up of the site. Since the cost of the clean up exceeds the value of the land, reaching resolution has been difficult. The opportunity to participate in the closure of a portion of the Otay Valley Landfill presented itself late in 1999. Staff consulted with URS, who prepared a work plan capitalizing on the opportunity to avoid tipping fees, estimated at $2 million. URS also assisted the Agency in identifying a matching grant from the California Integrated Waste Management Board (ClWMB), which may help to fund the clean up. In August, the Agency and Council authorized an application for the grant. The grant was awarded in September. To complete the clean up, the Agency will expend $12.62 per cubic yard in variable costs, $60,921 in fixed fees in consulting costs, plus funds for activities conducted by the Agency itself. The consulting contract is estimated to cost a total of $490,163. The requested appropriation includes a 20-percent contingency, A 20-percent contingency is being recommended due to the uncertain nature of environmental clean ups, Following completion of the clean up, CIWMB will reimburse 50-percent of these costs plus previous engineering costs up to $361,367. When successful redevelopment takes place, the Agency will pay back to the ClWMB 50-percent of the net tax increment growth from the parcel for a period of 10 years, These payments to the CIWMB are I-:L - .. PAGE 3, ITEM NO.: MEETING DATE: 10/10/00 anticipated to be less than the grant receipts since the parcel most likely will be used as an expansion parking area for Fuller Ford, Staff believes it is not only financially prudent but an investment in the health and safety of the community and area wildlife to conduct the clean up at this time and resolve a situation looming for nearly a decade, The Agency recently agreed to a settlement plan with the Shinohara Estate, which will allow the site to be acquired for $1 after remediation, in effect eliminating any benefit of a publicly-funded clean up to a private party. Once a sale can be affected, the Agency will receive a partial reimbursement of the clean up cost. Most importantly, a potential hazard to the public health and safety will have been removed in the most cost effective manner possible given the avoidance of tipping fees and the CIWMB "granf'. Based upon its previous work on the site and familiarity with site conditions, URS is uniquely qualified to manage the clean up portion of this project. The Shinohara estate has also agreed to designate URS as the consultant. Under these circumstances, staff recommends that the Agency waive the Citys consultant selection process as impractical. FISCAL IMPACT The cost of the clean-up contract with URS is $12.62 per cubic yard in variable costs, $60,921 in fixed fee costs, and a 20-percent contingency with an estimated total of $588,196. Additionally, the Agency will expend an estimated $10,000 on site surveys, an estimated $200 for permits, plus water charges estimated at $100 plus $3.56 per 100 cubic feet for an as yet undetermined amount of water. The receipt of grant funds from the CIWMB will reimburse 50-percent of the Agency's expenditure. Following redevelopment, the Agency will pay the CIWMB 50-percent of the net tax increment growth on the parcel for a period of 10 years. ATTACHMENTS Agreement draft, as approved by URS Greiner Woodward Clyde H,\HOME\COMMDEV\MASTERS\AGENCY AGENDA STATEMENT,doc /-..3 - ,. RESOLUTION NO, AGENCY RESOLUTION APPROVING AN AGREEMENT WITH URS GREINER WOODWARD CLYDE FOR THE CLEAN UP OF A CONTAMINATED HOLDING SITE LOCATED AT 4075 MAIN STREET WITHIN THE OTAY VALLEY ROAD REDEVELOPMENT PROJECT AREA, WAIVING THE CONSULTANT SELECTION PROCESS, AND APPROPRIATING $226,829 FROM THE UNAPPROPRIATED FUND BALANCE OF THE OTAY VALLEY ROAD PROJECT AREA AND $361,367 IN ANTICIPATED GRANT REVENUE TO FUND THE PROJECT WHEREAS, the Agency desires to clean up a contaminated waste site known as the Shinohara Stockpile located at 4075 Main Street within time constraints dictated by the closure of a portion of the Otay Valley Landfill; and WHEREAS, URS Greiner Woodward Clyde was involved with the original environmental assessment work on the site, oversaw the process for obtaining a "non-hazardous" characterization of the stockpile, wrote the Work Plan for the clean-up of the site and has served as the Agency's liaison to regulatory bodies to assure the approval of the Work Plan; and WHEREAS, based on these facts, URS Greiner Woodward Clyde is uniquely qualified to perform the Work Plan and the City's consultant selection process under these circumstances is impractical; and WHEREAS, URS Greiner Woodward Clyde warrants and represents that they are experienced and staffed in a manner such that they are and can prepare and deliver the services required to the Agency within the time frames provided in the Agreement in accordance with all terms and conditions of the Agreement; WHEREAS, for purposes of verifying site clean up activities and for purposes of cost-savings the Agency intends to complete certain mitigation activities itself; NOW, THEREFORE, BE IT RESOLVED the Redevelopment Agency of the City of Chula Vista does hereby (1) approve an Agreement with URS Greiner Woodward Clyde, (2) waive the City's consultant selection process as impractical based upon the facts presented above, and (3) appropriate $226,829 from the Unappropriated Fund Balance in the Otay Valley Road Project Area and $361,367 in anticipated grant revenues from the Otay Valley Project Fund to oversee and conduct the Work Plan known as Clean Up of the Holding Site at 4705 Main Street, Chula Vista, California, PRESENTED BY APPROVED AS TO FORM BY Chris Salomone John M, Kaheny Director of Community Development Agency Attorney H :IHOMEICOMMDEVIRESOSIURS. DOC /- t/ - .. Parties and Recital Page (s) Agreement between City of Chula Vista and URS Greiner Woodward Clyde for Environmental Consulting Services This agreement ("Agreement"), dated for the purposes of reference only, and effective as of the date last executed unless another date is otherwise specified in Exhibit A, Paragraph 1 is between the City-related entity as is indicated on Exhibit A, paragraph 2, as such ("City"), whose business form is set forth on Exhibit A, paragraph 3, and the entity indicated on the attached Exhibit A, paragraph 4, as Consultant, whose business form is set forth on Exhibit A, paragraph 5, and whose place of business and telephone numbers are set forth on Exhibit A, paragraph 6 ( "Consul tant"), and is made with reference to the following facts: Recitals Whereas, The Agency desires to clean up a contaminated waste site known as the Shinohara Stockpile located at 4075 Main Street within the time constraints dictated by the closure of a portion of the Otay Valley Landfill; and, Whereas, URS Greiner Woodward Clyde (Consultant) wrote the Work Plan for the project and has served as the Agency's liaison to regulatory bodies to assure the approval of the Work Plan; and, Whereas, Consultant warrants and represents that they are experienced and staffed in a manner such that they are and can prepare and deliver the services required of Consultant to City within the time frames herein provided all in accordance with the terms and conditions of this Agreement; 2pty13.wp Standard Form Two Party Agreement (Thirteenth Revision) May 25, 1999 Page 1 /-~ . .. Obligatory Provisions Pages NOW, THEREFORE, BE IT RESOLVED that the City and Consultant do hereby mutually agree as follows: 1. Consultant's Duties A. General Duties Consultant shall perform all of the services described on the attached Exhibit A, Paragraph 7, entitled "General Duties"; and, B. Scope of Work and Schedule In the process of performing and delivering said "General Duties", Consultant shall also perform all of the services described in Exhibit A, Paragraph 8, entitled" Scope of Work and Schedule", not inconsistent with the General Duties, according to, and within the time frames set forth in Exhibit A, Paragraph 8, and deliver to City such Deliverables as are identified in Exhibit A, Paragraph 8, within the time frames set forth therein, time being of the essence of this agreement. The General Duties and the work and deliverables required in the Scope of Work and Schedule shall be herein referred to as the "Defined Services". Failure to complete the Defined Services by the times indicated does not, except at the option of the City, operate to terminate this Agreement. C. Reductions in Scope of Work City may independently, or upon request from Consultant, from time to time reduce the Defined Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction in the compensation associated with said reduction. D. Additional Services In addition to performing the Defined Services herein set forth, City may require Consultant to perform additional consulting services related to the Defined Services ("Additional Services"), and upon doing so in writing, if they are within the scope of services offered by Consultant, Consultant shall perform same on a time and materials basis at the rates set forth in the "Rate Schedule" in Exhibit A, Paragraph 11 (C), unless a separate fixed fee is otherwise agreed upon. All compensation for Additional Services shall be paid monthly as billed. City and Consultant agree that any and all Additional Services must be 2pty13.wp Standard Form Two Party Agreement (Thirteenth Revision) May 25, 1999 Page 2 I-' - .. approved in writing by the City prior to Consultant performing such work. In addition, City and Consultant shall mutually agree upon an hourly rate schedule for determining costs for Additional Services. E. Standard of Care Consultant, in performing any Services under this agreement, whether Defined Services or Additional Services, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions and in similar locations. F. Insurance Consultant represents that it and its agents, staff and subconsultants employed by it in connection with the Services required to be rendered, are protected against the risk of loss by the following insurance coverages, in the following categor- ies, and to the limits specified, policies of which are issued by Insurance Companies that have a Best's Rating of "A, Class V" or better, or shall meet with the approval of the City: Statutory Worker's Compensation Insurance and Employer's Liability Insurance coverage in the amount set forth in the attached Exhibit A, Paragraph 9. Commercial General Liability Insurance including Business Automobile Insurance coverage in the amount set forth in Exhibit A, Paragraph 9, combined single limit applied separately to each project away from premises owned or rented by Consultant, which names City as an Additional Insured, and which is primary to any policy which the City may otherwise carry ("Primary Coverage"), and which treats the employees of the City in the same manner as members of the general public ("Cross-liability Coverage"). Errors and Omissions insurance, in the amount set forth in Exhibit A, Paragraph 9, unless Errors and Omissions coverage is included in the General Liability policy. G. Proof of Insurance Coverage. (1) Certificates of Insurance. Consultant shall demonstrate proof of coverage herein required, prior to the commencement of services required under this Agreement, by delivery of Certificates of Insurance demonstrating same, and further indicating that the policies may not be canceled without at least thirty (30) days written notice to the Additional Insured. 2pty13.wp Standard Form Two Party Agreement (Thirteenth Revision) May 25, 1999 Page 3 1- 7 - ,. (2) Policy Endorsements Required. In order to demonstrate the Additional Insured Coverage, Primary Coverage and Cross-liability Coverage required under Consultant's Commercial General Liability Insurance Policy, Consultant shall deliver a policy endorsement to the City demonstrating same, which shall be reviewed and approved by the Risk Manager. H. Securitv for Performance. (1) Performance Bond. In the event that Exhibit A, at Paragraph 19, indicates the need for Consultant to provide a Performance Bond (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Performance Bond"), then Consultant shall provide to the City a performance bond by a surety and in a form and amount satisfactory to the Risk Manager or City Attorney which amount is indicated in the space adjacent to the term, "Performance Bond", in said Paragraph 19, Exhibit A. (2) Letter of Credit. In the event that Exhibit A, at Paragraph 19, indicates the need for Consultant to provide a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Letter of Credit"), then Consultant shall provide to the City an irrevocable letter of credit callable by the City at their unfettered discretion by submitting to the bank a letter, signed by the City Manager, stating that the Consultant is in breach of the terms of this Agreement. The letter of credit shall be issued by a bank, and be in a form and amount satisfactory to the Risk Manager or City Attorney which amount is indicated in the space adjacent to the term, "Letter of Credit", in said Paragraph 19, Exhibit A. (3) Other Security In the event that Exhibit A, at Paragraph 19, indicates the need for Consultant to provide security other than a Performance Bond or a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Other Security"), then Consultant shall provide to the City such other security therein listed in a form and amount satisfactory to the Risk Manager or City Attorney. I. Business License 2pty13.wp Standard Form Two Party Agreement (Thirteenth Revision) May 25, 1999 Page 4 /-'1 - .. Consultant agrees to obtain a business license from the City and to otherwise comply with Title 5 of the Chula Vista Municipal Code. 2. Duties of the City A. Consultation and Cooperation City shall regularly consult the Consultant for the purpose of reviewing the progress of the Defined Services and Schedule therein contained, and to provide direction and guidance to achieve the objectives of this agreement. The City shall permit access to its office facilities, files and records by Consultant throughout the term of the agreement. In addition thereto, City agrees to provide the information, data, items and materials set forth on Exhibit A, Paragraph 10, and with the further understanding that delay in the provision of these materials beyond 30 days after authorization to proceed, shall constitute a basis for the justifiable delay in the Consultant's performance of this agreement. B. Compensation Upon receipt of a properly prepared billing from Consultant submitted to the City periodically as indicated in Exhibit A, Paragraph 18, but in no event more frequently than monthly, on the day of the period indicated in Exhibit A, Paragraph IB, City shall compensate Consultant for all services rendered by Consult- ant according to the terms and conditions set forth in Exhibit A, Paragraph 11, adjacent to the governing compensation relationship indicated by a "checkmark" next to the appropriate arrangement, subject to the requirements for retention set forth in paragraph 19 of Exhibit A, and shall compensate Consultant for out of pocket expenses as provided in Exhibit A, Paragraph 12. All billings submitted by Consultant shall contain sufficient information as to the propriety of the billing to permit the City to evaluate that the amount due and payable thereunder is proper, and shall specifically contain the City's account number indicated on Exhibit A, Paragraph 18 (C) to be charged upon making such payment. 3. Administration of Contract Each party designates the individuals (" Contract Administrators") indicated on Exhibit A, Paragraph 13, as said party's contract administrator who is authorized by said party to represent them in the routine administration of this agreement. 4. Term. 2pty13.wp Standard Form Two Party Agreement (Thirteenth Revision) May 25, 1999 Page 5 /-9 - .. This Agreement shall terminate when the Parties have complied with all executory provisions hereof. 5. Liquidated Damages The provisions of this section apply if a Liquidated Damages Rate is provided in Exhibit A, Paragraph 14. It is acknowledged by both parties that time is of the essence in the completion of this Agreement. It is difficult to estimate the amount of damages resulting from delay in per- formance. The parties have used their judgment to arrive at a reasonable amount to compensate for delay. Failure to complete the Defined Services within the allotted time period specified in this Agreement shall result in the following penalty: For each consecutive calendar day in excess of the time specified for the completion of the respective work assignment or Deliverable, the consultant shall pay to the City, or have withheld from monies due, the sum of Liquidated Damages Rate provided in Exhibit A, Paragraph 14 ("Liquidated Damages Rate"). Time extensions for delays beyond the consultant's control, other than delays caused by the City, shall be requested in writing to the City's Contract Administrator, or designee, prior to the expiration of the specified time. Extensions of time, when granted, will be based upon the effect of delays to the work and will not be granted for delays to minor portions of work unless it can be shown that such delays did or will delay the progress of the work. 6. Financial Interests of Consultant A. Consultant is Designated as an FPPC Filer. If Consultant is designated on Exhibit A, Paragraph 15, as an "FPPC filer", Consultant is deemed to be a "Consultant" for the purposes of the Political Reform Act conflict of interest and disclosure provisions, and shall report economic interests to the City Clerk on the required Statement of Economic Interests in such reporting categories as are specified in Paragraph 15 of Exhibit A, or if none are specified, then as determined by the City Attorney. B. Decline to Participate. Regardless of whether Consultant is designated as an FPPC Filer, Consultant shall not make, or participate in making or in any way attempt to use Consultant's position to influence a 2pty13.wp Standard Form Two Party Agreement (Thirteenth Revision) May 25, 1999 Page 6 /-10 - ,. governmental decision in which Consultant knows or has reason to know Consultant has a financial interest other than the compensation promised by this Agreement. C. Search to Determine Economic Interests. Regardless of whether Consultant is designated as an FPPC Filer, Consultant warrants and represents that Consultant has diligently conducted a search and inventory of Consultant's economic interests, as the term is used in the regulations promulgated by the Fair Political Practices Commission, and has determined that Consultant does not, to the best of Consultant's knowledge, have an economic interest which would conflict with Consultant's duties under this agreement. D. Promise Not to Acquire Conflicting Interests. Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant will not acquire, obtain, or assume an economic interest during the term of this Agreement which would constitute a conflict of interest as prohibited by the Fair Political Practices Act. E. Duty to Advise of Conflicting Interests. Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant will immediately advise the City Attorney of City if Consultant learns of an economic interest of Consultant's which may result in a conflict of interest for the purpose of the Fair Political Practices Act, and regulations promulgated thereunder. F. Specific Warranties Against Economic Interests. Consultant warrants and represents that neither Consultant, nor Consultant's immediate family members, nor Consultant's employees or agents ("Consultant Associates") presently have any interest, directly or indirectly, whatsoever in any property which may be the subject matter of the Defined Services, or in any property within 2 radial miles from the exterior boundaries of any property which may be the subject matter of the Defined Services, ("Prohibited Interest"), other than as listed in Exhibit A, Paragraph 15. Consultant further warrants and represents that no promise of future employment, remuneration, consideration, gratuity or other reward or gain has been made to Consultant or Consultant Associates in connection with Consultant's performance of this Agreement. Consultant promises to advise City of any such 2ptyl3.wp Standard Form Two Party Agreement (Thirteenth Revision) May 25, 1999 Page 7 /- II - .. promise that may be made during the Term of this Agreement, or for 12 months thereafter. Consultant agrees that Consultant Associates shall not acquire any such Prohibited Interest within the Term of this Agreement, or for 12 months after the expiration of this Agreement, except with the written permission of City. Consultant may not conduct or solicit any business for any party to this Agreement, or for any third party which may be in conflict with Consultant's responsibilities under this Agreement, except with the written permission of City. 7. Hold Harmless Consultant shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers and employees, from and against all claims for damages, liability, cost and expense (including without limitation attorneys' fees) arising out of the conduct of the Consultant, or any agent or employee, subcontractors, or others in connection with the execution of the work covered by this Agreement, except only for those claims arising from the sole negligence or sole willful misconduct of the City, its officers, or employees. Consultant's indemnification shall include any and all costs, expenses, attorneys' fees and liability incurred by the City, its officers, agents, or employees in defending against such claims, whether the same proceed to judgment or not. Further, Consultant at its own expense shall, upon written request by the City, defend any such suit or action brought against the City, its officers, agents, or employees. Consultants' indemnification of City shall not be limited by any prior or subsequent declaration by the Consultant. 8. Termination of Agreement for Cause If, through any cause, Consultant shall fail to fulfill in a timely and proper manner Consultant's obligations under this Agreement, or if Consultant shall violate any of the covenants, agreements or stipulations of this Agreement, City shall have the right to terminate this Agreement by giving written notice to Consultant of such termination and specifying the effective date thereof at least five (5) days before the effective date of such termination. In that event, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by Consultant shall, at the option of the City, become the property of the City, and Consultant shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of Notice of Termination, not to exceed the 2pty13.wp Standard Form Two Party Agreement (Thirteenth Revision) May 25, 1999 Page 8 /-/2- - .. amounts payable hereunder, and less any damages caused City by Consultant's breach. 9. Errors and Omissions In the event that the City Administrator determines that the Consultants' negligence, errors, or omissions in the performance of work under this Agreement has resulted in expense to City greater than would have resulted if there were no such negligence, errors, omissions, Consultant shall reimburse City for any additional expenses incurred by the City. Nothing herein is intended to limit City's rights under other provisions of this agreement. 10. Termination of Agreement for Convenience of City City may terminate this Agreement at any time and for any reason, by giving specific written notice to Consultant of such termination and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination. In that event, all finished and unfinished documents and other materials described hereinabove shall, at the option of the City, become City's sole and exclusive property. If the Agreement is terminated by City as provided in this paragraph, Consultant shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials to the effective date of such termination. Consultant hereby expressly waives any and all claims for damages or compensation arising under this Agreement except as set forth herein. 11. Assignability The services of Consultant are personal to the City, and Consultant shall not assign any interest in this Agreement, and shall not transfer any interest in the same (whether by assignment or novation), without prior written consent of City. City hereby consents to the assignment of the portions of the Defined Services identified in Exhibit A, Paragraph 17 to the subconsultants identified thereat as "Permitted Subconsultants". 12. Ownership, Publication, Reproduction 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 private use, copyrights or patent rights by Consultant in the United States or in any other country without the express 2pty13.wp Standard Form Two Party Agreement (Thirteenth Revision) May 25, 1999 Page 9 / - 1.3 - .. written consent of City. City shall have unrestricted authority to publish, disclose (except 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. 13. Independent Contractor City is interested only in the results obtained and Consultant shall perform as an independent contractor with sole control of the manner and means of performing the services required under this Agreement. City maintains the right only to reject or accept Consultant's work products. Consultant and any of the Consultant's agents, employees or representatives are, for all purposes under this Agreement, an independent contractor and shall not be deemed to be an employee of City, and none of them shall be 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. Therefore, City will not withhold state or federal income tax, social security tax or any other payroll tax, and Consultant shall be solely responsible for the payment of same and shall hold the City harmless with regard thereto. 14. Administrative Claims Requirements and Procedures No suit or arbitration shall be brought arising out of this agreement, against the City unless a claim has first been presented in writing and filed with the City and acted upon by the City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from time to time be amended, the provisions of which are incorporated by this reference as if fully set forth herein, and such policies and procedures used by the City in the implementation of same. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement. 15. Statement of Costs In the event that Consultant prepares a report or document, or participates in the preparation of a report or document in performing the Defined Services, Consultant shall include, or cause the inclusion of, in said report or document, a statement of the numbers and cost in dollar amounts of all contracts and subcontracts relating to the preparation of the report or document. 2pty13.wp Standard Form Two Party Agreement (Thirteenth Revision) May 25, 1999 Page 10 1-11 - - 16. Miscellaneous A. Consultant not authorized to Represent City Unless specifically authorized in writing by City, Consult- ant shall have no authority to act as City's agent to bind City to any contractual agreements whatsoever. B. Consultant is Real Estate Broker andlor Salesman If the box on Exhibit A, Paragraph 16 is marked, the Consultant andlor their principals islare licensed with the State of California or some other state as a licensed real estate broker or salesperson. Otherwise, Consultant represents that neither Consultant, nor their principals are licensed real estate brokers or salespersons. C. Notices All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any party shall be deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified herein as the places of business for each of the designated parties. D. Entire Agreement This Agreement, together with any other written document referred to or contemplated herein, embody the entire Agreement and understanding between the parties relating to the subject matter hereof. Neither this Agreement nor any provision hereof may be amended, modified, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. E. Capacity of Parties Each signatory and party hereto hereby warrants and represents to the other party that it has legal authority and capacity and direction from its principal to enter into this Agreement, and that all resolutions or other actions have been taken so as to enable it to enter into this Agreement. F. Governing Law/Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action 2pty13.wp Standard Form Two Party Agreement (Thirteenth Revision) May 25, 1999 Page 11 /-/~ - .. arising under or relating to this Agreement shall be brought only in the federal or state courts located in San Diego County, State of California, and if applicable, the City of Chula Vista, or as close thereto as possible. Venue for this Agreement, and performance hereunder, shall be the City of Chula Vista. l7. Scheduling/Waiver of Tipping Fees The City and Consultant understand the City has reached a tentative agreement with the County of San Diego to dispose of approximately 34,000 cubic yards of burn ash material in the County's closure of the Otay Class I Landfill ("Landfill") without paying tipping fees. This tentative agreement is based upon the burn ash material being disposed of at the Landfill in accordance with the County of San Diego's schedule. It is the responsibility of Consultant to ensure that the disposal of the burn ash material is coordinated with the schedule of the County of San Diego. [end of page. next page is signature page.] 2pty13.wp Standard Form Two Party Agreement (Thirteenth Revision) May 25, 1999 Page 12 I-/~ - ,. Signature Page to Agreement between City of Chula Vista and URS Greiner Woodward Clyde for IN WITNESS WHEREOF, City and Consultant have executed this Agreement thereby indicating that they have read and understood same, and indicate their full and complete consent to its terms: Dated: , 20 City of Chula Vista by: David D. Rowlands, Jr., Executive Director Attest: Chris Salomone, Secretary Approved as to form: John M. Kaheny, City Attorney Dated: [Name of Consultant] By: Mike Nienberg, Vice President By: Leo Handselt, Vice President Exhibit List to Agreement ( ) Exhibit A. 2pty13.wp Standard Form Two Party Agreement (Thirteenth Revision) May 25, 1999 Page 13 /-/7 .. Exhibit A to Agreement between City of Chula Vista and [Name of Consultant] 1. Effective Date of Agreement: 2. City-Related Entity: ( ) City of Chula Vista, a municipal chartered corporation of the State of California (X) Redevelopment Agency of the City of Chula Vista, a political subdivision of the State of California ( ) Industrial Development Authority of the City of Chula Vista, a ( ) Other: a [insert business form] ("City") 3. Place of Business for City: City of Chula Vista, 276 Fourth Avenue, Chula Vista, CA 91910 4. Consultant: URS Greiner Woodward Clyde 5. Business Form of Consultant: ( ) Sole Proprietorship ( ) Partnership ( X) Corporation 6. Place of Business, Telephone and Fax Number of Consultant: 1615 Murray Canyon Road, Suite 1000 San Diego, California 92108 Voice Phone (619) 294-9400 Fax Phone (619) 293-7920 7. General Duties: Consultant will oversee and conduct remediation of a contaminated stockpile site commonly called the Shinohara Stockpile in accordance with the Revised Work Plan for the Excavation and Disposal of Burn Ash Containing Soil dated September 19, 2000, and all regulatory approvals. 2pty13.wp Standard Form Two Party Agreement (Thirteenth Revision) May 25, 1999 Page 14 I-IV - .. 8. Scope of Work and Schedule: A. Detailed Scope of Work: Subsurface and surface clean up (removal and disposition) of approximately 34,000 cubic yards of burn ash located on a 1.5 acre parcel at 4075 Main Street, Chula Vista, California, including, but not limited to: 0 Mobilization and Permits 0 Grading plan and Grading 0 Storm Water Pollution Prevention Plan (SWPPP) 0 Health and Safety (HS) and Community HS Plans 0 Soil Testing 0 Laboratory Analyses 0 Reporting 0 Excavation 0 Hauling 0 Placing and Compacting 0 Decontamination 0 Environmental Monitoring 0 Erosion control URS will coordinate disposal of the burn ash material with the County of San Diego's closure of its Otay Class I Landfill site. The anticipated schedule for the work is November 1, 2000, through February 15, 2001. Work to be conducted by Consultant on Monday through Friday. Consultant anticipates that the work will take 22 working days to complete. B. Date for Commencement of Consultant Services: (assuming construction activities commence no later than January 2, 2001) ( X) Same as Effective Date of Agreement ( ) Other: C. Dates or Time Limits for Delivery of Deliverables: Deliverable No. 1: Revised Remediation Plan October 5, 2000 Deliverable No. 2: Trucking Schedule November 2, 2000 Deliverable No. 3: Project satisfactorily completed February 15, 2000 2pty13.wp Standard Form Two Party Agreement (Thirteenth Revision) May 25, 1999 Page 15 /-19 - .. Deliverable No. 4: No further action letter received from San Diego Regional Water Quality Board and Department of Environmental Health March 22. 2000 D. Date for completion of all Consultant services: February 15, 2001 9. Insurance Requirements: (X) Statutory Worker's Compensation Insurance (X) Employer's Liability Insurance coverage: $1,000,000. (X) Commercial General Liability Insurance: $1,000,000. ( ) Errors and Omissions insurance: None Required (included in Commercial General Liability coverage). (X) Errors and Omissions Insurance: $1,000,000 (not included in Commercial General Liability coverage). 10. Materials Required to be Supplied by City to Consultant: 0 Access to the site and assistance with neighboring landowners regarding staging and transportation needs. 0 Aerial survey map with I-foot contours three months prior to construction. 0 Four ground surveys with 10-foot horizontal spacing of the site: prior to construction, subsequent to removal of the stockpile, subsequent to removal of the subsurface material, and at project completion. 0 waived fees for grading. 0 Water for dust control. 0 Utilities to be marked. 11. Compensation: A. (X) Single Fixed Fee Arrangement. For performance of all of the Defined Services by Consultant as herein required, City shall pay a single fixed fee in the amounts and at the times or milestones or for the Deliverables set forth below: Single Fixed Fee Amount: Consultant's price to perform the work will not exceed $490,163.00 (" Contract Amount"). The contract Amount includes a fixed cost of $60,921.00. The Contract Amount also includes variable costs of $12.62 per cubic yard of burn ash material that is removed. Consultant estimate of burn ash material that will need to be removed is 34,000 cubic yards. In the event the actual burn ash material removed is less than 34,000 cubic yards, the City shall be entitled to a corresponding credit of $12.62 per cubic yard. In the vent that more than 34,000 cubic yards of burn ash material is removed, 2pty13.wp Standard Form Two Party Agreement (Thirteenth Revision) May 25, 1999 Page 16 1-20 - .. Consultant will be entitled to additional compensation of $12.62 per cubic yard. The method for determining the quantity of burn ash material that is actually removed will be determined by the City. ( ) 1. Interim Monthly Advances. The City shall make interim monthly advances against the compensation due for each phase on a percentage of completion basis for each given phase such that, at the end of each phase only the compensation for that phase has been paid. Any payments made hereunder shall be considered as interest free loans which must be returned to the City if the Phase is not satisfactorily completed. If the Phase is satisfactorily completed, the City shall receive credit against the compensation due for that phase. The retention amount or percentage set forth in Paragraph 19 is to be applied to each interim payment such that, at the end of the phase, the full retention has been held back from the compensation due for that phase. Percentage of completion of a phase shall be assessed in the sole and unfettered discretion by the Contracts Administrator designated herein by the City, or such other person as the City Manager shall designate, but only upon such proof demanded by the City that has been provided, but in no event shall such interim advance payment be made unless the Contractor shall have represented in writing that said percentage of completion of the phase has been performed by the Contractor. The practice of making interim monthly advances shall not convert this agreement to a time and materials basis of payment. B. ( ) Phased Fixed Fee Arrangement. For the performance of each phase or portion of the Defined Services by Consultant as are separately identified below, City shall pay the fixed fee associated with each phase of Services, in the amounts and at the times or milestones or Deliverables set forth Consultant shall not commence Services under any Phase, and shall not be entitled to the compensation for a Phase, unless City shall have issued a notice to proceed to Consultant as to said Phase. 2pty13.wp Standard Form Two Party Agreement (Thirteenth Revision) May 25, 1999 Page 17 1- 2./ - ,. Phase Fee for Said Phase 1. $ 2. $ 3. $ ( ) 1. Interim Monthly Advances. The City shall make interim monthly advances against the compensation due for each phase on a percentage of completion basis for each given phase such that, at the end of each phase only the compensation for that phase has been paid. Any payments made hereunder shall be considered as interest free loans which must be returned to the City if the Phase is not satisfactorily completed. If the Phase is satisfactorily completed, the City shall receive credit against the compensation due for that phase. The retention amount or percentage set forth in Paragraph 19 is to be applied to each interim payment such that, at the end of the phase, the full retention has been held back from the compensation due for that phase. Percentage of completion of a phase shall be assessed in the sole and unfettered discretion by the Contracts Administrator designated herein by the City, or such other person as the City Manager shall designate, but only upon such proof demanded by the City that has been provided, but in no event shall such interim advance payment be made unless the Contractor shall have represented in writing that said percentage of completion of the phase has been performed by the Contractor. The practice of making interim monthly advances shall not convert this agreement to a time and materials basis of payment. C. ( ) Hourly Rate Arrangement For performance of the Defined Services by Consultant as herein required, City shall pay Consultant for the productive hours of time spent by Consultant in the performance of said Services, at the rates or amounts set forth in the Rate Schedule herein below according to the following terms and conditions: (1) ( ) Not-to-Exceed Limitation on Time and Materials Arrangement 2pty13.wp Standard Form Two Party Agreement (Thirteenth Revision) May 25, 1999 Page 18 1- 2 '2- - .. Notwithstanding the expenditure by Consultant of time and materials in excess of said Maximum Compensation amount, Consultant agrees that Consultant will perform all of the Defined Services herein required of Consultant for $ including all Materials, and other "reimbursables" ("Maximum Compensation"). (2) ( ) Limitation without Further Authorization on Time and Materials Arrangement At such time as Consultant shall have incurred time and materials equal to ("Authorization Limit"), Consultant shall not be entitled to any additional compensation without further authorization issued in writing and approved by the City. Nothing herein shall preclude Consultant from providing additional Services at Consultant's own cost and expense. Rate Schedule Category of Employee Hourly of Consultant Name Rate ( ) Hourly rates may increase by 6% for services rendered after [month], 19 ,if delay in providing services is caused by City. 12. Materials Reimbursement Arrangement For the cost of out of pocket expenses incurred by Consultant in the performance of services herein required, City shall pay Consultant at the rates or amounts set forth below: ( ) None, the compensation includes all costs. Cost or Rate ( ) Reports, not to exceed $ : ( ) Copies, not to exceed $------: ( ) Travel, not to exceed $ ------ : 2pty13.wp Standard Form Two Party Agreement (Thirteenth Revision) May 25, 1999 Page 19 /-.2.3 - .. ( ) Printing, not to exceed $ _ : ( ) Postage, not to exceed $ : ( ) Delivery, not to exceed $_ : ( ) Long Distance Telephone Charges, not to exceed $ ( ) Other Actual Identifiable Direct Costs: not to exceed $ , not to exceed $ 13. Contract Administrators: City: Benjamin Guerrero, Environmental Projects Manager Consultant: Veryl Wittig, Project Manager 14. Liquidated Damages Rate: ( ) $ - per day. ( ) Other: 15. Statement of Economic Interests, Consultant Reporting Categories, per Conflict of Interest Code: ( ) Not Applicable. Not an FPPC Filer. ( ) FPPC Filer ( ) Category No. 1. Investments and sources of lncome. ( ) Category No. 2. Interests in real property. ( ) Category No. 3. Investments, interest in real property and sources of income subject to the regulatory, permit or licensing authority of the department. ( ) Category No. 4. Investments in business entities and sources of income which engage in land development, construction or the acquisition or sale of real property. ( ) Category No. 5. Investments in business entities and sources of income of the type which, within the past two years, have contracted with the City of Chula Vista (Redevelopment Agency) to provide services, supplies, materials, machinery or equipment. ( ) Category No. 6. Investments in business entities and sources of income of the type which, within the past two years, have contracted with the 2pty13.wp Standard Form Two Party Agreement (Thirteenth Revision) May 25, 1999 Page 20 1-.2.. c¡ - .. designated employee's department to provide services, supplies, materials, machinery or equipment. ( ) Category No. 7. Business positions. ( ) List "Consultant Associates" interests in real property within 2 radial miles of Project Property, if any: - 16. ( ) Consultant is Real Estate Broker andlor Salesman 17. Permitted Subconsultants: 16. Bill Processing: A. Consultant's Billing to be submitted for the following period of time: ( X) Monthly ( ) Quarterly ( ) Other: B. Day of the Period for submission of Consultant's Billing: ( ) First of the Month ( ) 15th Day of each Month ( ) End of the Month (X ) Other: bills submitted when received and verified. C. City's Account Number: 17. Security for Performance ( ) Performance Bond, $ ( ) Letter of Credit, $ ( ) Other Security: Type: Amount: $ ( X ) Retention. If this space is checked, then notwithstanding other provisions to the contrary requiring the payment of compensation to the Consultant 2pty13.wp Standard Form Two Party Agreement (Thirteenth Revision) May 25, 1999 Page 21 / - ¿S'""" - .- sooner, the City shall be entitled to retain, at their option, either the following "Retention Percentage" or "Retention Amount" until the City determines that the Retention Release Event, listed below, has occurred: (X ) Retention Percentage: 15% ( ) Retention Amount: $ Retention Release Event: (X ) Completion of All Consultant Services ( ) Other: 2pty13.wp Standard Form Two Party Agreement (Thirteenth Revision) May 25, 1999 Page 22 !-;¿(p - ,.