PROFESSIONAL SERVICES AGREEMENT
WITH GMU GEOTECHNICAL, INC. FOR
PAVEMENT MANAGEMENT PROGRAM AND INSPECTION SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered intoas ofthis23rd day of June, 2026 ("EffectiveDate"),by and between the CITY OF NEWPORT BEACH, a Californiamunicipalcorporationand chartercity("City"),and GMU GEOTECHNICAL, INC., a Californiacorporation("Consultant"),whose address is 30336 Esperanza, Rancho Santa Margarita,CA 92688, and ismade with reference to the following:
RECITALS
A. Cityisa municipal corporationduly organized and validlyexistingunder the laws of the State of Californiawith the power to carryon itsbusiness as itisnow being conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant to provide pavement management plan and inspectionservices ("Project").
C. Consultant possesses the skill,experience,ability,background, certificationand knowledge to provide the professionalservices described inthisAgreement.
D. City has solicitedand received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retainConsultant to render professionalservices under the terms and conditions set forthinthisAgreement.
NOW, THEREFORE, itismutually agreed by and between the undersigned parties as follows:
1. TERM
The term of this Agreement shall commence on the EffectiveDate, and shall terminate on June 30, 2030, unless terminated earlieras set forth herein.
2. SERVICES TO BE PERFORMED
Consultant shall diligentlyperform allthe services described in the Scope of Services attached hereto as ExhibitA and incorporatedherein by reference ("Services" or "Work"). City may electto delete certainServices withinthe Scope of Services at its sole discretion.
3. TIME OF PERFORMANCE
3.1 Time isofthe essence inthe performance of Services underthis Agreement and Consultant shallperform the Services in accordance with the schedule included in Exhibit A. In the absence of a specificschedule, the Services shall be performed to Attachment A
completion ina diligentand timelymanner. The failureby Consultant to strictlyadhere to the schedule setforthinExhibitA, ifany, or perform the Services ina diligentand timely manner may resultinterminationof thisAgreement by City.
3.2 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant'sreasonable control. However, in the case of any such delay inthe Services to be provided forthe Project,each party hereby agrees to provide noticewithintwo (2)calendar days of the occurrence causing the delay to the other partyso thatalldelays can be addressed.
3.3 Consultantshallsubmit allrequestsforextensionsof time forperformance in writingto the ProjectAdministratoras defined herein not laterthan ten (10) calendar days afterthe startof the conditionthat purportedlycauses a delay. The Project Administratorshallreviewallsuch requestsand may grant reasonable time extensions forunforeseeable delays thatare beyond Consultant'scontrol.
3.4 For alltime periods not specificallyset forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand-deliveryor mail.
4. COMPENSATION TO CONSULTANT
4.1 City shallpay Consultant for the Services on a time and expense not-to- exceed basis inaccordance with the provisionsof thisSection and the Schedule of Billing Rates attached hereto as ExhibitB and incorporatedherein by reference. Consultant's compensation for allWork performed in accordance with thisAgreement, includingall reimbursable items and subconsultant fees, shallnot exceed One Hundred Ninety Five Thousand Five Hundred Thirty Three Dollars and 00/100 ($195,533.00),withoutprior writtenauthorizationfrom City. No billingratechanges shallbe made during the term of thisAgreement withoutthe priorwrittenapproval of City.
4.2 Consultant shallsubmit monthly invoicesto City describing the Work performed the preceding month. Consultant'sbillsshallincludethe name of the person who performed the Work, a briefdescriptionofthe Services performed and/or the specific task in the Scope of Services to which itrelates,the date the Services were performed, the number of hours spent on allWork billedon an hourly basis,and a descriptionof any reimbursable expenditures. City shallpay Consultant no laterthan thirty(30) calendar days afterapproval of the monthly invoiceby Citystaff.
4.3 Cityshallreimburse Consultant only forthose costs or expenses specifically identifiedinExhibitB to thisAgreement or specificallyapproved inwritingin advance by City.
4.4 Consultant shallnot receive any compensation for Extra Work performed withoutthe priorwrittenauthorizationof City. As used herein,"ExtraWork" means any Work thatisdetermined by Cityto be necessary forthe proper completion of the Project, but which is not included within the Scope of Services and which the partiesdid not reasonably anticipate would be necessary at the execution of this Agreement.
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Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of BillingRates as set forthin ExhibitB.
5. PROJECT MANAGER
5.1 Consultant shalldesignate a ProjectManager, who shall coordinate all phases ofthe Project.This ProjectManager shallbe availableto City at allreasonable times duringthe Agreement term. Consultant has designated Roger Schlierkamp to be itsProjectManager. Consultant shallnot remove or reassign the ProjectManager or any personnel listedinExhibitA or assign any new or replacement personnel to the Project withoutthe priorwrittenconsent of City. City'sapproval shall not be unreasonably withheldwithrespecttothe removal or assignment of non-key personnel.
5.2 Consultant,atthe solediscretionof City,shallremove from the Projectany of itspersonnel assigned to the performance of Services upon writtenrequest of City.
Consultantwarrants thatitwillcontinuouslyfurnishthe necessary personnel to complete the Projecton a timelybasis as contemplated by thisAgreement.
5.3 IfConsultant isperforming inspectionservicesforCity,the ProjectManager and any otherassigned staffshallbe equipped witha cellularphone to communicate with Citystaff.The ProjectManager's cellularphone number shallbe provided to City.
6. ADMINISTRATION
This Agreement willbe administered by the Public Works Department. City's Directorof PublicWorks or designee shallbe the ProjectAdministratorand shallhave the authorityto act forCityunder thisAgreement. The ProjectAdministrator shallrepresent Cityin allmatters pertainingto the Services to be rendered pursuant to thisAgreement.
7. CITY'S RESPONSIBILITIES
To assistConsultant inthe execution of itsresponsibilitiesunder thisAgreement, Cityagrees to provide access to and upon request of Consultant,one copy of allexisting relevantinformationon fileat City.Citywillprovideallsuch materialsina timelymanner so as not to cause delays in Consultant'sWork schedule.
8. STANDARD OF CARE
8.1 Allof the Services shallbe performed by Consultant or under Consultant's supervision. Consultant represents that itpossesses the professional and technical personnel required to perform the Services required by thisAgreement, and that itwill perform allServices in a manner commensurate with community professionalstandards and with the ordinary degree of skilland care that would be used by other reasonably competent practitionersof the same disciplineunder similarcircumstances. AllServices shallbe performed by qualifiedand experienced personnel who are not employed by City.
By delivery of completed Work, Consultant certifiesthat the Work conforms to the requirements of thisAgreement, allapplicablefederal,state and locallaws, and legally recognized professionalstandards.
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8.2 Consultantrepresentsand warrantstoCitythatithas, shallobtain,and shall keep infullforceand effectduringthe term hereof,at itssole cost and expense, all licenses,permits,qualifications,insuranceand approvalsof whatsoever nature that is legallyrequiredofConsultantto practiceitsprofession.Consultantshallmaintaina City of Newport Beach businesslicenseduringthe term ofthisAgreement.
8.3 Consultantshallnot be responsiblefordelay,nor shall Consultant be responsiblefordamages or be indefaultor deemed to be indefaultby reason of strikes, lockouts, accidents, acts of God, or the failureof City to furnishtimely informationor to approve or disapprove Consultant'sWork promptly,or delay or faultyperformance by City,contractors,or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullestextentpermittedby law,Consultantshallindemnify, defend and hold harmless City,itsCity Council,boards and commissions, officers,agents, volunteers,employees (collectively,the "IndemnifiedParties"),from and againstany and allclaims (including,without limitation,claims for bodilyinjury,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(directlyor indirectly)tothe negligence,recklessness,or willfulmisconduct of the Consultantor itsprincipals,officers, agents, employees, vendors, suppliers, subconsultants, subcontractors, anyone employed directlyor indirectlyby any ofthem orforwhose actsthey may be liable,or any or all of them.
9.2 Notwithstandingthe foregoing,nothinghereinshallbe construed to require Consultant to indemnify the IndemnifiedPartiesfrom any Claim arisingfrom the sole negligence,activenegligence or willfulmisconduct ofthe IndemnifiedParties.Nothing in thisindemnityshallbe construedas authorizingany award of attorneys'fees inany action on or to enforcethe terms ofthisAgreement. This indemnity shallapply to allclaims and liabilityregardlessofwhether any insurancepoliciesare applicable,but only to the extent permittedby law, and not to exceed the policylimitsof Consultant'sinsurance policy where applicable.
10. INDEPENDENT CONTRACTOR
Itis understood that City retainsConsultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conductingtheWork are underthe controlofConsultant,except to the extent they are limitedby statute,ruleor regulationand the expressed terms of thisAgreement. No civil servicestatusor other rightof employment shallaccrue to Consultant or itsemployees.
Nothing inthisAgreement shallbe deemed to constituteapproval forConsultant or any of Consultant'semployees or agents,to be the agents or employees of City. Consultant shallhave the responsibilityfor and controlover the means of performing the Work, provided thatConsultant isincompliance with the terms of thisAgreement. Anything in GMU Geotechnical,Inc. Page 4
thisAgreement thatmay appear togiveCitythe rightto directConsultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only thatConsultant shallfollowthe desires of Citywith respectto the resultsofthe Services.
11. COOPERATION
Consultant agrees to work closelyand cooperate fullywith City'sdesignated ProjectAdministratorand any otheragencies thatmay have jurisdictionor interestinthe Work to be performed. Cityagrees to cooperate withthe Consultant on the Project.
12. CITY POLICY
Consultantshalldiscuss and review allmatters relatingto policy and Project directionwith City'sProjectAdministratorinadvance of allcriticaldecisionpointsinorder to ensure the Projectproceeds ina manner consistentwith Citygoals and policies.
13. PROGRESS
Consultant is responsiblefor keeping the ProjectAdministratorinformed on a regularbasisregardingthe statusand progressofthe Project,activitiesperformed and planned, and any meetings thathave been scheduled or are desired.
14. INSURANCE
Without limitingConsultant'sindemnificationof City,and priorto commencement ofWork, Consultant shallobtain,provideand maintainat itsown expense duringthe term ofthisAgreement orforotherperiodsas specifiedinthisAgreement, policiesof insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as ExhibitC, and incorporatedherein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specificallyauthorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out withoutthe priorwrittenapproval of City. Any of the followingshallbe construed as an assignment: The sale,assignment, transferor other dispositionof any of the issued and outstanding capitalstock of Consultant,or of the interestof any general partneror jointventureror syndicate member or cotenant ifConsultant isa partnershipor joint-ventureor syndicate or co-tenancy, which shall resultin changing the controlof Consultant. Controlmeans fiftypercent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation,partnershipor joint-venture.
16. SUBCONTRACTING
The subcontractorsauthorizedby City,ifany, to perform Work on thisProjectare identifiedin ExhibitA. Consultant shall be fullyresponsible to City for allacts and omissions of any subcontractor. Nothing inthisAgreement shallcreate any contractual GMU Geotechnical,Inc. Page 5
relationshipbetween Cityand any subcontractornor shallitcreate any obligationon the partofCityto pay or to see tothe payment ofany monies due to any such subcontractor other than as otherwise requiredby law. Cityisan intended beneficiaryof any Work performed by the subcontractorforpurposes of establishinga duty of care between the subcontractorand City. Except as specificallyauthorized herein, the Services to be provided under thisAgreement shallnot be otherwise assigned, transferred,contracted or subcontractedout withoutthe priorwrittenapprovalof City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report,draft,map, record,plan,document and otherwriting produced, includingbut not limitedto, websites, blogs, social media accounts and applications(hereinafter"Documents"),prepared orcaused to be prepared by Consultant, itsofficers,employees, agents and subcontractors,in the course of implementing this Agreement, shallbecome the exclusivepropertyofCity,and Cityshallhave the sole right to use such materials in itsdiscretion without further compensation to Consultantor any other party. Additionally,allmaterialposted in cyberspace by Consultant, itsofifcers, employees, agents and subcontractors,in the course of implementing thisAgreement, shallbecome the exclusivepropertyofCity,and Cityshallhave the sole rightto use such materialsinitsdiscretionwithoutfurthercompensation to Consultant or any other party.
Consultantshall,at Consultant'sexpense, providesuch Documents, includingalllogins and password informationto Cityupon priorwrittenrequest.
17.2 Documents, includingdrawings and speciifcations,prepared by Consultant pursuant to thisAgreement are not intended or represented to be suitablefor reuse by Cityor others on any other project.Any use of completed Documents forother projects and any use of incomplete Documents without specificwritten authorization from Consultant willbe at City'ssole riskand without liabilitytoConsultant.Further,any and allliabilityarisingout of changes made to Consultant'sdeliverablesunder thisAgreement by Cityor persons other than Consultant iswaived against Consultant,and Cityassumes fullresponsibilityforsuch changes unless Cityhas given Consultant priornotice and has receivedfromConsultantwrittenconsentforsuch changes.
17.3 All written documents shall be transmitted to Cityinformats compatible with Microsoft Office and/or viewable with Adobe Acrobat.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shallbe kept confidential unless Cityexpresslyauthorizesinwritingthe releaseof information.
19. INTELLECTUAL PROPERTY INDEMNITY
Consultant shalldefend and indemnify City,itsagents, officers,representatives and employees against any and allliability,includingcosts,for infringementor alleged infringementof any United States'letterspatent,trademark, or copyright,includingcosts, contained inConsultant'sDocuments provided under thisAgreement.
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20. RECORDS
Consultant shallkeep records and invoicesin connection with the Services to be performed under thisAgreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expendituresand disbursements charged to City,fora minimum periodofthree (3)years, or forany longer period requiredby law,from the date of ifnalpayment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable.
Consultant shallallow a representativeof Cityto examine, audit and make transcriptsor copies ofsuch recordsand invoicesduringregularbusiness hours. Consultant shallallow inspectionof allWork, data, Documents, proceedings and activitiesrelated to the Agreement fora periodof three (3)years from the date of finalpayment to Consultant under thisAgreement.
21. WITHHOLDINGS
Citymay withholdpayment toConsultantofany disputedsums untilsatisfactionof the dispute with respect to such payment. Such withholdingshall not be deemed to constitutea failureto pay according to the terms ofthisAgreement. Consultant shallnot discontinueWork as a resultof such withholding.Consultant shall have an immediate rightto 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 thatCityearned on itsinvestments duringthe time period,from the date of withholdingof any amounts found to have been improperlywithheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional inexperienceof Consultant which resultinexpense to Citygreaterthan what would have resulted ifthere 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 inthisSection isintended to limitCity'srightsunder the law or any other sectionsof thisAgreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the rightto employ other Consultants inconnection with the Project.
24. CONFLICTS OF INTEREST
24.1 Consultant or itsemployees may be subject to the provisions of the CaliforniaPoliticalReform 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 materiallyaffectedby the Work performed under thisAgreement, and (2) prohibitsuch persons from making, or participatingin making, decisions that will foreseeably financiallyaffectsuch interest.
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24.2 Ifsubjectto the Act and/orGovernment Code §§ 1090 et sep., Consultant shallconform to allrequirements therein. Failureto do so constitutes a material breach and isgrounds forimmediate terminationof thisAgreement by City. Consultant shall indemnifyand hold harmless Cityfor any and allclaims for damages resultingfrom Consultant's violation of this Section.
25. NOTICES
25.1 All notices,demands, requests or approvals,includingany change in mailingaddress, to be given under the terms of thisAgreement shallbe given inwriting, and conclusivelyshallbe deemed served when delivered personally,or on the third business day afterthe depositthereofinthe United States mail,postage prepaid,first- classmail,addressed as hereinafterprovided.
25.2 Allnotices,demands, requestsor approvalsfrom Consultant to City shall be addressed to Cityat:
Attn: Director of Public Works
PublicWorks Department
Cityof Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
25.3 Allnotices,demands, requests or approvals from City to Consultant shall be addressed to Consultant at:
Attn:Aron Taylor
GMU Geotechnical, Inc.
30336 Esperanza
Rancho Santa Margarita,CA 92688-2118
26. CLAIMS
Unless a shortertime isspecifiedelsewhere inthisAgreement, before making its finalrequestforpayment under thisAgreement, Consultant shallsubmit to City,inwriting, allclaims for compensation under or arisingout of this Agreement. Consultant's acceptance of the finalpayment shallconstitutea waiver of allclaims for compensation under or arisingout of thisAgreement except those previously made in writingand identifiedby Consultant inwritingas unsettledat the time of itsfinalrequest forpayment.
Consultant and Cityexpresslyagree thatinadditionto any claims filingrequirements set forthinthe Agreement, Consultantshallbe requiredtofileany claim Consultant may have against City in strictconformance with the Government Claims Act (Government Code sections 900 of seq.).
27. TERMINATION
27.1 Inthe event thateitherpartyfailsor refuses to perform any of the provisions of thisAgreement at the time and inthe manner required,that party shallbe deemed in GMU Geotechnical,Inc. Page 8
defaultinthe performance of thisAgreement. Ifsuch defaultisnot cured withina period oftwo (2)calendardays, or ifmore than two (2)calendardays are reasonably required to cure the defaultand the defaultingpartyfailsto give adequate assurance of due performance withintwo (2) calendar days afterreceiptof written notice of default, specifyingthe natureof such defaultand the steps necessary to cure such default,and thereafterdiligentlytake stepsto cure the default,the non-defaultingpartymay terminate theAgreement forthwithby givingtothedefaultingparty writtennotice thereof.
27.2 Notwithstandingthe above provisions,Cityshallhave the right,at itssole and absolutediscretionand withoutcause,ofterminatingthisAgreement atany time by givingno lessthan seven (7)calendardays' priorwritten notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorilyperformed and costsincurredup tothe effectivedate of termination forwhich Consultanthas not been previouslypaid.On the effectivedate of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated inthe performance of thisAgreement, whether in draftor finalform.
28. STANDARD PROVISIONS
28.1 Recitals.Cityand Consultantacknowledge thatthe above Recitals are true and correctand are hereby incorporatedby referenceintothisAgreement.
28.2 Compliance with allLaws. Consultant shall,at itsown cost and expense, comply with allstatutes,ordinances, regulationsand requirements of allgovernmental entities,includingfederal,state,county or municipal,whether now inforce or hereinafter enacted. In addition,allWork prepared by Consultant shallconform to applicableCity, county,stateand federallaws,rules,regulationsand permit requirements and be subject to approvalofthe ProjectAdministratorand City.
28.3 Waiver. A waiver by eitherpartyof 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 conditioncontained herein, whether of the same or a different character.
28.4 Integrated Contract. This Agreement represents the fulland complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminarynegotiationsand agreements ofwhatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shallbe held to vary the provisions herein.
28.5 Conflicts or Inconsistencies. In the event there are any conflictsor inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto,the terms of thisAgreement shallgovern.
28.6 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 eitherparty by reason of the authorship of the Agreement or any other rule of constructionwhich might otherwise apply.
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28.7 Amendments. This Agreement may be modified or amended only by a writtendocument executed by both Consultantand Cityand approved as to form by the CityAttorney.
28.8 Severability.Ifany term or portionofthisAgreement is held to be invalid, illegal,or otherwise unenforceable by a courtof competent jurisdiction,the remaining provisionsof thisAgreement shallcontinue infullforce and effect.
28.9 Controlling Law and Venue. The laws of the State of Californiashallgovern thisAgreement and allmatters relatingto itand any action brought relatingto this Agreement shallbe adjudicatedin a court of competent jurisdictionin the County of Orange, State of California.
28.10 Equal OpportunityEmployment. Consultant representsthat itisan equal opportunityemployer and itshallnot discriminateagainst any subcontractor,employee or applicant for employment because race, religiouscreed, color, national origin, ancestry, physical handicap, medical condition,maritalstatus, sex, sexual orientation, age or any other impermissible basis under law.
28.11 No Attorneys'Fees. Inthe event of any disputeor legalactionarisingunder thisAgreement, the prevailingpartyshallnot be entitledto attorneys'fees.
28.12 Counterparts. This Agreement may be executed in two (2) or more counterparts,each of which shallbe deemed an originaland allof which together shall constituteone (1)and the same instrument.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the partieshave caused thisAgreement to be executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: l/ o/Z/
CITY OF NEWPORT BEACH,
a Californiamunicipalcorporation
Date:
By:
Aa onC.Harp ,'5o ,U, 3CityAttorney
ATTEST:
Date:
By:
Lauren Kleiman
Mayor
CONSULTANT: GMU GEOTECHNICAL,
INC., a Californiacorporation
Date:
By:
Lena Shumway
City Clerk
By:
Michael Moscrop
President and Secretary
[END OF SIGNATURES]
Attachments: ExhibitA - Scope of Services
ExhibitB - Schedule of BillingRates
ExhibitC - Insurance Requirements
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EXHIBIT A
SCOPE OF SERVICES
GMU Geotechnical, Inc. Page A-1
Scope of Services
Consultantshallbe responsibleforprovidingpavement management program professional servicesincluding,as a minimum:
A. FieldInspection- Consultant shallconduct fieldinspectionsusing the windshield, walking,and/orcalibratedautomaticsurveys methods per OCTA guidelines.For consistency,the Cityprefersa combinationofwindshieldand walking survey methods. i.Conduct pavement inspectionsforallarterialsand collectorsduringodd numbered years.
ii.Conduct pavement inspectionsforresidentialstreetsand alleysinAreas 1 through 3 duringodd numbered years.
iii.Conduct pavement inspectionson residentialstreetsand alleysinAreas 4 through 7 during even numbered years.
Refer to Appendix A fordesignationof the seven areas.
B. MicroPAVER Database - Consultant shallbe responsibleforupdating the entire database, enteringallfieldinspectiondata intoMicroPAVER and updating the work historyfieldswith recentlycompleted roadway constructionprojects.The Citycurrently uses MicroPAVER version7.1.2.Consultant isrequiredto procure and use the same software and version to complete thiswork. The MicroPAVER database consists of 663 branches and 1,998 sections.
C. PCI Report - Generate Pavement Condition Index (PCI) reportsin Excel format showing each MicroPAVER sectionand calculatethe citywideaverage PCI. Report shallbe separated intoresidentialstreetsand arterials.
D. QualityControl- Provide qualitycontrolcheck of PCIs from past inspectionsfor deviationsgreaterthan ten PCI points.Consultant shallincludecosts forcalibrating new PCI ifeldinspectiondata to the previous consultant'sinspections,ifapplicable.
Researching the deviationsand reinspectionmay be requiredto complete quality control efforts.
E. OCTA Measure M2 Report - Consultant shallprepare and submit the OCTA Measure M2 PMP reportduring odd numbered years. The firstdraftOCTA Measure M2 report shallbe submitted inJanuary. FinalPMP reportshallbe submitted by March of each odd year.
F. GIS ArcMAP - Consultant shallprepare and submit an GIS ArcMAP shapefilethat contains PCI data, updating data fieldsand adding and removing fieldsbased on the City'srequests,includingformattingto be compatible with the City'sGIS system.
G. Progress Meetings - Consultant willbe requiredto meet with Citystaffduring the yearly process to review and discuss progress and coordinatecourses of action.Itis anticipatedthata maximum offour (4)design meetings willbe requiredper year.
Consultant willbe requiredto prepare the meeting agenda and meeting minutes.
Task 1- Kick-off and Progress Meeting with the City Staff GMU willbegin by conducting a kick-offmeeting with the City of Newport Beach to launch the project.We willthen schedule regular progress meetings to keep City staffinformed on work statusand key findings.These meetings willaddress:
• Street classifications
• QualityControl Plan
• Past pavement management plan reports,excel files,or databases • Pavement repairstrategies(pavement repair"toolbox")
• Othertopicsthatmay ariseduringtheproject.
GMU willalso perform a comprehensive document review of allprovided Cityrecords relatedto previous projects,inventory,maps, and other relevantinformation.
Deliverables
• Meeting agendas prepared priorto each meeting
• Meeting minutes,with actionitems and due dates, providedaftereach meeting • Draft QA/QC Plan
Task 2- Update Maintenance and Rehabilitation Activities GMU willincorporatethe Maintenance and Rehabilitation(M&R) activities(i.e.,work history) performed since the lastPMP update intothe PMP database. GMU willrequest the following informationfrom the City:
• Projectplans and speciifcations
• Projectlimits
• General repair/treatmenttypes
• Approximate work dates
• Construction cost information or bid results
Incorporatingthe M&R history into the PMP is essential.It improves pavement condition predictionsand allows more accurate M&R schedules and cost estimates to be derived.
Additionally,absent work historyinformationcan lead to discrepancies between the predictedPCI and the actualmeasured PCI. The followinggraph illustratesthisconcept.
Time/Traffic
Figure 4: Illustrationshowing the effectof M&R activitieson pavement performance. Not recording the M&R activitymay lead to PCI prediction discrepancies.
Deliverables
• QA/QC of the existingMicroPAVER Database
• MicroPAVER database with updated M&R work history
• Maintenance and Rehabilitation(M&R) historytable
Task 3- Pavement Condition Survey
To objectivelyevaluate the conditionof the City'spavements (includingboth MPAH and local streets),GMU willconduct manual surface conditionassessments in accordance with American Society of Testing and Materials(ASTM) D6433-11 "Standard Practicefor Roads and Parking Lots Pavement ConditionIndex Surveys" and OCTA guidelines.Additionally,GMU personnel who perform the pavement surface condition assessments are certifiedby the Orange County TransportationAuthority(OCTA).
CERTIFICATEof Prequatttlcatlon
Figure 5: GMU OCTA-certified Pavement Inspectors.
To summarize ASTM 06433, this standard test method defines 20 differentasphalt concrete pavement distresstypes and 19 differentPortland cement concrete distresstypes, how to rate and measure them, and how to calculate the Pavement Condition Index (PCI). For asphalt concrete and Portlandcement concrete pavements, the differentpavement distresstypes deifned by the testmethod are summarized as follows:
AsphaltConcrete Pavement DistressTypes perASTM D6433
Figure 6.Asphalt Concrete Pavement DistressTypes per ASTM D6433. i
Concrete Pavement DistressTypes perASTM D6433
Figure 7. Concrete Pavement Distress Types per ASTM D6433.
Besides identifyingthe distresstype,the severitylevelofthe given distresstype isalsoconsidered (i.e.,low, medium, or high typically),In additionto identifyingthe type of pavement distress,its severitylevel(typicallyclassifiedas low, medium, or high)and quantity(measured insquare feet or linearfeet)are also recorded.
The type, extent, and severity of observed distresses are used to calculate the Pavement Condition Index (PCI),a standardized ratingon a scale of 0 to 100, with 100 representing a new or recentlyconstructedpavement. Generally,streetswith more extensive and severe distress receive lower PCI scores.
Determining PCI values enables the Cityto objectivelyprioritize and schedule pavement improvements based on actual
pavement conditions.
During pavement distress surveys, key street segment
characteristics,such as functionalclassiifcation,pavement type, surface area, and number of travellanes, willbe veriifedand updated as needed.
Figure 8: GMU StaffEngineer
performing a PCI survey.As described in the reference (1) RFP, a yearly rotationin inspectionwillbe followed,as presented below:
Streets to be Surveyed 2027 2028 2029 2030
Arterials and Collectors * X ;' X
ResidentialStreets and Alleys (Zone 1-3) X X ',
Residential Streets and Alleys (Zone 4-7) X g X
OCTA has recommended walking inspectionsforMPAH roadways. There issome flexibilityin using windshieldon localstreetsand alleys.Accordingly,we willperform walking surveys on MPAH and a combination ofwindshield/walkingsurveys on localstreetsand alleys.
Task 3- Pavement Condition Survey
Using MicroPAVER, the Pavement Condition Index (PCI) of each section willbe calculated.As summarized in Task 1, the distresstypes, extent,and severityobserved during the pavement surface conditionassessments willbe inputintothe software.A PCI summary tablewillalso be prepared to summarize the conditionof each street.
Deliverables
• Update PCI tableand summary
• InspectionReport in Excel format
Task 5- Quality Control Procedures
Accurate data collectionis criticalfor any field-basedactivity,especiallyfor pavement distress surveysusedinpavementmanagement planning.GMU recognizesthe importance ofdata quality and incorporatesrobustqualitycontrolprocedures throughout the data collectionprocess.
PCI surveys willbe performed by OCTA-certifiedpavement inspectors,who earned certification by demonstrating proifciencyin identifyingpavement distresses within control sample units selected by OCTA. Certiifcationisawarded only afterOCTA reviews and confirms the inspector's abilityto accuratelyidentifydistresstypes,severities,and extents,and to calculatePCI values in accordance with ASTM D6433.
In addition to using certifiedinspectors, GMU will implement supplemental quality control procedures outlined in the OCTA guidelines to further enhance PCI survey accuracy. These procedures are summarized as follows.
PCI Data Quality Control
A second GMU OCTA-certifiedpavement inspectorwillperform walking re-inspectionsof random sectionsinspected by the ifrstinspector.The selectedsectionswillbe randomly chosen to span differentconditions,such as:
• DifferentPavement Types (AC or FCC)
• DifferentPavement Conditions (streetswith differentPCI ranges) • DifferentPavement Age
• DifferentM&R history
• Different Functional Classiifcations
For the data to be acceptable,the types and severitiesof the distresses must be the same and the quantitiesmust be within 10% of each other.Ifmore than 10% ofthe siteshave unacceptable data,then additionalsiteswillbe reviewed and compared. This process willcontinue untilat least 95% ofthe selectedsitesmeet the acceptabilitycriteria.Costs and time to perform re-inspections willnot be collectedfrom the City.
Current PCI Data vs HistoricalPCI Data Quality Control & Comparison As anotherlevelofqualitycontrol,GMU willcompare the newly collectedPCI data with past PCI data. If no M&R is performed between the two inspection dates, properly designed and constructed pavements typicallydeteriorateat a rateofapproximately2 to4 PCI pointsperyear.
Discrepancies beyond thisrange are flagged forfurtherreview.
PCI data isconsidered acceptable ifitdiffersby lessthan 10 PCI pointscompared to the previous inspection/projection.Otherwise, the sections will be investigated under the following two scenarios:
• Scenario 1 - PPCI increases by more than 10 points:the sectionwillbe investigatedto check ifM&R activitieshave occurred but were not recorded. M&R activitiessuch as crack sealing,slurryseal,overlay,patching,etc.,willincrease the PCI of the section. • Scenario 2 - PCI decreases by more than 10 points:The sectionwillbe investigatedto check ifthe deteriorationrateisacceptable.Incase the deteriorationexceeds the typical and defaultrates,the sectionwillbe re-inspected.
Task 6- Budget Analyses and Maintenance and Rehabilitation(M&R) Planning Unit Cost Update
We willreview historicalbid resultsprovidedto us,collaboratewiththe Cityon the development of new/revised unitcosts forvarious maintenance and repairstrategies,and develop updated unit costsforvariousmaintenanceand repairstrategies.
Our experienceintheconstructionphase ofpavement projectsallows us to advise on unitcosts forvariouspavement maintenance,rehabilitation,and reconstructionstrategies.Inadditionto our experienceinconstructionand understandingof unitcostsofvariousstrategies,GMU regularly performs pavement evaluation projects that consider construction costs. These designs involve comparing the estimated constructioncost for multiplestrategiesand considering the expected lifeof the treatment/repair.
The unitcost assigned for various maintenance and rehabilitation(M&R) strategieswillhave a significantimpact on the strategy selection,the City's funding projections, and the needs assessment. GM U's comprehensive range of pavement engineering expertise,from design to construction,willallow us to uniquelyexecute thistask.
Budget Scenario Analysis, (M&R) Planning
GMU proposes to evaluate three funding scenarios per OCTA requirements:
1. Current Budget Scenario (existingbudget)
2. Maintain PCI Scenario (budget requiredto maintainthe existingnetwork PCI)
3. Improve PCI Scenario (budget requiredto improve the network PCI by one point) The informationgathered from the previoustasks willbe used to prioritizestreetsformaintenance and/or rehabilitationfor each funding scenario. Factors such as funding scenario, strategy selection,unitcosts, and pavement conditionallaffecthow the streetsare prioritizedand what repairsshould be implemented to achieve the desiredbudget or PCI goal.A tablewillbe provided thatshows the 7-year maintenance and rehabilitationschedule thatincludesthe following:
• Street Names for Maintenance / Rehabilitation
• Year of M&R
• Type of M&R
• Recommend projectsforfutureyears
Deliverables
• Updated unitcost table
• Recommended M&R schedule and estimatedrequiredbudget foreach streetand for each year
Task 7- OCTA Measure M2 Report
We understand thatthe Cityisrequiredto submit a PMP plan to OCTA on odd years forfunding purposes. OCTA PMP guidelinesrequireMPAH (i.e.,arterialstreets)to be surveyed every two years and alllocalstreetssurveyed every sixyears.
Four PMP updates willbe performed,and two reportswillbe prepared inthe odd years. Each updated reportwillincludea 7-yearanalysisperiod,as required by OCTA, and willaddress the followingelements:
Condition/Statusof Pavement Segments
Average PCI for
o Entire Pavement Network
o MPAH Roadways
o Local Streets
ProjectedPCI under existingfundinglevelsoverthe next seven years for o Entire Pavement Network
o MPAH Roadways
o Local Streets
• Seven-year plan forroad maintenance and rehabilitation,identifyingstreetsections selectedfortreatment,based on the existingbudget,including o Street name
o Limits of work
o Lengths, widths,and pavement areas
o Functional classification
o PCI and the most recentdate of inspection
o Type of treatment
o Cost of treatment
o Year of treatment
• Alternativefunding levelsrequiredto
o Maintainthe existingaverage network PCI
o To improve the average network PCI
• Backlog by year of unfunded pavement rehabilitation,restoration,and reconstruction needs
• Updated GIS shapefileofthe currentPCI ratings
• OCTA PMP submittalforMeasure M compliance inaccordance with OCTA Guidelines forPavement Management Plans.
Deliverables
A draftreportand a ifnalreportwillbe prepared foreach of the 2027 and 2029 updates: m
Pavement
Management Plan
• 2027 Report
o IncludesPCI surveys of allMPAH streetsand
residentialstreetsand alleysinzones 1-3
o Comprehensive OCTA Compliant PMP Report
• 2029 Report
o IncludesPCI surveys of allMPAH streetsand
residentialand alleysinzones 4-7
o Comprehensive OCTA Compliant PMP Report Figure 9: OCTA PMP Submittal
During odd-numbered years, GMU willsubmit a draftreportto the City for review and quality controlpriorto finalization.Upon completion, updated electroniccopies of the MicroPAVER database (.e70fileformat)and GIS databasewillbe provided to the City.
During even-numbered years,GMU willsubmit an updated PCI InspectionReport (Excelformat), along withthe corresponding GIS fileand MicroPAVER database (.e70fileformat).
Task 8- GIS ArcMap Update
We willupdate the existingGIS dataset,and submit itto the Cityas partof the deliverables.
Thisdatasetwillconsistoflineargeographicfeaturesthatrepresentroad/streetsegments, and willincludedifferentattributessuch as streetname, streetlimits(from,to),length,PCI, etc.We willensure the updated GIS database isfullcompatibilitywith the City'sGIS system.
5. PROJECT SCHEDULE
Below isour proposed schedule to perform the work presented inthisproposal.
Upon receiptof the Notice to Proceed (NTP), we willhold a kick-offmeeting with City staffto review our proposed methodology in detail,confirm the current budget allocation,and obtain records of previous Maintenance and Rehabilitation(M&R) projects.
The inspectionreportand the draftOCTA reportwillbe submitted to the CityinJanuary 2027 and January 2029. The finalOCTA report,inspectionreportand GIS update willbe submitted to the City in March 2027 and March 2027.
The ifnalinspectionreportand GIS update willbe submitted to the CityinMarch 2028 and March 2030.
6. PROPOSED LABOR HOURS OF EACH TASK
The hours spent on each task and spent by each team member are presented in the cost proposal.
Appendix A - Location Map
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EXHIBIT B
SCHEDULE OF BILLING RATES
GMU Geotechnical, Inc. Page B-1
PROPOSED FEE
Pavement Management Program and Inspection Services
Cityof Newport Beach
Proposal No.: 26.029.00
Fee Schedule: 2026 Cityof Newport Beach Fee Schedule
2027 Pavement Management Program Update Services $59,805 2028 Pavement Management Program Update Services $40,297 2029 Pavement Management Program Update Services $56,844 2030 Pavement Management Program Update Services $38,587 Total Cost $195,533
PROPOSED FEE
Pavement Management Program and Inspection Services (2027) City of Newport Beach
Proposal No.: 26.029.00
Fee Schedule: 2026 CityofNewport Beach Fee Schedule
PAVEMENT
ENGINEERING
Rate (per hr unless otherwise noted)
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Meetings with the City Staff
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4 4
Document Review 2 3 1
Subtotal (by category 428 $1,95 $1 600
Task Subtotal $4,023
Review and Update M&R histoi 8 4,
Subtotal (by category $1,712 $1,140
Task Subtotal $2,852
Surve 4 240
Subtotal (by categoi $1,140 $28,800
Task Subtotal $29,940
. .
Pavement Condition Index (PCI) Anal sis 8
Subtotal (by cate go $2,280
Task Subtotal $2,280
•
Perform Inspectionon Random Sections 32
Anal sis 11
Subtotal (by catego $6144 $3135
Task Subtotal
Unit Cost U date
$9,279
..
4 1
Budget Scenario Analysis,(M&R) Plannin 8
Subtotal (by cate o $856 $2 565
Task Subtotal $3,421
• ..
DraftReport and Append 8 4 1
FinalReports afterOCTA Review 2 1
Subtotal (by cate o $1 920 $17101 $640
Task Subtotal $4,270.00
GIS
...
12 1
Subtotal (by catego $3,420 $320
Task Subtotal $3,740
ESTIMATED TOTAL $59,805
1 of 4
PROPOSED FEE
Pavement Management Program and Inspection Services (2028) City of Newport Beach
Proposal No.: 26.029.00
Fee Schedule: 2026 CityofNewport Beach Fee Schedule
PAVEMENT
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Rate (perhr unless otherwise noted)
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$192 $214 $240 $285 $295 $320 $320 $148 $123 $120
Meetings with the City Staff
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Document Review 2 3 1
Subtotal (by category 428 $1 995 $1,600
Task Subtotal $4,023
Review and Update M&R histoi
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Subtotal (by category $1,712 $1,140
Task Subtotal
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Surve
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Subtotal (by category $1,710 $19,200
Task Subtotal $20,910
Pavement Condition Index (PCI) Anal sis
. .•
8 Subtotal (by category $2,280
Task Subtotal $2,280
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Perform Inspection on Random Sections 16
Analysis 12
Subtotal (by category $3,072 $3 420
Task Subtotal
Unit Cost Update
$6,492
.
Budget Scenario Analysis,(M&R) Plannin
Subtotal (by category
Task Subtotal $0
• ..
Draft Report and Appendices
FinalReports afterOCTA Review
Subtotal (by category
Task Subtotal
Efl
$0
GIS
..
12 1
Subtotal (by category $3,420 $320
Task Subtotal $3,740
ESTIMATED TOTAL $40,297
2of4
PROPOSED FEE
Pavement Management Program and Inspection Services (2029) City of Newport Beach
Proposal No.: 26.029.00
Fee Schedule: 2026 CityofNewport Beach Fee Schedule
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PAVEMENT C N
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$214 $240 $285 $295 $320 $320 $148 $123 $120
Meetings with the City Staff 4 4
Document Pre aration 2 3 1
Subtotal (by category 428 $1 995 $1 600
Task Subtotal
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$4,023
Review and Update M&R histo
...
8 4
Subtotal (by category $1,712 $1,140
Task Subtotal $2,852
Surve 2 240
Subtotal (by category $570 $28,800
Task Subtotal $29,370
Pavement ConditionIndex (PCI)Analysis 8
Subtotal (by category $2,280
Task Subtotal $2,280
w .
Perform Inspectionon Random Sections 24
Analysis 8
Subtotal (by category $4,608 $2 280
Task Subtotal $6,888
Unit Cost U date
.
4 1
Budget Scenario Analysis,(M&R) Plannin 8
Subtotal(by category $856 $2,565
Task Subtotal $3,421
• ..
Draft Report and Appendices 8 4 1
FinalReports afterOCTA Review 2 1
Subtotal (by cate o $1,920 $1710 $640
Task Subtotal $4,270.00
GIS 12 1
Subtotal (by cate o $3,420 $320
Task Subtotal $3,740
" ESTIMATED TOTAL $56,844
3 of 4
PROPOSED FEE
Pavement Management Program and Inspection Services (2030) Cityof Newport Beach
Proposal No.: 26.029.00
Fee Schedule: 2026 CityofNewportBeach Fee Schedule
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PAVEMENT
ENGINEERING
Rate (per hr unless otherwise noted)
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$192 $214 $240 $285 $295 $320 $320 $148 $123 $120
Meetings with the CityStaff
..
4 4
Document Preparation 2 3 1
Subtotal (by category 428 $1 995 $1 600
Task Subtotal $4,023
Review and Update M&R history
...
8 4
Subtotal (by category $1,712 $1,140
Task Subtotal $2,852
Surve
. .
4 160
Subtotal (by category $1,140 $19,200
Task Subtotal $20,340
Pavement ConditionIndex (PCI)Analysis
. n 1rTF
8 Subtotal (by category $2,280
Task Subtotal $2,280
Perform Inspectionon Random Sections 16
Analysis 8
Subtotal (by category $3,072 $2 280
Task Subtotal $5,352
UnitCost Update
Budget Scenario Analysis,(M&R) Plannin
Subtotal (by cate o
Task Subtotal
vnl
$0
• ..
Draft Report and Appendices
FinalReports afterOCTA Review
Subtotal (by cate o
Task Subtotal $0
GIS
...
12 1
Subtotal (by categol $3,420 $320
Task Subtotal $3,740
ESTIMATED TOTAL $38,587
4 of 4
ENGINEERS & GEOLOGISTS
2026 SCHEDULE OF CHARGES
CITY OF NEWPORT BEACH
PROFESSIONAL SERVICES
Document Preparationand ProjectServices $ 123.00/hour
CAD/GIS Design Engineer $ 148.00/hour
StaffEngineeror Geologist $ 192.00/hour
SeniorStaffEngineeror Geologist $ 214.00/hour
ProjectEngineeror Geologist $ 240.00/hour
SeniorEngineeror Geologist $ 285.00/hour
AssociateEngineeror Geologist $ 295.00/hour
Principal/Director $ 320.00/hour
FIELD INSPECTION & TESTING SERVICES
StaffEngineeringTechnician $ 120.00/hour*
• Servicesprovidedunderdirectsupervisionofa SeniorEngineeringTechnician SeniorEngineeringTechnician $ 145.00/hour*
• Inspectionsforsoils/grading,asphalt,concrete,batchplants,piles/caissons,etc. • Certificationsby Ad, ICC, Caltrans,localjurisdictions,etc.
RegisteredSpecialInspector(No 4-hourminimum) $ 145.00/hour* • Certificationsby ACT, ICC, Caltrans,localjurisdictions,etc. • Reinforcedconcrete,Post-Tension,Masonry,Welding,Bolting,Fireproofing InstrumentationEngineer $ 175.00/hour
• Slopeinclinometerand Piezometermonitoring
• Manometer forfloor-levelsurveys
• Stormwater turbidity& pH meter
• Groundwatermonitoring-pressuretransducer,datalogger,water chemistrymeter,etc. • Pipelinevideo camera fordrains,wells,etc.
EngineeringSeismologicalTechnician(includes3-channelseismograph) $ 175.00/hour • Blastvibrationmonitoring
• Constructionvibration& noisemonitoring(piledriving,drilling,demolition,etc.) "Notes:
(1) Ratesincludevehicle,nucleardensitygauge,and equipmentfortesting,inspection,and sampling. (2) No 4-hourminimum chargesapply,exceptfornightwork.
(3) Overtime ischarged at 1.5timesthebase rate.Overtime isdefinedas timeworked on theproject inexcessof8 hoursperday and alltimeon Saturdays,Sundays,and holidays. (4) PrevailingWage projects,additionalhourlysurchargeforFieldPersonnelper CA Labor Code §1720,etseq. Add $ 55.00/hour
LABORATORY TESTING SERVICES
LaboratoryTesting $ 150.00/hour
(For specialmaterialstestingand laboratorycostson a per-testbasis,see GMU's LaboratoryFee Schedule)
OTHER CHARGES
Outside Services Cost + 15%
Reimbursables& Reprographics Cost
Any feesaccruedas otherchargesshallbe approvedinwritingby theCitypriortobeingincurred. x
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EXHIBIT C
INSURANCE REQUIREMENTS - PROFESSIONAL SERVICES
1. Provisionof Insurance. Without limitingConsultant'sindemnificationof City, and priorto commencement of Work, Consultant shall obtain, provide and maintain at itsown expense during the term of thisAgreement, policiesof insurance of the type and amounts described below and ina form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forthhere. IfConsultant uses existingcoverage to comply and that coverage does not meet these requirements,Consultant agrees to amend, supplement or endorse the existingcoverage.
2. Acceptable Insurers.Allinsurancepoliciesshallbe issued by an insurance company currentlyauthorized by the Insurance Commissioner to transact business of insurance inthe State of California,with an assigned policyholders' Rating of A- (or higher)and FinancialSize Category Class VII (or larger)in accordance withthe latesteditionof Best'sKey Rating Guide, unless otherwise approved by the City'sRisk Manager.
3. Coveraqe Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutorylimits,and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accidentforbodilyinjuryby accidentand each employee forbodilyinjury by disease inaccordance with the laws of the State of California.
Consultant shallsubmit to City,along withthe certificateof insurance, a Waiver of Subrogation endorsement infavorof Cityof Newport Beach, itsCity Council, boards and commissions, officers,agents, volunteers and employees.
B. General Liability Insurance. Consultant shall maintain commercial general liabilityinsurance, and ifnecessary excess/umbrella liability insurance, with coverage at leastas 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 milliondollars($4,000,000) general aggregate. The policyshallcover liabilityarisingfrom bodily injury,property damage, personal and advertisinginjury,and liability assumed under an insuredcontract(includingthe tortliabilityof another assumed ina business contract).
Consultant shallsubmit to City,along with a certificateof insurance, additional coverage as stated in Section 4. Other Insurance Requirements.
C. Automobile LiabilityInsurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 GMU Geotechnical,Inc. Page C-1
covering bodily injury and property damage for all activities of Consultant arisingout of or in connection with Work to be performed under thisAgreement, includingcoverage forany owned, hired, non- owned or rented vehicles, in an amount not less than one million dollars ($1,000,000)combined singlelimiteach accident.
Consultant shallsubmit to City,along with a certificateof insurance, additional coverage as stated in Section 4. Other Insurance Requirements.
D. ProfessionalLiability(Errors& Omissions) Insurance.Consultant shall maintain professionalliabilityinsurance that covers the Services to be performed inconnection with thisAgreement, inthe minimum amount of two milliondollars($2,000,000) per claim and four milliondollars ($4,000,000)in the aggregate. Any policyinceptiondate, 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 aftercompletion of the Services requiredby thisAgreement.
E. Excess/Umbrella LiabilityInsurance.Ifany Excess or Umbrella Liability policiesare used to meet the limitsof liabilityrequiredby thiscontract, then said policiesshall be "followingform" of the underlying policy coverage, terms, conditions,and provisions and shall meet allof the insurance requirementsstatedinthiscontract,including,but not limited to, the additionalinsured and primary & non-contributoryinsurance requirements stated herein. No insurance policiesmaintained by the City,whether primaryor excess, and which alsoapply to a loss covered hereunder, shall be called upon to contribute to a loss until the Consultant's primary and excess/umbrella liabilitypolicies are exhausted.
Consultant shallsubmit to City,along with a certificateof insurance, additional coverage as stated in Section 4. Other Insurance.
Requirements.
4. Other Insurance Requirements. The policiesare to contain,or be endorsed to contain,the followingprovisions:
A. Waiver of Subrogation. Allinsurance coverage maintained or procured pursuant to thisAgreement shallbe endorsed to waive subrogation against City of Newport Beach, its City Council, boards and commissions, officers, agents, volunteers, employees or shall specificallyallow Consultant or others providing insurance evidence in compliance withthese requirements to waive theirrightof recovery prior to a loss.Consultant hereby waives itsown rightof recovery against City,and shallrequire similarwrittenexpress waivers from each of its subconsultants.
GMU Geotechnical, Inc. Page C-2
B. AdditionalInsured Status. Allliabilitypoliciesincludinggeneral liability, excess/umbrella liability,and automobile liability,ifrequired,but not includingprofessionalliability,shallprovide or be endorsed to provide that City of Newport Beach, itsCityCouncil,boards and commissions, officers,agents,volunteers,employees shallbe includedas insureds under such policies.
C. Primary and Non Contributory.Allliabilitycoverage shall apply on a primary basis and shallnot require contributionfrom any insurance or self-insurancemaintained by City.
D. Notice of Cancellation. All policiesshall provide City with thirty(30) calendardays'noticeofcancellation(exceptfornonpayment forwhich ten (10) calendar days' notice is required)or nonrenewal of coverage foreach requiredcoverage.
E. Subconsultants. Consultant shall require and verify that all subconsultants maintain insurance meeting allthe requirements stated herein,and Consultant shallensure thatCityisan additionalinsured on insurance required from subconsultants. For CGL coverage subconsultants shallprovide coverage with a format at least as broad as CG 20 38 04 13. Limits of liabilityfor General Liabilityand ProfessionalLiability(Errors& Omissions) in an amount not less than one milliondollars($1,000,000) per occurrence, two milliondollars ($2,000,000)
5. AdditionalAgreements Between the Parties. The parties hereby agree to the following:
A. Evidence of Insurance. Consultant shallprovide certificatesof 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 certificatesand endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certificationof insurance shallbe kept on filewith Cityat alltimes during the term of thisAgreement. The certificatesand endorsements foreach insurance policyshallbe signed by a person authorized by that insurer to bind coverage on itsbehalf. At leastfifteen(15) days priorto the expirationof any such policy,evidence of insurance showing thatsuch insurance coverage has been renewed or extended shallbe filedwith the City. Ifsuch coverage is cancelled or reduced, Consultant shall, withinten (10)days afterreceiptofwrittennoticeof such cancellationor reduction of coverage, filewith the City evidence of insurance showing that the required insurance has been reinstatedor has been provided through another insurance company or companies. City reserves the GMU Geotechnical, Inc. Page C-3
rightto require complete, certifiedcopies of all required insurance policies,at any time.
B. City'sRightto Revise Requirements. Cityreservesthe rightat 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 writtennotice of such change. Ifsuch change results in substantialadditionalcost to Consultant, City and Consultant may renegotiate Consultant's compensation.
C. Rightto Review Subcontracts. Consultant agrees that upon request, all agreements with subconsultants or others with whom Consultant enters intocontractswith on behalf of Citywillbe submitted to Cityforreview.
Failureof Cityto request copies of such agreements willnot impose any liabilityon City,or itsemployees. Consultant shallrequire and verify thatallsubconsultantsmaintaininsurancemeeting allthe requirements stated herein,and Consultant shallensure that City is an additional insured on insurance required from subconsultants. For CGL coverage, subconsultants shallprovide 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 failureon the part of City to inform Consultant of non-compliance with any requirement imposes no additionalobligationson Citynor does itwaive any rightshereunder.
E. Requirements not Limiting.Requirements of specificcoverage features or limits contained in this Section are not intended as a limitation on coverage, limitsor other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage featureisforpurposes of clarificationonly as itpertainsto 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.
Ifthe Consultant maintains higher limitsthan the minimums shown above, the City requires and shallbe entitledto coverage for higher limitsmaintained by the Consultant. Any availableinsurance proceeds inexcess of the specifiedminimum limitsof insuranceand coverage shallbe availableto the City.
F. Self-insuredRetentions. Any self-insuredretentionsmust be declared to and approved by City.City reserves the rightto require that self- insured retentionsbe eliminated,lowered, or replaced by a deductible.
Self-insurancewillnot be considered to comply withthese requirements unless approved by City.
G. City Remedies for Non-Compliance. IfConsultant or any subconsultant failsto provide and maintain insurance as required herein,then City shallhave the rightbut not the obligation,to purchase such insurance, to GMU Geotechnical, Inc. Page C-4
terminate thisAgreement, or to suspend Consultant's rightto proceed untilproper evidence ofinsuranceisprovided.Any amounts paid by City shall,at City's sole option, be deducted from amounts payable to Consultantor reimbursed by Consultantupon demand.
H. Timely Notice of Claims. Consultant shallgive Cityprompt and timely notice of claims made or suits institutedthat arise out of or result from Consultant's performance under thisAgreement, and that involve or may involvecoverage under any of the required liabilitypolicies.City assumes no obligationor liabilityby such notice,but has the right(but not the duty)to monitorthe handlingof any such claim or claims ifthey are likelyto involveCity.
Consultant'sInsurance.Consultantshallalsoprocure and maintain, at itsown cost and expense, any additionalkindsof insurance,which in its own judgment may be necessary for its proper protectionand prosecution of the Work.
GMU Geotechnical,Inc. Page C-5