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HomeMy WebLinkAboutReso 29-1994 RESOLUTION NO. 29-94 CITY Cf,UNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION APPROVING AGREEMENT BETWEEN THE PRICE COMPANY AND THE CITY OF SOUTH SAN FRANCISCO RELATING TO THE CONTAMINATED SOILS CLEAN-UP ON THE PRICE CLUB PROPERTIES LOCATED AT 451 & 479 SOUTH AIRPORT BLVD BE IT RESOLVED by the City Council of the City of South San Francisc~, that: The~ City Manager is authorized and directed to execute on behalf o~ the City of South San Francisco an Agreement between the City of ~outh San Francisco and the Price Company for removal of non-hazardous contaminated soil containing organics and hydrocar])ons from the Price Club sites at 451 and 479 South Airport Boulevard, as set forth in the Agreement on file in the Office of the CityiClerk. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a regular meeting held on the 9th day of March , 1994 by the following vote. AYES: Councilmembers John R. Penna, Roberta Cerri Teglia, Robert Yee and Mayor Joseph A. Fernekes NOES: None ABSTAIN: None ABSENT C0unci]member Jack Draq0 Price. Agt EXHIBIT TO RESOLUTION NO. 29-94 AGREEMENT FOR CLEAN-UP OF CONTAMINATED SOILS This Agreement is entered into by and between the City of South san Francisco (hereafter "City") and The Price Company (hereafter "Price") and shall become effective on the date it is fully executed by both parties. Thi followin South Ai San Fran e store at RECITALS Agreement is based upon and entered into pursuant to the set of facts The City is the owner of the properties located at 451 rport Boulevard and 479 South Airport Boulevard in South ~isco, California. Said properties are leased to the Price who operates a 451 South Airport Boulevard. During the Price Store expansion non-hazardous contaminated soil (hereafter "Soil"), containing organics and hydrocarbons, was removed from the store site and located on the 479 south Airport Boulevard, South San Francisco property. 4. ! The Regional Water Quality Control Board has required that thel soil be cleaned up. 5. A dispute exists between the City and Price regarding the responsibility for the clean-up costs. 6. The parties have negotiated the terms of this Agreement in good faith rather than litigate the issue of clean-up responsibility. Res A. AGREEMENT ~onsibility of Price Club Price Club shall: At its sole expense, design to specifications acceptable to the City engineer, a "Treatment Area" consisting of an impervious pad of sufficient size and shape to hold all of the Soil (approximately 3500 cubic yards) now located at 479 South Airport Boulevard, South San Francisco. Enter into a contract for the construction of such Treatment Area and pad (the "Treatment Area Construction")on City-owned property described in Exhibit "A" (the "Remediation Location") and be solely responsible for and pay for the cost of project management, labor, grading, base material, paving, soil, materials and all other related construction activities and costs. Assure that the construction contract contains the insurance and bonding provisions contained in Exhibit "B". Once the Treatment Area and pad is completed and accepted by the City Engineer, Price shall, at its sole expense, pay for the project management, labor, soil preparation and soil transportation of the Soil from its present location to the Treatment Area. Obtain all required permits, licenses and approvals and pay all fees necessary to construct the subject Treatment Area and relocate the Soil. e Comply with all federal, state and local laws, ordinances, rules and regulations necessary to assure that the Treatment Area is constructed and soil relocated. Hold harmless and defend the City, its officers, agents and employees from and against any and all damages, claims and liability which arise or are alleged to arise out of the Treatment Area's Construction and/or Soil relocation activities mentioned herein above. In the event that any lien is recorded or filed against the City's property as a result of Price's construction activities on the Treatment Area site, Price shall take all necessary steps to have such lien removed within thirty (30) days of receiving notice from City. Be Pay for the development of a plan to remediate the Soil relocated on the pad. Ownership of Pad and Treatment Area Upon completion of construction, the Treatment Area and pad shall be deemed the property of the City. After the soil has been deposited on the pad, the City shall have the right to utilize the pad land Treatment Area, in its sole discretion, for whatever purpose iit deems appropriate. Price shall have no right or ownership interest in the pad and Treatment Area once consumation completed and the Soil relocated. 2 II. Res)onsibility of City A. The City shall: 1. Grant Price a license to enter onto the property described in Exhibit "A" for the purpose of constructing the herein-described pad and relocating the Soils onto such pad. 2. Accept the deposit of the Soil onto the pad located on the land described in Exhibit "A". 3. Be responsible, at its sole expense, for the bioremediation, monitoring, project management, supplies, soil aeration, nutrient addition and/or disposal of the Soil relocated to the pad. 4. Develop, submit and obtain approval of a plan to remediate the Soil herein described. The cost of preparing the plan shall be paid for by Price pursuant to I.A.8. above. 5. Comply with all orders, rules, regulations and statutes necessary to clean up and dispose of the Soil deposited onto the pad. 6. Hold harmless and defend Price, its officers, agents and employees from and against any and all damages, claims and liability which arise or are alleged to arise out of the City clean-up and disposal activities herein mentioned. B. Responsibility for Soil . Once the subject Soil is located on the pad, it shall become the property of and responsibility of the City of South San FranciscO. Price Club, subject to Section III, shall be relieved of any future responsibility and/or liability for clean-up and/or disposal!of the soil. III. Limitation of Responsibility for Remediation This Agreement is predicated upon an understanding that the substances contaminating the soil are organic substances (hydrocarbons) and capable of being remediated on site. In the event that substances such as metals not now known are discovered in the s0il, the City's remediation obligation shall be limited to remediation of organic (hydrocarbons) contaminants. The parties hereby !reserve their respective rights with regards to responsibility for clean-up of non-organic matter in the subject 3 IV. Leq~l Remedies - Breach/Default If either party defaults ~nder this Agreement the other party sha~l have all rights available at law or equity. V. Timing of Treatment Area Construction Price shall develop and submit to the City a schedule for the construction activities on City property. Such activities shall be coordinated with the City to assure that they do not conflict with the City operations. In the event of a conflict the City Engineer shall haUe the authority to order a cessation of the construction activities. VI. Notices Any notice required by the Agreement shall be sent certified mail or hand delivered to the following: Edward G. Wohlenberg City Manager City of South San Francisco 4001 Grand Avenue South San Francisco, CA. 94080 VII. Preservation of Rights The Price Company Att: Joseph A. Satz 4649 Morena Blvd. San Diego, CA. 92117 By entering into this Agreement, the parties are seeking to resolve a dispute regarding the Soil now located at 479 South Airport 3oulevard, South San Francisco. Neither party admits that it has any obligation, apart from this Agreement, to clean up or pay for the clean up of any Soil located on the herein described properties. The parties hereby preserve their legal rights with regard to any future discoveries of toxic soils and/or contaminants, clean-up orders and clean-up costs. VIII.Modifications This Agreement represents the entire Agreement and understandings of the parties regarding the clean-up of approximately 3500 cubic yards of Soil located at 479 South Airport Boulevard in South San Francisco. The Agreement may only be modified by a written amendment approved by the City Council of South San Francisco and executed by all undersigned parties. DATE: , 1994 By: Pri DATE: By: ~e Company , 1994 Edward G. Wohlenberg City Manager City of South San Francisco 5 Soil remediation will take place in an area adjacent to the southerly boundary of the City's iWastewater Treatment Plant and easterly of the Shell Oil Storage Tank Facility. The 1.6 acre rectangular area will be used for the placement of approximately 3500 cubic yards of soil presently located on the parcel of property bordering the south-easterly corner of South Airport Boulevard and Belle Air Road. (See attached map.) The soil will be placed on the 1.6 acre area in order to remove hydrocarb,)n contamination. EXHIBIT "A" Page i of 3 Pages Z EXHIBIT "A" - Page 2 of 3 Pages -- 200' INSURANCE (a) Worker's Compensation and Employers' Liability Insurance in the statutory coverage. In signing this Agreement, Contract~)r makes the following certification: "I am aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I will comply with such provisions before commencing the performance of the work of this Agreement" (b) Commercial General Liability Insurance: In an amount not less than FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) for injuries including, but not limited to, death to any one person and subject to the same limit for each person, in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) combined single limit per occurrence for bodily injury, personal injury and property damage. (c) Automobile Liability (Code 1) Insurance: In an amount nlot less than FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) combinedi single limit per accident for bodily injury and property damage. I : (d) Contractual Liability Insurance: Contractor shall take out and maintain during the life of this Agreement an insurance policy in the amount of at least ONE MILLION DOLLARS ($1,000,000.00), insuring Contractor against damages sustained by reason ~f any action or actions at law or in equity, and/or any claims or demands by reason of any breach or alleged breach of any contracti, or provisions thereof, or by reason of any contractual liability, or alleged contractual liability arising out of any contract~entered into by Contractor and/or any of its agents or employees in order to perform the work defined herein. ~ (e) It is agreed that the insurance required by Subsections (b), (c) and (d) shall be in an aggregate amount of not less than Two Million Five Hundred Thousand Dollars ($2,500,000) and shall be extended to include as additional insureds the City of South sah Francisco, its elective and appointive boards, officers, agents, employees and volunteers, with respect to operations performed by the Contractor as described herein. Evidience of the insurance described above shall be provided to City upon execution of this Agreement and shall be subject to approval by the City Attorney! as to form, amount and carrier. The policy of insurance shall also contain a provision indicating that such insurance shall not be reduced or cancelled except upon thirty (30) days written notice ~o City. In addition, the following endorsement shall be made on ~he policy of insurance: EXHIBIT "B" - Page 1 of 2 pages "Notwithstanding any other provisions in this policy, the insurance afforded hereunder to the City of South San Francisco shall be primary as to any other insurance or reinsurance covering or available to the City of South San Francisco, and such other insurance or reinsurance shall not be required to contribute to any liability or loss until and unless the approximate limit of liability afforded hereunder is exhausted." EXHIBIT "B" - Page 2 of 2 pages