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HomeMy WebLinkAbout09 - Approval of On-Call PSA for Geotechnical and Material Testing ServicesQ �EwPpRT CITY OF s NEWPORT BEACH `q44:09 City Council Staff Report February 10, 2026 Agenda Item No. 9 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: David A. Webb, Public Works Director - 949-644-3311, dawebb@newportbeachca.gov PREPARED BY: Andy Tran, Principal Civil Engineer — 949-644-3315, atran@newportbeachca.gov TITLE: Approval of On -Call Professional Services Agreements for Geotechnical and Material Testing Services ABSTRACT: A large portion of the City of Newport Beach's Capital Improvement Program (CIP) requires professional geotechnical and material testing services to evaluate and support design options and to confirm conformance to project specifications during construction. Accordingly, staff issued a request for proposals (RFP) for these services and requests the City Council's consideration of four on -call professional services agreements (PSA). Each professional geotechnical and material testing services agreement would be for a term of three years, and a total not -to -exceed amount of $500,000. RECOMMENDATIONS: a) Determine this action is exempt from the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) and 15060(c)(3) of the CEQA Guidelines because this action will not result in a physical change to the environment, directly or indirectly; and b) Approve On -Call Professional Services Agreements with Verdantas Inc., Geocon West, Inc., GMU Geotechnical, Inc. and Ninyo & Moore Geotechnical & Environmental Sciences Consultants for geotechnical and material testing services, with each agreement being for a term of three years and a total not -to -exceed amount of $500,000, and authorize the Mayor and City Clerk to execute the agreements. DISCUSSION: The City's proposed CIP budget anticipates more than $112 million in facilities, parks, harbors, beaches, streets, transportation, water and wastewater improvement projects through individual CIP projects for Fiscal Year 2025-26. Most of these projects require some level of geotechnical and material testing services such as material observation and testing, trench backfill and compaction testing, geotechnical recommendations, pipe welding, and structural inspections. These services require personnel with specialized training, certifications and licenses. Approval of On -Call Professional Services Agreements for Geotechnical and Material Testing Services February 10, 2026 Page 2 In addition, soil and material testing is performed in certified laboratories by certified technicians. The City does not have the resources to perform these services in-house. To continue to support the City's CIP, staff requests approval of four on -call PSAs with Verdantas Inc., Geocon West, Inc., GMU Geotechnical, Inc., (GMU) and Ninyo & Moore Geotechnical & Environmental Sciences Consultants (Ninyo & Moore) for geotechnical and material testing services. The City currently has four similar on -call agreements with four geotechnical firms. These current agreements were approved on June 8, 2021, and each had a not -to -exceed amount of $300,000 and a three-year term. These agreements were amended on March 26, 2024, to increase the total NTE amount to $375,000 (total of $1.5 million) and to extend the term to June 7, 2026. Of this amount, approximately $1.45 million, or approximately 97% has been encumbered or spent. To continue with geotechnical support for the City's CIP, staff recommends the approval of four on -call PSAs at a not - to -exceed amount of $500,000 per agreement for a three-year term. The increased amount of each agreement is needed to address the rising costs of labor and increased project workload. On October 8, 2025, staff issued an RFP to provide geotechnical and material testing services. The City received 15 proposals that were reviewed in detail. The following is a ranking of the firms that submitted a proposal: Firm Name Total Score Rank Verdantas, Inc. 280 1 Geocon West, Inc. 275 2 GMU Geotechnical Engineering 275 3 Ninyo & Moore 274 4 Twining, Inc. 270 5 NV5 269 6 AESCO 260 7 Certerra RMA Group 246 8 C.E.M. Lab 245 9 Hushmand Associates 241 10 Koury Engineering & Testing, Inc. 230 11 MTGL, Inc. 220 12 Petra Geosciences, Inc. 220 13 Fenagh, Inc. 219 14 Southwest Inspection and Testing 210 15 The City's proposal review team consisted of three staff members from the Public Works Department. Using the qualification -based selection process, the proposals were evaluated by the review team independently. Proposal evaluations were based on the consultant's understanding of the scope of work, experience, qualifications and availability of staff. While many of the firms met the minimum qualifications outlined in the RFP, the top four consultants were selected by the review team as the most qualified and responsive firms. The four firms have successfully completed similar services for other Approval of On -Call Professional Services Agreements for Geotechnical and Material Testing Services February 10, 2026 Page 3 local agencies, and their billing rates are consistent with industry standards and their peers. Verdantas, Inc., Geocon West, Inc., and GMU are currently performing these services for the City and have had high marks for their current efforts. FISCAL IMPACT: There is no direct fiscal impact related to this item as the award of the on -call agreements does not create an obligation to expend funds. Funding for the work done under these on -call agreements will be expensed to individual projects and work efforts within the City's approved operating and CIP budgets. ENVIRONMENTAL REVIEW: Staff recommends the City Council find this action is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. z[9111I:N1►Les The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). ATTACHMENTS: Attachment A — PSA with Verdantas, Inc. Attachment B — PSA with Geocon West, Inc. Attachment C — PSA with GMU Attachment D — PSA with Ninyo & Moore Attachment A ON -CALL PROFESSIONAL SERVICES AGREEMENT WITH VERDANTAS INC. FOR GEOTECHNICAL AND MATERIALS TESTING SERVICES THIS ON -CALL PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 10th day of February, 2026 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and Verdantas Inc., a California corporation ("Consultant"), whose address is 2600 Michelson Drive, Suite 400, Irvine CA 92612, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Consultant to perform on -call geotechnical and materials testing services ("Project'). C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on February 9, 2029, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED 2.1 Consultant shall perform the on -call services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). Upon written request from the Project Administrator as defined herein, Consultant shall provide a letter proposal for Services requested by the City (hereinafter referred to as the "Letter Proposal"). The Letter Proposal shall include the following: 2.1.1 A detailed description of the Services to be provided; 2.1.2 The position of each person to be assigned to perform the Services, and the name of the individuals to be assigned, if available; and 2.1.3 The estimated number of hours and cost to complete the Services; 2.1.4 The time needed to finish the specific project. 2.2 No Services shall be provided until the Project Administrator has provided written acceptance of the Letter Proposal. Once authorized to proceed, Consultant shall diligently perform the duties in the approved Letter Proposal. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in Exhibit A and the Letter Proposal. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A and the Letter Proposal, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand -delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Letter Proposal and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Five Hundred Thousand Dollars and 00/100 ($500,000.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant's bills shall include the name of the person Verdantas Inc. Page 2 who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement and the Letter Proposal or specifically approved in writing in advance by City. 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B and the Letter Proposal. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Jeff L. Hull to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the Public Works Department. City's Director of Public Works or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of all existing Verdantas Inc. Page 3 relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and legally recognized professional standards. 8.2 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties"), from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), and which relate (directly or indirectly) to the negligence, recklessness, or willful misconduct of the Consultant or its principals, officers, agents, employees, vendors, suppliers, subconsultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them. 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence, active negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action Verdantas Inc. Page 4 on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Consultant or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. Verdantas Inc. Page 5 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -venture or syndicate or co -tenancy, which shall result in changing the control of Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A and the Letter Proposal. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Additionally, all material posted in cyberspace by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents, including all logins and password information to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant, and City assumes Verdantas Inc. Page 6 full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 17.3 Computer Aided Design and Drafting ("CADD") data delivered to City shall include the professional stamp of the engineer or architect in charge of or responsible for the Work. City agrees that Consultant shall not be liable for claims, liabilities or losses arising out of, or connected with (a) the modification or misuse by City, or anyone authorized by City, of CADD data; or (b) any use by City, or anyone authorized by City, of CADD data for additions to this Project, for the completion of this Project by others, or for any other Project, excepting only such use as is authorized, in writing, by Consultant. By acceptance of CADD data, City agrees to indemnify Consultant for damages and liability resulting from the modification or misuse of such CADD data. All original drawings shall be submitted to City in the version of AutoCAD used by the City in .dwg file format, and should comply with the City's digital submission requirements for improvement plans available from the City's Public Works Department. 17.4 All improvement and/or construction plans shall be plotted on standard twenty-four inch (24") by thirty-six inch (36") paper size. Consultant shall provide to City digital 'As -Built' drawings in both AutoCAD and Adobe PDF file format within thirty (30) days after finalization of the Project. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement. 20. RECORDS Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. Verdantas Inc. Page 7 21. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST 24.1 Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et seq., which (1) require such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibit such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act and/or Government Code §§ 1090 et seq., Consultant shall conform to all requirements therein. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES 25.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. Verdantas Inc. Page 8 25.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Director of Public Works Public Works Department City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 25.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Kristen D Williams Verdantas Inc. 2600 Michelson Drive, Suite 400 Irvine, CA 92612 26. CLAIMS 26.1 Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request for payment. Consultant and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Consultant shall be required to file any claim Consultant may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 26.2 To the extent that Consultant's claim is a "Claim" as defined in Public Contract Code section 9204 or any successor statute thereto, the Parties agree to follow the dispute resolution process set forth therein. Any part of such "Claim" remaining in dispute after completion of the dispute resolution process provided for in Public Contract Code section 9204 or any successor statute thereto shall be subject to the Government Claims Act requirements requiring Consultant to file a claim in strict conformance with the Government Claims Act. To the extent that Contractor/Consultant's claim is not a "Claim" as defined in Public Contract Code section 9204 or any successor statute thereto, Consultant shall be required to file such claim with the City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 27. TERMINATION 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due Verdantas Inc. Page 9 performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. PREVAILING WAGES 28.1 Pursuant to the applicable provisions of the Labor Code of the State of California, not less than the general prevailing rate of per diem wages including legal holidays and overtime Work for each craft or type of workman needed to execute the Work contemplated under the Contract shall be paid to all workmen employed on the Work to be done according to the Contract by the Consultant and any subcontractor. In accordance with the California Labor Code (Sections 1770 et seq.), the Director of Industrial Relations has ascertained the general prevailing rate of per diem wages in the locality in which the Work is to be performed for each craft, classification, or type of workman or mechanic needed to execute the Contract. A copy of said determination is available by calling the prevailing wage hotline number (415) 703-4774 and requesting one from the Department of Industrial Relations. The Consultant is required to obtain the wage determinations from the Department of Industrial Relations and post at the job site the prevailing rate or per diem wages. It shall be the obligation of the Consultant or any subcontractor under him/her to comply with all State of California labor laws, rules and regulations, and the parties agree that the City shall not be liable for any violation thereof. 28.2 If both the Davis -Bacon Act and State of California prevailing wage laws apply and the federal and state prevailing rate of per diem wages differ, Consultant and subcontractor, if any, shall pay the higher of the two rates. Said prevailing rate of per diem wages are on file at the City, Office of the City Clerk, 100 Civic Center Drive, Newport Beach, California 92660, and are available to any interested party on request. 29. STANDARD PROVISIONS 29.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 29.2 Compliance with all Laws. Consultant shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable City, Verdantas Inc. Page 10 county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 29.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 29.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 29.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 29.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 29.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 29.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 29.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 29.10 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 29.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 29.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Verdantas Inc. Page 11 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: (115/-zd By: A ron C. Harp o �• l '�-� d'� City Attorney ATTEST: Date: CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Lauren Kleiman Mayor CONSULTANT: Verdantas Inc., a California corporation Date: By: Lena Shumway Kristen D Williams City Clerk Secretary Date: By: Sean Colorado Vice President [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Verdantas Inc. Page 12 EXHIBIT A SCOPE OF SERVICES Verdantas Inc. Page A-1 SCOPE OF SERVICES ON -CALL GEOTECHNICAL AND MATERIAL TESTING SCOPE OF SERVICES The following is a list of on -call geotechnical and materials testing services that shall be required: • Conduct geotechnical observations, field and lab testing for various types of projects including, but not limited to, above and below ground structures, earthwork and grading, slope stability analysis, gravity and pressure pipelines, and roadway construction. • Observe and test trench backfill, street subgrade, base material, asphalt concrete (AC), Portland Cement Concrete (PCC) and any other material. • Perform compaction testing of various materials, laboratory testing related to all aspects of geotechnical engineering. • Perform wet track abrasion testing for slurry seals. • Prepare geotechnical engineering reports with recommendations such as pavement design and compaction reports, subgrade treatment, and various geotechnical engineering studies. • Attend field meetings and other geotechnical support services as requested. • Perform field investigation such as pavement coring and boring. • Collaborate and work with City staff on various projects as assigned. City of Newport Beach On -Call Geotechnical Observation and Material Testing Services Scope of Services With regard to services provided and Verdantas' expertise, the following is a summary of the services to be provided by Consultant. Any of these services shall be utilized during the course of the Agreement to fulfil the needs of the project. Geotechnical Engineering and Material Sampling/Testing GEOTECHNICAL INVESTIGATION Geotechnical investigations shall be performed in general accordance with Orange County and governing jurisdictional requirements. Consultant shall be mobilized and managed out of their Irvine Office and shall utilize resources if needed from other nearby offices. Consultant shall prepare detailed proposals tailored to meet the goal of each individual project. The proposals will present a clear summary of recommended work scope, anticipated schedule, and a breakdown of associated fees. Each proposal will be crafted with a focus on providing expedient and cost-effective engineering solutions. Research and Studies: Initial Research and Studies for the project shall consist of performing a review of existing available documents, geologic maps, and plans relevant to the project that will provide a useful understanding of existing site conditions and site history Field Exploration: In preparing the scope of a field investigation, Consultant's technical staff shall visit the Project site to ascertain equipment access, utility conflicts, and suitable methods of exploration. Consultant shall prepare a geotechnical scope of work specific to the Project, the site conditions, and the requirements of the City and any other municipalities that may be concerned. Field exploration shall be conducted under the direct supervision of licensed Geotechnical Engineers and/or Certified Engineering Geologists provided by Consultant. Consultant's field exploration shall utilize an array of available exploration and field testing techniques, including hollow -stem auger drilling, Cone Penetrometer Test (CPT) soundings, air- and mud -rotary drilling, rock coring, hand excavated augers, hand excavated Dynamic Cone Penetrometers (DCP), downhole logging of large -diameter borings, geophysical surveys, test pits, infiltration testing, installation of field monitoring instrumentation, and others. laboratory Testing: Selected soil samples obtained from Consultant's subsurface exploration shall be tested at Consultant's in-house Irvine (LEA approved) geotechnical laboratory in general accordance with applicable ASTM standards. Sample procurement and handling is performed per ASTM. Consultant has the capabilities to perform a full spectrum of geotechnical soil testing in-house. Report and Findings: Consultant shall prepare a geotechnical design report in general accordance with the current California Building Code and CGS Note 48 guidelines and requirements. The report shall contain graphics and discussions presenting findings, conclusions, and recommendations for the project. The report shall be signed by both a California Certified Engineering Geologist (CEG) and a Geotechnical Engineer (GE) provided by Consultant. Consultant's geotechnical investigation report shall include a summary of findings including site subsurface conditions, geologic hazards and site seismic parameters. Geotechnical recommendations shall include earthwork recommendations for structure pad and site preparation, foundation design parameters, lateral earth pressures, slab on grade recommendations, pavement designs, temporary excavation, and other project -specific geotechnical recommendations. Consultant's report shall also include construction considerations such as rippability, discussion of ground improvement alternatives, temporary excavations, corrosivity and sulfate/chloride attack potential of site soils, and others. A/E Team Coordination and Review: Consultant shall provide geotechnical support for City's design team during preparation of the project drawings and specifications. Consultant shall review the project drawings and specifications for compliance with Consultant's geotechnical recommendations. Verdantas.com 110- City of Newport Beach On -Call Geotechnical Observation and Material Testing Services GEOTECHNICAL OBSERVATION AND TESTING SERVICES Consultant shall document that the work performed is in compliance with the applicable plans and specifications, and in accordance with applicable sections of the current California Building Code. Consultant's geologist and/or soils technician shall inspect excavations to verify that the conditions anticipated based on the approved project geotechnical report have been encountered, and provide corrective recommendations as deemed appropriate. Consultant's site qualified engineering technicians shall perform field observations and testing of earthwork operations. Field testing and observation activities shall be performed on an "on -call" basis upon request by the City at the appropriate times during construction. Consultant's field representative shall be present continuously during the earthwork associated with remedial grading and/or preparation of building pads so they may properly document the depth overexcavation and geotechnical characteristics of the compaction of the fill. Consultant's scope of services shall also consist of the following field, laboratory and office work, generally presented in chronological order: Pre -Construction Plan Review: Perform a technical review of the grading plans and foundation plans for the Project by Consultant's provided Geotechnical Engineer (GE) and Certified Engineering Geologist (CEG). Prepare a letter documenting a review of each plan set, including signature and stamp, as needed. Pre -Construction Meeting: Consultant's project manager and/or field operations manager shall attend pre - construction meetings with representatives of the contractors/sub-contractors and construction management team to establish any site access restrictions, points of contact, protocol for scheduling services, and distribution list for Daily Field Reports (DFRs) and test results. Geotechnical Field Observation and Testing: Consultant's soil technicians shall provide periodic and continuous geotechnical observations and testing during site preparation, overexcavation, and fill placement during earthwork construction, and general site grading. The frequency of observation and testing required shall be established by the governing agency and the project inspector at the pre -construction meeting. In -situ density testing shall be performed using a nuclear moisture/density gauge (ASTM D 6938). Geotechnical laboratory Testing: Geotechnical (soil) laboratory testing of selected onsite or import soil samples shall be performed to evaluate their geotechnical characteristics. Project Management: Consultant shall review DFRs and laboratory test results, and prepare reports for distribution. Geotechnical concerns encountered in the field and noted in the daily reports, and any material tested and found to not conform to project specifications, shall be brought to City's attention. Consultant's Certified Engineering Geologist shall provide supervision, quality review, and project management . Hard copies of the DFRs shall be made available to City upon request. Verdantas.com 00- City of Newport Beach On -Call Geotechnical Observation and Material Testing Services MATERIALS TESTING AND SPECIAL INSPECTION SERVICES Consultant shall prepare neat, clear, and detailed inspection reports, maintain both daily inspection reports, and maintain a daily diary of inspection activities. Reports shall includes recognition of whether the work in progress conforms to the approved plans, specifications, and generate job memorandums for review and approval by the City. Consultant's laboratory shall provide a quality assurance plan for reliable tests results that are communicated in a timely manner and proper documentation for project close-out. Typical materials testing and special inspection tasks include, but are not limited to, the following: Concrete Testing and Inspection: Provide experienced inspectors during concrete batch plant operations. Batch plant inspection shall consist of monitoring the batch weights and periodic inspection of the aggregate stockpiles and cement bins. Written reports of all inspections shall be provided on a daily basis and at the completion of the Project. Consultant shall also perform material testing of Portland concrete cement (PCC) cylinders. Compression testing of concrete specimens sampled by Consultant shall be performed in accordance to ASTM C39. Written reports of all tests presenting applicable information shall be prepared at the completion of testing and distributed as required by the City. Asphaltic Concrete: Consultant shall provide inspectors during asphaltic concrete plant operations. Written reports of the inspections shall be provided on a daily basis and at the completion of the Project. Expansion and Adhesive Anchors, Dowels: Consultant shall provide special inspection of powder driven concrete anchors, expansion anchors, adhesive anchors and dowels. Consultant will examine the installation of these anchors in accordance with ICC research report for the specific anchor to be used. Consultant shall provide proof testing in tension for the installed anchors per the testing frequencies stated in the approved contract documents. Structural Masonry Inspection: Consultant shall provide inspectors that have been certified as a special inspector for structural masonry. Their work shall consist of inspection of placement of all reinforcing steel and masonry units during the construction of the structures for compliance of the approved plans and job specifications Inclusive of material testing of mortar and grout. Compression testing of composite masonry prisms, mortar cylinders and grout prism test specimens molded by Consultant shall be performed in accordance to ASTM E447, C780 and C1019. Consultant shall also provide written reports of all tests presenting applicable information as required by the City. Structural Steel: Consultant shall perform inspection of welding procedures and welds for conformance to approved plans, specifications, and building codes. This inspection shall be on a continuous basis during all shop structural welding. Consultant's inspector may use gamma ray, sonic or any other aid for visual inspection that may deem necessary to assure the adequacy of the welding. During welding inspection, inspector shall examine the installation of high -strength bolts for conformance to the job specifications. inspector shall check the materials, equipment, and details of construction and installation procedure. Daily reports of the inspections and weekly summary reports shall be provided to the City. Fireproofing: Consultant's inspectors shall be certified as special inspectors for the installation of spray -applied fireproofing. During installation of spray -applied fireproofing, inspectors will check the thickness, perform adhesion testing in the field, and sample applied material for testing in the laboratory. Roofing Inspection: If needed, a subconsultant shall provide roofing inspection services and review of roofing specifications, address any issues, and agree on corrective actions prior to the start of installation. Consultant's inspector shall perform full-time inspections, assuring adherence to roof specifications, and provide close-out documents. Laboratory Testing: All tests shall be performed in accordance with the respective ASTM test method and California test method as appropriate, in accordance with all requirements. Verdantas.com EXHIBIT B SCHEDULE OF BILLING RATES Verdantas Inc. Page B-1 verda ntas City of Newport Beach On -Call Services 2025 BILLING RATE SCHEDULE (Verdantas West) Professional Services Hourly Rate Support Cont'd Hourly Rate Senior Consultant I, Associate $285.00 Administrative//Technical $100.00 Senior Consultant 11, Principal $325.00 Editor/ Project Coordinator I Senior Consultant III, Sr. Principal $380.00 Administrative//Technical $130.00 Project Manager $245.00 Editor/Project Coordinator II Senior Project Manager $260.00 Operations / Laboratory Manager $230.00 Field/Lab Supervisor $180.00 Staff I Engineer/Scientist/Geologist $200.00 Staff II Engineer/Scientist/Geologist $205.00 CAD/GIS/Data Management Hourly Rate Project Engineer/Scientist/Geologist $225.00 CAD Designer 1 $150.00 Senior Engineer/Scientist/Geologist $245.00 CAD Designer II $165.00 Project Designer $170.00 support Hourly Rate Senior Project Designer $190.00 Field/Lab Technician 1 $110.00 CAD Technician 1 $130.00 Field/Lab Technician II/Special Inspector $120.00 CAD Technician II $145.00 Field/Lab Technician III/Special Inspector II $130.00 CAD Technician III $155.00 Senior Technician/Senior Special Inspector $140.00 Source Inspector $165.00 GIS Analyst 1 $155.00 System Operation & Maintenance Specialist $190.00 GIS Analyst II $165.00 Non -Destructive Testing (NDT) Specialist $195.00 Senior GIS Analyst $220.00 Prevailing Wage (Group 1) * $195.00 GIS Technician 1 $130.00 Prevailing Wage (Group 2) * $200.00 GIS Technician II $150.00 Prevailing Wage (Group 3) * $205.00 City of Los Angeles Deputy Building/ $205.00 Data Manager $170.00 Grading Inspector Senior Data Manager $195.00 NOTES: 1. Standard Billing Rates: Our standard billing rates will remain un-modified throughout the duration of the contract term. 2. *Prevailing Wages: Our fees for prevailing wage work are based upon California prevailing wage laws and wage determinations. Unless specifically indicated in our proposal, costs for apprentice are not included. If we are required to have an apprentice on your project, additional fees will be charged. Prevailing wage rates will increase by $8 on July 1 st of each year. 3. Higher Hourly Rates: Certain services, such as emergency/rapid response consulting, may be subject to higher hourly billing rates as agreed upon on a project -specific basis. 4. Overtime: Standard overtime rate is per California Labor Law and is billed at 1.5 or 2 times their hourly billing rate. Overtime rate for non- exempt field personnel working on a Verdantas observed holiday is billed at 2 times their hourly billing rate. Overtime rate for Prevailing wage work is per the California Department of Industrial Relations (DIR) determination and is multiplied at 1.5 to 2 times their hourly billing rate for overtime and double-time, respectively. 5. Field Equipment and Supplies: Field equipment and in-house supplies will be billed at fixed unit prices, subject to periodic updates. 6. Subcontractors and Project Expenses: Heavy equipment, subcontractor fees and expenses, project -specific permits and/or licenses, project -specific supplemental insurance, travel, subsistence, project -specific parking charges, shipping, reproduction, and other reimbursable expenses will be invoiced at cost plus 15%, unless billed directly to and paid by client or in accordance with the specific project agreement. 7. Mileage: Standard billing rates include all incurred mileage. 8. Minimum Field Hourly Charges: For Field Technicians, Special Inspectors, or any on -site (field) materials testing services: 2 hours: 2-hour minimum charge will be applied to any field visit for technicians or to any service canceled on the same day of service. 4 hours: 4-hour minimum charge up to the first four hours of work. 8 hours: 8-hour minimum charge for over four hours of work, up to eight hours. Project time accrued includes portal to portal travel time for technicians and special inspectors. 9. Client Disclosures: Client agrees to provide all information in Client's possession about actual or possible presence of buried utilities and hazardous materials on the project site, prior to fieldwork, and agrees to reimburse Verdantas for all costs related to unanticipated discovery of utilities and/or hazardous materials. Client is also responsible for providing safe and legal access to the project site for all Verdantas field personnel. 10. All expert fees, overtime fees, materials and equipment fees, and overall project fees shall be approved in writing by the City prior to being incurred. West 1110512025 - Full xverda ntas City of Newport Beach On -Call Services GEOTECHNICAL LABORATORY TESTING METHOD Classification & Index Properties Photograph of sample Moisture content (ASTM D2216) Moisture & density (ASTM D2937) ring samples Moisture & density (ASTM D2937) Shelby tube or cutting Atterberg limits 3 points (ASTM D4318) - Single point, non -plastic - Atterberg limits (organic ASTM D2487 / D4318) - Visual classification as non -plastic (ASTM D2488) Particle size: - Sieve only 1'/z inch to #200 (AASHTO T27/ASTM C136/ASTM D6913/CTM 202) - Large sieve 6 inch to #200 (AASHTO T27/ASTM C136/ASTM D6913/CTM 202) - Hydrometer only (ASTM D7928) - Sieve + hydrometer 53 inch sieve, (ASTM D7928) - Percent passing #200 sieve, wash only (ASTM D1140) Specific gravity and absorption of fine aggregate (AASHTO T84/ASTM C128/ASTM D854/CTM 207) Specific gravity and absorption of coarse aggregate (AASHTO T85/ASTM C127/CTM 206) Total porosity - on Shelby tube sample (calculated) Total porosity - on other sample (calculated) Shrinkage limits wax method (ASTM D4943) Pinhole dispersion (ASTM D4647) Total porosity - on other sample (calculated) Dispersive characteristics (double hydrometer ASTM D4221) As -received moisture & density (chunk/carved sample) Sand Equivalent (AASHTO T176/ASTM D2419/CTM 217) Sieve + hydrometer <-3-inch sieve, (ASTM D7928) Shear Strenoth Pocket penetrometer Direct shear (ASTM D3080, mod., 3 points): - Consolidated undrained - 0.05 inch/min (CU) - Consolidated drained - <0.05 inch/min (CD) Residual shear EM 1110-2-1906-IXA (price per each additional pass after shear) Remolding or hand trimming of specimens (3 points) Oriented or block hand trimming (per hour) Single point shear Torsional shear (ASTM D6467 / ASTM D7608) Compaction & Pavement Subarade Tests Standard Proctor compaction, 4 points (ASTM D698) 4-inch diameter mold (Methods A & B) 6-inch diameter mold (Method C) Modified Proctor compaction 4 points (ASTM D1557): - 4-inch diameter mold Methods A & B - 6-inch diameter mold Method C Check point (per point) Relative compaction of untreated/treated soils/aggregates (CTM 216) Relative density 0.1 ft mold (ASTM D4253, D4254) California Bearing Ratio (ASTM D1883) - 3 point California Bearing Ratio (ASTM D1883) -1 point R-Value untreated soils/aggregates (AASHTO T190/ ASTM D2844/CTM 301) R-Value lime or cement treated soils/aggregates (AASHTO T190/ ASTM D2844/CTM 301) Soil Chemistry & Corrosivity pH Method A (ASTM D4972 or CTM 643) Electrical resistivity — single point — as received moisture Minimum resistivity 3 moisture content points (ASTM G187/CTM 643) pH + minimum resistivity (CTM 643) Sulfate content - gravimetric (CTM 417 B Part 2) $/TEST METHOD $/TEST Soil Chemistry & Corrosivity cont'd 15 Sulfate content - by ion chromatograph (CTM 417 Part 2) 85 25 Sulfate screen (Hach®) 35 37 Chloride content (AASHTO T291/CTM 422) 75 45 pH + minimum resistivity (CTM 643) 140 160 Chloride content — by ion chromatograph (AASHTO 85 90 T291/CTM 422) 195 Corrosion suite: minimum resistivity, sulfate, chloride, 285 15 pH (CTM 643) Organic matter content (ASTM D2974) 70 155 Consolidation & Expansion/Swell Tests Consolidation (ASTM D2435): 210 195 Each additional time curve. 50 Each additional load/unload w/o time reading 45 120 Expansion Index (ASTM D4829) 140 200 Relative compaction of untreated/treated soils/ 270 75 aggregates (CTM 216) 140 Relative density 0.1 ft mold (ASTM D4253, D4254) 250 California Bearing Ratio (ASTM D1883) - 3 point 535 110 California Bearing Ratio (ASTM D1883) -1 point 200 R-Value untreated soils/aggregates (AASHTO T190/ 335 180 ASTM D2844/CTM 301) 165 R-Value lime or cement treated soils/aggregates 365 135 (AASHTO T190/ ASTM D2844/CTM 301) 225 Swell collapse Method A up to 10 load/unloads w/o 310 165 time curves (ASTM D4546-A) 215 Single load swell/collapse - Method B (ASTM 115 D4546-13, seat, load & inundate only) 65 Triaxial Tests 115 Unconfined compression strength of cohesive soil 145 200 (with stress/strain plot, ASTM D2166) Unconsolidated undrained triaxial compression test 185 20 on cohesive soils(UU, ASTM D2850, USACE Q test, per confining stress) 320 Consolidated undrained triaxial compression test 400 385 for cohesive soils, (CU, ASTM D4767, USACE R-bar test) 55 with back pressure saturation & pore water pressure measurement (per confining stress) 95 Consolidated drained triaxial compression test (CD, 70 USACE S), with volume change measurement. Price 115 per soil type below EM 1110-21906(X): 880 - Sand or silty sand soils (per confining stress) 400 - Silt or clayey sand soils (per confining stress) 535 - Clay soils (per confining stress) 755 170 - Three -stage triaxial (sand or silty sand soils) 700 230 - Three -stage triaxial (silt or clayey sand soils) 935 - Three -stage triaxial (clay soils) 1,320 235 - Remolding of test specimens 70 265 Hydraulic Conductivity Tests 70 Triaxial permeability in flexible -wall permeameter with 335 270 backpressure saturation at one effective stress (EPA 9100/ASTM D5084, falling head Method C): 250 Each additional effective stress 130 535 Hand trimming of soil samples for horizontal K 65 200 Remolding of test specimens 70 335 Permeability of granular soils (ASTM D2434) 145 Soil -Cement 365 Moisture -density curve for soil -cement mixtures (ASTM 260 D558) Wet -dry durability of soil -cement mixtures (ASTM D559)' 1,290 50 Compressive strength of molded soil -cement cylinder 65 50 (ASTM D1633)' 95 Soil -cement remolded specimen (for shear strength, 250 consolidation, etc.)' 140 'Compaction (ASTM D558 maximum density) should 75 also be performed - not included in above price West 1110512025 - Full verda ntas City of Newport Beach On -Call Services CONSTRUCTION MATERIALS LABORATORY TESTING METHOD Concrete Strength Characteristics Concrete cylinders compression (ASTM C39) (6" x 12" and 4"x8") Compression, concrete or masonry cores (testing only) 156 inch (ASTM C42) Trimming concrete cores (per core) Flexural strength of concrete (simple beam-3rd pt. loading, ASTM C78/CTM 523) Flexural strength of concrete (simple beam- center pt. loading, ASTM C293/CTM 523) Non shrink grout cubes (2 inch, ASTM C109/C1107) Drying shrinkage - four readings, up to 90 days, 3 bars (ASTM C157) Length of concrete cores (CTM 531) Hot Mix Asphalt (HMA) Resistance of compacted HMA to moisture -induced damage (AASHTO T283/CTM 371) Hamburg Wheel, 4 briquettes (modified) (AASHTO T324) Superpave gyratory compaction (AASHTO T312/ ASTM D6925) Extraction by ignition oven, percent asphalt (AASHTO T308/ASTM D6307/CTM 382) Ignition oven correction/correlation values (AASHTO T308/ASTM D6307/CTM 382) Extraction by centrifuge, percent asphalt (ASTM D2172) Gradation of extracted aggregate (AASHTO T30/ ASTM D5444/CTM 202) Stabilometer, S-Value (ASTM D1560/CTM 366) Bituminous mixture preparation (AASHTO R30/ CTM 304) Moisture content of HMA (AASHTO T329/ASTM D6037 /CTM 370) Bulk specific gravity of compacted HMA, molded specimen or cores, uncoated (AASHTO T166/ ASTM D2726/CTM 308) Bulk specific gravity of compacted HMA, molded specimen or cores, paraffin -coated (AASHTO T275/ ASTM D1188/CTM 308) Maximum density - Hveem (CTM 308) Theoretical maximum density and specific gravity of HMA (AASHTO T209/ASTM D2041 /CTM 309) Thickness or height of compacted bituminous paving Mixture specimens (ASTM D3549) Wet track abrasion of slurry seal (ASTM D3910) Rubberized asphalt (add to above rates) Brick Compression - cost for each, 5 required (ASTM C67) Absorption - cost for each, 5 required (ASTM C67) Aggregate Properties Bulk density and voids in aggregates (AASHTO T19/ ASTM C29/ CTM 212) Organic impurities in fine aggregate sand (AASHTO T21/ ASTM C40/CTM 213) LA Rattler -smaller coarse aggregate <15' (AASHTO /ASTM C131 / CTM 211) LA Rattler -larger coarse aggregate 1-3" (AASHTO T96/ ASTM C535/CTM 211) Apparent specific gravity of fine aggregate (AASHTO T84/ ASTM C128/CTM 208) Specific gravity and absorption of coarse aggregate (ASTM C127/CTM 206) >#4 retained Clay lumps, friable particles (AASHTO T112/ASTM C142) Durability Index (AASHTO T210/ASTM D3744/ CTM 229) Moisture content of aggregates by oven drying (AASHTO T255/ASTM C566/CTM 226) Uncompacted void content of fine aggregate (AASHTO T304/ ASTM C1252/ CTM 234) Percent of crushed particles (AASHTO T335/ ASTM D5821/CTM 205) $/TEST METHOD $/TEST Aggregate Properties cont'd 40 Flat & elongated particles in coarse aggregate (ASTM 230 D4791 /CTM 235) 45 Cleanness value of coarse aggregate (CTM 227) 225 Soundness, magnesium (AASHTO T104/ASTM 240 25 C88/CTM 214) 90 Soundness, sodium (AASHTO T104/ASTM C88/ 695 CTM 214) 90 Masonry Mortar cylinders 2" x 4" (ASTM C780) 35 30 Grout prisms 3" x 6" (ASTM C1019). 35 430 Masonry cores compression, <_6" diameter - testing 45 only (ASTM C42) 45 Masonry core shear testing (Title 24) 85 Veneer bond strength, cost for each - 5 required 60 2,250 (ASTM C482) CMU compression to size 8" x 8" x 16" - 3 required 60 965 (ASTM C140) 375 CMU moisture content, absorption & unit weight - 6 55 required (ASTM C140) 160 CMU linear drying shrinkage (ASTM C426) 190 CMU grouted prisms compression test :58" x 8" x 16" 215 1,445 (ASTM C1314) CMU grouted prisms compression test > 8" x 8" x 16" 270 160 (ASTM C1314) 145 Fasteners/Bolts/Rods F1554 Bolts, tensile test, <_ up to 1-1/4" diameter, 110 285 plain (ASTM A370) 85 F1554 Bolts, tensile test, <_ up to 1-1/4" diameter, 130 65 galvanized (ASTM A370) F3125 GR A307, A325 Bolts, tensile test, <_ up to 1- 70 55 1/4" diameter, plain (ASTM A370) F3125 GR A307, A325 Bolts, tensile test, <_ up to 1- 80 1/4" diameter, galvanized (ASTM A370) 60 A490 Bolts, tensile test, <_ up to 1-1/4" diameter, 70 plain (ASTM A370) A490 Bolts, tensile test, <_ up to 1-1/4" diameter, 80 215 galvanized (ASTM A370) 140 A593 Bolts, tensile test, <_ up to 1-1/4" diameter, 70 stainless steel (ASTM A370) 45 Reinforcing Steel and Prestressing Strands Rebar bend test, up to No. 11 (ASTM A370) 70 160 Rebar bend test, >_ No. 14 & over (ASTM A370) 215 +25% Resistance butt -welded hoops/bars, tensile test, <_ up 70 to No. 10 (CTM 670) 55 Resistance butt -welded hoops/bars, tensile test, >_ No. 90 55 11 & over (CTM 670) Mechanical rebar splice, tensile test, <- up to No. 11 70 55 (CTM 670) Mechanical rebar splice, slip test, <_ up to No. 11 45 65 (CTM 670) Mechanical rebar splice, tensile test, >_ No. 14 & 215 215 over (CTM 670) Mechanical rebar splice, slip test, >_ No. 14 & over 215 270 (CTM 670) Headed rebar splice, tensile test, <_ up to No. 11 70 140 (CTM 670) Headed rebar splice, tensile test, >_ No. 14 & over 215 110 (CTM 670) Epoxy coated rebar/dowel continuity (Holiday) 70 190 (ASTM A775/A934) 215 Epoxy coated rebar flexibility/bend test, up to No. 50 45 11 (ASTM A775/A934) Prestressing wire, tension (ASTM A416) 190 140 Sample preparation (cutting) 55 Epoxy coated rebar/dowel film thickness (coating) 50 145 test (ASTM A775/ A934) West 1110512025 - Full ve rd a ntas City of Newport Beach On -Call Services CONSTRUCTION MATERIALS LABORATORY TESTING METHOD Streetlights/Signals LED Luminaires / Signal Modules / Countdown Pedestrian Signal Face Modules (Caltrans RSS 86) Spray Applied Fireproofing Unit weight (density, ASTM E605) Sample Transport Pick-up and delivery (weekdays, per trip, <50 mile radius from our office) Notes WEST METHOD Bearing Pads/Plates and Joint Seal By Elastomeric bearing pads (Caltrans SS 51-3) Quote Elastomeric bearing pad with hardness and compression tests (Caltrans SS 51-3) 65 Type A Joint Seals (Caltrans SS 51-2) Type B Joint Seals (Caltrans SS 51-2) 110 Bearing plates (A536) $/TEST 1,060 1,315 1,735 1,640 770 1. Earth Material Samples: Quoted testing unit rates are for soil and/or rock (earth) samples free of hazardous materials. Additional costs will accrue beyond these standard testing unit rates for handling, testing and/or disposing of soil and/or rock containing hazardous materials. Hazardous materials will be returned to the site or the site owner's designated representative at additional cost not included in listed unit rates. Standard turn -around time for geotechnical-laboratory test results is 10 working days. Samples will be stored for 2 months following completion of assigned tests, after which they will be discarded. Prior documented notification is required if samples need to be stored for a longer time. A monthly storage fee of $15 per bag and $6 per sleeve or tube will be applied. Quoted unit rates are only for earth materials sampled in California. There may be additional cost for handling imported samples. 2. Construction Material Samples: After all designated breaks for a given sample set meet specified compressive at design age or other client - designated strength, all "hold" cylinders or specimens will be automatically disposed of, unless specified in writing prior to the 28-day break. Unless specifically requested otherwise, all other construction materials will be disposed of after completion of testing and reporting. 3. Additional project fees and storage fees for samples shall be approved in writing by the City prior to being incurred. EQUIPMENT LISTING CLASSIFICATION /UNIT CLASSIFICATION /UNIT 1/4 inch Grab plates 5/ each Global Positioning System/Laser Range Finder 80/day 1/4 inch Tubing (bonded) 0.60/foot Hand auger set 90/day 1/4 inch Tubing (single) 0.40/foot HDPE safety fence (:5100 feet) 40/roll 3/8 inch Tubing, clear vinyl 0.60/foot Horiba U-51 water quality meter 135/day 4-Gas meter (RKI Eagle or similar)/GEM 2000 140/day Light tower (towable vertical mast) 150/day Air flow meter and purge pump (200 cc/min) 55/day Magnehelic gauge 15/day Box of 24 soil drive -sample rings 130/box Manometer 25/day Brass sample tubes 11/each Mileage (will adjust with IRS published rate) 0.70/mile Caution tape (1000-foot roll) 22/each Moisture test kit (excludes labor to perform test, ASTM 65/test Combination lock or padlock 15/each El907) Compressed air tank and regulator 55/day Nuclear moisture and density gauge 88/day Concrete coring machine (<_6-inch-dia) 160/day Electrical moisture and density gauge 88/Day Consumables (gloves, rope, soap, tape, etc.) 40/day Pachometer 50/day Core sample boxes 30/each Particulate Monitor 135/day Crack monitor Two -Dimensional 30/each pH/Conductivity/Temperature meter 60/day Crack monitor Thee -Dimensional 40/each Photo -Ionization Detector (PID) 150/day Cutoff saws, reciprocating, electric (Sawzall®) 80/day Pump, Typhoon 2 or 4 stage 55/day D-Meter Walking Floor Profiler 110/day QED bladder pump w/QED control box 175/day Disposable bailers 25/each Quire fee — Phase I only 250/each Disposable bladders 20/each Resistivity field meter and pins 200/day Dissolved oxygen meter 75/day Slip / threaded cap, 2-inch or 4-inch diameter, 20/each DOT 55-gallon containment drum with lid 85/drum PVC Schedule 40 Double -ring infiltrometer 135/day Slope inclinometer 250/day Dual -stage interface probe 85/day Soil sampling T-handle (Encore) 10/day Dynamic Cone Penetrometer 430/day Soil sampling tripod 40/day Generator, portable gasoline fueled, 3,500 watts 90/day Speedy (R) moisture tester 10/day Stainless steel bailer 60/day Vapor sampling box 65/day Submersible pump with controller 180/day Vehicle usage (carrying equipment) 20/hour Submersible pump/transfer pump, 10-25 gpm 65/day VelociCalc 40/day Support service truck usage (well installation) 250/day Visqueen (20 x 100 feet) 130/roll Survey/fence stakes 10/each Water level indicator (electronic well sounder) 100/day Tedlar® bags 25/each <300 feet deep well Traffic cones (s25)/barricades (single lane) 55/day ZIPLEVEL®. 40/day Turbidity meter 80/day Other specialized geotechnical and environmental testing Tyvek® suit (each) 25/each and monitoring equipment are available, and priced per site. Additional project fees shall be approved in writing by the City prior to being incurred. West 1110512025 - Full EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City of Newport Beach, its City Council, boards and commissions, officers, agents, volunteers and employees. B. General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary excess/umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than two million dollars ($2,000,000) per occurrence, four million dollars ($4,000,000) general aggregate. The policy shall cover liability arising from bodily injury, property damage, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). Consultant shall submit to City, along with a certificate of insurance, additional coverage as stated in Section 4. Other Insurance Requirements. Verdantas Inc. Page C-1 C. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non - owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. Consultant shall submit to City, along with a certificate of insurance, additional coverage as stated in Section 4. Other Insurance Requirements. D. Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of two million dollars ($2,000,000) per claim and four million dollars ($4,000,000) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. E. Excess/Umbrella Liability Insurance. If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this contract, then said policies shall be "following form" of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this contract, including, but not limited to, the additional insured and primary & non-contributory insurance requirements stated herein. No insurance policies maintained by the City, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Consultant's primary and excess/umbrella liability policies are exhausted. Consultant shall submit to City, along with a certificate of insurance, additional coverage as stated in Section 4. Other Insurance Requirements. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City of Newport Beach, its City Council, boards and commissions, officers, agents, volunteers, employees or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against Verdantas Inc. Page C-2 City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess/umbrella liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City of Newport Beach, its City Council, boards and commissions, officers, agents, volunteers, employees shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days' notice of cancellation (except for nonpayment for which ten (10) calendar days' notice is required) or nonrenewal of coverage for each required coverage. E. Subconsultants. Consultant shall require and verify that all subconsultants maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subconsultants. For CGL coverage subconsultants shall provide coverage with a format at least as broad as CG 20 38 04 13. Limits of liability for General Liability and Professional Liability (Errors & Omissions) in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided Verdantas Inc. Page C-3 through another insurance company or companies. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days' advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Right to Review Subcontracts. Consultant agrees that upon request, all agreements with subconsultants or others with whom Consultant enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. Consultant shall require and verify that all subconsultants maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subconsultants. For CGL coverage, subconsultants shall provide coverage with a format at least as broad as CG 20 38 04 13. D. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. E. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for 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. F. Self -insured Retentions. Any self -insured retentions must be declared to and approved by City. City reserves the right to require that self - insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. Verdantas Inc. Page C-4 G. City Remedies for Non -Compliance. If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. H. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. Verdantas Inc. Page C-5 Attachment B ON -CALL PROFESSIONAL SERVICES AGREEMENT WITH GEOCON WEST, INC. FOR GEOTECHNICAL AND MATERIALS TESTING SERVICES THIS ON -CALL PROFESSIONAL SERVICES AGREEMENT ("Agreement') is made and entered into as of this 10th day of February, 2026 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and Geocon West, Inc., a California corporation ("Consultant'), whose address is 6960 Flanders Drive, San Diego, CA 92121, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Consultant to perform on -call geotechnical and materials testing services ("Project'). C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 11140J, The term of this Agreement shall commence on the Effective Date, and shall terminate on February 9, 2029, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED 2.1 Consultant shall perform the on -call services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). Upon written request from the Project Administrator as defined herein, Consultant shall provide a letter proposal for Services requested by the City (hereinafter referred to as the "Letter Proposal"). The Letter Proposal shall include the following: 2.1.1 A detailed description of the Services to be provided; 2.1.2 The position of each person to be assigned to perform the Services, and the name of the individuals to be assigned, if available; and 2.1.3 The estimated number of hours and cost to complete the Services; 2.1.4 The time needed to finish the specific project. 2.2 No Services shall be provided until the Project Administrator has provided written acceptance of the Letter Proposal. Once authorized to proceed, Consultant shall diligently perform the duties in the approved Letter Proposal. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in Exhibit A and the Letter Proposal. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A and the Letter Proposal, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand -delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Letter Proposal and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Five Hundred Thousand Dollars and 00/100 ($500,000.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant's bills shall include the name of the person Geocon West, Inc. Page 2 who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement and the Letter Proposal or specifically approved in writing in advance by City. 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement, Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B and the Letter Proposal. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Jelisa Adams to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the Public Works Department. City's Director of Public Works or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of all existing Geocon West, Inc. Page 3 relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and legally recognized professional standards. 8.2 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties"), from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), and which relate (directly or indirectly) to the negligence, recklessness, or willful misconduct of the Consultant or its principals, officers, agents, employees, vendors, suppliers, subconsultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them. 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence, active negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action Geocon West, Inc. Page 4 on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Consultant or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. Geocon West, Inc. Page 5 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -venture or syndicate or co -tenancy, which shall result in changing the control of Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A and the Letter Proposal. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Additionally, all material posted in cyberspace by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents, including all logins and password information to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant, and City assumes Geocon West, Inc. Page 6 full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 17.3 Computer Aided Design and Drafting ("CADD") data delivered to City shall include the professional stamp of the engineer or architect in charge of or responsible for the Work. City agrees that Consultant shall not be liable for claims, liabilities or losses arising out of, or connected with (a) the modification or misuse by City, or anyone authorized by City, of CADD data; or (b) any use by City, or anyone authorized by City, of CADD data for additions to this Project, for the completion of this Project by others, or for any other Project, excepting only such use as is authorized, in writing, by Consultant. By acceptance of CADD data, City agrees to indemnify Consultant for damages and liability resulting from the modification or misuse of such CADD data. All original drawings shall be submitted to City in the version of AutoCAD used by the City in .dwg file format, and should comply with the City's digital submission requirements for improvement plans available from the City's Public Works Department. 17.4 All improvement and/or construction plans shall be plotted on standard twenty-four inch (24") by thirty-six inch (36") paper size. Consultant shall provide to City digital 'As -Built' drawings in both AutoCAD and Adobe PDF file format within thirty (30) days after finalization of the Project. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement. 20. RECORDS Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. Geocon West, Inc. Page 7 21. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST 24.1 Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et seq., which (1) require such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibit such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act and/or Government Code §§ 1090 et seq., Consultant shall conform to all requirements therein. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES 25.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. Geocon West, Inc. Page 8 25.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Director of Public Works Public Works Department City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92658 25.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Jelisa Adams Geocon West, Inc. 6960 Flanders Drive San Diego, CA 92121 26. CLAIMS 26.1 Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request for payment. Consultant and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Consultant shall be required to file any claim Consultant may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 26.2 To the extent that Consultant's claim is a "Claim" as defined in Public Contract Code section 9204 or any successor statute thereto, the Parties agree to follow the dispute resolution process set forth therein. Any part of such "Claim" remaining in dispute after completion of the dispute resolution process provided for in Public Contract Code section 9204 or any successor statute thereto shall be subject to the Government Claims Act requirements requiring Consultant to file a claim in strict conformance with the Government Claims Act. To the extent that Contractor/Consultant's claim is not a "Claim" as defined in Public Contract Code section 9204 or any successor statute thereto, Consultant shall be required to file such claim with the City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 27. TERMINATION 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due Geocon West, Inc. Page 9 performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. PREVAILING WAGES 28.1 Pursuant to the applicable provisions of the Labor Code of the State of California, not less than the general prevailing rate of per diem wages including legal holidays and overtime Work for each craft or type of workman needed to execute the Work contemplated under the Contract shall be paid to all workmen employed on the Work to be done according to the Contract by the Contractor and any subcontractor. In accordance with the California Labor Code (Sections 1770 et seq.), the Director of Industrial Relations has ascertained the general prevailing rate of per diem wages in the locality in which the Work is to be performed for each craft, classification, or type of workman or mechanic needed to execute the Contract. A copy of said determination is available by calling the prevailing wage hotline number (415) 703-4774 and requesting one from the Department of Industrial Relations. The Contractor is required to obtain the wage determinations from the Department of Industrial Relations and post at the job site the prevailing rate or per diem wages. It shall be the obligation of the Contractor or any subcontractor under him/her to comply with all State of California labor laws, rules and regulations, and the parties agree that the City shall not be liable for any violation thereof. 28.2 If both the Davis -Bacon Act and State of California prevailing wage laws apply and the federal and state prevailing rate of per diem wages differ, Contractor and subcontractor, if any, shall pay the higher of the two rates. Said prevailing rate of per diem wages are on file at the City, Office of the City Clerk, 100 Civic Center Drive, Newport Beach, California 92660, and are available to any interested party on request. 29. STANDARD PROVISIONS 29.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 29.2 Compliance with all Laws. Consultant shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable City, Geocon West, Inc. Page 10 county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 29.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 29.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 29.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 29.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 29.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 29.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 29.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 29.10 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 29.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 29.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Geocon West, Inc. Page 11 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: �3, 7-6 By: -� Aar n C. Harp . City Attorney ATTEST: Date: Lena Shumway City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Lauren Kleiman Mayor CONSULTANT: Geocon West, Inc., a California corporation Date: By: William J. Lydon Chief Financial Officer Date: in Jelisa Adams Vice President [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Geocon West, Inc. Page 12 EXHIBIT A SCOPE OF SERVICES Geocon West, Inc. Page A-1 SCOPE OF SERVICES ON -CALL GEOTECHNICAL AND MATERIAL TESTING SCOPE OF SERVICES The following is a list of on -call geotechnical and materials testing services that shall be required: • Conduct geotechnical observations, field and lab testing for various types of projects including, but not limited to, above and below ground structures, earthwork and grading, slope stability analysis, gravity and pressure pipelines, and roadway construction. • Observe and test trench backfill, street subgrade, base material, asphalt concrete (AC), Portland Cement Concrete (PCC) and any other material. • Perform compaction testing of various materials, laboratory testing related to all aspects of geotechnical engineering. • Perform wet track abrasion testing for slurry seals. • Prepare geotechnical engineering reports with recommendations such as pavement design and compaction reports, subgrade treatment, and various geotechnical engineering studies. • Attend field meetings and other geotechnical support services as requested. • Perform field investigation such as pavement coring and boring. • Collaborate and work with City staff on various projects as assigned. <41W) GEOCON City of Newport Beach On -Call Geotechnical and Material Testing Services RFP NO. 26-17 DESCRIPTION OF PROJECT CONTROLS TO PROVIDE HIGH QUALITY DELIVERABLES WHILE MINIMIZING ADDITIONAL DESIGN COSTS AND SCOPE CHANGES Our foremost commitment under this contract is to provide exceptional service. We will maintain clear, consistent communication with the City's contract managers and keep open lines of contact at all times. Our team will be available to meet with you upon request and at your convenience; our phones remain on and accessible, and we will respond promptly to your calls, day or night. To support continuity and efficiency, the same team will remain involved throughout the term of this contract, ensuring a thorough understanding of the City's objectives and facilitating successful contract performance. As part of our standard procedure, all billing information will be carefully reviewed by our Project Managers prior to submittal to the City. QUALITY CONTROL Geocon's cost control begins with effective quality control procedures. Geocon's established L = quality control procedures have earned us an excellent reputation for delivering quality (� products. Our in-house computerized cost control, project tracking, and project management leaO system allows our project managers to monitor the quality of all aspects of a project as it evolves. All quality control begins with a team meeting after the contract has been awarded and before the start of work. The project manager reviews and formalizes the technical, budgetary, and schedule aspects of the project and discusses the information with the project team. Further technical checks are performed by the project manager after field and laboratory investigations to verify satisfactory project performance. In addition, Geocon's quality assurance program provides accuracy and reproducibility acceptable to industry standards. We accomplish this through the application of experienced staff, ongoing staff training, calibration of testing apparatus by certified independent agencies, and periodic review of Geocon's personnel and procedures by outside accredited testing and inspection agencies. BUDGET CONTROL Our commitment to providing good customer service begins with each proposal; once a scope of work and price have been developed and agreed upon, we do not issue change orders ' unless the scope of work or project schedule has been changed. As a project evolves, project costs are reviewed by the project manager every week or as needed throughout the project duration. If we see a change in the scope of work or that the project is going over budget, we will discuss the situation with the client immediately. Geocon will not bill a client additional charges unless the charges have been pre -approved by the client and we have written authorization to do so. In order to be as cost-effective as possible, construction inspection and testing services are performed by multi -certified inspectors whenever possible. This often eliminates the need for a second inspector on the same day and saves the project money. We also practice value engineering throughout the construction duration because we recognize that the most significant project costs will be incurred during this time. We add value to projects by accurately evaluating site soil and geologic conditions and developing practical, cost-effective foundation and/or groundwater improvement alternatives. �.j� City of Newport Beach <<�'>) G � • i O C ON On -Call Geotechnical and Material Testing Services RFP NO. 26-17 SCHEDULE CONTROL In order to maintain project schedules and minimize delays, we maintain regular 0 0 [3 communication with clients throughout project durations. Our staff understands the importance of direct client communication concerning the scope of work, project milestones, Q and project deliverables. We must have a clear understanding of the project and client expectations before commencing work. Through advanced planning and the establishment of project milestones, potential impacts on the critical path are flagged early to allow for contingency planning, which minimizes risks to the project, including delays and budget overruns. Geocon regularly completes projects on schedule and is conscious of the importance of timeliness during report preparation and when responding to questions from the design team throughout the entire project duration. Documents will be provided to the project team in electronic (PDF) format to keep projects moving forward expeditiously. Reports will be sent electronically via email and by hard copy via overnight mail once completed. This will allow the project team more time to complete their tasks while waiting for the final documents. Our Schedule control methods have allowed us to provide deliverables promptly and have proven our ability to provide services for multiple, large-scale projects concurrently while adhering to project schedules. COMMUNICATION COORDINATION YL J? Ms. Jelisa Thomas Adams, GE, Contract Manager and Senior Engineer, will be responsible for "v" maintaining an open line of communication with the City and will meet with you to determine your needs and develop a service strategy to meet those needs. Ms. Adams has over 19 years ffi M251 no EEMP of experience performing geotechnical services for the design and construction of capital improvement projects and has a clear understanding of the California Building Code, ASCE 7, and ASCE 41, Title 24, Greenbook, CALTRANS, and CGS requirements. She will be responsible for developing scopes of work, the resourcing of personnel, reviewing project schedules and budgets, and providing oversight of geotechnical investigations, soils inspection, and testing activities, if needed. Geocon will work with the City throughout the design process to make sure that project goals are achieved and deadlines are met. The City will be involved during the proposal process, will be kept up to date on major project milestones, and will be able to provide comments during report preparation. We will meet with our subcontractors early in the proposal process, so they have a clear understanding of the project, what is expected of them, and project deadlines. Once we receive a notice to proceed, Geocon will contact our subconsultants immediately to make sure they are prepared to perform their scope of work. We regularly work with local municipalities and other government agencies and will provide the necessary project coordination for permitting and planning. Our key personnel will maintain communication with all parties involved at the project site and will be available for detailed discussions, as needed. <Om)l GEOCON City of Newport Beach On -Call Geotechnical and Material Testing Services RFP NO. 26-17 ,,,y MANAGING PHASED PROJECTS ©©© P Geocon provides geotechnical design and consultation services for capital improvement projects from project conception through the completion of construction. Our services are s typically performed in phases throughout design, permitting, and construction. For a typical O new CIP project, our services begin with a geologic hazard evaluation to assess the potential for geologic and seismic hazards that could adversely affect the proposed project. Following the geologic hazard evaluation, a geotechnical investigation is performed to provide recommendations pertaining to the geotechnical aspects of design and construction. We work with the City, design team, and regulatory agencies involved throughout the design process, as well as review project plans and specifications to verify conformance with pertinent design requirements before bidding and construction. Once construction begins, Geocon provides oversight and performs soils and materials testing services to ensure that earthwork and construction are performed per the project plans and specifications. We have constant interaction with the Inspector of Record and the City throughout this process. We also respond to Requests for Information (RFIs) and interact with the design team with adherence to the required chain of communication. Upon completion of construction, we prepare final certification reports for project close-out procedures. Whether providing geotechnical services during the design phase or construction phase, our staff is accustomed to mobilizing on relatively short notice and providing deliverables in a timely manner. We have proven capabilities to provide services for multiple, large-scale projects concurrently while adhering to project schedules and budgets. ACCOUNTABILITY FOR PROJECT PLANS, SPECIFICATIONS & TIMELINES o"- Projects are always managed by licensed professional staff members who are familiar with the California Building Code, Title 24, Greenbook, and Caltrans standards and requirements. This ❑✓ = ensures proper report preparation and efficient interaction with the City's Project Manager. In many instances, we are on a first -name basis with the project management staff, providing review of reports and construction documents. It is our policy to return telephone calls and respond to RFIs the same day they are received, whenever possible. EXHIBIT B SCHEDULE OF BILLING RATES Geocon West, Inc. Page B-1 GEOCON W E S T, I N C. GEOTECHNICAL ■ ENVIRONMENTAL ■ MATERIALS 2025 SCHEDULE OF FEES PROFESSIONAL SERVICES Word Processor/Non-Technical Assistant/Draftsman/Dispatcher........................................................................................................$106/hr Engineering Assistant/Lab Technician ...................................................................................................................................................106/hr Engineering Field Technician (Earthwork/Compaction Testing/Backfill).............................................................................................*90/hr Special Inspector (Concrete, Rebar, Masonry, Welding, etc.)...............................................................................................................*95/hr Engineering Inspector (Bottom Approval / Shoring / Foundations / Piles)..........................................................................................*117/hr LA City Deputy Grading Inspector (Bottom Approval / Shoring / Foundations / Piles)......................................................................*133/hr StaffEngineer/Geologist...................................................................................................................................................................... * 135/hr SeniorStaff Engineer/Geologist..........................................................................................................................................................*148/hr ProjectEngineer/Geologist.................................................................................................................................................................. * 159/hr Senior Project Engineer/Geologist.......................................................................................................................................... ............. * 170/hr Senior Engineer/Geologist................................................................. Associate Engineer/Geologist............................................................... Principal Engineer/Geologist/Litigation Support ...................................................................................................................................424/hr AttorneyFees (General)........................................................................................................................................................................530/hr Deposition or Court Appearance...........................................................................................................................................................583/hr Overtime/Saturday Rate/Night Rate (7pm — 6am w/ 8-Hour minimum per call out)............................................1.5 X Regular Hourly Rate Sunday and Holiday Rate......................................................................................................................................... 2 X Regular Hourly Rate Minimum Fee per call -out (if 4 hours or less) 4-Hour minimum, (if more than 4 hours and less than 8 Hours) 8-Hour minimum Short -Notice Cancellation, 4 Hours (if after 4 pm the day before the scheduled inspection or upon/after arrival at the job site) *Prevailing Wage (PW) California Labor Code § 1`720, et. Seq add $50/hr EQUIPMENT, MATERIALS, & ANALYTICAL TESTS Nuclear Density Gauge / Sand Cone Testing Equipment ....... $11/hr 55-Gallon Drum.................................................................... 127/ea Vehicle.....................................................................................11/hr Visqeen (6 mil 20X100')...................................................... 143/roll Special Inspection Equipment .................... ...............................5/hr Traffic Cones/Barricades....................................................... 37/day Asphalt Cold Patch/Concrete................................................ 32/bag TPHg(EPA 8015B)................................................................. 74/ea Double Ring Infiltrometer Equipment ................................ 212/day TPHd/TPHmo .................................................. (EPA 8015M) 80/ea GPS Unit............................................................................. 170/day TPH Carbon Chain Breakdown...................... (EPA 8015M)117/ea Pick-up Truck......................................................................159/day Methanol and/or Ethanol (EPA 8015M)................................ 133/ea Water Buffalo........................................................................ 80/day Volatile Organic Compounds .......................... (EPA 8260B)133/ea D namic Cone Penetrometer ............................................... 424/da Semi -Volatile Or anic Compounds................... (EPA 8270) 239/ea Hand-Auger.......................................................................... 53/day Distilled Water (5-gallon)........................................................ 21/ea Bailer (Reusable)................................................................... 37/da Bailer (Disposable)................................................................. 16/ea Stainless Sampling Pump .................................................. $159/day Battery -Powered Pump.......................................................... 80/day Water Level Indicator............................................................ 42/day Interface Probe.................................................................... 133/day Photo -Ionization Meter........................................................159/day Combustible Gas Meter.......................................................159/day pH/Conductivity/Temperature Meter...................................159/day Turbidity Meter..................................................................... 85/day Air Sampling Pump............................................................... 85/day Level D PPE/Decon Rinse Equipment ................................... 58/day Concrete Coring Equipment ................................................ 302/day Generator or Air Compressor..............................................159/day PAHs (EPA 8270SM.......................................................... 196/ea CAM 17 Metals (EPA 6010B).............................................. 170/ea Sin le Metal ......................................................(EPA 6010B) 32/ea Hexavalent Chrome (EPA 7199)............................................. 80/ea Organochlorine Pesticides (EPA 8081)................................. 117/ea Organophosphorus Pesticides (EPA 8141)............................ 133/ea Chlorinated Herbicides (EPA 8151)...................................... 133/ea PCBs (EPA 8082)................................................................. 101/ea Soil pH (EPA 9045C)............................................................. 21/ea WET or TCLP Extraction........................................................ 90/ea EPA 5035 Sample Kits............................................................ 42/ea Asbestos (PLM)...................................................................... 27/ea Asbestos (400-point count) ..................................................... 53/ea Sample Compositing...................................................21/composite 48-hour Turnaround Time ........................................ 60% surcharge 72-hour Turnaround Time ........................................ 40% surcharge 500 N Victory Boulevard ■ Burbank, CA 91502 ■ Telephone 818.841.8388 ■ Fax 818.841.1704 LABORATORY TESTS* COMPACTION CURVES (D698/D1557/T99/T108) 4-inch mold ................................ $371/ea (D698/D1557/T99/T108) 6-inch mold .................................. 371/ea (CT 216) California Impact .................................................. 371/ea CheckPoint........................................................................... 159/ea (DI632/CT312) Soil Cement Cyl. Fabrication (Set of 3) ... 212/set (D1632/CT312) Soil Cement Cyl. Fabrication (Addtl. Spec.) 80/ea (D1633/CT312) Soil Cement Comp. Strength (Set of 3) .... 371/set (D1633/CT312) Soil Cement Comp. Strength (Addtl. Spec.) .............................................................................................. 133/ea SOIL AND AGGREGATE STABILITY (D2844/CT301) Resistance Value ...................................... $424/ea (D2844/CT301) Resistance Value, Treated..........................424/ea (D1883) California Bearing Ratio ........................................ 636/ea (C977) Stabilization Ability of Lime .................................... 212/ea (D1883) Calif. Bearing Ratio (Army Corp of Engineers) ....636/ea CHEMICAL ANALYSIS (G187/CT643/T288) pH and Resistivity ............................. $212/ea (D4972/T289) pH Only ........................................................ 106/ea (CT417) Sulfate Content....................................................... 164/ea (CT422) Chloride Content .................................................... 164/ea (D2974) Organic Content ..................................................... 133/ea PERMEABILITY, CONSOLIDATION AND EXPANSION (D5084) Permeability, Flexible Wall .................................. $286/ea (D5856) Permeability, Rigid Wall ........................................ 276/ea (D2434) Permeability, Constant Head .................................. 297/ea (D2434) Permeability, FHA Slab -on -Grade ......................... 117/ea (D2434) Permeability, Hourly ................................................ 58/ea (D2435/T216) Consolidation (6 pts. w/ Unload) .................. 477/ea (D2435/T216) Consolidation Additional Point w/ Unload ...133/ea (D2435/T216) Time Rate Consol. (6 pts. w/Unload) ........ 1,060/ea (D2435/T216) Time Rate Consol. Add'l. Point w/Unload ... 212/ea (D4546) Swell/Compression Testing & Density .................. 159/ea (D4546) Swell/Settlement Testing & Density (ea. addtl. pt.) 106/ea (D4546) Swell/Settlement Testing & Density (County) ....... 159/ea (D4546) Swell/Settlement Testing & Density (FHA) .......... 106/ea (D4829) Expansion Index of Soils ........................................ 318/ea STEEL TESTING Reinforcing Steel Tests: (A370) Tensile Strength & Elongation #11 Bar & Smaller ............................................... $133/ea #14 Bar................................................................ $159/ea #18 Bar (Proof Test) ........................................... $186/ea (A370) Bend Test #11 Bar & Smaller ................................................. $80/ea #14 & #18 Bar ..................................................... $106/ea (A370) Tensile - Mechanically Spliced Bar #11 Bar & Smaller ............................................... $212/ea #14 Bar & Larger ................................................. $265/ea (A370) Tensile — Electric Resist. Butt Splice w/ Control ..... 212/ea (A370) Straightening of bar (if required) ................................ 80/ea Structural Steel Tests: (A370) Machining & Prep of Test Specimen ............... Cost + 20% (A370) Tensile Strength & Elongation Up to 200,000 lbs................................................. $159/ea 200,000 — 300,000 lbs............................................186/ea 300,000 — 400,000 ibs............................................ 212/ea SOIL AND AGGREGATE PROPERTIES (D422/T88) Particle Size, Hydrometer w/out Sieve.............$318/ea (C 136/D6913/T27) Sieve, Coarse to Fine w/ #200 Wash...... 212/ea (C 136/D6913/T27) Sieve, Coarse or Fine w/ #200 Wash ......186/ea (C I36/D6913/T27) Sieve, Coarse or Fine No #200 Wash ...... 159/ea (C117/DI 140/Tl 1) Materials Finer than#200 .......................133/ea (D2216fI765/CT226) Moisture Content.................................42/ea (D2487/D2488) Visual Soil Classification .............................. 42/ea (D2937) Density of In -Place Soil, Drive-Cyl. Method............ 59/ea (D4943) Shrinkage Factors of Soils, Wax Method...................85/ea (C13 1/C535/CT21 1) L.A. Abrasion Resistance ...................$318/ea (C142/T112) Clay Lumps and Friable Particles .....................164/ea SOIL AND AGGREGATE PROPERTIES (CONTD.) (C123/T113) Light Weight Particles......................................265/ea (D3744/CT229/T210) Durability Index Fine .........................212/ea (D3744/CT229/T210) Durability Index Coarse .....................212/ea (CT227) Cleanness Value......................................................212/ea (D4791) Flat & Elongated Particles.......................................212/ea (D693/CT205) Percent Crushed Particles..............................212/ea (D5821) Percent. of Fractured Particles, Coarse Aggregate ..212/ea (C40/CT213/T21) Organic Impurities....................................106/ea (C235) Soft Hardness (Scratch Hardness)..............................133/ea (C88/CT214/TI04) Sulfate Soundness...................................588/ea (C 1252/T304) Uncompact. Void Content, Fine Aggregate ....212/ea (C127/CT206/T85) Coarse Specific Gravity ..........................186/ea (C I28/CT207/T84) Fine Specific Gravity ..............................212/ea (D854/CT209/T100) Specific Gravity of Soil ........................239/ea (C29/CT212/T19) Unit Weight & Percent Voids...................133/ea (D2419/CT217/T176) Sand Equivalent..................................186/ea (D4318/CT204/T89/T90) Plastic Index (Plastic/Liq. Limit) 292/ea (D4318/CT204/T89) Liquid Limit.........................................159/ea (D4318/CT204/T90) Plastic Limit.........................................159/ea (C330) Spec. for Lightweight Aggregates, Struc. Concrete.. Quote SHEAR STRENGTH (D2166) Unconfined Compression.......................................$106/ea (D3080/T236) Direct Shear (3 points)...................................424/set (D3080/T236) Direct Shear Addtl. Points/ea. residual pass $159/ea (D2850) Unconsolidated-Undrained Triaxial Shear...............122/ea (D2850) Unconsolidated-Undrained Triaxial Staged .............170/ea (D4767) Consolidated-Undrained Triaxial Shear...................281/ea (D4767) Consolidated-Undrained Triaxial Staged .................360/ea (EM1110) Consolidated -Drained Triaxial Shear....................398/ea (EMI 110) Consolidated -Drained Triaxial Staged..................509/ea MASONRY** Concrete Block Test (Sets of 3 Required): (C140) Unit Weight Moisture Content & Absorption ......... $371/ea (C140) Moisture Content/Absorption (ea. addtl. specimen) 133/ea (C 140) Compression Test ...................................................... 318/ea (C140) Compression Test (ea. addtl. specimen) .................... 133/ea (C426) Linear Drying Shrinkage ........................................... 371/ea (CI09/UBC 21-16) Mortar Cylinder(2"x4")...........................32/ea (C942) Grout Prism (3"0"0"), trimming included................37/ea Masonry Prism (Assemblage): (C1314) 8"x8"xl6"— 8"x12"x16".......................................$212/ea (C1314) 8"x16"x16"-10"x12"x16.. .....................................239/ea -2- LABORATORY TESTS* (CONTINUED) Pre -stressing Wire & Tendon Tests: (A421) Tensile Strength, Single Wire ................................. $212/ea (A416) Tensile Strength, 7-Wire Strand ............................. $265/ea High Strength Bolt, Nut, & Washer Tests: (A325/A490) Tensile Test on Bolts .................................... $133/ea (A563) Proof Load Test on Nuts ........................................ $133/ea (A325/A490) Hardness Test on Bolts ................................... $80/ea (A536) Hardness Test on Nuts .............................................. $80/ea (F436) Hardness Test on Washers ........................................ $80/ea Weld Specimen Tests: (E164) Ultrasonic Examination .............................. Quote Machining & Prep of Test Specimen ............................ Cost + 20% (E381) Macrotech Test (3 Faces)............................................$376 ASPHALT TESTING Asphalt Properties: (D2726/CT308/T166) Bulk Spec. Gray. Compacted HMA $133/ea (D1560/CT366) Stabilometer Value (HVEEM) ................ $265/ea (132041) Theoretical Max Specific Gravity ........................ $212/ea (D5444) Sieve Analysis of Extracted Asphalt .................... $265/ea (D6307/CT382) Percent Asphalt, Ignition Method ............. $212/ea (D1188) Unit Weight of Asphalt Core .................................. 117/ea MISCELLANEOUS TESTING SERVICES Calibration of Hydraulic Ram: 100 Ton & Under................................................................ $318/ea 101 Tons — 200 Tons............................................................. 424/ea Use of Universal Testing Machine: UTM with One Operator.....................................................$477/ea Additional Technician ....................................... Regular Tech Rate (C 1314) 12"x 12"x 16" — 12"x 16"x 16.. ...................................265/ea (C1314) Larger than 12"x16"xl6........................................... Quote Brick Test (Set of 5 Specimens): (C67) 24-Hour Absorption, Cold Water..............................$265/set (C67) 5-Hour Absorption, Boiling Water............................$265/set (C67) Compression Test or Modulus of Rupture ................ $318/set (C67) Each Additional Specimen.........................................$106/ea CONCRETE** Mix Designs: (ACI211/AC1214) Concrete Mix Design.............................$477/ea (ACI211/ACI214) Review of Concrete Mix Design ............ $477/ea (C192) Concrete Trial Mix (includes equipment & labor) ..$689/ea Concrete Properties: (C39/CT521/T22) Comp. Strength, Concrete Cyl..................$32/ea (C42/CT521/T22) Comp. Strength, Concrete/Gunite Core ....$64/ea (C78/CT523) Flex. Strength of 6"x6"x21" Concrete Beam ..133/ea (C 174) Length Measuring of Drilled Cores.........................$106/ea (C1140) Shotcrete Panel -Coring & Testing (Set of 3)......... $371/set (C 1140) Shotcrete Panel (each addtl. specimen) ..................$133/ea (C496) Static Modulus of Elasticity .....................................$265/ea (C496) Drying Shrinkage (Set of 3, up to 28 days).............$689/set (C642) Spec. Gravity, Absorp., Voids in Hardened Concrete101/ea (F1869) Vapor Emission Rate, Concrete Subfloor...................80/ea Spray Applied Fireproofing_ *2X Surcharge on rush turn -around for laboratory testing. (E605/E736) Fireproofing Oven Dry Density/Thickness ...$159/ea **Fee applies for sample storage, testing, or disposal. Initial Set -Up & Baseline Readings (Each)..... Installation (Two Stations) ............................ Installation (Each Additional Station)............ Meetings, Additional Reporting (Hourly)....... VIBRATION MONITORING SERVICES .........$3,180 Monitoring (Mont .........$3,710 Monitoring (Wee ...........$2,120 Monitoring (Daily .............$170 Emergency Site V lily) ........................................................ $6,360 kly).......................................................... $2,120 )................................................................ $530 isit.............................................................. $ 678 1. Listed are typical charges for the services most frequently performed by Geocon. Prices for unlisted services as well as special quotations for programs involving volume work will be provided upon request. Laboratory test prices shown are for laboratory work only, and include reporting of routine results not calling for comments, recommendations or conclusions. 2. Sampling and testing is conducted in substantial conformance with the latest applicable or designated specifications of the American Society for Testing and Materials, Caltrans, American Association of State Highway and Transportation Officials, or other pertinent agencies. 3. Saturday, night work, and overtime hours are charged at time and one-half; Sundays and holidays at double time. 4. Equipment and materials will be billed at cost plus 15%. Outside services including subcontractors and rental of special equipment are billed at cost plus 15%. Hourly services are billed portal to portal from closest office in accordance with the stated hourly rates herein, with a minimum two-hour charge. City must provide prior written approval for all equipment, materials, and outside services prior to being incurred. -3- EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City of Newport Beach, its City Council, boards and commissions, officers, agents, volunteers and employees. B. General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary excess/umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than two million dollars ($2,000,000) per occurrence, four million dollars ($4,000,000) general aggregate. The policy shall cover liability arising from bodily injury, property damage, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). Consultant shall submit to City, along with a certificate of insurance, additional coverage as stated in Section 4. Other Insurance Requirements. Geocon West, Inc. Page C-1 C. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non - owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. Consultant shall submit to City, along with a certificate of insurance, additional coverage as stated in Section 4. Other Insurance Requirements. D. Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of two million dollars ($2,000,000) per claim and four million dollars ($4,000,000) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. E. Excess/Umbrella Liability Insurance. If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this contract, then said policies shall be "following form" of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this contract, including, but not limited to, the additional insured and primary & non-contributory insurance requirements stated herein. No insurance policies maintained by the City, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Consultant's primary and excess/umbrella liability policies are exhausted. Consultant shall submit to City, along with a certificate of insurance, additional coverage as stated in Section 4. Other Insurance Requirements. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City of Newport Beach, its City Council, boards and commissions, officers, agents, volunteers, employees or shall specifically allow Consultant or others providing insurance evidence in Geocon West, Inc. Page C-2 compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess/umbrella liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City of Newport Beach, its City Council, boards and commissions, officers, agents, volunteers, employees shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days' notice of cancellation (except for nonpayment for which ten (10) calendar days' notice is required) or nonrenewal of coverage for each required coverage. E. Subconsultants. Consultant shall require and verify that all subconsultants maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subconsultants. For CGL coverage subconsultants shall provide coverage with a format at least as broad as CG 20 38 04 13. Limits of liability for General Liability and Professional Liability (Errors & Omissions) in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such Geocon West, Inc. Page C-3 insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days' advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Right to Review Subcontracts. Consultant agrees that upon request, all agreements with subconsultants or others with whom Consultant enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. Consultant shall require and verify that all subconsultants maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subconsultants. For CGL coverage, subconsultants shall provide coverage with a format at least as broad as CG 20 38 04 13. D. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. E. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for 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. Geocon West, Inc. Page C-4 F. Self -insured Retentions. Any self -insured retentions must be declared to and approved by City. City reserves the right to require that self - insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. G. City Remedies for Non -Compliance. If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. H. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. Geocon West, Inc. Page C-5 Attachment C ON -CALL PROFESSIONAL SERVICES AGREEMENT WITH GMU GEOTECHNICAL, INC. FOR GEOTECHNICAL AND MATERIALS TESTING SERVICES THIS ON -CALL PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 10th day of February, 2026 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and GMU Geotechnical, Inc., a California corporation ("Consultant"), whose address is 30336 Esperanza, Rancho Santa Margarita, CA 92688, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Consultant to perform on -call geotechnical and materials testing services ("Project"). C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on February 9, 2029, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED 2.1 Consultant shall perform the on -call services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). Upon written request from the Project Administrator as defined herein, Consultant shall provide a letter proposal for Services requested by the City (hereinafter referred to as the "Letter Proposal"). The Letter Proposal shall include the following: 2.1.1 A detailed description of the Services to be provided; 2.1.2 The position of each person to be assigned to perform the Services, and the name of the individuals to be assigned, if available; and 2.1.3 The estimated number of hours and cost to complete the Services; 2.1.4 The time needed to finish the specific project. 2.2 No Services shall be provided until the Project Administrator has provided written acceptance of the Letter Proposal. Once authorized to proceed, Consultant shall diligently perform the duties in the approved Letter Proposal. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in Exhibit A and the Letter Proposal. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A and the Letter Proposal, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand -delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Letter Proposal and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Five Hundred Thousand Dollars and 00/100 ($500,000.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant's bills shall include the name of the person GMU Geotechnical, Inc. Page 2 who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement and the Letter Proposal or specifically approved in writing in advance by City. 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B and the Letter Proposal. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Gregory Silver to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the Public Works Department. City's Director of Public Works or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of all existing GMU Geotechnical, Inc. Page 3 relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and legally recognized professional standards. 8.2 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties"), from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), and which relate (directly or indirectly) to the negligence, recklessness, or willful misconduct of the Consultant or its principals, officers, agents, employees, vendors, suppliers, subconsultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them. 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence, active negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action GMU Geotechnical, Inc. Page 4 on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable, but only to the extent permitted by law, and not to exceed the policy limits of Consultant's insurance policy where applicable. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Consultant or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. GMU Geotechnical, Inc. Page 5 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -venture or syndicate or co -tenancy, which shall result in changing the control of Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A and the Letter Proposal. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Additionally, all material posted in cyberspace by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents, including all logins and password information to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant, and City assumes GMU Geotechnical, Inc. Page 6 full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 17.3 Computer Aided Design and Drafting ("CADD") data delivered to City shall include the professional stamp of the engineer or architect in charge of or responsible for the Work. City agrees that Consultant shall not be liable for claims, liabilities or losses arising out of, or connected with (a) the modification or misuse by City, or anyone authorized by City, of CADD data; or (b) any use by City, or anyone authorized by City, of CADD data for additions to this Project, for the completion of this Project by others, or for any other Project, excepting only such use as is authorized, in writing, by Consultant. By acceptance of CADD data, City agrees to indemnify Consultant for damages and liability resulting from the modification or misuse of such CADD data. All original drawings shall be submitted to City in the version of AutoCAD used by the City in .dwg file format, and should comply with the City's digital submission requirements for improvement plans available from the City's Public Works Department. 17.4 All improvement and/or construction plans shall be plotted on standard twenty-four inch (24") by thirty-six inch (36") paper size. Consultant shall provide to City digital 'As -Built' drawings in both AutoCAD and Adobe PDF file format within thirty (30) days after finalization of the Project. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement. 20. RECORDS Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. GMU Geotechnical, Inc. Page 7 21. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST 24.1 Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et seq., which (1) require such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibit such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act and/or Government Code §§ 1090 et seq., Consultant shall conform to all requirements therein. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES 25.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. GMU Geotechnical, Inc. Page 8 25.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Director of Public Works Public Works Department City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92658 25.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Gregory Silver GMU Geotechnical, Inc. 30336 Esperanza Rancho Santa Margarita, CA 92688-2118 26. CLAIMS 26.1 Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request for payment. Consultant and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Consultant shall be required to file any claim Consultant may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 26.2 To the extent that Consultant's claim is a "Claim" as defined in Public Contract Code section 9204 or any successor statute thereto, the Parties agree to follow the dispute resolution process set forth therein. Any part of such "Claim" remaining in dispute after completion of the dispute resolution process provided for in Public Contract Code section 9204 or any successor statute thereto shall be subject to the Government Claims Act requirements requiring Consultant to file a claim in strict conformance with the Government Claims Act. To the extent that Contractor/Consultant's claim is not a "Claim" as defined in Public Contract Code section 9204 or any successor statute thereto, Consultant shall be required to file such claim with the City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 27. TERMINATION 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due GMU Geotechnical, Inc. Page 9 performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. PREVAILING WAGES 28.1 Pursuant to the applicable provisions of the Labor Code of the State of California, not less than the general prevailing rate of per diem wages including legal holidays and overtime Work for each craft or type of workman needed to execute the Work contemplated under the Contract shall be paid to all workmen employed on the Work to be done according to the Contract by the Contractor and any subcontractor. In accordance with the California Labor Code (Sections 1770 et seq.), the Director of Industrial Relations has ascertained the general prevailing rate of per diem wages in the locality in which the Work is to be performed for each craft, classification, or type of workman or mechanic needed to execute the Contract. A copy of said determination is available by calling the prevailing wage hotline number (415) 703-4774 and requesting one from the Department of Industrial Relations. The Contractor is required to obtain the wage determinations from the Department of Industrial Relations and post at the job site the prevailing rate or per diem wages. It shall be the obligation of the Contractor or any subcontractor under him/her to comply with all State of California labor laws, rules and regulations, and the parties agree that the City shall not be liable for any violation thereof. 28.2 If both the Davis -Bacon Act and State of California prevailing wage laws apply and the federal and state prevailing rate of per diem wages differ, Contractor and subcontractor, if any, shall pay the higher of the two rates. Said prevailing rate of per diem wages are on file at the City, Office of the City Clerk, 100 Civic Center Drive, Newport Beach, California 92660, and are available to any interested party on request. 29. STANDARD PROVISIONS 29.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 29.2 Compliance with all Laws. Consultant shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable City, GMU Geotechnical, Inc. Page 10 county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 29.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 29.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 29.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 29.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 29.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 29.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 29.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 29.10 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 29.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 29.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] GMU Geotechnical, Inc. Page 11 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: e S ®26 By: -s I I Aa n C. Harp 4 City Attorney ATTEST: Date: Lena Shumway City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Lauren Kleiman Mayor CONSULTANT: GMU Geotechnical, Inc., a California corporation Date: By: Aron Taylor Chief Executive Officer Date: By: Michael Moscrop Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements GMU Geotechnical, Inc. Page 12 EXHIBIT A SCOPE OF SERVICES GMU Geotechnical, Inc. Page A-1 SCOPE OF SERVICES ON -CALL GEOTECHNICAL AND MATERIAL TESTING SCOPE OF SERVICES The following is a list of geotechnical and materials testing on -call services that shall be required: • Conduct geotechnical observations, field and lab testing for various types of projects including, but not limited to, above and below ground structures, earthwork and grading, slope stability analysis, gravity and pressure pipelines, and roadway construction. • Observe and test trench backfill, street subgrade, base material, asphalt concrete (AC), Portland Cement Concrete (PCC) and any other material. • Perform compaction testing of various materials, laboratory testing related to all aspects of geotechnical engineering. • Perform wet track abrasion testing for slurry seals. • Prepare geotechnical engineering reports with recommendations such as pavement design and compaction reports, subgrade treatment, and various geotechnical engineering studies. • Attend field meetings and other geotechnical support services as requested. • Perform field investigations such as pavement coring and boring. • Collaborate and work with City staff on various projects as assigned. GMU is uniquely qualified to provide the full range of services outlined in the RFP, along with the additional services described below. We have provided on -call geotechnical and materials testing services to public agencies for more than 30 years, including the past 16 years serving the City of Newport Beach. A list of agencies we have recently supported is included in Section 6 of this proposal. A summary of representative GMU services is provided below. PAVEMENT ENGINEERING While pavement and geotechnical engineering are often associated, they involve fundamentally different material behaviors and performance considerations. At GMU, we treat them as complementary yet distinct sub -disciplines of civil engineering, each requiring specialized expertise to ensure accurate analysis and effective design. Recognizing the unique technical demands of pavement engineering and testing, GMU established a dedicated Pavement Engineering division in 2005. Since then, it has grown into the largest in-house pavement engineering team under one roof in Southern California. Our team of pavement specialists provides advanced, data -driven solutions tailored to the needs of public agencies and private clients alike. GMU's pavement engineering services include: • Performing non-destructive pavement evaluation testing, including in-house falling weight deflectometer (FWD) and ground -penetrating radar (GPR) testing for pavement evaluation projects. • Pavement -materials laboratory testing in our in-house Caltrans-certified pavement and soils laboratory. Pavement laboratory tests performed in-house by GMU include asphalt concrete mix designs for asphalt producers and quality control/quality assurance testing during construction. • Preparation of pavement rehabilitation plans and specifications for pavement -focused projects. • Preparing pavement management plans. • Pavement bid solicitation, construction management advisory, and pavement -construction materials observation and testing services. CITY OP NEW PORT BEACH 4 GMU PAST PROJECTS w Figure 1: Representative pavement evaluation projects (red) completed by GMU within the City of Newport Beach since -2014. GMU Proposal 25.352.00 01y of Newport Beach 2025 PMP Update Map Figure 2. GMU has supported the City's standard for high -quality pavement infrastructure by performing the City's Pavement Management Plan update since 2022, providing data -driven guidance for funding, project prioritization, and long-term performance tracking. GEOTECHNICAL ENGINEERING GMU has nearly 60 years of experience providing geotechnical investigation and design services for both public and private sector clients. Our team has supported a wide range of municipal and infrastructure projects, including civic centers, city halls, community buildings, parks (including Marina Park in Newport Beach), bridges, roadways, retaining walls (including segmental systems), utilities, slope grading and repair, and emergency response services such as landslide evaluation, repair design, and construction oversight. This depth of experience and technical capability enables GMU to deliver responsive and cost-effective geotechnical solutions. • Geotechnical Engineering and Engineering Geology - Four Registered Geotechnical Engineers and five Certified Engineering Geologists with extensive experience spanning master -planned communities, landslides, bridges, public works facilities, roadways, and high-rise structures. • Structural Engineering and Geo-Structural Design - Design of conventional retaining walls, soil nail walls, soldier pile systems, and mechanically stabilized earth (MSE) walls. • Soils and Materials Laboratory - Certified by Caltrans and AASHTO. • Forensic Engineering and Expert Witness Consultation — Over 35 years of experience providing forensic investigations, litigation support, and expert witness services. • Geotechnical Instrumentation - More than 35 years of experience in the installation and monitoring of hillside and slope movement instrumentation systems. GMU Proposal 25.352.00 Photo 1: GMU conducting subsurface exploration to support ACI Jet redevelopment at John Wayne Airport. CONSTRUCTION MATERIALS TESTING, AND SPECIAL INSPECTION GMU maintains a dedicated team of public works acceptance -testing (AT) technicians specializing in soils/geotechnical, pavement, and plant inspection services. Our certified technicians, inspectors, and laboratory staff are highly experienced and fully equipped to perform the tasks outlined in the RFP's scope of work, in accordance with Caltrans procedures, the City's requirements, and the applicable Quality Assurance Program (QAP). Our construction materials testing laboratory is certified by Caltrans and AASHTO. Construction materials that we routinely test and/or inspect include: • Soil • Aggregates • Concrete • Masonry • Asphalt mixtures and asphalt plant inspection • Epoxies • Metal • Steel reinforcement • Welds • Coring of asphalt By deploying multi -certified technicians qualified in geotechnical, pavement, and special inspection, GMU is often able to streamline field operations, including reducing the number of personnel needed on -site and lowering overall project costs. Our cross -disciplined technicians/inspectors are certified by Caltrans, AASHTO, ACI, and ICC. GMU Proposal 25.352.00 Our geotechnical observation and testing capabilities include: • Grading observation . Roadway subgrade testing • Compaction testing • Trench backfill testing • Fill moisture control • Mitigation of unsuitable subgrade soil • Subdrain installation • Removal observations Our notable pavement observation and testing capabilities, conducted by Caltrans-certified technicians, include: • Subgrade aggregate base material compaction • Hot -mix asphalt placement and compaction • In -place density of hot -mix asphalt, base, and subgrade using a nuclear gauge • Pavement coring and testing • Verification of Cement/emulsion content • Mixing temperatures, time, and uniformity (segregation) checks • Mix uniformity and adequate mixing • Aggregate storage and handling condition observations • Pavement coring and testing • Equipment working order verification • Joint construction • Equipment calibrations, including scales • Batch and/or drum plant inspection and testing, including o Sand equivalent (SE) o Percentage of crushed particles o Fine aggregate specific gravity and absorption (FA SG) o Coarse aggregate specific gravity and absorption (CA SG) o Los Angeles (LA) abrasion testing o Fine aggregate angularity (FAA) Photo 2: GMU performing pavement observation and testing services in the City of Newport Beach, providing engineering support to address challenging unstable subgrade conditions. GMU Proposal 25.352.00 Our special inspection capabilities, conducted by ICC-certified inspectors, include: • Concrete placement • Post -tensioned concrete • Reinforcing steel and embedded • Masonry items . Drilled -in anchors • Structural steel erection welding • Fireproofing • High -strength bolting • Non -shrink grout Review and Approval of Construction Materials Submittals GMU staff will perform reviews of construction materials submittals as requested. Multi -certified Technicians Many of GMU's public works inspectors and technicians are multi -certified as geotechnical engineering technicians, special inspectors, and pavement inspectors, as well as existing Deputy Inspectors with the City of Newport Beach. This cross -certification allows GMU to assign a single qualified technician to perform multiple required inspections, where other firms may need two or three individuals to complete the same scope. The result is greater efficiency, reduced scheduling effort for City staff, and measurable cost savings. Lab Support/Testing All GMU field staff are supported by our in-house laboratory, which provides comprehensive soils, rock, pavement, and construction materials testing. Our lab is certified by Caltrans and AASHTO, allowing for full compliance with requirements for state and federally funded projects. Laboratory test results are reviewed by GMU engineers and provided to the City, including engineering evaluation/support of those test results. Testing and sampling will be performed in accordance with the City's Quality Assurance Plan (QAP). A summary of our laboratory testing capabilities (pavement and soil) is provided in Appendix B. ADDITIONAL SERVICES GMU offers the following optional services to City clients on an as -needed basis. Geotechnical Emergency Consulting Services GMU's professional staff of nine licensed Geotechnical Engineers and Engineering Geologists allows us to respond to emergencies immediately and with both technical expertise and direct experience in the City of Newport Beach. Our emergency response capabilities include: 24/7 response to geotechnical emergencies. On -site evaluation and consultation. GMU Proposal 25.352.00 • Real-time recommendations addressing public safety concerns (i.e., home or structure tagging, slope stability assessments, etc.) Photo 3: GMU conducting subsurface drilling for an emergency slope stability evaluation in San Clemente, California, along the bluff above the Metrolink rail line. Geotechnica/ Forensic/Expert Witness Consulting Services GMU senior staff has consulted on hundreds of forensic and litigation -related cases involving public agencies and private clients. Greg Silver, GMU's CEO Emeritus and Senior Principal, services as the primary contact for these services, has represented numerous cities in litigation and claim resolution matters. Geotechnica/ Monitoring GMU has provided comprehensive geotechnical instrumentation and monitoring services on projects throughout Southern California for over two decades. Our experiences include monitoring major landslides, MSE walls, foundations, deep fills, shoring systems/excavations, and embankments. GMU designs, installs, and monitors geotechnical instrumentation systems and associated databases. GMU is known for the successful design and implementation of in -field sensors read manually, to the monitoring of complex projects in real-time. Our designs have assisted our clients in making informed decisions, reducing costs, and minimizing risks. Types of instrumentation include the following: GMU Proposal 25.352.00 Deformation Strain o Inclinometers o Extensometers o Settlement Monuments o Settlement Plates o Utility Point Markers o Tiltmeters o Strain Gauges o Crack Gauges Groundwater o Monitoring Wells o Piezometers Pressure o Pressure Cells including: ■ Vibrating Wire ■ Pneumatic ■ Tactile Vibration & Sound o Four -Channel Portable Seismographs with Sound Monitoring Video o Pipe Video EXHIBIT B SCHEDULE OF BILLING RATES GMU Geotechnical, Inc. Page B-1 VI"VIV ENGINEERS & GEOLOGISTS 2026 SCHEDULE OF CHARGES CITY OF NEWPORT BEACH PROFESSIONAL SERVICES Document Preparation and Project Services $ 123.00/hour CAD/GIS Design Engineer $ 148.00/hour Staff Engineer or Geologist $ 192.00/hour Senior Staff Engineer or Geologist $ 214.00/hour Project Engineer or Geologist $ 240.00/hour Senior Engineer or Geologist $ 285.00/hour Associate Engineer or Geologist $ 295.00/hour Principal/Director $ 320.00/hour FIELD INSPECTION & TESTING SERVICES Staff Engineering Technician $ 120.00/hour* • Services provided under direct supervision of a Senior Engineering Technician Senior Engineering Technician $ 145.00/hour* • Inspections for soils/grading, asphalt, concrete, batch plants, piles/caissons, etc. • Certifications by ACI, ICC, Caltrans, local jurisdictions, etc. Registered Special Inspector (No 4-hour minimum) $ 145.00/hour* • Certifications by ACI, ICC, Caltrans, local jurisdictions, etc. • Reinforced concrete, Post -Tension, Masonry, Welding, Bolting, Fireproofing Instrumentation Engineer $ 175.00/hour • Slope inclinometer and Piezometer monitoring • Manometer for floor -level surveys • Stormwater turbidity & pH meter • Groundwater monitoring - pressure transducer, datalogger, water chemistry meter, etc. • Pipeline video camera for drains, wells, etc. Engineering Seismological Technician (includes 3-channel seismograph) $ 175.00/hour • Blast vibration monitoring • Construction vibration & noise monitoring (pile driving, drilling, demolition, etc.) *Notes: (1) Rates include vehicle, nuclear density gauge, and equipment for testing, inspection, and sampling. (2) No 4-hour minimum charges apply, except for night work. (3) Overtime is charged at 1.5 times the base rate. Overtime is defined as time worked on the project in excess of 8 hours per day and all time on Saturdays, Sundays, and holidays. (4) Prevailing Wage projects, additional hourly surcharge for Field Personnel per CA Labor Code §1720, et seq. Add $ 55.00/hour LABORATORY TESTING SERVICES Laboratory Testing $ 150.00/hour (For special materials testing and laboratory costs on a per -test basis, see GW s Laboratory Fee Schedule) OTHER CHARGES Outside Services Cost + 15% Reimbursables & Reprographics Cost EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City of Newport Beach, its City Council, boards and commissions, officers, agents, volunteers and employees. B. General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary excess/umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than two million dollars ($2,000,000) per occurrence, four million dollars ($4,000,000) general aggregate. The policy shall cover liability arising from bodily injury, property damage, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). Consultant shall submit to City, along with a certificate of insurance, additional coverage as stated in Section 4. Other Insurance Requirements. GMU Geotechnical, Inc. Page C-1 C. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non - owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. Consultant shall submit to City, along with a certificate of insurance, additional coverage as stated in Section 4. Other Insurance Requirements. D. Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of two million dollars ($2,000,000) per claim and four million dollars ($4,000,000) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. E. Excess/Umbrella Liability Insurance. If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this contract, then said policies shall be "following form" of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this contract, including, but not limited to, the additional insured and primary & non-contributory insurance requirements stated herein. No insurance policies maintained by the City, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Consultant's primary and excess/umbrella liability policies are exhausted. Consultant shall submit to City, along with a certificate of insurance, additional coverage as stated in Section 4. Other Insurance Requirements. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City of Newport Beach, its City Council, boards and commissions, officers, agents, volunteers, employees or shall specifically allow Consultant or others providing insurance evidence in GMU Geotechnical, Inc. Page C-2 compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess/umbrella liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City of Newport Beach, its City Council, boards and commissions, officers, agents, volunteers, employees shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days' notice of cancellation (except for nonpayment for which ten (10) calendar days' notice is required) or nonrenewal of coverage for each required coverage. E. Subconsultants. Consultant shall require and verify that all subconsultants maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subconsultants. For CGL coverage subconsultants shall provide coverage with a format at least as broad as CG 20 38 04 13. Limits of liability for General Liability and Professional Liability (Errors & Omissions) in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such GMU Geotechnical, Inc. Page C-3 insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days' advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Right to Review Subcontracts. Consultant agrees that upon request, all agreements with subconsultants or others with whom Consultant enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. Consultant shall require and verify that all subconsultants maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subconsultants. For CGL coverage, subconsultants shall provide coverage with a format at least as broad as CG 20 38 04 13. D. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. E. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for 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. GMU Geotechnical, Inc. Page C-4 F. Self -insured Retentions. Any self -insured retentions must be declared to and approved by City. City reserves the right to require that self - insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. G. City Remedies for Non -Compliance. If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. H. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. GMU Geotechnical, Inc. Page C-5 Attachment D ON -CALL PROFESSIONAL SERVICES AGREEMENT WITH NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SCIENCES CONSULTANTS FOR ON -CALL GEOTECHNICAL AND MATERIALS TESTING SERVICES THIS ON -CALL PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 10th day of February, 2026 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SCIENCES CONSULTANTS, a California corporation ("Consultant"), whose address is 5710 Ruffin Road, San Diego, CA 92123, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Consultant to perform on -call geotechnical and materials testing services ("Project"). C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on February 9, 2029, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED 2.1 Consultant shall perform the on -call services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). Upon written request from the Project Administrator as defined herein, Consultant shall provide a letter proposal for Services requested by the City (hereinafter referred to as the "Letter Proposal"). The Letter Proposal shall include the following: 2.1.1 A detailed description of the Services to be provided; 2.1.2 The position of each person to be assigned to perform the Services, and the name of the individuals to be assigned, if available; and 2.1.3 The estimated number of hours and cost to complete the Services; 2.1.4 The time needed to finish the specific project. 2.2 No Services shall be provided until the Project Administrator has provided written acceptance of the Letter Proposal. Once authorized to proceed, Consultant shall diligently perform the duties in the approved Letter Proposal. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in Exhibit A and the Letter Proposal. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A and the Letter Proposal, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand -delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Letter Proposal and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Five Hundred Thousand Dollars and 00/100 ($500,000.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. Ninyo & Moore Geotechnical & Environmental Sciences Consultants Page 2 4.2 Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant's bills shall include the name of the person who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement and the Letter Proposal or specifically approved in writing in advance by City. 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B and the Letter Proposal. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Garreth Saiki to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the Public Works Department. City's Director of Public Works or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. Ninyo & Moore Geotechnical & Environmental Sciences Consultants Page 3 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and legally recognized professional standards. 8.2 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties"), from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), and which relate (directly or indirectly) to the negligence, recklessness, or willful misconduct of the Consultant or its principals, officers, agents, employees, vendors, suppliers, subconsultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them. Ninyo & Moore Geotechnical & Environmental Sciences Consultants Page 4 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence, active negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Consultant or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance Ninyo & Moore Geotechnical & Environmental Sciences Consultants Page 5 of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -venture or syndicate or co -tenancy, which shall result in changing the control of Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A and the Letter Proposal. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Additionally, all material posted in cyberspace by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents, including all logins and password information to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Ninyo & Moore Geotechnical & Environmental Sciences Consultants Page 6 Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant, and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 17.3 Computer Aided Design and Drafting ("CADD") data delivered to City shall include the professional stamp of the engineer or architect in charge of or responsible for the Work. City agrees that Consultant shall not be liable for claims, liabilities or losses arising out of, or connected with (a) the modification or misuse by City, or anyone authorized by City, of CADD data; or (b) any use by City, or anyone authorized by City, of CADD data for additions to this Project, for the completion of this Project by others, or for any other Project, excepting only such use as is authorized, in writing, by Consultant. By acceptance of CADD data, City agrees to indemnify Consultant for damages and liability resulting from the modification or misuse of such CADD data. All original drawings shall be submitted to City in the version of AutoCAD used by the City in .dwg file format, and should comply with the City's digital submission requirements for improvement plans available from the City's Public Works Department. 17.4 All improvement and/or construction plans shall be plotted on standard twenty-four inch (24") by thirty-six inch (36") paper size. Consultant shall provide to City digital 'As -Built' drawings in both AutoCAD and Adobe PDF file format within thirty (30) days after finalization of the Project. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement. 20. RECORDS Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Ninyo & Moore Geotechnical & Environmental Sciences Consultants Page 7 Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 21. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST 24.1 Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et seq., which (1) require such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibit such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act and/or Government Code §§ 1090 et seq., Consultant shall conform to all requirements therein. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES 25.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third Ninyo & Moore Geotechnical & Environmental Sciences Consultants Page 8 business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 25.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Director of Public Works Public Works Department City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92658 25.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Garreth Saiki Ninyo & Moore Geotechnical & Environmental Sciences Consultants 5710 Ruffin Road San Diego, CA 92123 26. CLAIMS 26.1 Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request for payment. Consultant and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Consultant shall be required to file any claim Consultant may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 26.2 To the extent that Consultant's claim is a "Claim" as defined in Public Contract Code section 9204 or any successor statute thereto, the Parties agree to follow the dispute resolution process set forth therein. Any part of such "Claim" remaining in dispute after completion of the dispute resolution process provided for in Public Contract Code section 9204 or any successor statute thereto shall be subject to the Government Claims Act requirements requiring Consultant to file a claim in strict conformance with the Government Claims Act. To the extent that Contractor/Consultant's claim is not a "Claim" as defined in Public Contract Code section 9204 or any successor statute thereto, Consultant shall be required to file such claim with the City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 27. TERMINATION 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in Ninyo & Moore Geotechnical & Environmental Sciences Consultants Page 9 default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. PREVAILING WAGES 28.1 Pursuant to the applicable provisions of the Labor Code of the State of California, not less than the general prevailing rate of per diem wages including legal holidays and overtime Work for each craft or type of workman needed to execute the Work contemplated under the Contract shall be paid to all workmen employed on the Work to be done according to the Contract by the Contractor and any subcontractor. In accordance with the California Labor Code (Sections 1770 et seq.), the Director of Industrial Relations has ascertained the general prevailing rate of per diem wages in the locality in which the Work is to be performed for each craft, classification, or type of workman or mechanic needed to execute the Contract. A copy of said determination is available by calling the prevailing wage hotline number (415) 703-4774 and requesting one from the Department of Industrial Relations. The Contractor is required to obtain the wage determinations from the Department of Industrial Relations and post at the job site the prevailing rate or per diem wages. It shall be the obligation of the Contractor or any subcontractor under him/her to comply with all State of California labor laws, rules and regulations, and the parties agree that the City shall not be liable for any violation thereof. 28.2 If both the Davis -Bacon Act and State of California prevailing wage laws apply and the federal and state prevailing rate of per diem wages differ, Contractor and subcontractor, if any, shall pay the higher of the two rates. Said prevailing rate of per diem wages are on file at the City, Office of the City Clerk, 100 Civic Center Drive, Newport Beach, California 92660, and are available to any interested party on request. 29. STANDARD PROVISIONS 29.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. Ninyo & Moore Geotechnical & Environmental Sciences Consultants Page 10 29.2 Compliance with all Laws. Consultant shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 29.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 29.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 29.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 29.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 29.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 29.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 29.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 29.10 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 29.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. Ninyo & Moore Geotechnical & Environmental Sciences Consultants Page 11 29.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Ninyo & Moore Geotechnical & Environmental Sciences Consultants Page 12 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date:_g /g/ �� By: A on C. Harp I 0�- 0` . J U QJ� City Attorney ATTEST: Date: Lena Shumway City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Lauren Kleiman Mayor CONSULTANT: NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SCIENCES CONSULTANTS, a California corporation Date: By: Garreth Saiki Principal Engineer [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Ninyo & Moore Geotechnical & Environmental Sciences Consultants Page 13 EXHIBIT SCOPE OF SERVICES Ninyo & Moore Geotechnical & Environmental Sciences Consultants Page A-1 SCOPE OF SERVICES ON -CALL GEOTECHNICAL AND MATERIAL TESTING SCOPE OF SERVICES Consultant shall provide geotechnical and materials testing services on an on -call basis which includes, but is not limited to, the following: • Conduct geotechnical observations, field and lab testingfor various projects including, but not limited to, above and below ground structures, earthwork and grading, slope stability analysis, gravity and pressure pipelines, and roadway construction. • Observe and test trench backfill, street subgrade, base material, asphalt concrete (AC), Portland Cement Concrete (PCC), and any other materials. • Perform compaction testing of various materials, and laboratory testing related to all aspects of geotechnical engineering. • Perform wet track abrasion testing for slurry seals. • Prepare geotechnical engineering reports with recommendations such as pavement design and compaction reports, subgrade treatments, and various geotechnical engineering studies. • Attend field meetings and other geotechnical support services as required. • Perform field investigations such as pavement coring and boring. • Collaborate and work with City staff on various projects as assigned. • Any other service requested by City staff related to this project. Detailed Scope of Services Consultant shall provide services in accordance with applicable laws of the State of California, City of Newport Beach requirements, guidelines and ordinances, OSHA Construction Industry Standards, California Code of Regulations, South Coast Air Quality Management District ("SCAQMD") Regulations, Department of Toxics Substance Control ("DTSC"), and other applicable municipal, state, and federal codes. Soils and materials testing shall be performed in accordance with the latest addition of the Standard Specifications for Public Works Construction ("Green book"), Caltrans, ASTM, and applicable standard test methods. A specific scope of services will be developed for each task order. The following paragraphs describe the typical scope of services for the services related to this project. Geotechnical and Materials Testing Services Soil and materials testing services include, but are not limited to, the following depending on the requirements of each task order assigned: • Project coordination and client liaison including, but not limited to, scheduling of personnel to provide observation and soils testing services, and meeting attendance. Review of readily available background materials pertaining to the site, including, but not limited to, geotechnical reports, project plans, and specifications. • Attendance at pre -construction and field meetings as required by the City. On -site soil and inspections during construction on an as -requested basis during earthwork construction. Inspection services will be performed in accordance with the applicable building code requirements, project plans, and specifications. Soil and materials testing and inspection services include, but is not limited to, the following: • Field observations, documentation, and testing during the site grading and earthwork operations. Services include, but are not limited to, observation and field density testing of compacted fill, including embankment fill, structure and wall backfill, utility trench backfill, subgrade, aggregate subbase, aggregate base, and materials. • Field observations and inspections during foundation construction, including, but not limited to, observation of footing excavations, pier drilling, and pile driving as appropriate. • Field sampling and in -place density testing to be performed during engineered fill and aggregate base placement. Sampling materials at borrow locations and base material plants shall be performed to evaluate the materials conformance to the project specifications prior to delivery on -site or sampling from on -site stockpiles, as appropriate. Laboratory testing on collected soils and aggregate samples to be performed in accordance with the appropriate California Test, AASHTO, and ASTM test methods, and by utilizing Consultant's certified laboratories. Laboratory testing may include, but is not limited to, measurement of the proctor density of the soils to be placed as fill or backfill, conformance testing (including sieve analyses, sand equivalent, R- value, cleanness value and durability tests) on the proposed aggregate subbase, and aggregate base materials. Testing shall be performed at frequencies required by the Caltrans Construction Manual and the project specifications. • Preparation of daily reports and other memoranda to summarize the field operations and test results. Reports will include the standard information required by the review agencies. • Preparation of a final report summarizing the results of field and laboratory test results, including the final report on grading and a certification of compliance. NINYO & MOORE, A SOCOTEC COMPANY 16 City of Newport Beach, On -Call Geotechnical and Materials Testing Services, RFP No. 26-17 1 04-05154 1 November 6, 2025 EXHIBIT B SCHEDULE OF BILLING RATES Ninyo & Moore Geotechnical & Environmental Sciences Consultants Page B-1 Professional Staff Principal Engineer/Geologist/Environmental Scientist/Certified Industrial Hygienist $ 250 Senior Engineer/Geologist/Environmental Scientist $ 235 Senior Project Engineer/Geologist/Environmental Scientist $ 220 Project Engineer/Geologist/Environmental Scientist $ 210 Senior Staff Engineer/Geologist/Environmental Scientist $ 200 Staff Engineer/Geologist/Environmental Scientist $ 180 GIS Analyst $ 160 Technical Illustrator/CAD Operator $ 140 Field Staff Certified Asbestos/Lead Technician $ 220 Field Operations Manager $ 150 Nondestructive Examination Technician (LIT, MT, LP) $ 145 Supervisory Technician $ 140 Special Inspector (Concrete, Masonry, Structural Steel, Welding, and Fireproofing) $ 144 Senior Technician $ 144 Technician $ 139 Administrative Staff Information Specialist $ 120 Geotechnical/Environmental/Laboratory Assistant $ 120 Data Processor $ 95 Other Charges Concrete Coring Equipment (includes technician) $ 190/hr Anchor Load Test Equipment (includes technician) $ 190/hr GPR Equipment $ 180/hr Inclinometer $ 100/hr Hand Auger Equipment $ 80/hr Rebar Locator (Pachometer) $ 25/hr Vapor Emission Kit $ 65/kit Field Testing Equipment $ 12/hr X-Ray Fluorescence $ 70/hr PID/FID $ 25/hr Air Sampling Pump $ 10/hr Field Vehicle $ 15/hr Expert Witness Testimony $ 450/hr Direct Expenses Cost plus 15 % Special equipment charges will be provided upon request. Technicians and special inspectors, are charged at a 4-hour minimum, and 8-hour minimum for hours exceeding 4 hours. Overtime rates at 1.5 times the regular rates will be charged for work performed in excess of 8 hours in one day Monday through Friday and all day on Saturday. Rates at twice the regular rates will be charged for all work in excess of 12 hours in one day, all day Sunday and on holidays. Our rates will be adjusted in conjunction with the increase in the Prevailing Wage Determination during the life of the project, as applicable. NINYO & MOORE, A SOCOTEC COMPANY City of Newport Beach, On -Call Geotechnical and Materials Testing Services, RFP No. 26-17 1 04-05154 1 November 6, CAI6MOD 2025 Schedule of Fees for Laboratory Testing SOILS CONCRETE Atterberg Limits, D 4318, CT 204 $ 170 Compression Tests, 6x12 Cylinder, C 39 $ 35 California Bearing Ratio (CBR), D 1883 $ 550 Concrete Mix Design Review, Job Spec $ 300 Chloride and Sulfate Content, CT 417 & CT 422 $ 175 Concrete Mix Design, per Trial Batch, 6 cylinder, ACI $ 850 Consolidation, D 2435, CT 219 $ 300 Concrete Cores, Compression (excludes sampling), C 42 $ 120 Consolidation, Hydro -Collapse only, D 2435 $ 150 Drying Shrinkage, C 157 $ 400 Consolidation - Time Rate, D 2435, CT 219 $ 200 Flexural Test, C 78 $ 85 Direct Shear- Remolded, D 3080 $ 350 Flexural Test, C 293 $ 85 Direct Shear- Undisturbed, D 3080 $ 300 Flexural Test, CT 523 $ 95 Durability Index, CT 229 $ 175 Gunite/Shotcrete, Panels, 3 cut cores per panel and test, ACI $ 275 Expansion Index, D 4829, IBC 18-3 $ 190 Lightweight Concrete Fill, Compression, C 495 $ 80 Expansion Potential (Method A), D 4546 $ 170 Petrographic Analysis, C 856 $ 2,000 Geofabric Tensile and Elongation Test, D 4632 $ 200 Restrained Expansion of Shrinkage Compensation $ 450 Hydraulic Conductivity, D 5084 $ 350 Splitting Tensile Strength, C 496 $ 100 Hydrometer Analysis, D 6913, CT 203 $ 220 3x6 Grout, (CLSM), C 39 $ 55 Moisture, Ash, & Organic Matter of PeatlOrganic Soils $ 120 2x2x2 Non -Shrink Grout, C 109 $ 55 Moisture Only, D 2216, CT 226 $ 35 Moisture and Density, D 2937 $ 45 ASPHALT Permeability, CH, D 2434, CT 220 $ 300 Air Voids, T 269 $ 85 pH and Resistivity, CT 643 $ 175 Asphalt Mix Design, Caltrans (incl. Aggregate Quality) $ 4,500 Proctor Density D1557, D 698, CT 216, AASHTO T- 180 $ 220 Asphalt Mix Design Review, Job Spec $ 180 Proctor Density with Rock Correction D 1557 $ 340 Dust Proportioning, CT LPA $ 85 R-value, D 2844, CT 301 $ 375 Extraction, %Asphalt, including Gradation, D 2172, CT 382 $ 250 Sand Equivalent, D 2419, CT 217 $ 125 Extraction, %Asphalt without Gradation, D 2172, CT 382 $ 150 Sieve Analysis, D 6913, CT 202 $ 145 Film Stripping, CT 302 $ 120 Sieve Analysis, 200 Wash, D 1140, CT 202 $ 100 Hveem Stability and Unit Weight D 1560, T 246, CT 366 $ 225 Specific Gravity, D 854 $ 125 Marshall Stability, Flow and Unit Weight, T 245 $ 240 Thermal Resistivity (ASTM 5334, IEEE 442) $ 925 Maximum Theoretical Unit Weight, D 2041, CT 309 $ 150 Triaxial Shear, C.D, D 4767, T 297 $ 550 Moisture Content, CT 370 $ 95 Triaxial Shear, C.U., w/pore pressure, D 4767, T 2297 per pt $ 450 Moisture Susceptibility and Tensile Stress Ratio, T 238, CT 371 $ 1,000 Triaxial Shear, C.U., w/o pore pressure, D 4767, T 2297 per pt $ 350 Slurry Wet Track Abrasion, D 3910 $ 150 Triaxial Shear, U.U., D 2850 $ 250 Superpave, Asphalt Mix Verification (ind. Aggregate Quality) $ 4,900 Unconfined Compression, D 2166, T 208 $ 180 Superpave, Gyratory Unit Wt., T 312 $ 100 Superpave, Hamburg Wheel, 20,000 passes, T 324 $ 1,000 MASONRY Unit Weight sample or core, D 2726, CT 308 $ 100 Brick Absorption, 24-hour submersion, 5-hr boiling, 7-day, C 67 $ 70 Voids in Mineral Aggregate, (VMA) CT LP-2 $ 90 Brick Compression Test, C 67 $ 55 Voids filled with Asphalt, (VFA) CT LP-3 $ 90 Brick Efflorescence, C 67 $ 55 Wax Density, D 1188 $ 140 Brick Modulus of Rupture, C 67 $ 50 Brick Moisture as received, C 67 $ 45 AGGREGATES Brick Saturation Coefficient, C 67 $ 60 Clay Lumps and Friable Particles, C 142 $ 180 Concrete Block Compression Test, 8x8x16, C 140 $ 70 Cleanness Value, CT 227 $ 180 Concrete Block Conformance Package, C 90 $ 500 Crushed Particles, CT 205 $ 175 Concrete Block Linear Shrinkage, C 426 $ 200 Durability, Coarse or Fine, CT 229 $ 205 Concrete Block Unit Weight and Absorption, C 140 $ 70 Fine Aggregate Angularity, ASTM C 1252, T 304, CT 234 $ 180 Cores, Compression or Shear Bond, CA Code $ 70 Flat and Elongated Particle, D 4791 $ 220 Masonry Grout, 3x3x6 prism compression, C 39 $ 45 Lightweight Particles, C 123 $ 180 Masonry Mortar, 2x2 cube compression, C 109 $ 35 Los Angeles Abrasion, C 131 or C 535 $ 200 Masonry Prism, half size, compression, C 1019 $ 120 Material Finer than No. 200 Sieve by Washing, C 117 $ 90 Masonry Prism, Full size, compression, C 1019 $ 200 Organic Impurities, C 40 $ 90 Potential Alkali Reactivity, Mortar Bar Method, Coarse, C 1260 $1,250 REINFORCING AND STRUCTURAL STEEL Potential Alkali Reactivity, Mortar Bar Method, Fine, C 1260 $ 950 Chemical Analysis, A 36, A 615 $ 135 Potential Reactivity of Aggregate (Chemical Method), C 289 $ 475 Fireproofing Density Test, UBC 7-6 $ 90 Sand Equivalent, T 176, CT 217 $ 125 Hardness Test, Rockwell, A 370 $ 80 Sieve Analysis, Coarse Aggregate, T 27, C 136 $ 120 High Strength Bolt, Nut & Washer Conformance, Sieve Analysis, Fine Aggregate (including wash), T 27, C 136 $ 145 per assembly, A 325 $ 150 Sodium Sulfate Soundness, C 88 $ 450 Mechanically Spliced Reinforcing Tensile Test, ACI $ 175 Specific Gravity and Absorption, Coarse, C 127, CT 206 $ 115 Pre -Stress Strand (7 wire), A 416 $ 170 Specific Gravity and Absorption, Fine, C 128, CT 207 $ 175 Reinforcing Tensile or Bend up to No.11, A 615 & A 706 $ 75 Structural Steel Tensile Test: Up to 200,000 lbs., A 370 $ 90 ROOFING Welded Reinforcing Tensile Test: Up to No. 11 bars, ACI $ 80 Roofing Tile Absorption, (set of 5), C 67 $ 250 Roofing Tile Strength Test, (set of 5), C 67 $ 250 Special preparation of standard test specimens will be charged at the technician's hourly rate. Ninyo & Moore is accredited to perform the AASHTO equivalent of many ASTM test procedures. NINYO & MOORE, A SOCOTEC COMPANY City of Newport Beach, On -Call Geotechnical and Materials Testing Services, RFP No. 26-17 104-05154 1 November 6, 2025 EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City of Newport Beach, its City Council, boards and commissions, officers, agents, volunteers and employees. B. General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary excess/umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than two million dollars ($2,000,000) per occurrence, four million dollars ($4,000,000) general aggregate. The policy shall cover liability arising from bodily injury, property damage, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). Consultant shall submit to City, along with a certificate of insurance, additional coverage as stated in Section 4. Other Insurance Requirements. Ninyo & Moore Geotechnical & Environmental Sciences Consultants Page C-1 C. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non - owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. Consultant shall submit to City, along with a certificate of insurance, additional coverage as stated in Section 4. Other Insurance Requirements. D. Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of two million dollars ($2,000,000) per claim and four million dollars ($4,000,000) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. E. Excess/Umbrella Liability Insurance. If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this contract, then said policies shall be "following form" of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this contract, including, but not limited to, the additional insured and primary & non-contributory insurance requirements stated herein. No insurance policies maintained by the City, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Consultant's primary and excess/umbrella liability policies are exhausted. Consultant shall submit to City, along with a certificate of insurance, additional coverage as stated in Section 4. Other Insurance Requirements. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City of Newport Beach, its City Council, boards and commissions, officers, agents, volunteers, employees or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its Ninyo & Moore Geotechnical & Environmental Sciences Consultants Page C-2 subconsultants. B. Additional Insured Status. All liability policies including general liability, excess/umbrella liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City of Newport Beach, its City Council, boards and commissions, officers, agents, volunteers, employees shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days' notice of cancellation (except for nonpayment for which ten (10) calendar days' notice is required) or nonrenewal of coverage for each required coverage. E. Subconsultants. Consultant shall require and verify that all subconsultants maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subconsultants. For CGL coverage subconsultants shall provide coverage with a format at least as broad as CG 20 38 04 13. Limits of liability for General Liability and Professional Liability (Errors & Omissions) in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. City reserves the right to require complete, certified copies of all required insurance Ninyo & Moore Geotechnical & Environmental Sciences Consultants Page C-3 policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days' advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Right to Review Subcontracts. Consultant agrees that upon request, all agreements with subconsultants or others with whom Consultant enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. Consultant shall require and verify that all subconsultants maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subconsultants. For CGL coverage, subconsultants shall provide coverage with a format at least as broad as CG 20 38 04 13. D. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. E. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for 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. F. Self -insured Retentions. Any self -insured retentions must be declared to and approved by City. City reserves the right to require that self - insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. G. City Remedies for Non -Compliance. If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City Ninyo & Moore Geotechnical & Environmental Sciences Consultants Page C-4 shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. H. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. Ninyo & Moore Geotechnical & Environmental Sciences Consultants Page C-5