GMU Geotechnical A2015-76 AGREEMENT NO. A15-76
FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF CHINO HILLS AND
GMU GEOTECHNICAL, INC.
THIS AGREEMENT, made and entered into this 10th day of March, 2015,
between the CITY OF CHINO HILLS, a municipal corporation, hereinafter referred
to as "City" and GMU GEOTECHNICAL, INC. hereinafter referred to as
"Consultant". In consideration of the mutual covenants and conditions set forth
herein, the parties agree as follows:
1. SCOPE OF SERVICES, Consultant agrees to perform the services
set forth In Exhibit A "SCOPE OF SERVICES" attached hereto and made a part
hereof. Consultant shall submit its work to the City for its review after completing
each phase of the project as described in Exhibit A, or when otherwise requested
by the City. Consultant shall, at its own cost, make any revisions of its own work
as required by the City and re-do, at its own cost, any work which the City finds
unsatisfactory due to Consultant's or subcontractor's errors or omissions.
Consultant represents and warrants that it has the qualifications, experience and
facilities to properly perform said services in a thorough, competent and
professional manner and shall, at all times during the term of this Agreement, have
in full force and effect, all licenses required of it by law. Consultants shall begin its
services under this Agreement on March 20, 2015.
2. STATUS OF CONSULTANT. Consultant is and shall at all times
remain as to the City a wholly independent contractor. The personnel performing
the services under this Agreement on behalf of Consultant shall at all times be
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under Consultant's exclusive direction and control. Neither City nor any of its
officers, employees or agents shall have control over the conduct of Consultant or
any of Consultant's officers, employees or agents, except as set forth in this
Agreement. Consultant shall not at any time or in any manner represent that it or
any of its officers, employees or agents are in any manner officers, employees or
agents of the City. Consultant shall not incur or have the power to incur any debt,
obligation or liability whatever against City, or bind City in any manner. Consultant
shall not disseminate any information or reports gathered or created pursuant to
this Agreement without the prior written approval of City except information or
reports required by government agencies to enable Consultant to perform its
duties under this Agreement.
3. CONSULTANT'S KNOWLEDGE OF APPLICABLE LAWS.
Consultant shall keep itself informed of applicable local, state and federal laws and
regulations which may affect those employed by it or in any way affect the
performance of its services pursuant to this Agreement. Consultant shall observe
and comply with all such laws and regulations affecting its employees. City and its
officers and employees, shall not be liable at law or in equity as a result of any
failure of Consultant to comply with this section.
4. PERSONNEL. Consultant shall make every reasonable effort to
maintain the stability and continuity of Consultant's staff assigned to perform the
services hereunder and shall obtain the approval of the City Manager of all
proposed staff members performing services under this Agreement prior to any
such performance.
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5. COMPENSATION AND METHOD OF PAYMENT. Compensation to
the Consultant shall be as set forth in Exhibit A attached hereto and made a part
hereof. Total compensation shall not exceed $46,000.00. Payments shall be
made within thirty (30) days after receipt of each invoice as to all undisputed fees.
If the City disputes any of consultant's fees it shall give written notice to Consultant
within 30 days of receipt of an invoice of any disputed fees set forth on the invoice.
6. ADDITIONAL SERVICES OF CONSULTANT. Consultant shall not
be compensated for any services rendered in connection with its performance of
this Agreement which are in addition to those set forth herein or listed in Exhibit A,
unless such additional services are authorized in advance and in writing by the
City Manager. Consultant shall be compensated for any additional services in the
amounts and in the manner as agreed to by City Manager and Consultant at the
time City's written authorization is given to Consultant for the performance of said
services.
7. ASSIGNMENT. All services required hereunder shall be performed
by Consultant, its employees or personnel under direct contract with Consultant.
Consultant shall not assign to any subcontractor the performance of this
Agreement, nor any part thereof, nor any monies due hereunder, without the prior
written consent of City Manager.
8. FACILITIES AND RECORDS. Consultant shall maintain complete
and accurate records with respect to sales, costs, expenses, receipts and other
such information required by City that relate to the performance of services under
this Agreement. Consultant shall maintain adequate records of services provided
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in sufficient detail to permit an evaluation of services. All such records shall be
maintained in accordance with generally accepted accounting principles and shall
be clearly identified and readily accessible. Consultant shall provide free access
to the representatives of City or its designees at reasonable times to such books
and records, shall give City the right to examine and audit said books and records,
shall permit City to make transcripts therefrom as necessary, and shall allow
inspection of all work, data, documents, proceedings and activities related to this
Agreement. Such records, together with supporting documents, shall be
maintained for a period of three (3) years after receipt of final payment.
9. TERMINATION OF AGREEMENT. This Agreement may be
renewed annually, but will terminate on September 30, 2015, unless otherwise
extended in advance and in writing by the City Manager. This Agreement may be
terminated with or without cause by either party upon 30 days written notice. In
the event of such termination, Consultant shall be compensated for non-disputed
fees under the terms of this Agreement up to the date of termination.
10. COOPERATION BY CITY. All public information, data, reports,
records, and maps as are existing and available to City as public records, and
which are necessary for carrying out the work as outlined in the Scope of Services,
shall be furnished to Consultant in every reasonable way to facilitate, without
undue delay, the work to be performed under this Agreement.
11. OWNERSHIP OF DOCUMENTS. Upon satisfactory completion of,
or in the event of termination, suspension or abandonment of, this Agreement, all
original maps, models, designs, drawings, photographs, studies, surveys, reports,
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data, notes, computer files, files and other documents prepared in the course of
providing the services to be performed pursuant to this Agreement shall, become
the sole property of City. With respect to computer files, Consultant shall make
available to the City, upon reasonable written request by the City, the necessary
computer software and hardware for purposes of accessing, compiling,
transferring and printing computer files.
12. RELEASE OF INFORMATION/CONFLICTS OF INTEREST.
(a) All information gained by Consultant in performance of this
Agreement shall be considered confidential and shall not be released by
Consultant without City's prior written authorization excepting that information
which is a public record and subject to disclosure pursuant to the California Public
Records Act, Government Code § 6250, et seq. Consultant, its officers,
employees, agents or subcontractors, shall not without written authorization from
the City Manager or unless requested by the City Attorney, voluntarily provide
declarations, letters of support, testimony at depositions, response to
interrogatories or other information concerning the work performed under this
Agreement or relating to any project or property located within the City. Response
to a subpoena or court order shall not be considered "voluntary" provided
Consultant gives City notice of such court order or subpoena.
If Consultant or any of its officers, employees, consultants or subcontractors
does voluntarily provide information in violation of this Agreement, City has the
right to reimbursement and indemnity from Consultant for any damages caused by
Consultant's conduct, including the City's attorney's fees.
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Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint,
subpoena, notice of deposition, request for documents, interrogatories, request for
admissions or other discovery request, court order or subpoena from any party
regarding this Agreement and the work performed thereunder or with respect to
any project or property located within the City. City retains the right, but has no
obligation, to represent Consultant and/or be present at any deposition, hearing or
similar proceeding. Consultant agrees to cooperate fully with City and to provide
City with the opportunity to review any response to discovery requests provided by
Consultant. However, City's right to review any such response does not imply or
mean the right by City to control, direct, or rewrite said response.
(b) Consultant covenants that neither they nor any officer or principal of
their firm have any interest in, or shall they acquire any interest, directly or
indirectly which will conflict in any manner or degree with the performance of their
services hereunder. Consultant further covenants that in the performance of this
Agreement, no person having such interest shall be employed by them as an
officer, employee, agent, or subcontractor without the express written consent of
the City Manager. Consultant further covenants that Consultant has not
contracted with nor is performing any services directly or indirectly with any
developer(s) and/or property owner(s) and/or firm(s) and/or partnerships owning
property in the City or the study area and further covenants and agrees that
Consultant and/or its subcontractors shall provide no service or enter into any
agreement or agreements with any developer(s) and/or property owner(s) and/or
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firm(s) and/or partnerships owning property in the City or the study area prior to
the completion of the work under this Agreement without the express written
consent of the City Manager.
13. DEFAULT. In the event that Consultant is in default of any of the
provisions of this Agreement, City shall have no obligation or duty to continue
compensating Consultant for any work performed after the date of default and can
terminate this Agreement immediately by written notice to the Consultant.
14. INDEMNIFICATION.
(a) Consultant represents it is skilled in the professional calling
necessary to perform the services and duties agreed to hereunder by Consultant,
and City relies upon the skills and knowledge of Consultant. Consultant shall
perform such services and duties consistent with the standards generally
recognized as being employed by professionals performing similar service in the
State of California.
(b) Consultant is an independent contractor and shall have no authority
to bind City nor to create or incur any obligation on behalf of or liability against
City, whether by contract or otherwise, unless such authority is expressly
conferred under this agreement or is otherwise expressly conferred in writing by
City. City, its elected and appointed officials, officers, agents, employees and
volunteers (individually and collectively, "Indemnitees") shall have no liability to
Consultant or to any other person for, and Consultant shall indemnify, defend,
protect and hold harmless the Indemnitees from and against, any and all liabilities,
claims, actions, causes of action, proceedings, suits, damages, judgments, liens,
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levies, costs and expenses of whatever nature, including reasonable attorneys'
fees and disbursements (collectively "Claims"), which the Indemnitees may suffer
or incur or to which the Indemnitees may become subject by reason of or arising
out of any injury to or death of any person(s), damage to property, loss of use of
property, economic loss or otherwise occurring as a result of or allegedly caused
by the negligent or wrongful acts or omissions of Consultant, its agents, officers,
directors or employees, in performing any of the services under this agreement.
If any action or proceeding is brought against the Indemnitees by reason of
any of the matters against which Consultant has agreed to indemnify the
Indemnitees as above provided, Consultant, upon notice from the CITY, shall
defend the Indemnitees at Consultant's expense by counsel acceptable to the
City. The Indemnitees need not have first paid any of the matters as to which the
Indemnitees are entitled in order to be so indemnified. The insurance required to
be maintained by Consultant under paragraph 15 shall ensure Consultant's
obligations under this paragraph 14(b), but the limits of such insurance shall not
limit the liability of Consultant hereunder. The provisions of this paragraph 14(b)
shall survive the expiration or earlier termination of this agreement.
The Consultant's indemnification does not extend to Claims occurring as a
result of the City's sole negligent or willful acts or omissions.
15. INSURANCE.
A. Insurance Reauirements. Consultant shall provide and
maintain insurance acceptable to the City Attorney in full force and effect
throughout the term of this Agreement, against claims for injuries to persons or
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damages to property which may arise from or in connection with the performance
of the work hereunder by Consultant, its agents, representatives or employees.
Insurance is to be placed with insurers with a current A.M. Best's rating of no less
than A:VII. Consultant shall provide the following scope and limits of insurance:
(1) Minimum Scope of Insurance. Coverage shall be at
least as broad as:
(a) Insurance Services Office form Commercial
General Liability coverage (Occurrence Form CG 0001).
(b) Insurance Services Office form number CA 0001
(Ed. 1/87) covering Automobile Liability, including code 1 "any auto" and
endorsement CA 0025, or equivalent forms subject to the written approval of the
City.
(c) Workers' Compensation insurance as required
by the Labor Code of State of California and Employer's Liability insurance and
covering all persons providing services on behalf of the Consultant and all risks to
such persons under this Agreement.
(d) Errors and omissions liability insurance appropriate
to the Consultant's profession.
(2) Minimum Limits of Insurance. Consultant shall
maintain limits of insurance no less than:
(a) General Liability: $1,000,000 per occurrence for
bodily injury, personal injury and property damage. If Commercial General Liability
Insurance or other form with a general aggregate limit is used, either the general
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aggregate limit shall apply separately to the activities related to this Agreement or
the general aggregate limit shall be twice the required occurrence limit.
(b) Automobile Liability: $1,000,000 per accident
for bodily injury and property damage,
(c) Workers' Compensation and Employer's
Liability: Workers' Compensation as required by the Labor Code of the State of
California and Employers Liability limits of$1,000,000 per accident.
(d) Errors and Omissions Liability: $1,000,000 per
claim.
B Other Provisions. Insurance policies required by this
Agreement shall contain the following provisions:
(1) All Policies. Each insurance policy required by this
paragraph 15 shall be endorsed and state the coverage shall not be suspended,
voided, canceled by the insurer or either party to this Agreement, reduced in
coverage or in limits except after 30 days' prior written notice by Certified mail,
return receipt requested, has been given to the City.
(2) General Liability and Automobile Liability Coverages.
(a) City, its officers, officials, and employees and
volunteers are to be covered as additional insureds as respects: liability arising
out of activities Consultant performs, products and completed operations of
Consultant; premises owned, occupied or used by Consultant, or automobiles
owned, leased or hired or borrowed by Consultant. The coverage shall contain no
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special limitations on the scope of protection afforded to City, its officers, officials,
or employees.
(b) Consultant's insurance coverage shall be
primary insurance as respect to City, its officers, officials, employees and
volunteers. Any insurance or self insurance maintained by City, its officers,
officials, employees or volunteers shall apply in excess of, and not contribute with,
Consultant's insurance.
(c) Consultant's insurance shall apply separately to
each insured against whom claim is made or suit is brought, except with respect to
the limits of the insurer's liability.
(d) Any failure to comply with the reporting or other
provisions of the policies including breaches of warranties shall not affect
coverage provided to the City, its officers, officials, employees or volunteers.
(3) Workers' Compensation and Employer's Liability
Coverage. Unless the City Manager otherwise agrees in writing, the insurer shall
agree to waive all rights of subrogation against City, its officers, officials,
employees and agents for losses arising from work performed by Consultant for
City.
C. Other Requirements. Consultant agrees to deposit with City,
at or before the effective date of this contract, certificates of insurance necessary
to satisfy City that the insurance provisions of this contract have been complied
with. The City Attorney may require that Consultant furnish City with copies of
original endorsements effecting coverage required by this Section. The
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certificates and endorsements are to be signed by a person authorized by that
insurer to bind coverage on its behalf. City reserves the right to inspect complete,
certified copies of all required insurance policies, at any time.
(1) Consultant shall furnish certificates and endorsements
from each subcontractor identical to those Consultant provides.
(2) Any deductibles or self-insured retentions must be
declared to and approved by City. At the option of the City, either the insurer shall
reduce or eliminate such deductibles or self-insured retentions as respects the
City, its officers, officials, employees and volunteers; or the Consultant shall
procure a bond guaranteeing payment of losses and related investigations, claim
administration, defense expenses and claims.
(3) The procuring of such required policy or policies of
insurance shall not be construed to limit Consultant's liability hereunder nor to fulfill
the indemnification provisions and requirements of this Agreement.
16. NONDISCRIMINATION/NONPREFERENTIAL TREATMENT
STATEMENT. In performing this Agreement, the Parties shall not discriminate or
grant preferential treatment on the basis of race, sex, color, age, religion, sexual
orientation, disability, ethnicity, or national origin, and shall comply, to the fullest
extent allowed by law, with all applicable local, state and federal laws relating to
nondiscrimination.
17. UNAUTHORIZED ALIENS. Consultant hereby promises and agrees
to comply with all of the provisions of the Federal Immigration and Nationality Act
(8 U.S.C.A. & 1101, et seq.), as amended; and in connection therewith, shall not
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employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by
this contract, and should the Federal Government impose sanctions against the
City for such use of unauthorized aliens, Consultant hereby agrees to, and shall,
reimburse City for the cost of all such sanctions imposed, together with any and all
costs, including attorneys' fees, incurred by the City in connection therewith.
18. ENTIRE AGREEMENT. This Agreement is the complete, final,
entire and exclusive expression of the Agreement between the parties hereto and
supersedes any and all other agreements, either oral or in writing, between the
parties with respect to the subject matter herein. Each party to this Agreement
acknowledges that no representations by any party which are not embodied herein
and that no other agreement, statement, or promise not contained in this
Agreement shall be valid and binding.
19. GOVERNING LAW. The City and Consultant understand and agree
that the laws of the State of California shall govern the rights, obligations, duties
and liabilities of the parties to this Agreement and also govern the interpretation of
this Agreement. Any litigation concerning this Agreement shall take place in the
San Bernardino County Superior Court.
20. ASSIGNMENT OR SUBSTITUTION. City has an interest in the
qualifications of and capability of the persons and entities who will fulfill the duties
and obligations imposed upon Consultant by this Agreement. In recognition of that
interest, neither any complete nor partial assignment of this Agreement may be
made by Consultant nor changed, substituted for, deleted, or added to without the
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prior written consent of City. Any attempted assignment or substitution shall be
ineffective, null, and void, and constitute a material breach of this Agreement
entitling City to any and all remedies at law or in equity, including summary
termination of this Agreement. Subcontracts, if any, shall contain a provision
making them subject to all provisions stipulated in this Agreement.
21. MODIFICATION OF AGREEMENT. The terms of this Agreement
can only be modified in writing approved by the City Council and the Consultant.
The parties agree that this requirement for written modifications cannot be waived
and any attempted waiver shall be void.
22. AUTHORITY TO EXECUTE. The person or persons executing this
Agreement on behalf of Consultant warrants and represents that he/she/they
has/have the authority to execute this Agreement on behalf of his/her/their
corporation and warrants and represents that he/she/they has/have the authority
to bind Consultant to the performance of its obligations hereunder.
23. NOTICES. Notices shall be given pursuant to this Agreement by
personal service on the party to be notified, or by written notice upon such party
deposited in the custody of the United States Postal Service addressed as follows:
City.
City of Chino Hills
Attention: City Clerk
14000 City Center Drive
Chino Hills, California 91709
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Consultant.
GMU Geotechnical, Inc.
Attention: Lisa Bates
23241 Arroyo Vista
Rancho Santa Margarita, CA 92688
The notices shall be deemed to have been given as of the date of
personal service, or three (3) days after the date of deposit of the same in the
custody of the United States Postal Service.
24. CONSISTENCY. In interpreting this Agreement and resolving any
ambiguities, the main body of this Agreement takes precedence over the attached
Exhibit; this Agreement supersedes any conflicting provisions.
25. SEVERABILITY. The invalidity in whole or in part of any provision of
this Agreement shall not void or affect the validity of the other provisions of this
Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
GMU GEOTECHNICAL, INC,
By � �' �'.
Title \ir
CITY OF CHINO HILLS
By l/f/W4) .a 1
Cynthi4 Moran, Mayor
ATTEST: APPROVED AS TO FORM:
or
, k.4.-0 c-14-1/4-i----k
Cheryl Balz Mark D. Hensley V
City Clerk City Attorney
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EXHIBIT A
k . - , GEOTECHNICAL, INC.
23241 Arroyo Vista•Rancho Santa Margarita.CA 92685• pho^e:949.&89.6513•fat 949 853 1380•tnfe gmugea.com•waaargmugeo.tom
February 26, 2015
Mr. Tad Garrety
CITY OF CHINO HILLS PUBLIC WORKS
14000 City Center Drive
Chino Hills, CA 91709 GMU Project 15-023-00
Subject: Revised Proposal to Provide Geotechnical and Survey Services for
the Hickory Creek Habitat Restoration Project, City of Chino Hills
References: (1) "Request for Geotechnical and Soil Compaction Testing Services
Price Quotation for the Construction of Hickory Creek Habitat
Mitigation Project,"email date January 28, 2015.
(2) Public Improvement Plans for Hickory Creek Stream Restoration
for the City of Chino Hills, prepared by RBF Consulting, dated
November 6,2014.
Dear Mr. Garrety:
At your request, we are pleased to present this proposal to provide geotechnical and survey
services for the Hickory Creek Habitat Restoration Project. The site is located between Pipeline
Avenue and Rolling Ridge Drive. Review of the reference (2) plans indicates work includes
realignment of an approximately 1,600-foot-long segment of Hickory Creek using typical
grading methods, including creating minor cut and fill slopes. Based on our knowledge of the
Chino Hills area, we anticipate this work will expose geologic materials including existing fill,
surficial soils, and bedrock materials. Bedrock materials are likely to be highly fractured and
faulted due to the proximity of the active Chino fault.
Based on our review of the reference documents and subsequent conversations with you, we
have prepared the following scope of work. It should be noted that this scope deviates from that
presented in the Request for Quotation (reference (1)): These changes are based on our
conversations with you and our recommendations to address potential significant slope stability
issues prior to construction. Our scope of work and budget presented on the following pages for
construction observation and testing services is based on an assumed schedule, and will be
subject to change based on the selected Contractor's efficiency and means and methods of
construction.
Air. Tad Garrety,CITY OF CHINO HILLS PUBLIC WORKS
Geotechnical Services for Hickory Creek Habitat Restoration Project
Scone of Work—Pre-Construction
Given the proximity of the planned slopes to existing residences and supporting slopes, we
recommend the following limited investigation be performed to assess the planned slope areas
for temporary stability during grading, and local static gross stability post-grading:
o Coordinate and perform field exploration using a backhoe or hand crew to excavate up to
6 test pits in areas where slopes are planned. Soil samples in preparation for construction
testing will be collected and laboratory testing will be performed, including maximum
density of anticipated fill materials.
o Perform qualitative analysis and provide a letter or memo summarizing our findings and
any recommendations for construction.
Note: The assessment of slope stability is preliminary and general in nature. While not
anticipated, should geologic conditions be encountered that require significant analyses,further
investigation, and/or design of alternative construction solutions (i.e., tiebacks, buttress grading,
etc), additional work not included in this proposal will be required to provide design of these
items. This additional work is not included in our cost, and would be discussed with you prior to
commencing work.
Scone of Work—Construction
The following scope of work is generally based on the Request for Quotation provided:
o Provide part-time observation and testing during grading activities, as needed. We have
assumed 15 working days, 4 hours per day, using prevailing wage rates as required.
o Provide periodic geologic observation and mapping of exposed slopes and graded areas.
We have assumed 3 visits will be required.
o Provide laboratory testing to support our field testing.
o Prepare a final geotechnical report summarizing our observations and testing during
construction of the project.
o Attend all technical meetings necessary. We have assumed attendance at 4 meetings by
our Associate Engineering Geologist.
Note: Our scope and assumed schedule is subject to change based on the selected Contractor's
means and methods and construction schedule. Should our assumed schedule change, we will
note you immediately and provide a revised scope of work and budget.
February 26,2015 2 GMU Project 15-023-00
Mr. Tad Garret)),CITY OF CHINO HILLS PUBLIC WORKS
Geotechnical Services for Hickory Creek Habitat Restoration Project
Scope of Work—Survey
The following scope of work is based on supplemental conversations and specifications provided
by you, and will be performed under the supervision and direction of a California Licensed Land
Surveyor:
o Verify horizontal and vertical control for surveying;
o Provide one set of grading limit stakes;
o Provide one set of creek grading stakes;
o Provide one set of backcut slope stakes;
o Provide one set of finish channel stakes;
a Provide one set of flowline stakes; and,
o Provide certification survey data to Engineer of Record.
We have assumed: 1) two visits will be required to complete the above survey scope of work,
2) electronic digital files in AutoCAD format of the plans will be provided; and 3) the
certification survey will not include civil engineering services. It should also be noted that the
survey crew will require 48 hours' notice from the contractor or the City for all staking requests.
Budget Estimate
Pre-Construction:
Field Exploration and Laboratory Testing $4,000
(includes approximately $1,500 for subcontractors, prevailing wage)
Qualitative Analysis and Letter Preparation $2,500
Subtotal S6,500
During Construction:
Observation and Testing $ 6,800
Supporting Lab Testing $ 1,000
Geologic Observation $ 2,000
Office Support/Oversight $ 1,000
Final Report $ 2,500
Subtotal $13,300
Survey $26,200
Total $46,000
February 26,2015 3 GMU Project 15-023-00
Mr.Tod Garrett',CITY OF CHINO HELLS PUBLIC WORKS
Geotechaieai Services for Hickory Creek Habitat Restoration Project
Our work will he billed on a time-and-materials basis in accordance with our approved contract
and current fee schedule, and will not exceed the cost estimate without prior written
authorization by you.
Please do not hesitate to call if you have any questions regarding this information. We look
forward to assisting you on this project.
Respectfully submitted,
GMU GEOTECHNICAL,INC.
Lisa L. Bates,PG, CEG 2293
Associate Engineering Geologist
WAS-023-OOP(2-26-15)
February 26,2015 4 GMU Project 15-023-00