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Date: July 8, 2025
To: Honorable Mayor and Members of the City Council
From: Aram Chaparyan, City Manager
By: Carlos Huizar, Management Associate | [email protected] Subject: City Manager - Approve Second Amendment to Consulting Services Agreement for Torrance Regional Transit Center Soil Management Plan. Expenditure: $147,000 (General Fund).
RECOMMENDATION
Recommendation of the City Manager that City Council approve a second amendment to the consulting services agreement with GSI Environmental, Inc. of Houston, Texas (C2023-023), for an additional amount not-to-exceed $100,000, plus a 10% contingency in the amount of $41,700, for a new not-to-exceed amount of $458,700.
FUNDING
Funding is available from the ‘Remediate Soil at RTC Site’ project (OP41-4030-OP0001).
DISCUSSION
On November 15, 2022, the City Council appropriated funds from the Land Management Signing Fee Revenue Fund to support several priority initiatives. Among these, $100,000 was allocated to the Regional Transit Center (RTC) Deed Restriction Removal Guidance Effort, which seeks to remove environmental deed restrictions and facilitate broader development potential for the site.
Site Background
Prior to the City’s acquisition, PPG Industries (PPG) occupied the 13.3-acre site at 465 Crenshaw Boulevard from 1950 to 2000, where it manufactured paint coatings and resins. In 2000, all on- site structures and fixtures were demolished and removed. Under the oversight of the California Department of Toxic Substances Control (DTSC), environmental sampling and remediation efforts were conducted, culminating in the recording of a Land Use Covenant to Restrict Use of Property, Environmental Restriction (LUC) on May 21, 2010. Due to residual metal contaminants in the soil exceeding residential cleanup thresholds, the site was restricted to industrial and commercial use. However, prior remediation efforts successfully met industrial cleanup standards.
In preparation for future development, soil was over-excavated and recompacted up to five feet, with additional infill of up to eight feet placed. The Mary K. Giordano Regional Transit Center was constructed and opened to the public on June 9, 2023.
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July 8, 2025
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6 Soil Management Plan and Implementation
To pursue the removal of the LUC and support unrestricted future development, the City entered into a Consulting Services Agreement (C2023-023) with GSI Environmental, Inc. on March 1, 2023. Under this agreement, GSI was tasked with coordinating directly with DTSC and preparing a Soil Management Plan (SMP) for the site.
Following 18 months of technical analysis and agency coordination, DTSC approved the SMP on January 14, 2025. To continue implementation of the plan, the City Council approved a First Amendment to the agreement on April 8, 2025, which:
• Extended the contract term through February 28, 2026; and • Increased the compensation by $227,000, bringing the revised contract total to $317,000 to support expanded soil and vapor sampling.
Second Amendment
To complete full implementation of the SMP and support the potential revocation of the Land Use Covenant, GSI proposes to perform a second phase of vapor sampling and conduct a Human Health Risk Assessment (HHRA) to evaluate site conditions relative to sensitive land uses, such as residential or mixed-use development.
The proposed Second Amendment includes the following key provisions:
1. Adds $100,000 in compensation to fund:
o Additional soil vapor sampling to assess the presence and migration potential of volatile contaminants; and
o A Human Health Risk Assessment (HHRA) to quantify exposure risk and support DTSC’s evaluation of residential land use suitability.
2. Establishes a 10% contingency of $41,700 to address potential unforeseen conditions during implementation.
3. Increases the total contract amount to a not-to-exceed value of $417,000, with a total authorized budget of $458,700 including contingency.
Conclusion
The proposed amendment to the consulting services agreement with GSI Environmental, Inc. will provide the necessary technical support and regulatory guidance to advance the City's efforts in addressing the environmental deed restrictions associated with the Regional Transit Center site.
The additional funding will allow GSI to continue critical soil management activities, coordinate with regulatory agencies, and facilitate the next phase of site development planning.
Staff recommends that the City Council approve a second amendment to the consulting services agreement with GSI Environmental, Inc. (C2023-023), for an additional amount not-to-exceed $100,000, plus a 10% contingency in the amount of $41,700, resulting in a new total contract amount not-to-exceed $458,700.
ATTACHMENTS
1. Second Amendment to Consulting Services Agreement (C2023-23)
2. Consulting Services Agreement (C2023-23) and Prior Amendment 2 3
ATTACHMENT 1
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8 A
CONSULTING SERVICES AGREEMENT
This CONSULTING SERVICES AGREEMENT ("Agreement") is made and entered into as of March 1,2023 (the "Effective Date"), by and between the CITY OF TORRANCE, a municipal corporation ("C|TY"), and GSI Environmental, Inc., a Texas corporation ('coNSULTANT").
REGITALS:
CITY wishes to retain the services of an experienced and qualified CONSULTANT to prepare and implement a Soil Management Plan (SMP) for the former PPG lndustries site located at 465 Crenshaw Boulevard, Torrance, CA, and assist the City in coordinating with the Department of Toxic Substance Control (DTSC) in revoking a Land Use Covenant (LUC) in support of unrestricted land use redevelopment.
B. CONSULTANT represents that it is qualified to perform those services AGREEMENT:
1 SERVICES TO BE PERFORMED BY CONSULTANT
CONSULTANT will provide the services listed in the Scope of Services attached as Exhibit A. CONSULTANT warrants that all work and services set forth in the Scope of Services will be performed in a competent, professional and satisfactory manner.
TERM
Unless earlier terminated in accordance with Paragraph 4 below, this Agreement will continue in full force and effect from the Effective Date through February 28, 2025.
COMPENSATION
A. CONSULTANT's Fee
For services rendered pursuant to this Agreement, CONSULTANT will be paid in accordance with the Compensation Schedule attached as Exhibit B, provided, however, that in no event will the total amount of money paid CONSULTANT, for services initially contemplated by this Agreement, exceed the sum of $90,000 ("Agreement Sum"), unless otherwise first approved in writing by CITY.
B. Schedule of Payment.
Provided that CONSULTANT is not in default under the terms of this Agreement, upon presentation of an invoice, CONSULTANT will be paid the fees described in Paragraph 3.4. above, according to the <?
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Compensation Schedule. Payment will be due within 30 days after the date of the invoice.
4. TERMINATION OF AGREEMENT
A. Termination by CITY for Convenience
Clry may, at any time, terminate the Agreement for CITY's convenience and without cause.
2 Upon receipt of written notice from CITY of such termination for CITY's convenience, CONSULTANT will:
cease operations as directed by CITY in the notice;
take actions necessary, or that CITY may direct, for the protection and preservation of the work; and
except for work directed to be performed prior to the
effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders.
ln case of termination for CITY's convenience, CONSULTANT will be entitled to receive payment for work executed, together with costs incurred by reason of the termination, along with reasonable overhead and profit on work not executed.
B. Termination for Cause
lf either party fails to perform any term, covenant or condition in this Agreement and that failure continues for 15 calendar days after the nondefaulting party gives the defaulting party written notice of the failure to perform, this Agreement may be terminated for cause; provided, however, that if during the notice period the defaulting party has promptly commenced and continues diligent efforts to remedy the default, the defaulting party will have such additional time as is reasonably necessary to remedy the default.
ln the event this Agreement is terminated for cause by the default of CONSULTANT, CITY may, at the expense of CONSULTANT
and its surety, complete this Agreement or cause it to be completed. Any check or bond delivered to the CITY in connection with this Agreement, and the money payable thereon, will be forfeited to and remain the property of the CITY. All moneys due CONSULTANT under the terms of this Agreement will be retained by CITY, but the retention will not release CONSULTANT and its surety from liability for the default. Under these circumstances, however, CONSULTANT and its surety will be credited with the amount of money retained, toward any amount by which the cost of 1 a.
b.
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10 completion exceeds the Agreement Sum and any amount
authorized for extra services.
Termination for cause will not affect or terminate any of the rights of CITY as against CONSULTANT or its surety then existing, or that may thereafter accrue because of the default; this provision is in addition to all other rights and remedies available to the CITY under law.
C. Termination for Breach of Law
ln the event CONSULTANT or any of its officers, directors, shareholders, employees, agents, subsidiaries or affiliates is convicted (i) of a criminal offense as an incident to obtaining or attempting to obtain a public or private contract or subcontract, or in the performance of a contract or subcontract; (ii) under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or any other offense indicating a lack of business integrity or business honesty that currently, seriously, and directly affects responsibility as a public consultant or CONSULTANT; (iii) under state or federal antitrust statutes arising out of the submission of bids or proposals; or (iv) of violation of Paragraph 19 of this Agreement; or for any other cause CITY determines to be so serious and compelling as to affect CONSULTANT's responsibility as a public consultant or CONSULTANT, including but not limited to, debarment by another governmental agency, then CITY reserves the unilateral right to terminate this Agreement or to impose such other sanctions (which may include financial sanctions, temporary suspensions or any other condition deemed appropriate short of termination) as it deems proper. CITY will not take action until CONSULTANT has been given notice and an opportunity to present evidence in mitigation.
5. FORCE MAJEURE
lf any party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental control, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party's performance will be excused for a period equal to the period of that cause for failure to perform.
6. RETENTION OF FUNDS
CONSULTANT authorizes CITY to deduct from any amount payable to CONSULTANT (whether or not arising out of this Agreement) any amounts the payment of which may be in dispute or that are necessary to compensate CITY for any losses, costs, liabilities, or damages suffered by CITY, and all amounts for which CITY may be liable to third parties, by reason of CONSULTANT's acts 3 3[00395789.docx]
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or omiss¡ons in performing or failing to perform CONSULTANT's obligations under this Agreement. ln the event that any claim is made by a third party, the amount or validity of which is disputed by CONSULTANT, or any indebtedness exists that appears to be the basis for a claim of lien, CITY may withhold from any payment due, without liability for interest because of the withholding, an amount sufficient to cover the claim. The failure of CITY to exercise the right to deduct or to withhold will not, however, affect the obligations of CONSULTANT to insure, indemnify, and protect CITY as elsewhere provided in this Agreement.
7. CITY REPRESENTATIVE
Danny Santana, Assistant City Manager is designated as the "City Representative," authorized to act in its behalf with respect to the work and services specified in this Agreement and to make all decisions in connection with this Agreement. Whenever approval, directions, or other actions are required by CITY under this Agreement, those actions will be taken by the City Representative, unless othenruise stated. The City Manager has the right to designate another City Representative at any time, by providing notice to CONSULTANT.
CONSULTANT REPRESENTATIVEIS)
The following principal(s) of CONSULTANT are designated as being the principal(s) and representative(s) of CONSULTANT authorized to act in its behalf with respect to the work specified in this Agreement and make all decisions in connection with this Agreement:
Farid Achour, Ph.D PG, Principal Hydrogeologist
Bita Tabatabai, PE, Principal Engineer
9. INDEPENDENT CONTRACTOR
CONSULTANT is, and at all times will remain as to CITY, a wholly independent contractor. Neither CITY nor any of its agents will have control over the conduct of CONSULTANT or any of CONSULTANT's employees, except as otherwise set forth in this Agreement. CONSULTANT's agents and employees are not and shall not be considered employees of CITY for any purpose. CONSULTANT may not, at any time or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY. CITY has no duty, obligation, or responsibility to CONSULTANT's agents or employees under the Affordable Care Act. CONSULTANT is solely responsible for any tax penalties associated with the failure to offer affordable coverage to its agents and employees under the Affordable Care Act and any other liabilities, claims and obligations regarding compliance with the Affordable Care Act with respect to CONSULTANT's agents and employees. CITY is not responsible and shall not be held liable for CONSULTANT's failure to comply with CONSULTANT's duties, obligations, and responsibilities under the Affordable Care Act. CONSULTANT agrees to defend, indemnify and hold CITY harmless for any and alltaxes and penalties that may be assessed against CITY as a result of CONSULTANT's obligations under the Affordable Care Act relating to CONSULTANT's agents and employees.
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12 IO. BUSINESS LICENSE
CONSULTANT must obtain a City business license prior to the start of work under this Agreement, unless CONSULTANT is qualified for an exemption.
11. OTHER LICENSES AND PERMITS
CONSULTANT warrants that it has all professional, contracting and other permits and licenses required to undertake the work contemplated by this Agreement.
12. FAMILIARITY WITH WORK
By executing this Agreement, CONSULTANT warrants that CONSULTANT (a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending performance of the services required under this Agreement. lf the services involve work upon any site, CONSULTANT warrants that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of the services set forth in this Agreement.
Should CONSULTANT discover any latent or unknown conditions that will materially affect the performance of the services set forth in this Agreement, CONSULTANT must immediately inform CITY of that fact and may not proceed except at CONSULTANT's risk until written instructions are received from CITY. t3. CARE OF WORK
CONSULTANT must adopt reasonable methods during the term of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and other components to prevent losses or damages, and will be responsible for all damages to persons or property, until acceptance of the work by CITY, except those losses or damages as may be caused by CITY's own negligence.
14. GONSULTANT'S ACCOUNTING RECORDS: OTHER PROJECT RECORDS Records of CONSULTANT's time pertaining to the project, and records of accounts between CITY and CONSULTANT, will be kept on a generally recognized accounting basis. CONSULTANT will also maintain all other records, including without limitation, specifications, drawings, progress reports and the like, relating to the work and services identified in Exhib¡t A. All records will be availabte to CITY during normalworking hours. CONSULTANT will maintain these records for three years after final payment.
15. INDEMNIFICATION
To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless Agency and any and all of its officials, officers, employees, agents, successors, and volunteers ("lndemnified Parties") from and against any and all claims, actions, lawsuits, arbitration proceedings, losses, liabilities, damages, costs and expenses, including reasonable attorney's fees and costs, to the extent they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT. CONSULTANT's duty to defend any 5[00395789.docx]
13 claim, action, lawsuit, or arbitration proceeding (collectively, "Claim") shall consist of reimbursement of defense costs incurred by Agency in direct proportion to the CONSULTANT's proportionate percentage of fault concerning such Claim.
Notwithstanding the previous sentence: (1) in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business then the design professional shall meet and confer with other parties regarding unpaid defense costs and shall be liable for any such defense costs allowable by law; (2) CONSULTANT's duty to defend any Claim shall consist of reimbursement of all defense costs where a project-specific general liability policy insures all project participants for general liability exposures on a primary basis and also covers all design professionals for their legal liability arising out of their professional services on a primary basis.
I6. NON-LIABILITY OF CITY OFFICERS AND EMPLOYEES
No officer or employee of CITY will be personally liable to CONSULTANT, in the event of any default or breach by the CITY or for any amount that may become due to CONSULTANT.
17. INSURANCE
A CONSULTANT and its subCONSULTANTS must maintain for the duration of the Agreement at their sole expense the following insurance, which will be full coverage, not subject to self-insurance provisions:
1 Automobile Liability, including owned, non-owned and hired vehicles, with at least the following limits of liability:
a Primary Bodily lnjury with limits of at least $500,000 per person, $1,000,000 per occurrence; and
Primary Property Damage of at least $250,000 per
occurrence; or
c. Combined single limits of $1,000,000 per occurrence
Commercial General Liability including coverage for premises, products and completed operations, independent
CONSULTANTs/vendors, personal injury and contractual
obligations with combined single limits of coverage of at least $2,000,000 per occurrence, $4,000,000 aggregate.
Workers' Compensation coverage as required by the Labor Code of the State of California and, if workers' compensation is required, employer's liability insurance with minimum limits of ($t,000,000) per occurrence or occupational illness. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the CITY for all work performed by the CONSULTANT, its employees, agents and subcontractors.
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4 Professional Liability (Errors and Om issions) : I nsu rance appropriate to the CONSULTANT's profession, with limit no less than $2,000,000 per occurrence or claim, $4,000,000 aggregate.
The insurance provided by CONSULTANT will be primary and non- contributory.
CITY, the Successor Agency to the Former Redevelopment Agency of the City of Torrance, the City Council and each member thereof, members of boards and commissions, every officer, agent, official, employee and volunteer must be named as additional insureds under the automobile and general liability policies. Coverage can be provided in the form of an endorsement to the CONSULTANT's insurance or applicable policy language.
CONSULTANT must provide certificates of insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) indicating appropriate coverage, to the City Clerk of the City of Torrance before the commencement of work.
Each insurance policy required by this Paragraph must contain a provision that no termination, cancellation or change of coverage can be made without notice to the CITY.
lf the CONSULTANT maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or the higher limits maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY.
The procuring of insurance shall not be construed as a limitation on liability nor as full performance of the indemnification provisions of the CONSULTANT.
Claims Made Policies
lf any of the required policies provide coverage on a claims-made basis:
a. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
b. Insurance must be maintained and evidence of insurance must be provided for at /easf five (5) years after completion of the contract of work. c. lf coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the CONSULTANT must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work.
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15 CONSULTANT hereby grants to CITY a waiver of any right to subrogation which any insurer of said CONSULTANT may acquire against the CITY by virtue of the payment of any loss under such insurance. CONSULTANT agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the CITY has received a waiver of subrogation endorsement from the insurer.
I8. SUFFICIENCY OF INSURERS
lnsurance required by this Agreement will be satisfactory only if issued by companies admitted to do business in California, rated "A" or better in the most recent edition of Best's Key Rating Guide, and only if they are of a financial category Class Vll or better, unless these requirements are waived by the Risk Manager of CITY ("Risk Manager") due to unique circumstances. In the event the Risk Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to CITY, the CONSULTANT agrees that the minimum limits of any insurance policies or performance bonds required by this Agreement may be changed accordingly upon receipt of written notice from the Risk Manager; provided that CONSULTANT will have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of CITY within 10 days of receipt of notice from the Risk Manager.
GONFLICT OF INTEREST
A. No officer or employee of the CITY may have any financial interest, direct or indirect, in this Agreement, nor may any officer or employee participate in any decision relating to the Agreement that affects the officer or employee's financial interest or the financial interest of any corporation, partnership or association in which the officer or employee is, directly or indirectly interested, in violation of any law, rule or regulation.
No person may offer, give, or agree to give any officer or employee or former officer or employee, nor may any officer or employee solicit, demand, accept, or agree to accept from another person, a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, preparation or any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any way pertaining to any program requirement, contract or subcontract, or to any solicitation or proposal.
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20. NOTICE
A. All notices, requests, demands, or other communications under this Agreement will be in writing. Notice will be sufficiently given for all purposes as follows:
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