2020/02/01 NV5, Inc. Community Relations and Media ServicesCITY OF MENIFEE
CITY OF MENIFEE COMMUNITY RI,LATIONS AND MEDIA SERVICES
THIS PROFESSION AL SERVICES AGREEMENT ("Agreement") is made and effective
this \il\tr
a CiFtsrlom
day of ,2020 ("Effective Date") by and between the CITY OF MENIFEE,
a municipal corporation,("City") and NV5. Inc., a California S-Corporation
("Consultant"). City and Consultant may sometimes herein be referred to individually as a "Party"
and collectively as the "Parties."
SECTION I. SERVICES.
Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to
City the services described in the Scope of Services, attached hereto as Exhibit A and incorporated
herein by this reference (the "Services"). Consultant will perform subsequent task orders as
requested by the Contract Administrator (as defined below), in accordance with the Scope of
Services. In the event ofa conflict in or inconsistency between the terms of this Agreement and
Exhibit A, this Agreement shall prevail.
l.l -Ierm of Services. 'l'he term of this A greement shall begin on Fcbruary l, 2020
and shall end on January 31,2021 unless the term of this Agreement is otherwise terminated or
extended as provided for in Section 8. The time provided to Consultant to complete the Services
required by this Agreement shall not affect City's right to terminate this Agreement, as provided
for in Section 8.
1.2 Standard of Performance. Consultant represents and warrants that Consultant is a
provider olfirst class work and services and Consultant is experienced in performing the Services
contemplated herein and, in light of such status and experience, Consultant shall perform the
Services required pursuant to this Agreement in the manner and according to the standards
observed by a competent practitioner of the profession in which Consultant is cngaged in the
geographical area in which Consultant practices its profession and to the sole satisfaction of the
Contract Administrator.
1.4 fhg. Consultant shall devote such time to the performance of the Services
pursuant to this Agreement as may be reasonably nccessary to satisfy Consultant's obligations
hereunder.
I .5 Authorization to P rm Services . Consultant is not authorized to perform any of
the Services or incur any costs whatsoever under the terms of this Agreement until receipt ol
authorization from the Contract Adm inistrator.
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PROFESSIONAL SERVICES AGREEMENT
1.3 Assiqnment of Personnel. Consultant shall assign only competent personnel to
perform the Services pursuant to Agreement. In the event that City, in its sole discretion, a1 any
time during the term of this Agreement, desires the reassignment of any such persons, Consultant
shall, immediately upon receiving notice from City ofsuch desire of City, reassign such person or
persons.
City hereby agrees to pay Consultant a sum not to exceed FM THOUSAND
DOLLARS AND ZERO CENTS ($5,000.00) notwithstanding any contrary indications thar may
be contained in Consultant's proposal, for the Services to be perlormed and reimbursable costs
incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit A,
regarding the amount of compensation, this Agreement shall prevail. City shall pay Consultant
for the Services rendered pursuant to this Agreement at the time and in the manner set forth herein.
The payments specified below shall be the only payments from City to Consultant for the Services
rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner
specified herein. Except as specifically authorized in advance by City, Consultant shall not bill
City for duplicate services performed by more than one person.
2.1 Invoices. Consultant shall submit invoices monthly during the term of this
Agreement, based on the cost tbr the Services performed and reimbursable costs incurred prior to
the invoice date. Invoices shallcontain the following information:
a. Serial identifications of progress bills; i.e., Progress Bill No. I for the first
invoice, etc.;
b. The beginning and ending datcs ofthe billing period;
c. A "Task Summary" containing the original contract amount, the amount of
prior billings, the total due this period, the balance available under this Agreement, and the
percentage of completion;
d. At City's option, for each item in each task, a copy ofthe applicable time
entries or time sheets shall be submitted showing the name of the person performing the
Services, the hours spent by each person, a brief description of the Services, and each
reimbursable expense;
e. The total number of hours of work performed under this Agreement by
Consultant and each employee, agent, and subcontractor of Consultant performing the
Services hereunder necessary to complete the Services described in Exhibit A;
f. Receipts for expenses to be reimbursed;
g. The Consultant Representative's signature
Invoices shall be submitted to:
City of Menifee
Attn: Accounts Payable
29844 Haun Road
Menifee. CA 925 86
2.2 Monthly Payment. Ci ty shall make monthly payments, based on invoices received,
for the Services satisfactorily performed, and for authorized reimbursable costs incurred. City
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SECTION 2. COMPENSATION.
shall have thirty (30) days from the receipt olan invoice that complies with all ofthe requirements
above to pay Consultant.
2.3 Final Paymcnt. Cit y shall pay the last five percent (5%) of the total amount due
pursuant to this Agreement within sixty (60) days after completion of the Services and submittal
to City ofa final invoice, ifall ofthe Services required have been satisfactorily performed.
2.4 Total Payment- City shall not pay any additional sum for any expense or cost
whatsoever incurred by Consultant in rendering the Services pursuanl to this Agrecment. City
shall make no payment for any extra. further, or additional service pursuant to this Agreement.
ln no event shall Consultant submit any invoice for an amount in excess ol the
maximum amount of compensation provided above either for a task or for the entirety of the
Services performed pursuant to this Agreement, unless this Agreement is modified in writing prior
to the submission of such an invoice.
2.5 Hourly Fees. Fees for the Services performed by Consultant on an hourly basis
shall not exceed the amounts shown on the fee schedule included with Exhibit A.
2.6 Reimbursable Expenses. Reimbursable ex penses are included within the maximum
amount of this Agreement
2.7 Payment of Taxes. Consultant is solel y responsible for the payment of employment
taxes incurred under this Agreement and any federal or state taxes.
2.8 Pavment uoon Termination. In the event that Cit y or Consultant terminates this
Agreement pursuant to Section 8, City shall compensate Consultant for all outstanding costs and
reimbursable expenses incurred for Services satisfactorily completed and for reimbursable
expenses as of the date of written notice of termination. Consultant shall maintain adequate logs
and timesheets in order to verify costs and reimbursable expenses incurred to that date.
SECTION 3. FACILITIES AND EQUIPMENT.
Except as otherwise provided, Consultant shall, at its sole cost and expense. provide all
facilities and equipment necessary to perform the services required by this Agreement. City shall
make available to Consultant only physical lacilities such as desks, filing cabinets, and conference
space, as may be reasonably necessary for Consultant's use while consulting with City employees
and reviewing records and the information in possession of City. The location, quantity, and time
of furnishing those lacilities shall be in the sole discretion of City. In no event shall City be
required to furnish any lacility that may involve incuning any direct expenseJ including but not
limited to computer, long-distance telephone or other communication chargcs, vehicles, and
reproduction facilities.
SECTION 4. INSURANCf, REQUIREMENTS.
Before beginning any work under this Agreement, Consultant, at its own cost and expensc,
shall procure the types and amounts of insurance checked below and provide Certificates of
Insurance, indicating that Consultant has obtained or currently maintains insurance that meets the
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requirements of this section and which is satisfactory, in all respects, to City. Consultant shall
maintain the insurance policies required by this section throughout the term of this Agreement.
The cost ofsuch insurance shall be included in Consultant's compensation. Consultant shall not
allow any subcontractor, consultant or other agent to commence work on any subcontract until
Consultant has obtained all insurance required herein for the subcontractor(s) and provided
evidence thereofto City. Verification ofthe required insurance shall be submitted and made part
of this Agreement prior to execution. Consultant acknowledges the insurance policy must cover
inter-insured suits between City and other Insureds.
4. I Workers' ComDensation. Consultant shall , at its sole cost and expense, maintain
Statutory Workers' Compensation Insurance and Employer's Liability lnsurance for any and all
persons employed directly or indirectly by Consultant pursuant to the provisions ofthe Califomia
Labor Code. Statutory Workers' Compensation lnsurance and Employer's Liability Insurance
shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per
accident, ONE MILI-ION DOLLARS ($ I,000,000.00) disease per employee, and ONE MILLION
DOLLARS ($1,000,000.00) disease per policy. In rhe altemarive, Consultant may rely on a self-
insurance program to meet those requirements, but only if the program of self-insurance complies
fully with the provisions ofthe California Labor Code. Determination ofwhether a self-insurance
program meets the standards of the California Labor Code shall be solely in the discretion of the
Contract Administrator. The insurer, if insurance is provided, or Consultant, ila program oflself-
insurance is provided, shall waive all rights ofsubrogation against city and its officers, officials,
employees, and authorized volunteers lor loss arising from the Services performed under this
Agreement.
4.2 Commcrcial eneral an d Automobile Liabilitv Insurance.
a. General requirements- Consultant, at its own cost and expense, shall
maintain commercial general and automobile liability insurance for the term of this Agreement in
an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined
single limit coverage, for risks associated with the Services contemplated by this Agreement, TWOMILI.ION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION
DOLLARS ($2,000,000.00) products/completed operations aggregate. lf a Commercial General
Liability Insurance or an Automobile Liability Insurance lorm or other form with a general
aggregate limit is used, either the general aggregate Iimit shall apply separately to the Services to
be performed under this Agreement or the general aggregate limit shall be at least twice the
required occurrence limit. Such coverage shall include but shall not be limited to, protection
against claims arising from bodily and personal injury, including death resulting therefrom, and
damage to property resulting from the Services contemplated under this Agreement, including the
use ofhired, owned, and non-owned automobiles.
b.
as broad as Insurance
Automobile coverage
form CA 0001 Code 2
Minimum sco I cra . Commercial general coverage shall be at least
Services Office Commercial General Liability occurrence form CC 0001.
shall be at least as broad as Insurance Services Office Automobile l,iability
. 8, and 9. No endorsement shall be attached limiting the coverage.
c. Additional requirements. Each of the following shall be included in the
insurance coverage or added as a cenified endorsement to the policy:
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a. The insurance shall cover on an occurrence or an accident basis, and
not on a claims-made basis.
b. Any failure of Consultant to comply with reporting provisions of the
policy shall not affect coverage provided to City and its ofticers, employees, agents,
and volunteers.
4.3 ProfessionalLiabilitvlnsurance.
a.General requirements.Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance for licensed
professionals performing the Services pursuant to this Agreement in an amount not less than ONE
MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions.
Any deductible or self-insured retention shall be shown on the Certificate. If the deductible or
self-insured retention exceeds TWENTY-FIVE THOUSAND DOLLARS (525,000), it must be
approved by City.
b. Claims-made limitations. The following provisions shall apply if the
professional liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be no
later than the commencement of the Services.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five (5) years after the expiration or termination of this
Agreement or completion of the Services, so long as commercially available at
reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with
another claims-made policy form with a retroactive date that precedes the Effective
Date of this Agreement, Consultant must provide extended reporting coverage for
a minimum of five (5) years after the expiration or termination of this Agreement
or the completion ofthe Services. Such continuation coverage may be provided by
one ofthe following: (l) renewal olthe existing policy; (2) an extended reporting
period endorsement; or (3) replacement insurance with a retroactive date no later
than the commencement ofthe Services under this Agreement. City shall have the
right to exercise, at Consultant's sole cost and expense, any extended reporting
provisions of the policy, if Consultant cancels or does not renew the coverage.
d. A copy ol the claim reporting requirements must be submitted to
City prior to the commencement ol the Services under this Agreement.
4.4 All Policies Requirements.
a.Acceotabilit y of insurers.All insurance required by this Section is to be
placed with insurers with a Bests' rating of no less rhan A:VIl and admitted in Califomia
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b. Verification of covcrage. Prior to be ginning the Services under this
Agreement, Consultant shall fumish City with Certificates of Insurance, additional insured
endorsement or policy language granting additional insured status complete certified copies ofall
policies, including complete certified copies of all endorsements. All copies of policies and
certified endorsements shall show the signature of a person authorized by that insurer to bind
coverage on its behalf. The Certificate of lnsurance must include the following reference: CITY
OF MENIFEE COMMUNITY RELATIONS AND M f,DIA SI,RVICES. 'lhe name and
address for Additional Insured endorsements, Certificates of Insurance and Notice of Cancellation
is: City of Menifee, 29844 Haun Road, Menifee, CA 92586. City must be endorsed as an
additional insured for liability arising out of ongoing and completed operations by or on behalfof
Consultant.
Notice of Reduction in or Cancellation of Coveraqe. Consultant shallc
provide written notice to City within ten (10) working days if: (l) any ofthe required insurance
policies is terminated; (2) the limits ofany ofthe required polices are reduced; or (3) the deductible
or self insured retention is increased.
d. Additional insured: primarv insurance. City and its officers, employees,
agents, and authorized volunteers shall be covered as additional insureds with respect to each of
the following: liability arising out of the Services performed by or on behalf of Consultant,
including the insured's general supervision of Consultant: products and completed operations oi
Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles
owned, leased, or used by Consultant in the course of providing the Services pursuant to this
Agreement. The coverage shall contain no special limitations on the scope of protection afforded
to City or its officers, employees, agents, or authorized volunteers. The insurance provided to City
as an additional insured must apply on a primary and non-contributory basis with respect to any
insurance or self-insurance program maintained by City. Additional insured status shall continue
for one ( I ) year after the expiration or termination ofthis Agreement or completion ofthe Services.
A certified endorsement must be attached to all policies stating that coverage is
primary insurance with respect to City and its officers, officials, employees, and volunteers, and
that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss
under the coverage.
c.Deductibles and Self-insured Retentions. Consultant shall obtain the
written approval of City for the self-insured retentions and deductibles before beginning any ofthe
Services.
During the term ol this Agreement, only upon the prior express written
authorization of the Contract Administrator, Consultant may increase such deductibles or self-
insured retentions with respect to City, its officers, employees, agents, and volunteers. The
Contract Administrator may condition approval of an increase in deductible or self-insured
retention levels with a requirement that Consultant procure a bond guaranteeing payment of Iosses
and related invcstigations, claim administration. and defense expenses that is satislactory in all
respects to each of them.
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L Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall fumish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all ofthe requirements stated
herein.
ariation. 'l'he Contract Administrator may, but is not required to, approve
in writing a variation in the foregoing insurance requirements, upon a determination that the
coverage, scope, limits, and forms ofsuch insurance are either not commercially available, or that
City's interests are otherwise lully protected.
4.5 Remedies. In addition to any other remedies at law or equity City may have if
Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent
and within the time herein required, City may, at its sole option, exercise any of the following
remedies, which are alternatives to other remedies City may have and are not the exclusive remedy
for Consultant's breach:
a. Obtain such insurance and deduct and retain the amount of the premiums
for such insurance from any sums due under this Agreement;
b. Order Consultant to stop work under this Agreement or withhold any
payment that becomes due to Consultant hereunder, or both stop work and withhold any
payment, until Consultant demonstrates compliance with thc requirements hereof; and/or
Terminate this Agreement.c
SECTION 5. INDEMNIFICATION.
5.1 Indemnification lor Professional Liabilitv. Where the law establishes a
professional standard of care for performance of the Services, to the fullest extent permitted by
law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless
City and any and all of its officers, employees, officials, volunteers, and agents lrom and against
any and all claims, losses, costs, damages, expenses, liabilities, Iiens, actions, causes of acrion
(whether in tort, contract, under statute, at law, in equity, or otherwise) charges, awards,
assessments, fines, or penalties of any kind (including reasonable consultant and expert fees and
expenses of investigation, costs of whatever kind and nature and, if Consultant fails to provide a
defense for City, the legal costs of counsel retained by City) and any judgment (collectively,
"Claims") to the extent same are caused in whole or in part by any negligent or wrongful act, error,
or omission of Consultant, its officers, agents, employees, or subcontractors (or any entity or
individual that Consultant shall bear the legal liability thereof) in the performance ofprofessional
services under this Agreement.
5.2 Indemnification for Other than Prolessional Liabilitv. Other than in the
performance of professional services and to the full extent permitted by law, Consultant shall
indemnify, protect, defend (with counsel selected by City), and hold harmless City, and any and
all of its officers, employees, officials, volunteers, and agents from and against any and all Claims,
where the same arise out of, are a consequence ofl, or are in any way attributable to, in whole or in
par1, the performance of this Agreement by Consultant or by any individual or entity for which
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Consultant is legally liable, including but not limited to oflicers, agents, employees
subcontractors of Consultant.
or
5.3 Limitation of Indemnification. The provisions of this Section 5 do not apply to
claims occurring as a result of City's sole or active negligence. 'l'he provisions of this Section 5
shall not release City from liability arising from gross negligence or willflul acts or omissions of
City or any and all of its officers, officials, employees, and agents acting in an oflcial capacity.
SECTION 6. STATUS OF CONSULTANT.
6.1 ent Contractor. At alltimes durin g the term ofthis Agreement, Consultant
shall be an independent contractor and shall not be an employee of City. Cityshall have the right
to control Consultant only insoflar as the results of the Services rendered pursuant to this
Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City
shall not have the right to control the means by which Consultant accomplishes the Services
rendered pursuant to this Agreement. The personnel performing the Services under this
Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and
control. Consultant shall not at any time or in any manner represent that it or any of its officers,
employees, or agents is in any manner officers, officials, employees. or agents of 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. Except forthe feespaidto Consultant as provided inthis Agreement,
City shall not pay salaries, wages, or other compensation to Consultant lor performing the Services
hereunder for City. City shall not be liable for compensation or indemnification to Consultant for
injury or sickness arising out of perlorming the Services hereunder. Notwithstanding any other
City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any
of its employees, agents, and subcontractors providing services under this Agreement shall not
qualify lor or become entitled to any compensation, benefit, or any incident of employment by
City, including but not limited to eligibility to enroll in the California Public Employees
Retirement System ("PERS") as an employee of City and entitlement to any contribution to be
paid by City lor employer contributions and/or employee contributions for PERS benefits.
SECTION 7. LEGAL REQUIREME,NTS.
7.1 Govemins [,aw. 'l'he laws of the State of California shall govem this Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractor shall comply
with all applicable local, state, and federal laws and regulations applicable to the performance of
the work hereunder. Consultant shall not hire or employ any person to perform work within City
or allow any person to perform the Services required under this Agreement unless such person is
properly documented and legally entitled to be employed within the United States. Any and all
work subject to prevailing wages, as determined by the Director oflndustrial Relations ofthe State
of Calil'omia, will be the minimum paid to all laborers, including Consultant's employee and
subcontractors. [t is understood that it is the responsibility of Consultant to determine the correct
scale. The State Prevailing Wage Rates may be obtained from the Califbmia Department of
Industrial Relations ("DIR") pursuant to California Public Utilities Code, Sections 465,466, and
467 by calling 415-'103-4774. Appropriate records demonstrating compliance with such
requirement shall be maintained in a safe and secure location at all times, and readily available at
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City's request. Consultant shall indemnify, defend, and hold City and its elected and appointed
boards, members, officials, officers, agents, representatives, employees, and volunteers harmless
from and against any liability, loss, damage, cost or expenses (including bu1 not limited to
reasonable attorneys' fees, expert witness fees, court costs, and costs incurred related to any
inquiries or proceedings) arising from or related to (i) the noncompliance by Consultant or any
party performing the Services ofany applicable local, state, and/or federal law, including, without
limitation, any applicable federal and/or state labor laws (including, without limitation, the
requirement to pay state prevailing wages and hire apprentices); (ii) the implementation ofsection
I 781 of the Labor Code, as the same may be amended from time to time, or any other sim ilar law;
and/or (iii) failure by Consultant or any party performing the Services to provide any required
disclosure or identification as required by Labor Code Section I 781 , as the same may be amended
from time to time, or any other similar law. lt is agreed by the Parties that, in connection with
performance ofthe Services, including, without limitation, any and all public works (as defined
by applicable law), Consultant shall bear all risks ofpayment or non-payment olprevailing wages
under California law and/or the implementation of Labor Code Section I 781 , as the same may be
amended from time to time, and/or any other similar law. Consultant acknowledges and agrees
that it shall be independently responsible for reviewing the applicable laws and regulations and
effectuating compliance with such laws. Consultant shall require the same ofall subcontractors.
7.3 Licenses and Permits. Consultant re presents and warrants to City that Consultant
and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and
approvals of whatsoever nature that are legally required to practice their respective professions.
Consultant represents and warrants to City that Consultant and its employees, agents, and
subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of
this Agreement any licenses, permits, and approvals that are legally required to practice their
respective professions. ln addition to the foregoing, Consultant and any subcontractors shall obtain
and maintain during the term of this Agreement valid Business Licenses from City.
SECTION 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon
written notification to Consultant.
8.2 Tcrmination by Consultant Consultant may cancel this Agreement upon 30 days'
written notice to City.
8.3 Consequences of Termination. In the event of termination - Consultant shall be
entitled to compensation for the Services performed up to thc date oltermination; City, however,
may condition payment oi such compensalion upon Consultant delivering to City any or all
documents, photographs, computer software, video and audio tapcs, and other materials provided
to Consultant or prepared by or lor Consultant or City in connection with this Agreement.
8.4 Extension. City may, in its sole and exclusive discretion, extend the end date of
this Agreement beyond that provided for in Subsection l.l. Any such extension shall require a
written amendment to this Agreement, as provided for herein. Consultant understands and agrees
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that, if City grants such an extension, City shall have no obligation to provide Consultant with
compensation beyond the maximum amount provided for in this Agreement. Similarly, unless
authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant
for any otherwise reimbursable expenses incurred during the extension period.
8.5 Amendments. 1'he Parties may amend this Agreement only by a writing signed by
all the Parties.
8.6 Assignment and Subcontractin e. Cit y and Consultant rccognize and agree that this
Agreement contemplates personal perlormance by Consultant and is based upon a determination
of Consultant's unique personal competence, experience, and specialized personal knowledge.
Moreover. a substantial inducement to City for entering into this Agreement was and is the
professional reputation and competence ofConsultant. Consultant may not assign this Agreement
or any interest therein without the prior written approval ofthe Contract Administrator. Consultant
shall not subcontract any portion oflthe performance contemplated and provided for herein, other
than to the subcontractors noted in Consultant's proposal, without prior written approval of the
Contract Administrator. [n the event that key personnel leave Consultant's employ, Consultant
shall notify City immediately.
8.7 Survival. All obligations arising prior to the expiration or termination ol this
Agreement and all provisions of this Agreement allocating liability between City and Consultant
shall survive the expiration or termination of this Agreement.
8.8 Options upon []rcach by Consultant. IfConsultant malcriall y breaches any of'the
terms of this Agreement, City's remedies shall include, but not be limited to, any or all of the
following:
a. Immediately terminate this Agreement;
b. Retain the plans, specifications, drawings, reports, design documents, and
any other work product prepared by Consultant pursuant to this Agreement;
c. Retain a different consultant to complete the Services described in
Exhibit A; and/or
d. Charge Consultant the difference between the cost to complete the Services
described in Exhibit A that is unfinished at the time of breach and the amount that City
would have paid Consultant pursuant to Section 2 if Consultant had completed the
Services-
SECTION 9. KE,EPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performan cc All reports, data, maps,
models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records,
files, or any other documents or materials, in electronic or any other form that Consultant prepares
or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the
property ofCity. Consultant hereby agrees to deliver those documents to City upon the expiration
or termination of this Agreement. It is understood and agreed that the docum€nts and other
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materials, including but not limited to those described above, prepared pursuant to this Agreement
are prepared specifically for City and are not necessarily suitable for any future or other use. Any
use of such documents for other projects by City shall be without liability to Consultant. City and
Consultant agree that, until final approval by City, all data, plans, specifications, reports, and other
documents are confidential and will not be released to third parties without prior written consent
of both Panies unless required by law.
9.2 Licensins of Intellectual Pro perty. This A greement creates a non-exclusive and
perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs,
rights of reproduction, and other intellectual property embodied in plans, specifications, studies,
drawings, estimates, test data, survey results, models, renderings, and other documents or works
of authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings, digital renderings, or data stored digitally, magnetically, or in any other medium, which
are prepared or caused to be prepared by Consultant under this Agreement ("Documents and
Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-
exclusive and perpetual license for any Documents and Data the subcontractor prepares under this
Agreement. Consultant represents and warrants that Consultant has the legal right to license any
and all Documents and Data. Consultant makes no such representation and warranty in regard to
Documents and Data which were prepared by design professionals other than Consultant or
provided to Consultant by the City. City shall not be limited in any way in its use of the Documents
and Data at any time, provided that any such use not within the purposes intended by this
Agreement shall be at City's sole risk.
9.3 Consultant's Books and Records. Consultant shall maintain an y and all ledgers.
books ofaccount, invoices, vouchers, canceled checks, and other records or documents evidencing
or relating to charges for the Services or expenditures and disbursements charged to City under
this Agreement for a minimum of three (3) years! or for any longer period required by law, from
thedateoffinal payment to Consultant under this Agreement. All such records shall be maintained
in accordance with generally accepted accounting principles and shall be clearly identified and
readily accessible.
9.4 Inspection and Audit of Records. An y records or documents that Section 9.3 ol
this Agreement requires Consultant to maintain shall be made available for inspection, audit,
and/or copying at any time during regular business hours, upon oral or written request of City.
Under Califomia Government Code Section 8546.7, if the amount ofpublic funds expended under
this Agreement exceeds TEN THOUSAND DOLLARS ($ 10,000.00), this Agreement shall be
subject to the examination and audit of the State Auditor, at the request of City or as part of any
audit ol City, for a period ofthree (3) years after final payment under this Agreement.
SECTION IO.MISCELLANEOUS PROVISIONS.
l0.l Attorne)is' Fees. Ifeither Party to this Agreement brings any action, including an
action for declaratory relief, to enforce or interpret the provision ofthis Agreement, the prevailing
Pa(y shall be entitled to reasonable attomeys' fees and expenses including costs, in addition to
any other relief to which that Party may be entitledl provided, however, that the anomeys' fecs
awarded pursuant to this Section shall not exceed the hourly rate paid by City for legal services
multiplied by the reasonable number ofhours spent by the prevailing Pa*y in the conduct ofthe
2671/0llE56-000t
7630421 2 soltlSi2O -ll-
litigation. The court may set such fees in the same action or in a separate action brought for that
purpose.
licable Law Venue The internal laws ofthe State of Calilornia shall govem
the interpretation and enforcement of this Agreement. [n the event that either Party brings any
action against the other under this Agreement, the Parties agree that trial of such action shall be
vested exclusively in Riverside County.
I 0.3 Severabilitv. If any provision of this Agreement is held invalid, the remainder of
this Agreement shall not be affected thereby and all other parts of this Agreement shall
nevertheless be in full force and effect.
10.4 Section Headines and Subheadines. The section headin gs and subheadings
containcd in this Agreement are included for convenience only and shall not limit or otherwise
affect the terms of this Agreement.
10.5 No Im lied W h. The waiver olan y breach ofa specific provision of
this Agreement does not constitute a waiver ofany other breach ofthat term or any other term of
this Agreement.
10.6 Successors and Assisns. The provisions ofthis Agreement shall inure to the benefit
of and shall apply to and bind the successors and assigns of the Parties.
10.7 Consultant Representative. All matters under this Agreement shall be handled for
Consultant by Carmen Kasner ("Consultant's Representative"). The Consultant's Representative
shall have lull authority to represent and act on behalf of Consultant for all purposes under this
Agreement. The Consultant's Representative shall supervise and direct the Services, using his
best skill and attention, and shall be responsible for all means, methods, techniques, sequences,
and procedures and for the satisfactory coordination of all portions of the Services under this
Agreement.
10.8 City Contract Administration. This Agreement shall be administered by a City
employee, Gina Gonzalez, Economic Development Director ("Contract Administrator"). All
correspondence shall be directed to or through the Contract Administrator or his designee. The
Contract Administrator shall have the power to act on behalf of City for all purposes under this
Agreement. Unless otherwise provided in this Agreement, Consultant shall not accept direction
or orders from any person other than the Contract Administrator or his designee.
10.9 Notices. Any written notice to Consultant shall be sent to:
NV5, Inc.
Attn: Carmen Kasner
15092 Avenue of Science, Suite 200
San Diego, CA 92128
Any written notice to City shall be sent to the Contract Administrator at:
10.2 A
2671/0I E58-0001
1630421 2 rol/13/20
City of Menifee
-12-
29844 Haun Road
Menifee, CA 92586
Attn: Gina Gonzalez, Economic Development Director
with a copy to:
City Clerk
City of Menifee
29844 Haun Road
Menifee, CA 92586
10.10 Professional Seal Where applicable in the determination of the Contract
Administrator, the first page ofa technical report, first page ofdesign specifications, and each page
of construction drawings shall be stamped/sealed and signed by the licensed professional
responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and
Signature of Registered Professional with report/design responsibility," as in the following
example.
Seal and Signature of Registered Professional with
report/design responsibility.
10.11 Riehts and Remedies. Exc ept with respect to rights and remedies expressly
declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative
and the exercise by either Party of one or more of such rights or remedies shall not preclude the
exercise by it, at the same or different times, of any other rights or remedies for the same default
or any other default by the other Party.
I 0.12 Integration. 'fhis Agreement, including the scope of services attached hereto and
incorporated herein as Exhibit A, represents the entire and integrated agreement between City and
Consultant and supersedes all prior negotiations. representationsr or agreements, either written or
oral. The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either Party by reason ofthe authorship of
this Agreement or any other rule ofconstruction which might otherwise apply.
10.13 Countemarts. This Agreement may be executed in multiple counterparts, each of
which shall be an original and all of which together shall constitute one agreement.
10.14 Execution ofContract. The persons executing this Agreement on behalfofeach of
the Parties hereto represent and warrant that (i) such Party is duly organized and existing, (ii) they
are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so
executing this Agreement, such Party is formally bound to the provisions of this Agreement, and
(iv) that entering into this Agreement does not violate any provision of any other Agreement to
which said Party is bound.
I 0. I 5 Nondiscrimination. Consultant covenants that, by and for itself, its heirs, executors,
assigns, and all persons claiming under or through them, that in the performance of this Agreement
-13-2671l03 tE5E-0001
1634421 2 a0t/t3/20
there shall be no discrimination against or segregation of, any person or group of persons on
account of any impermissible classification including, but not limited to, race, color, creed,
religion, sex, marital status, sexual orientation, national origin, or ancestry.
10.16 No Third Partv Beneficiaries. With the exception ofthe specific provisions set
forth in this Agreement, there are no intended third-party beneficiaries under this Agreement and
no such other third parties shall have any rights or obligations hereunder.
10.17 Nonliability of City Officers and Emolovees. No officer, official, employee, agent,
representative, or volunteer of City shall be personally liable to Consultant, or any successor in
interest, in the event olany default or breach by City or for any amount which may become due to
Consultant or to its successor, or for breach ofany obligation ofthe terms of this Agreement.
10.18 No Undue Influence. Consultant declares and warrants that no undue influence or
pressure is used against or in concert with any officer or employee of City in connection with the
award, terms or implementation olthis Agreement, including any method of coercion, confidential
financial arrangement, or financial inducement. No officer or employee of City shall receive
compensation, directly or indirectly, from Consultant, or from any officer, employee, or agent of
Consultant, in connection with the award ofthis Agreement or any work to be conducted as a result
olthis Agreement.
10.19 No Benefit to Arise to Citv Employees. No member, officer, or employee of City,
or their designees or agents, and no public official who exercises authority over or has
responsibilities with respect to this Agreement during his/her tenure or for one ( I ) year thereafter,
shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds
thereof, for the Services to be performed under this Agreement.
ISignatures on Following Page]
2671/03t858-000r
7610421 2 zot/13/20 -14-
IN WITNESS WHEREOF, the Parties hereto have executed and entered into this
Agreement as ofthe Effective Date.
CITY OT'MENIFEE CONST]LTANT
frtmn?cotnr.,1 ,
Rrmanai-G. villflCfi Mffig.,Carmen Kasner. Regional Chiel Executive
AttesI:
S hA.\\ar g. City CII1
\:
App to
Melching, City
I 1 0{fic.r
[Note:2 officer's signatures required if
Consultant is a corporation, unless provided
with a certificate of secrctary in-lieu].t orne
2671/Ol1858-0001
761042t.1a0t/ll/20 -15-
7
EXHIBIT A
SCOPE OP SERVICES
Services shall include, but are not limited to, City of Menifee Community Relations and Media
Services, in the not to exceed amount of FM THOUSAND DOLLARS AND ZERO
CENTS ($5,000.00) as further outlined in the following page(s).
2671l03t858-0001
1630421 1^0\/13/20
I]XHIBIl'A
NV5 Community Relations for the City of Menifee - Media Services
The NVs Community Relations team bring over 200 years of combined public outreach in infrastructure
design, environmental and construction programs. HavinB served public agencies nationwide, our Community
Relations team combine traditional public information and engagement services with modern technology
tools to reach all intended audiences in multiple languages and within diverse communities.
Our team implements proven strategic public engagement and award-winning communications programs for
public aBency programs by building support and community understanding for a smooth design and
construction process. From project conception, design, construction and post project wrap-up, we serve as a
liaison between the program team and the community to help even the most controversial program achieve
success with final construction achieving community understanding and support.
With an in-house team of dedicated Community Relations a nd Public Affairs professionals - most with over
20 years of experience each - includinB former journalists, elected official staff and agency representatives.
We offer bilingual and bicultural outreach services (with native speakers) who can assure the community
feels respected and valued as important information is shared and affected homeowners are always kept up
to date.
We will apply our demonstrated experience to create abstract stories that are clear, succinct, well-written,
on-message and engaging. We can also assist in developing and recommending topics, messaging and
corresponding visuals.
Our Media Relations services have been proven for cities of all sizes, and can be provided on an as needed
manner to create compelling and informative content as pro.iects develop. We are always on hand 24/7 lo
support our clients-which is crucial for meeting the needs of media and local governments.
Below are exomples ol CtP and Economic Development specilic media support tor the Cities ol Corlsbad,
Chuto Visto ond Oceonside - trucked on social medio os #LilelnAdion #THtsischulo #CvMeosureP and
#Greenoceonside.
ln oddition, NVS mdndges oll communicotions ond community outreach lot the Mo n County RVSD wherc
extensive w ting is ptovided ,ot otl news rcleases ond the monthty oenerot Monoget Eultetin.
httos://www.chulavistaca.eo de oa rtments/Dublic-works/inf rastructure
httos://twitter.com/nbcsand status/1 116404587965 148608
https://carlsbadlifeinaction.com/ceo-orofile-tim-huckabv- interknowtopv,/
httos://carlsbadlifeinaction.com/ceo-profile-chris-birchbv-coola-suncare/
httD://www.sandieeom zine.com/Podcasts/Fall2019/How-the-Citvof -Oceans ide-is-Usins-an-lnnovative-
httos://www.rvsd.orpl224 /District-News-GM- Bulletin
Kitchen-in-the-Fiqht-ARainst-Food-Waste/
Nvs Team Bios, Rates & Resumes
Project Manager
Assistant Proiect Manager
Media Specialist
Account Coordinator
Graphic Design
strategic Advisor
Events and outreach Specialist
Community Relations Specialist
Environmental and Community Relations specialist
Account Administration and Support
S160
513s
s120
Sss
Stoo
s16s
S13s
s12s
S13s
S7s
Teresa Leader-Anderson, Media Specialist - Teresa has over 20 years of public relations, media relations and
public outreach experience serving organizations, cities and government agencies that include the City of 5an
Diego, City of oceanside and Padre Dam Municipal Water District.
Jenna Brossman - Media Specialist - Jenna is a public relations and marketing professional with more than
10 years of experience in the communications field. Jenna grew up in the Menifee area and has worked both
in-house and at agencies, creating and manaBing integrated media outreach and engagement campaiEns for
a varlety of clients, exceeding goals and client expectations. Jenna earned her Bachelor's Degree in
Journalism (with an emphasis in Public Relations) from San Diego State University and an Associate's Degree
in Television, Film and New Media from Saddleback College. She is a san Diego Press Club Board Member,
completed LEAD San Diego in 2018 and was named one of SD Metro',s 2019 Top MarketinS Executives.
Lawrence McGuire, Asslstant Project Manager - Lawrence brings more than 20 years of experience
developing and managing communication and public outreach programs. He currently manages public
outreach for Ross Valley Sanitary District in a SIOOM+ CIP program. He has prepared and administered
proiect scopes and budBets, supervised creative and project support staff, worked with project teams,
agencies, community memhers, elected officials, media and key stakeholders. Lawrence also worked for the
City of San Diego, as well as a PIO for other large cities like the City of Seattle.
Susan Duffet, Graphic Design - Susan is a graphic design professional, specializing in branding and
community relations. She has graphically designed countless materials for public agencies and speciali2es in
logo designs, brochures, marketinB and signage for public agencies and commercial developments.
wanda Wease, Communlty Relations Support - Wanda is an award-winning expert of integrated
communications, with more than a decade of comprehensive leadership in public relations, branding and
marketing, as well as event planning for clients in a variety of industries including real estate, Eovernmental
organizations, food and beverage, consumer products and facility services companies,
Gabriela Dow. Proiect Manater - Direct (8581 735-2922 - sabriela.dow@nvs.com
Gabriela is a communications specialist with over 25 years of experience in public affairs and media relations
Her expertise is in development of communications strategles and programs, public engagement,
message/collateral development, events management, media relations and incorporation of digital/social
media technology.
Rebecca cole, community Relations StrateSist - Rebecca has over 22 years of experience managing
community relations for infrastructure improvement and water resource pro8rams. She has developed and
implemented award-winning public affairs programs and has worked on some of the most controversial
infrastructure projects in the state, combining traditional means with cutting ed8e technology to reach
diverse stakeholders.
Wendy Hovland-Henry, Community Relations Specialist - Wendy
has more than 23 years of communications pro8ram experience
specializing in the development and implementation of community
outreach and public involvement programs for Bovernment
agencies. Wendy was a City of San DieBo staffer in the CIP Utilities
division, and she brings expertise in communicating about water,
stormwater and wastewater, working with stakeholders, multi-
agency coordination and community involvement.
Rachel Kulis, Community Relations support - Rachel has 17 years
of experience, specializing in the development and
implementation of award-winning public involvement and
marketing programs for government agencies and not-for-profit
agencies. She plans and implements comprehensive
communications campaigns.
NV5 Community Relations References
Ir(\ \
rt,
atl
he'{L .' ,r:1
la
I
a
T
City of
Chula Vista
276 Fourth Ave.,
Chula Vista, CA
91910
Anne Steinberger,
Marketing and
Communications
Manager
619.409.5446,
ASteinberger@
ch u lavistaca.gov
. Measure P lnfrastructure
Outreach and Public
lnformation. Branding and
Awareness Campa ign. Press Releases
Ross
Valley
Sanitary
District
(RVSD)
2960 Kerner
Blvd.
san Rafael, CA
94901
Felicia Newhouse,
lnterim General
ManaBer
(41s) 870-9761
fnewhouse@rvsd.org
. CIP Outreach and Public
Engagement. Construction and
Community Relations
. Media, Advertising
and CIP outreach. Website development
City of Carlsbad . LifelnAction Econ Dev
outreach. Sustainable Mobility Plan
public engagement. Community Relations. Economic Development
and Public Outreach
1200 Carlsbad
Village Dr,
Carlsbad, CA
92008
Kristina
Ray,
Communica
tio ns
ManaBer
760.434.2957,
kristina.ray@
carlsbadca.gov
Mailint
Address
Client Name Contact Name Phone and Email Services Provided
,a
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