HomeMy WebLinkAboutC-8087-4 - On-Call PSA for Geotechnical and Materials Testing ServicesON -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;
ONTO
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
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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
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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
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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.
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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
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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.
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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.
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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
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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
29A 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,
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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]
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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:
By:
Aa n C. Harp
City Attorney
ATTEST:
Date:
By:
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:
Signed in Counterpart
By:
Aron Taylor
Chief Executive Officer
Date:
Signed in Counterpart
Bv:
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
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:
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:,� By:
Aa n C. Harp ( l5 •tip �,� Lauren Kleiman
City Attorney Mayor
ATTEST:
Date:
IN
Lena Shumway
City Clerk
CONSULTANT: GMU Geotechnical,
Inc., a C lifornia corporation
Date:
By:
Aron Taylor
Chief Executive Officer
Date: I 2-01Z-6'
By: __�
-MietTael o/�I scrop
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
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 OF REWPORT BEACH
GMUPAST PROJECTS
Figure 1: Representative pavement evaluation projects (red) completed by GMU
within the City of Newport Beach since —2014.
GMU Proposal 25.352.00
City of Newport Beach y
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 ExpertWitness 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.
Geotechnical 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.
Geotechnical 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
I 1 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 $ 55.00/11ou1'
LABORATORY TESTING SERVICES
Laboratory Testing $ 150.00/hour
(For special materials testing and laboratory costs on a per -test basis, see GA11U'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
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