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CONTRACT 7528 Professional Services AgreementAgreement No. 7528 05/2025 PROFESSIONAL SERVICES AGREEMENT BETWEEN w THE CITY OF EL SEGUNDO AND GMU GEOTECHNICAL, INC. PW 25-12: ABANDONED RESERVOIR DEMOLITION PROJECT GEOTECHNICAL INSPECTION SERVICES This AGREEMENT is entered into this 16th day of December 2025, by and between the CITY OF EL SEGUNDO, a municipal corporation and general law city ("CITY") and GMU GEOTECHNICAL, INC., a CALIFORNIA CORPORATION ("CONSULTANT"). 1. CONSIDERATION. A. As partial consideration, CONSULTANT agrees to perform the work listed in the SCOPE OF SERVICES, below; B. As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement; C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to exceed Twenty -One Thousand One Hundred Eighty -Five dollars ($21,185) for CONSULTANT's services. CITY may modify this amount as set forth below. Unless otherwise specified by written amendment to this Agreement, CITY will pay this sum as specified in the attached Exhibit "A," which is incorporated by reference. 2. SCOPE OF SERVICES. A. CONSULTANT will perform services listed in the attached Exhibit "A," which is incorporated by reference. B. CONSULTANT will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work and provide the professional services required of CONSULTANT by this Agreement. 3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing similar services. CITY will continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of any deficiencies and CONSULTANT will have fifteen (15) days after such notification to -1- Agreement No. 7528 05/2025 cure any shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be borne by CONSULTANT. 4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement, CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit "A") the tasks performed, the percentage of the task completed during the billing period, the cumulative percentage completed for each task, the total cost of that work during the preceding billing month and a cumulative cash flow curve showing projected and actual expenditures versus time to date. 5. NON -APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year. 6. FAMILIARITY WITH WORK. A. By executing this Agreement, CONSULTANT agrees that it has: Carefully investigated and considered the scope of services to be performed; ii. Carefully considered how the services should be performed; and iii. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. B. If services involve work upon any site, CONSULTANT agrees that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. Should CONSULTANT discover any latent or unknown conditions that may materially affect the performance of the services, CONSULTANT will immediately inform CITY of such fact and will not proceed except at CONSULTANT's own risk until written instructions are received from CITY. 7. TERM. The term of this Agreement will be from December 16, 2025, to June 30, 2026. Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances: A. Completion of the work specified in Exhibit "A"; B. Termination as stated in Section 15. -2- Agreement No. 7528 05/2025 8. TIME FOR PERFORMANCE. A. CONSULTANT will not perform any work under this Agreement until: CONSULTANT furnishes proof of insurance as required under Section 22 of this Agreement; and ii. CITY gives CONSULTANT a written notice to proceed. B. Should CONSULTANT begin work on any phase in advance of receiving written authorization to proceed, any such professional services are at CONSULTANT's own risk. 9. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond CONSULTANT's control, CITY may grant a time extension for the completion of the contracted services. If delay occurs, CONSULTANT must notify the Manager within forty-eight hours (48 hours), in writing, of the cause and the extent of the delay and how such delay interferes with the Agreement's schedule. The Manager will extend the completion time, when appropriate, for the completion of the contracted services. 10.CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below: A. Exhibit A: Scope of Work and Fee Proposal 11. CHANGES. CITY may order changes in the services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the contract time will be adjusted accordingly. All such changes must be authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in the services will be determined in accordance with written agreement between the parties. 12.TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number. 13.PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and maintain during the term of this Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement. 14. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from -3- Agreement No. 7528 05/2025 CONSULTANT's performance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character. 15. TERMINATION. A. Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause. B. CONSULTANT may terminate this Agreement at any time with CITY's mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date. C, Upon receiving a termination notice, CONSULTANT will immediately cease performance under this Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, any additional work performed by CONSULTANT after receiving a termination notice will be performed at CONSULTANT's own cost; CITY will not be obligated to compensate CONSULTANT for such work. D. Should termination occur, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONSULTANT will, at CITY's option, become CITY's property, and CONSULTANT will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination, not to exceed the total costs under Section 1(C). E. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated. F. By executing this document, CONSULTANT waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. 16.OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT under this Agreement are CITY's property. CONSULTANT may retain copies of said documents and materials as desired, but will deliver all original materials to CITY upon CITY's written notice. CITY agrees that use of CONSULTANT's completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITY's own risk. 17. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or public CITY without CITY's prior written approval. All press releases, -4- Agreement No. 7528 05/2025 including graphic display information to be published in newspapers or magazines, will be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties. 18.INDEMNIFICATION. A. CONSULTANT agrees to the following: L Indemnification for Professional Services. CONSULTANT will save harmless and indemnify and at CITY's request reimburse defense costs for CITY and all its officers, volunteers, employees and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property resulting or arising from any negligent or wrongful act, error or omission by CONSULTANT or any of CONSULTANT's officers, agents, employees, or representatives, in the performance of this Agreement. ii.. Indemnification for other Damages. CONSULTANT indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of this Agreement, or its performance. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, CONSULTANT will defend CITY (at CITY's request and with counsel satisfactory to CITE") and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise. B. For purposes of this section "CITY" includes CITY's officers, officials, employees, agents, representatives, and certified volunteers. C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. D. The requirements as to the types and limits of insurance coverage to be maintained by CONSULTANT as required by Section 222, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONSULTANT pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. -5- Agreement No. 7528 05/2025 19.ASSIGNABILITY. This Agreement is for CONSULTANT's professional services. CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's written approval are prohibited and will be null and void. 20.INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that CONSULTANT will act as an independent contractor and will have control of all work and the manner in which is it performed. CONSULTANT will be free to contract for similar service to be performed for other employers while under contract with CITY. CONSULTANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct CONSULTANT as to the details of doing the work or to exercise a measure of control over the work means that CONSULTANT will follow the direction of the CITY as to end results of the work only. 21.AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities. CONSULTANT will retain such financial and program service records for at least three (3) years after termination or final payment under this Agreement. 22.INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Commercial general liability: Professional Liability Business automobile liability Workers compensation Limits $1,000,000 $1,000,000 $1,000,000 Statutory requirement B. Commercial general liability ("CGL") insurance must meet or exceed the requirements of ISO-CGL Form No. CG 00 01 0413, or equivalent, covering CGL on an "occurrence" basis, including property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 10 Agreement No. 7528 05/2025 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. C. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis," CONSULTANT will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover CONSULTANT for all claims made by CITY arising out of any errors or omissions of CONSULTANT, or its officers, employees or agents during the time this Agreement was in effect. D. For automobiles, the insurance must meet or exceed the requirements of Insurance Services Office Form Number CA 0001 covering Code 1 (any auto), or, if CONSULTANT provides proof of a personal automobile policy, such personal policy must include and indicate business venture coverage with limits no less than $1,000,000 per accident for bodily injury and property damage. If CONSULTANT has no owned autos, Code 8 (hired) and 9 (non -owned), with limits no less than $1,000,000 per accident for bodily injury and property damage must be included in coverage. If CONSULTANT does not use an auto for any component of this Agreement's performance, then CONSULTANT must sign and submit the form attached as Exhibit "B" to CITY before carrying out work under this Agreement. E. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name CITY, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto. CITY's additional insured status will apply with respect to liability and defense of suits arising out of CONSULTANT's acts or omissions. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY, and the notice must include any necessary endorsement to facilitate such notice to CITY. F. CONSULTANT will furnish to CITY valid Certificates of Insurance evidencing maintenance of the insurance required under this Agreement, a copy of an Additional Insured endorsement confirming CITY has been given Additional Insured status under the CONSULTANT's General Liability policy, and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent -7- Agreement No. 7528 05/2025 to at least a Rating of "A:VII." G. Required insurance endorsement language is as follows: Additional Insured Endorsement with this language: "The City of El Segundo, its elected and appointed officials, employees, and volunteers as additional insureds." Cancellation Endorsement with this language: "The City of El Segundo will receive thirty (30) days written notice in the event of cancellation, nonrenewed or reduction." iii. Primary and Non -Contributory Endorsement with this language: "Coverage is primary and non-contributory such that any other insurance that may be carried by the City will be excess thereto." H, Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at CONSULTANT's expense and deduct the cost of such insurance from payments due to CONSULTANT under this Agreement or terminate pursuant to Section 15. 23. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written approval to use any consultants while performing any portion of this Agreement. Such approval must approve of the proposed consultant and the terms of compensation. 24.INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the status on the project, which will include a schedule update and a short narrative description of progress during the past month for each major task, a description of the work remaining and a description of the work to be done before the next schedule update. 25. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows: If to CONSULTANT: Attention: Matthew Farrington GMU Geotechnical, Inc. 30336 Esperanza Rancho Santa Margarita, CA 92688 Phone: 949-546-0091 Email: mfarrington@grriugeocom If to CITY: Attention: James Rice City of El Segundo 350 Main St. El Segundo, CA 90245 Phone: 310-524-2316 Email: "rice else under Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage S1 Agreement No. 7528 05/2025 prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. 26. PROHIBITED USE OF ARTIFICIAL INTELLIGENCE. A. Restriction on Artificial Intelligence Usage. CONSULTANT must not utilize, employ, or incorporate any form artificial intelligence, machine learning, or other similar technologies (collectively, "Al") in the provision of professional services in this Agreement without CITY's express written consent. B. Exclusions. The Al prohibition set forth directly above will not apply to general business tools and software that may have Al components but are not directly involved in the execution or delivery of professional services that this Agreement covers, provided that such tools and software do not significantly impact the quality or nature of such services. C. Notification. CONSULTANT must promptly notify CITY, in writing, of any proposal to employ Al in connection its provision of services to the CITY under this Agreement. CITY will have the sole discretion to grant or deny such proposal. 27. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, CITY's conflict of interest regulations. 28. BACKGROUND CHECK; FINGERPRINTING; ASSOCIATED TRAINING. If CONSULTANT's work involves contact with minors, before conducting any performance of this Agreement, all Seller's employees, subcontractors, volunteers, or other agents that will perform CONSULTANT's work under this Agreement must submit to and pass a background/fingerprint investigation conducted or approved by City. CONSULTANT affirms and attests that its employees, subcontractors, volunteers, or other agents that will perform CONSULTANT's work under this Agreement have completed training in child abuse and neglect identification and training in child abuse and neglect reporting, which may be met by completing the online mandated reporter training provided by the Office of Child Abuse Prevention in the State Department of Social Services. CONSULTANT affirms and agrees that the background and reporting training will be completed before beginning performance under this Agreement. Upon City request, CONSULTANT will promptly furnish proof of completion of such mandated reporter training to City, but in no event no later than two business days following City's request. 29.SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than CONSULTANT's bona fide employee, to solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed to pay any company or person, other than CONSULTANT's bona fide employee, any fee, commission, percentage, brokerage fee, gift or other Ma Agreement No. 7528 05/2025 consideration contingent upon or resulting from the award or making of this Agreement. Should CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without liability. 30.THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any other party. There will be no incidental or other beneficiaries of any of CONSULTANT's or CITY's obligations under this Agreement. 31.INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County. 32. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement. 33. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. 34. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party. 35. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. 36.AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. CITY's executive manager, or designee, may execute any such amendment on behalf of CITY. 37. ELECTRONIC SIGNATURES; SIGNATURE AUTHORITY. This Agreement may be executed by the Parties on any number of separate counterparts, and all such counterparts so executed constitute one Agreement binding on all the Parties notwithstanding that all the Parties are not signatories to the same counterpart. In accordance with Government Code § 16.5, the Parties agree that this Agreement, Agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by electronic transmission. Such electronic signature will be treated in all respects as having the same effect as an original signature. CONSULTANT warrants that -10- Agreement No. 7528 05/2025 its signatory (or signatories, as applicable) to this Agreement has the legal authority to enter this Agreement and bind CONSULTANT accordingly. 38. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 39. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 40. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' reasonable control, then the Agreement will immediately terminate without obligation of either party to the other. 41.STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private consultants, and experience in dealing with public agencies all suggest that CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY. [Signatures on next page] -11- Agreement No. 7528 05/2025 IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. CITY OF EL SEGUNDO Elias Sassoon, Public Works Director ATTEST:: Susan Truax, City Clerk APPROVED AS TO FORM: MARK D. HENSLEY, City Attorney David King, Assistant City Attorney Insurance Reviewed by: Mary Sharon Brennan, Risk Manager -12- GMU GEOTECHNICAL, I'NC. - Y _i K,5 "- C s c z..l � By: ��. � Title: By: Aron TayNor Title: Taxpayer ID No. ` d BoldSign Document ID: 9el ec03d-cf0a-4dfe-ab66-05a3654306b3 Agreement No. 7528 05/2025 IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. CITY OF EL SEGUNDO e&a& S Elias Sassoon Department Director ATTEST: '64 c5a"(Wa f Susan Truax, City Clerk APPROVED AS TO FORM: MARK D. HENSLEY, City Attorney By: l� l David King, Assistant City Attorney Insurance Reviewed by: Nall S B- - CONSULTANT Name: Matthew Farrington TaxpayerlD No. Mary Sharon Brennan, Risk Manager EXHIBIT A ENGIN EERS 8 GEOLOGISTS December 30, 2025 Mr. James Rice CITY OF EL SEGUNDO PW DEPARTMENT 350 Main Street El Segundo, CA 90245 Subject: Proposal and Budget Estimate Testing Construction Support Demolition Project, PW 25-12, California References: Listed on Page 4 Dear Mr. Rice: Agreement No. 7528 GMU Project No. 23.244.10 — Geotechnical Observation and Services, Abandoned Reservoir 400 Lomita Street, El Segundo, GMU is pleased to present this proposal and budget estimate to provide geotechnical observation and testing services during demolition and grading to support the Abandoned Reservoir Demolition Project located at 400 Lomita Street in the City of El Segundo for the City of El Segundo Public Works Department. Based on the referenced project schedule, the demolition and grading of the project will have a duration of about 9.5 weeks (i.e., 47 working days). We anticipate that GMU's services will be needed periodically for about 8 weeks during the project. Our services are expected to be related to the following construction operations: • Demolition of the existing abandoned concrete reservoir, including walls, slabs, steps, and spillways • Excavation of earth materials Over -excavation and subgrade preparation for areas receiving fill Placement and compaction of fill Precise grading (fine grading) Our proposal and budget estimate is based on the information included in the referenced schedule, plan sets, and geotechnical design report, along with our experience with projects of similar scope and size, and assumptions provided below. Geotechnical • Pavement • Structural • Civil 30336 Esperanza, Rancho Santa Margarita, CA 92688 1 O 949.888.6513 1 www.GMUgeo,corn ,PI vDl U Y1U➢.. lf,, rrrN)l..i �r i nt,..,iu rS lbY p, U�ry nll Pi lr Qr,i rt....•/; rva ES222 »l i"tml �irer,nr., rl,r l... mG'r ,urvmNN'rplF��, irr„rnru"rr ,9...�..r➢vaa, 'lln;n Ffi �, i„�,ee ,, ryr, ,. i�,l�' Agreement No. 7528 Mr. James Rice, CITY OF EL SEGUNDO PUBLIC WORKS DEPARTMENT Proposal - Geotechnical Construction Support Services for Abandoned Reservoir Demolition Project, PW 25-12, 400 Lomita Street, California SCOPE OF WORK Field Observation and Testing Our field observation and testing services are summarized below: • Provide the services of a Senior Engineering Technician on a part-time basis to perform observation and testing during demolition, corrective grading (i.e., over -excavation), grading, subgrade preparation, and placement of fill (assumes 65 hours). • Our field observation and testing services assumes an average of 8-hours per week for —8- weeks of services. • Project is Prevailing Wage, (Field Engineer Rate = $130/hr + $391hr = $169/hr). Laboratory Testing Our laboratory testing is summarized below: • Perform lab testing on an as -needed basis during the project grading operations placement. • Laboratory testing, 10-hours max is anticipated and will include the following: o Soil maximum density and optimum moisture for soil compaction testing. Office Engineering, Submittals, RFIs, Project Management, and Meetings Our office engineering and project management services assume 20 hours for the project services summarized below: • GMU's field and lab services will be managed by a registered professional engineer and/or geologist. • Provide field technician office and field support. • Review and respond to submittals and RFI's (assumes 4 responses total) • Prepare correspondence, and coordinate field inspections (assumes 1 hour/week for —8- week project duration). • Review laboratory tests and results. • Review field memorandums, field daily reports, and field density test results. • Attend project meetings (assume 2 meetings at 1 hour maximum each) • Oversee the project from a quality assurance standpoint. Geotechnical Observation and Testing Report Our geotechnical observation and testing report will be prepared at the completion of the subject project and will summarize the results of our geotechnical observation and testing services performed during the project. December 30, 2025 2 GMU Project 23.244.10 Agreement No. 7528 Mr. James Rice, CITY OF EL SEGUNDO PUBLIC WORKS DEPARTMENT Proposal - Geotechnical Construction Support Services for Abandoned Reservoir Demolition Project, PW 25-12, 400 Lomita Street, California ESTIMATED FEE We propose to provide the above outlined services on a time -and -materials basis in accordance with our attached schedule of charges. Any changes in the number of working days or hours per day will affect our fee. Field Observation and Testing, (PW Rates) ... .............. ........ .............. .................... $ 10,985 LaboratoryTesting..............................................................................................$ 1,700 Field Support, Office Engineering, Submittals, RFIs, and Management ... ............. $ 5,000 Geotechnical Observation and Testing Report: .......................................... ....... $ 3,500 TOTAL ESTIMATED FEE.......... $ 219185 The proposed services will be billed on a time -and -expense basis in accordance with our 2025 Schedule of Charges (attached). Should our scope of work exceed that described above, or if additional hours are required due to project time delays or contractors' inefficiencies, our fees will not exceed the above budget estimate without obtaining your prior approval. If you find this budget estimate acceptable, please execute this proposal by signing the next page and returning a signed copy to us. Please call should you have any questions or comments. Sincerely, �40 e M tthew T. Farrington, M.Sc., PE 90349 Senior Engineer Attachment: 2025 Schedule of Charges er/23.244.1OP City of El Segundo — Geotechnical Construction Services (12-30-25) I accept the scope and budget estimate set forth in this proposal dated December 2025: (Please sign below) Signature of Client or Authorized Agent: Date December 30, 2025 3 GMU Project 23.244.10 Agreement No. 7528 Mr. James Rice, CITY OF EL SEGUNDO PUBLIC WORKS DEPARTMENT Proposal - Geotechnical Construction Support Services for Abandoned Reservoir Demolition Project, PW 25-12, 400 Lomita Street, California REFERENCES (1) Contract Documents, Plans and Specifications for Abandoned Reservoir Demolition Project, Project No.: PW-25-12, dated July 30, 2025, prepared by City of El Segundo Public Works Department. (2) Civil Drawings, City of El Segundo, Water Reservoir Demolition, 400 Lomita St, El Segundo, CA, 90245, dated June 20, 2025, prepared by Kardent (their Project No. COM- 24-377). (3) Project Schedule, Abandoned Reservoir Demolition, PW-25-12, prepared by City of El Segundo. December 30, 2025 4 GMU Project 23.244.10 Agreem `� t No. 8 al%w� 11 ENGINEERS & GEOLOGISTS GENERAL CONDITIONS FOR ENGINEERING AND GEOLOGICAL SERVICES Scope of Work Engineer ("GMU Geotechnical, Inc.") shall perform the services outlined in the attached Scope of Work, which may only be amended by Client and Engineer in writing. If Engineer provides Client with a writing confirming the change in scope, it shall become an amendment to this Agreement unless Client objects in writing within five (5) working days after receipt. All work performed by Engineer at the Project is subject to the terms and limitations of this Agreement. Payments to Engineer 2.1 Lump Sum Portions of the proposal may be on a lump sum basis. All lump sum costs are due in full prior to the initiation of work. 2.2 Time and Materials All out -of -scope work performed under this Agreement shall be on a time and materials basis unless otherwise specifically agreed to in writing by both parties. 2.3 Late Payment Charge All invoices are due upon receipt. If Client fails to make any payment due to Engineer for services and expenses within thirty (30) days after receipt of Engineer's invoices, the amounts due Engineer shall, thereafter, include a late payment charge at the rate of 1 Y2% per month, or the highest rate permitted by law, from the thirtieth day. 3, Standard of Performance; Disclaimer of Warranties Engineer shall perform its Services consistent with that level of care and skill ordinarily exercised by other professional engineers under similar circumstances at the time the Services are performed. No warranty, express or implied, is included or intended by this Agreement. Client recognizes that neither Engineer nor any of Engineer's subconsultants owe any fiduciary responsibility to Client. 4. Engineer's Estimate of Construction Costs Client acknowledges that construction and development are subject to many influences that are not subject to precise forecasting and are outside of Engineer's control. Client further acknowledges that actual costs incurred may vary substantially from the estimates prepared by Engineer and that Engineer does not warrant or guarantee the accuracy of construction or development cost estimates. Construction Phase Services If the scope of Engineer's work includes observation and testing during the course of construction, Engineer shall: 5.1 Make visits to the site at intervals appropriate to the various stages of construction as Client may request, in order to observe the geotechnical conditions encountered by Contractor(s) and the progress and quality of the geotechnical aspects of Contractor(s)' work. Based on information obtained during such visits and on such observations, Engineer shall inform Client of the progress of the geotechnical aspects of the work. Client understands that Engineer may not be on site continuously nor shall Engineer observe all of Contractor's work. 5.2 Engineer shall perform such services as are stated in the Scope of Work. Such services shall be performed in accordance with current engineering standards. Client understands that services performed by Engineer on finished work, or work in progress, are taken intermittently and indicate, GENERAL CONDITIONS FOR ENGINEERING AND GEOLOGICAL SERVICES December 2025 Page 1 of 6 Agreement No 778 ENGINEERS & GEOLOGISTS on a statistical basis, the general acceptability of the work. Testing or observation by Engineer of portions of the work of other parties on a project are not a guarantee of the quality of Contractor's work and shall not relieve such other parties from their responsibility for performing their work in accordance with applicable plans, specifications, and safety requirements. 5.3 Engineer shall not supervise, direct, or have control over Contractor(s)' work nor shall Engineer have authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction selected by Contractor(s) for the Project, for safety precautions and programs incident to Contractor(s)' work or for any failure of Contractor(s) to comply with Laws and Regulations applicable to Contractor(s) furnishing and performing its work. 6. Construction Management Advisor Services If the scope of Engineer's work includes construction management advisor services during the course of construction, Engineer shall: 6.1 Not have the authority to direct, reject, nor stop the Contractor's work as it is underway or at the time of material delivery. Acceptance by the Engineer requires sampling and testing, or in some cases further evaluation, which takes time; therefore, acceptance cannot be determined immediately by the Engineer. The Contractor is responsible for actively performing quality control during construction to monitor its methods and materials, and make adjustments at their own direction, in order to achieve their contractual obligations with the Client in meeting the project requirements. 6.2 Only utilize project specification requirements to determine acceptance of the Contractor's work, and shall not determine acceptance based on how the Contractor or the Client considers the workmanship to be acceptable. 6.3 Not have any responsibility to review or enforce the contract between the Client and the Contractor, nor have a fiduciary duty to either Contractor or Client. 7. Client's Responsibilities In addition to payment for the Services performed under this Agreement, Client agrees to: 7.1 Assist and cooperate' with Engineer in any manner necessary and within its ability to facilitate Engineer's performance under this Agreement. 7.2 Designate a representative who will have authority to receive all notices and information pertaining to this Agreement and who will enunciate Client's policies and decisions and assist as necessary in matters pertaining to the Project and this Agreement. Client's representative will be subject to change by written notice. 7.3 Provide access to and/or obtain permission for Engineer to enter upon all property, whether or not owned by Client, as required to perform and complete the Services. Client recognizes that the use of investigative equipment and practice may unavoidably alter conditions or affect the environment at the existing Project Site(s). Engineer will operate with reasonable care to minimize damage to the Project Site(s). The cost of repairing such damage will be borne by Client, and is not included in the Fee unless otherwise stated. 7.4 Correctly designate on plans to be furnished to Engineer, the location of all subsurface structures, such as pipes, tanks, cables, and utilities within the property lines of the Project Site(s), and shall be responsible for any damage inadvertently caused by Engineer to any such structure or utility not so designated. Client warrants the accuracy of any information supplied by it to Engineer, and acknowledges that Engineer is entitled to rely upon such information without verifying its accuracy. 7.5 Supply to Engineer all information and documents in its possession or knowledge which are relevant to the Services herein described. Prior to the commencement of any Services in connection with a specific property, Client shall notify Engineer of any known potential or possible health or safety GENERAL CONDITIONS FOR ENGINEERING AND GEOLOGICAL SERVICES December 2025 Page 2 of 6 Agree t N 7 8 ENGINEERS 6 GEOLOGISTS hazards existing on or near the Project Site, with particular reference to hazardous materials or conditions. 8. Changed Conditions If, during the course of performance of this Agreement, conditions or circumstances are discovered which were not contemplated by Engineer at the commencement of this Agreement, Engineer shall notify client in writing of the newly discovered conditions or circumstances, and Client and Engineer shall renegotiate, in good faith, the terms and conditions of this Agreement. If amended terms and conditions cannot be agreed upon within thirty (30) days after notice, Engineer may terminate this agreement and be compensated as set forth in Section 17, "Termination". Hazardous Materials Client understands that Engineer's services under this Agreement are limited to engineering and/or geological services and that Engineer shall have no responsibility to locate, identify, evaluate, treat, or otherwise consider or deal with hazardous materials. Client shall be solely responsible for notifying all appropriate federal, state, municipal, or other governmental agencies, including the potentially affected public, of the existence of any hazardous materials located on or in the project site, or located during the performance of this Agreement. The existence or discovery of hazardous materials shall constitute a Changed Condition under this Agreement. 10. Certifications Engineer shall not be required to execute any certification with regard to work performed, tested, or observed under this Agreement unless: 1) Engineer believes that sufficient work has been performed by Engineer to provide a sufficient basis to issue the certification, 2) Engineer believes that the work performed, tested, or observed meets the criteria of the certification, and 3) the exact form of such certification has been approved by Engineer, in writing, prior to execution of this Agreement. Any certification by Engineer is limited to an expression of professional opinion based upon the service performed by Engineer, and does not constitute a warranty or guarantee, either expressed or implied. 11. Allocation of Risk I I.1 Limitation of Liability THE TOTAL CUMULATIVE LIABILITY OF ENGINEER, ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS (COLLECTIVELY "ENGINEER" OR "ENGINEER ENTITIES"), TO CLIENT ARISING FROM SERVICES PERFORMED OR TO BE PERFORMED BY ENGINEER FOR THIS PROJECT WHETHER IN CONTRACT, INDEMNITY, CONTRIBUTION, TORT, OR OTHERWISE, AND INCLUDING ATTORNEY'S FEES DUE UNDER THIS AGREEMENT, SHALL NOT EXCEED 100% OF GROSS COMPENSATION RECEIVED BY ENGINEER UNDER THIS AGREEMENT AND PROVIDED, HOWEVER, THAT SUCH LIABILITY SHALL BE FURTHER LIMITED IN THE FOLLOWING RESPECTS: ENGINEER ENTITIES SHALL NOT BE LIABLE TO CLIENT FOR ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM DAMAGE TO SUBTERRANEAN STRUCTURES OR UTILITIES WHICH ARE NOT CORRECTLY SHOWN ON PLANS FURNISHED BY CLIENT TO ENGINEER DURING THE PERFORMANCE OF AUTHORIZED SERVICES OR WHICH ARE NOT CALLED TO ENGINEER'S ATTENTION BY CLIENT. 11.2 Indemnification 11.2.1 Hazardous Materials Client agrees to indemnify and hold harmless the Engineer Entities from and against any and all claims, suits, liability, damages, injunctive or equitable relief, expenses, including attorneys' fees, expert fees and costs, which arise from, or which is related to, the existence, GENERAL CONDITIONS FOR ENGINEERING AND GEOLOGICAL SERVICES December 2025 Page 3 of 6 Agree a t N 7F8 ENGINEERS 6 GEOLOGISTS disposal, release, discharge, treatment, or transportation of hazardous materials, or the exposure of any person to hazardous materials, or the degradation of the environment due to the presence, discharge, disposal, release of, or exposure to, hazardous material. 11.2.2 Indemnification Provisions If any indemnification provision is imposed upon the Engineer Entities, such provisions shall not create, exceed, exert, or establish any greater rights, obligations, or responsibilities than those presently existing under the laws of negligence of the State of California, and the applicability of such provisions shall be limited to the insurance limits recoverable for such damages and losses. Engineer's obligations for defense and/or indemnity resulting from such a provision or provisions shall be subject to and construed in accordance with California Civil Code Section 2782.8. 11.3 Third Party Indemnification Client agrees to defend, indemnify, and hold Engineer harmless from and against any and all third party claims, demands, causes of action, losses, damages, penalties, judgements, and awards together with Engineer's attorney's fees, expert fees and costs, except for those that are the result of Engineer's sole negligence or willful misconduct. Additionally, and in light of the fact that Engineer's scope of services under this proposal does not include inspection, analysis, or investigation of any kind into the design or construction of existing conditions at the Project, the Client agrees to defend, indemnify, and hold Engineer harmless from and against any and all claims, damages, liabilities, and costs, including all attorney's fees, expert fees and costs of defense, arising out of or in any way related to existing conditions at the project. 11.4 Continuing Agreement Client and Engineer agree that any and all protections, limitations of liability, and indemnification agreements noted herein shall extend to the officers, partners, and employees of Client and Engineer, respectively. 12. Engineer's Insurance Engineer shall obtain, if reasonably available: 1) statutory Workers' Compensation/Employer's Liability coverage; 2) Commercial General Liability; 3) Automobile Liability; and 4) Professional Liability insurance coverage in policy amounts not less than $1,000,000. Engineer agrees to issue certificates of insurance evidencing such policies upon written request. 13. Ownership and Maintenance of Documents Client -provided documents will remain the property of Client. Unless otherwise specified in the Scope of Work, all documents and information obtained or prepared by Engineer in connection with the performance of the Services, including but not limited to Engineer's reports, boring logs, maps, field data, field notes, drawings and specifications, laboratory test data, and other similar documents (collectively called "Documents") are the property of Engineer, and Engineer shall, in its sole discretion, have the right to dispose of or retain the Documents. Reuse of Engineer's documents for any purpose other than for this Project requires express written authorization from Engineer. Client agrees to defend, indemnify, and hold Engineer harmless from any and all claims resulting from any unauthorized use of Engineer's Documents. 14. Relationship of the Parties Engineer, shall perform Services under this Agreement as an independent contractor, and its employees shall at all times be under its sole discretion and control. Engineer shall select the means, manner, and method of completing Services without detail, control, or direction from Client. GENERAL CONDITIONS FOR ENGINEERING AND GEOLOGICAL SERVICES December 2025 Page 4 of 6 Agreerrp,,, % Ngc 7f8 ENGINEERS & GEOLOGISTS 15. Third Party Reliance Upon Reports All Documents are prepared solely for use by Client and shall not be provided to any other person or entity without Engineer's prior written consent, nor shall they be mentioned, communicated, disclosed, or referred to in any offering circular, securities offering, loan application, real estate sales documentation, or similar promotional material, without the express written authorization of Engineer. Client shall defend, indemnify, and hold harmless Engineer, its officers, shareholders, and employees, including Engineer's attorney's fees, expert fees and costs, from and against any action, claim, or proceeding brought by any person or entity claiming to rely upon information or opinions contained in reports or other documents provided to such person or entity, published, disclosed, or referred to without Engineer's written consent. No other party other than Client may rely, and Client shall make no representations to any party that such party may rely, on Documents without Engineer's express written authorization. Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Client or the Engineer. Engineer's services under this Agreement are being performed solely for the Client's benefit, and no other entity shall have any claim against the Engineer because of this Agreement or the performance or non-performance of services hereunder. The Client agrees to include a provision in all contracts with contractors and other entities involved in this project to carry out the intent of this paragraph. 16. Assignment and Subcontracts Neither party shall assign this Agreement, or any part thereof, without the written consent of the other party. Engineer may subcontract for the services of others without obtaining Client's consent where Engineer deems it necessary or desirable to have others perform certain Services. 17. Suspension and Delays Client may, at any time, by ten (10) days written notice, suspend performance of all or any part of the Services by Engineer. Should such suspension continue for a period of sixty (60) days, then Engineer may terminate this Agreement and Client shall pay Engineer as set forth under Section 17, "Termination". 18. Termination 18.1 Termination for Convenience Engineer and Client may terminate this Agreement for convenience upon thirty (30) days written notice delivered or mailed to the other party. 18.2 Termination for Cause In the event of material breach of this Agreement, non -breaching party may terminate if upon ten (10) days written notice, personally delivered, mailed, first class mail postage prepaid, or by electronic transmission with proof of receipt to the other party, which termination notice shall state the basis for the termination. The Agreement shall not be terminated for cause if the breaching party cures the breach within the ten (10) day period. 18.3 Payment on Termination In the event of termination, other than caused by a material breach of this Agreement by Engineer, Client shall pay Engineer for the Services performed through the termination notice date, and for any necessary Services and expenses incurred in connection with the termination of the project, including but not limited to, the costs of completing analysis, records, and reports necessary to document job status at the time of termination, and costs associated with termination of subcontractor contracts. Such compensation shall be based upon the schedule of fees then currently used by Engineer. GENERAL CONDITIONS FOR ENGINEERING AND GEOLOGICAL SERVICES December 2025 Page 5 of 6 A9reer c I ENGINEERS P. GEOLOGISTS 18.4 Claims Waiver Client and Engineer hereby waive all claims against each other for punitive and consequential damages including, but not limited to, loss of use or lost profits. 19. Disputes All disputes between Engineer and Client shall be subject to non -binding mediation. Either parry may demand mediation by serving a written notice stating the essential nature of the dispute, the amount of time or money claimed, and requiring that the matter be mediated within forty-five (45) days of service of notice. The mediation shall be administered by JAMS Orange County in accordance with their most recent construction Mediation Rules, or by such other person or organization as the parties may agree upon. No action or suit may be commenced unless the mediation did not occur within forty-five (45) days after service of notice, the mediation occurred but did not resolve the dispute, or a statute of limitation would elapse if suit was not filed prior to the forty-five (45) days after service of notice. 20. Attorney Fees / Venue / Arbitration Client and Engineer agree that the laws of the State of California govern the construction and interpretation of this Agreement and any dispute between the parties, including without limitation, disputes arising out of or relating to this Agreement, the professional relationship between the parties, and the professional services rendered by Engineer to Client shall be decided by binding arbitration under the arbitration rules of the JAMS to take place in Orange County, California. The fees for the arbitration and the arbitrator shall be divided equally between the parties subject to adjustment by the arbitrator. The arbitrator shall set forth his or her findings in writing and served upon the parties. The arbitration award may be enforced by the Orange County Superior Court. In the event enforcement proceedings and/or legal action arises relating to this Agreement, the interpretation thereof, or the failure of any party to perform the terms of Agreement, the prevailing party in the arbitration as well as in such action shall be, in addition to damages, injunctive relief or any other relief, entitled to reasonable attorneys' fees and costs incurred in such an action. The parties waive their rights to a trial by jury. 21. Integration and Severability These General Conditions and any attached proposal(s) reflect the entire Agreement of the parties with respect to its terms and supersedes all prior agreements, whether written or oral. If any portion of this Agreement is found to be void or voidable, such portion shall be deemed stricken and the Agreement shall be reformed to as closely approximate the stricken portions as the law allows. End of General Conditions GENERAL CONDITIONS FOR ENGINEERING AND GEOLOGICAL SERVICES December 2025 Page 6 of 6 Agreement No. 7528 %XVIIJ ENGINEERS & GEOLOGISTS 2025 SCHEDULE OF CHARGES PROFESSIONAL SERVICES Document Preparation and Project Services CAD/GIS Design Engineer Staff Engineer or Geologist Senior Staff Engineer or Geologist Project Engineer or Geologist Senior Engineer or Geologist Associate Engineer or Geologist Principal/Director FIELD INSPECTION & TESTING SERVICES $ 110.00/hour $ 132.00/hour $ 175.00/hour $ 192.00/hour $ 215.00/hour $ 255.00/hour $ 272.00/hour S 295.00/hour Staff Engineering Technician $ 110.00/hour* • Services provided under direct supervision of a Senior Engineering Technician Senior Engineering Technician $ 130.00/hour* • Inspections for soils/grading, asphalt, concrete, batch plants, piles/caissons, etc. • Certifications by ACI, ICC, Caltrans, local jurisdictions, etc. Registered Special Inspector (No 4-hour minimum) $ 130.00/hour* • Certifications by ACI, ICC, Caltrans, local jurisdictions, etc. • Reinforced concrete, Post -Tension, Masonry, Welding, Bolting, Fireproofing Instrumentation Engineer $ 175.00/hour • Slope inclinometer and Piezometer monitoring • Manometer for floor -level surveys • Stormwater turbidity & pH meter • Groundwater monitoring - pressure transducer, datalogger, water chemistry meter, etc. • Pipeline video camera for drains, wells, etc. Engineering Seismological Technician (includes 3-channel seismograph) $ 175.00/hour • Blast vibration monitoring • Construction vibration & noise monitoring (pile driving, drilling, demolition, etc.) *Notes: (1) Rates include vehicle, nuclear density gauge, and equipment for testing, inspection, and sampling. (2) No 4-hour minimum charges apply, except for night work. (3) Overtime is charged at 1.5 times the base rate. Overtime is defined as time worked on the project in excess of 8 hours per day and all time on Saturdays, Sundays, and holidays. (4) Prevailing Wage projects, additional hourly surcharge for Field Personnel per CA Labor Code § 1720, et seq. Add $ 39.00/hour LABORATORY TESTING SERVICES Laboratory Testing $ 142.00/hour (For special materials testing and laboratory costs on a per -test basis, see GMU's Laboratory Fee Schedule) OTHER CHARGES Outside Services Cost + 15% Reimbursables & Reprographics Cost