Agenda packet — Menifee City Council, May 21, 2025 (part 3 of 3)

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estimated to receive approximately $2,926,976 in RMRA funds. These funds are proposed to be used to support the following list of proposed projects included in the City’s FY 2025/2026 Capital Improvement Program budget:

1.FY 2025/2026 Local Road AC Resurfacing Program - This project proposes to rehabilitate various existing roads by performing a grind and overlay using the Asphalt Rubber Aggregate Membrane (ARAM) method, capped with a 1.5” layer of asphalt hot mix; a road reconstruction is proposed on Briggs Road which would re-construct the base and Asphalt Concrete sections. Additionally, the project proposes upgrading existing curb ramps to current standards and re-stripe the roadway as needed. The project work locations vary amongst local streets within the City of Menifee. The following streets would be resurfaced under this project: Holland Road – Murrieta Rd to Western City Limits, Briggs Road – Scott Road to Southern City Limits, Shadow Mountain Trail, Moonrise Way, and First Star Court. Construction is estimated to begin in February 2026 and be completed by June 2026. This project would have a useful life of 15 years for rehabilitated roads and 20 years for reconstructed roadways.

2.FY 2025/2026 Slurry Seal Resurfacing Program – This project proposes to resurface existing roadways in good condition with a type II slurry seal to prolong their useful life.

The project work locations vary amongst local streets within the City of Menifee. The following streets would be resurfaced under this project: Blue Cedar Drive, Flaxleaf Drive, Winter Fir Drive, Rim Creek Path - Blue Cedar Dr to end of road, Golden Rain Drive – Rim Creek Path to Bramble Wood Cir, Carob Tree Circle – Rim Creek Path cul-de-sac (CDS), Bramble Wood Circle – Blue Cedar Dr to CDS, Briarwood Circle – Golden Rain Dr CDS, Lilac View Circle – Golden Rain Dr CDS, Aleppo Pine Circle – Golden Rain Dr CDS, Midsummer Lane - Menifee Rd to Palomar Rd, Amborella Way - Midsummer Ln to Thorn Tree Wy, Thorn Tree Way - Amborella Wy to Midsummer Ln, Autumn Sunset Way - Holland Rd to Heather Green Wy, Country Rose Lane – Eastside of Autumn Sunset Wy CDS, Country Rose Lane – Westside of Autumn Sunset Wy CDS, Heather Green Way - Palomar Rd to Autumn Sunset Wy, and Heather Green Way - Autumn Sunset Wy CDS.

Construction is estimated to begin in April 2026 and be completed by June 2026. This project would have a useful life of five to seven years.

3.Newport Road Raised Medians – Bradley Rd to Winter Hawk Rd – This project proposes to construct a concrete raised median on Newport Road from Bradley Road to Winterhawk Drive to address safety issues resulting from uncontrolled left turns on this six-lane high speed corridor. The project would address critical safety needs on the local streets and roads system. Construction is estimated to begin in March 2026 and be completed by June 2026.

4.Beth Drive Street Improvements – This project proposes to rehabilitate a deteriorating section of Beth Drive by replacing existing pavement and AC dyke with a concrete curb and gutter to prevent further road damage. Construction is estimated to begin in March 2026 and be completed by June 2026.

Item Title: 10.7
Fiscal Year 2025/2026 Senate Bill 1 List of Projects
Item Page Number: 2

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May 21, 2025
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City of Menifee Staff Report
FY2025/26 SB1 Project List
May 21, 2025

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STRATEGIC PLAN OBJECTIVE
Connectivity and Mobility

FISCAL IMPACT
There is no fiscal impact associated with the recommended action. The City would receive funding through RMRA for the completion of the proposed projects in the estimated amount of $2,926,976.

The budgeted revenue and expenditures would be presented as part of the biennial budget FY 2025/2026 and FY 2026/2027 adoption at the June 18, 2025, City Council meeting. Additional funding to finance said projects would be budgeted from the City’s FY 2025/2026 Pavement Management Program funds.

ATTACHMENTS

1. Resolution
Item Title: 10.7
Fiscal Year 2025/2026 Senate Bill 1 List of Projects
Item Page Number: 3

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1 RESOLUTION NO. 25-___

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENIFEE,

CALIFORNIA ADOPTING A LIST OF PROJECTS FOR FISCAL YEAR
2025/2026 FUNDED BY SENATE BILL 1: THE ROAD REPAIR AND
ACCOUNTABILITY ACT OF 2017
WHEREAS, Senate Bill 1 (SB 1), the Road Repair and Accountability Act of 2017 (Chapter 5, Statutes of 2017) was passed by the Legislature and signed into law by the Governor in April 2017 to address the significant multi-modal transportation funding shortfalls statewide; and WHEREAS, SB 1 includes accountability and transparency provisions that will ensure the residents of our City are aware of the projects proposed for funding in our community and which projects have been completed each fiscal year; and
WHEREAS, the City must adopt, by resolution, a list of projects proposed to receive fiscal year funding from the Road Maintenance and Rehabilitation Account (RMRA), created by SB 1, which must include a description and the location of each proposed project, a proposed schedule for the project’s completion, and the estimated useful life of the improvement; and WHEREAS, the City will receive an estimated $2,926,976 in RMRA funding in Fiscal Year (FY) 2025/2026 from SB 1; and
WHEREAS, this is the ninth year in which the City is receiving SB 1 funding and will enable the City to continue essential road maintenance and rehabilitation projects, safety improvements, repairing and replacing aging bridges, and increasing access and mobility options for the traveling public that would not have otherwise been possible without SB 1; and WHEREAS, the City has undergone a public process through one public Capital Improvement Program workshop where pavement management projects were discussed to ensure public input into our community’s project list; and WHEREAS, the City used a Pavement Management System to develop the SB 1 project list to ensure revenues are being used on the most high-priority and cost-effective projects that also meet the communities priorities for transportation investment; and WHEREAS, the funding from SB 1 will help the City maintain and rehabilitate arterial and residential road segments and support the FY 2025/2026 Citywide Pavement Management Program by resurfacing existing deteriorated roads throughout the City and construct a concrete raised median on Newport Road from Bradley Road to Winterhawk Drive to address safety; and WHEREAS, the 2021 California Statewide Local Streets and Roads Needs Assessment found that the City’s streets and roads are in an “good” condition and this revenue would assist in maintaining the overall quality of the City’s road system over the next decade; and Item Title: 10.7
Fiscal Year 2025/2026 Senate Bill 1 List of Projects
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1 WHEREAS, the SB 1 project list and overall investment in our local streets and roads infrastructure with a focus on basic maintenance and safety, investing in complete streets infrastructure, and using cutting-edge technology, materials and practices, will have significant positive co-benefits statewide.

NOW, THEREFORE IT IS HEREBY RESOLVED, ORDERED AND FOUND by the City Council of the City of Menifee, State of California, as follows:

1. The foregoing recitals are true and correct.

2. The following list of newly proposed projects will be funded in-part or solely with FY 2025/2026 RMRA revenues:
•FY 2025/2026 Local Road AC Resurfacing Program - This project proposes to perform a header grind and resurface existing residential streets using the Asphalt Rubber Aggregate Membrane (ARAM) method, capped with a thin layer of asphalt hot mix.

Additionally, the project proposes to upgrade existing curb ramps to current standards and re-stripe the roadway. The project work locations vary amongst local streets within the City of Menifee. Construction is estimated to begin in February 2026 and be completed by June 2026. This project would have a useful life of 15 years for rehabilitated roads and 20 years for reconstructed roadways.
•FY 2025/2026 Slurry Seal Resurfacing Program – This project proposes to resurface existing roadways in good condition with a type II slurry seal to prolong their useful life.

The project work locations vary amongst local streets within the City of Menifee.

Construction is estimated to begin in April 2026 and be completed by June 2026. This project would have a useful life of five to seven years. •Newport Road Raised Medians – Bradley Rd to Winter Hawk Rd – This project proposes to construct a concrete raised median on Newport Road from Bradley Road to Winterhawk Drive to address safety issues resulting from uncontrolled left turns on this six-lane high speed corridor. The project would address critical safety needs on the local streets and roads system. Construction is estimated to begin in March 2026 and be completed by June 2026.
•Beth Drive Street Improvements – This project proposes to rehabilitate a deteriorating section of Beth Drive by replacing existing pavement and AC dyke with a concrete curb and gutter to prevent further road damage. Construction is estimated to begin in March 2026 and be completed by June 2026.

Item Title: 10.7
Fiscal Year 2025/2026 Senate Bill 1 List of Projects
Item Page Number: 5

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1 PASSED, APPROVED, AND ADOPTED this 21st day of May 2025. __________________________
Ricky Estrada, Mayor
Attest:
___________________________
Stephanie Roseen, City Clerk
Approved as to form:
___________________________
Jeffrey T. Melching, City Attorney
Item Title: 10.7
Fiscal Year 2025/2026 Senate Bill 1 List of Projects
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CITY OF MENIFEE
SUBJECT: Agreement of Purchase and Sale for the Acquisition of Real Property to be Designated as Open Space for Parks, Trails and Recreation
MEETING DATE: May 21, 2025
TO: Mayor and City Council
PREPARED BY: Rebekah Kramer, Deputy City Manager
REVIEWED BY: Bryan Jones, Assistant City Manager
APPROVED BY: Armando G. Villa, City Manager
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RECOMMENDED ACTION

1. Approve and authorize the City Manager to execute a Purchase and Sale Agreement for real property known as Menifee Hills consisting of 19 parcels generally located west of Menifee Road, north of Aldergate Drive, east of Antelope Road, and south of McCall Boulevard to be designated as open space for parks, trails and recreational purposes in an amount not-to- exceed $1,150,000; and

2. Authorize the City Manager to execute the Agreement of Purchase and Sale and Escrow Instructions, and to execute any additional documents required for the acquisition of the real property (APNs) 333-210-019, 333-210-020, 333-210-017, 333-210-014, 333-210-015, 333- 210-016, 333-210-013, 333-220-019, 333-220-017, 333-220-018, 333-220-013, 333-220-008, 333-220-009, 333-220-005, 333-220-007, 333-220-010, 333- 220-011, 333-220-012, and 333-220-006; and

3. Adopt a budget amendment resolution for the Trust Fund approving an increase in revenue and appropriation of expenditures in the amount of $1,164,540 (Transfer Out); and

4. Adopt a budget amendment resolution to the General Fund approving an increase in revenue (Transfer In) and appropriation of expenditures in the amount of $1,164,540 to account assigned by the Finance Department.

DISCUSSION
The City Council has established the acquisition of land, for the purpose of providing for parks, trails and open spaces to enhance the quality of life for Menifee residents, as a priority in both the City’s adopted Strategic Plan and Parks Master Plan. The City currently has 47 parks comprised Item Title: 10.8
Agreement of Purchase and Sale for the Acquisition of Real Property to be Designated as Open Space for Parks, Trails and Recreation
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City of Menifee Staff Report
Purchase Agreement - Open Space for Parks, Trials and Recreation May 21, 2025

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of 22 city-owned and maintained parks and 25 parks maintained by Valley-Wide Recreation and Park District. With continued population growth, it is important that the City take advantage of opportunities to expand access to parks, trails and open spaces to improve the quality life for Menifee residents. To this end, the City has been presented with an opportunity to acquire 19 parcels totaling approximately 398 acres of open space on the east side of the City generally located west of Menifee Road, north of Aldergate Drive, east of Antelope Road, and south of McCall Boulevard. The purchase price of the 19 parcels that make up the land acquisition is $1,150,000, which is below market value and will provide Menifee residents with additional open space that can be used for a variety of outdoor recreational activities.

In early 2022, the City received one-time community benefit funding as part of the Commerce Pointe Development Agreement (DA) for public facilities. The Menifee Hills property offers a rare opportunity to secure a significant amount of open space at a competitive price, using one-time funding from a development agreement. This investment would not only help close the parkland gap but also advance key Strategic Plan goals related to placemaking, social infrastructure, and equitable access to recreational opportunities across the City. The Menifee Hills are visible for miles around and offer panoramic views of the valley presenting additional opportunities for eco- tourism and active recreational tourism, such as hiking and mountain biking, contributing to the development of the City’s unique identity and thriving economy, and putting Menifee of the map.

The proposed acquisition of 398 acres, known as Menifee Hills, directly supports the City’s adopted 2023 Parks Master Plan, which identifies open space preservation and land acquisition as essential strategies to meet long-term park and recreation needs. With the City’s population expected to continue to grow, and current parkland levels at 2.6 acres per 1,000 residents, which is well below the City’s adopted goal of 5 acres per 1,000, there is a clear and growing need to expand Menifee’s park and open space system. The Parks Master Plan reflects strong community interest in more trails, natural areas, and outdoor recreation opportunities, especially in areas with limited access to City-owned amenities. Strategy 5: Trails, Connectivity, and Open Space specifically calls for the City to preserve large open space corridors that support hiking, passive recreation, and environmental stewardship. It is also important to note that the location of the site presents an opportunity to support the extension of the Salk Creek Trail between Antelope Road and Aldergate Drive. Upon approval of the land acquisition, City staff would assess the identified parcels to evaluate opportunities for site improvements that will enhance outdoor recreational activities.

STRATEGIC PLAN OBJECTIVE
Community Engagement and Social Infrastructure

FISCAL IMPACT
The total fiscal impact of the proposed Agreement for the acquisition of property, identified as APNs 333-210-013, 014, 015, 016, 017, 019, 020; 333-220-005, 006, 007, 008, 009, 010, 011, 012, 013, 017, 018, and 019 is for the total amount not-to-exceed $1,164,540, which includes all acquisition and related closing costs.

Item Title: 10.8
Agreement of Purchase and Sale for the Acquisition of Real Property to be Designated as Open Space for Parks, Trails and Recreation
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City of Menifee Staff Report
Purchase Agreement - Open Space for Parks, Trials and Recreation May 21, 2025

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Funding for the Agreement is available within the Trust Fund which holds a balance of $2,150,000 received by the Commerce Pointe Development Agreement No. 2012-116 collected in 2022 for purposes of a public facility. The proposed Agreement is an eligible expense under the Commerce DA. Accordingly, $1,164,540 from the $2,150,000 held in trust will be recognized as revenue in the Trust Fund (8350-438851). The funding would then be transferred out of the Trust Fund (8350- GSD-901100) and transferred into the General Fund (1100-808350). The corresponding expenditures would be appropriated within the General Fund to acquire the land (1100-GSD- 660040) for the Project, as summarized in Table 1 below.

TABLE 1 – PROJECT BUDGET SET-UP
Fund Account Description Account# Revenue
Budget
Expenditure
Budget
Trust Fund Revenue - Commerce DA 438851 $1,164,540
Trust Fund Transfer Out 901100 $1,164,540
General Fund Transfer In 808350 $1,164,540
General Fund Expenditure - Land 660040 $1,164,540
Following acquisition of the identified parcels, City staff would further assess opportunities to make enhancements that will support both the City’s Strategic Plan and Parks Master Plan. Any proposed improvements would be presented for consideration as part of a future update to the City’s Capital Improvement Program. Ongoing property maintenance costs would be evaluated and integrated into the Community Services Department operating budget in future fiscal years.

ATTACHMENTS

1. Property Location Map

2. Purchase and Sale Agreement

3. Budget Amendment Resolution - Trust Fund

4. Budget Amendment Resolution – General Fund
Item Title: 10.8
Agreement of Purchase and Sale for the Acquisition of Real Property to be Designated as Open Space for Parks, Trails and Recreation
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Item Title: 10.8
Agreement of Purchase and Sale for the Acquisition of Real Property to be Designated as Open Space for Parks, Trails and Recreation
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}
AGREEMENT FOR PURCHASE AND SALEOF REAL PROPERTY AND ESCROW INSTRUCTIONSThis Agreement for Purchase and Sale of Real Property and Escrow Instructions (this “Agreement”) is entered into on ____________, 2025 (“Effective Date”) by and between the CITY OF MENIFEE, a California Municipal Corporation (“City”), and (i) Martin Nicholas and Sharon Nguyen Nicholas, (ii) Jun Yokota and Toshiko Yokota, Trustees of The Yokota Family Trust dated August 25, 2000, (iii) Mei Chu Chung, (iv) Sue Mei Chen, (v) Chin Yen (“Andy”) Hung, and (vi) Ted Hung as co-owners (collectively and joint and severally, “Seller”). Emerald Escrow, with its office located at 2275 S Main Street, Suite 101A Corona CA 92882, is designated to act as Escrow Holder (“Escrow Holder”).RECITALS:A.Seller is the vested owner of an undivided interest approximately three hundred ninety eight (398) acres of unimproved, vacant, real property in the City of Menifee, California bearing Assessor Parcel Numbers (APNs) 333-210-019, 333-210-020, 333-210-017, 333-210-014, 333-210-015, 333-210-016, 333-210-013, 333-220-019, 333-220-017, 333-220-018, 333-220-013, 333-220-008, 333-220-009, 333-220-005, 333-220-007, 333-220-010, 333-220-011, 333-220-012, and 333-220-006 and legally described on Exhibit A attached hereto and incorporated herein by this reference (“Property”). B.Seller and the City agree to cooperate in Seller’s sale and the City’s purchase of the Property pursuant to the terms set forth herein. NOW, THEREFORE, the parties agree as follows: TERMS AND CONDITIONS1.PURCHASE AND SALE OF PROPERTY. 1.1Purchase and Sale. Upon the terms and conditions set forth in this Agreement, City hereby agrees to purchase from Seller, and Seller agrees to sell to City the Property. 1.2Property Unoccupied. Seller represents and warrants to City that the Property is not leased and is unoccupied as of the Agreement Date. Seller covenants and agrees to not allow the Property to be occupied or used for any purpose, or to enter into a lease of all or any portion of the Property. 2.OPENING OF ESCROW. Within three (3) business days of execution of this Agreement, the Parties shall open an escrow (“Escrow”) with Escrow Holder by causing an executed copy of this Agreement together with a deposit of One Thousand Dollars ($1,000) (“Deposit”) which shall be paid by the City to be delivered to Escrow Holder. Escrow shall be deemed open on the date that a fully executed copy of this Agreement is delivered to Escrow Holder and accepted by Escrow Holder as evidenced by Escrow Holder’s execution of this Agreement (“Opening of Escrow”).

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3.PURCHASE PRICE. 3.1Purchase Price. Subject to the terms of this Agreement, City hereby agrees to purchase the Property from Seller and Seller agrees to sell the Property to City, for the purchase price of One Million One Hundred Fifty Thousand Dollars and Zero Cents ($1,150,000.00) (the “Purchase Price”). 3.2Payment of Purchase Price. No later than one (1) business day preceding Close of Escrow, City shall deposit the Purchase Price, less the Deposit, plus any additional costs with Escrow Holder in “good funds” which is defined to mean a wire transfer of funds, cashier’s or certified check drawn on or issued by the offices of a financial institution located in the State of California, or cash. 3.3Purchase Price is All Inclusive. The Parties agree that the Purchase Price constitutes full and just compensation for the Property and is inclusive of Seller’s interest in the Property and any rights or obligations which exist or may arise out of the acquisition of the same, including, without limitation, Seller’s fee interest in the Property, costs, interest, attorneys’ fees, and any claim whatsoever of Seller which might arise out of or relate to, in any respect, the acquisition of the Property by the City. 4.ADDITIONAL FUNDS AND DOCUMENTS. 4.1Seller. Seller agrees that on or before 12:00 noon one (1) business day prior to the Closing Date (defined below), Seller will deposit with Escrow Holder such funds and other items and instruments (executed and acknowledged, if appropriate) as may be necessary in order for the Escrow Holder to comply with this Agreement, including, without limitation:a)Executed and recordable grant deed in the form attached hereto as Exhibit B (“Grant Deed”). b)A Non-Foreign Affidavit (“Non-foreign Affidavit”). c)All applicable state and federal tax documents as required by law. d)Any documents necessary for the Title Company (defined below) to issue the Title Policy (defined below). e)Such funds and other items and instruments as may be necessary in order for Escrow Holder to comply with this Agreement. 4.2City. City agrees that on or before 12:00 noon one (1) business day prior to the Closing Date, City will deposit with Escrow Holder all additional funds and/or documents (executed and acknowledged, if appropriate) which are necessary to comply with the terms of this Agreement, including, without limitation:a)A Preliminary Change of Ownership Statement completed in the manner required in Riverside County. f)Certificate of Acceptance in the form attached to the Grant Deed (“Certificate of Acceptance”). g)Such funds and other items and instruments as may be necessary in order for Escrow Holder to comply with this Agreement.

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5.CLOSING DATE; TIME IS OF ESSENCE. 5.1Closing Date. Escrow shall close as soon as practicable but in no event later than twenty-one (21) days from the Opening of Escrow (“Closing Date”), unless otherwise extended in writing by the parties. The terms “Close of Escrow” and/or “Closing” are used herein to mean the date that the Grant Deed together with the Certificate of Acceptance are filed for recording by the Escrow Holder in the Official Records in accordance with the terms of this Agreement. 5.2Time is of Essence. Time is of the essence. Unless otherwise expressly provided in this Agreement, any reference in this Agreement to time for performance of obligations or to elapsed time shall mean Pacific Standard Time and time periods shall mean consecutive calendar days, months or years, as applicable. 6.TITLE POLICY. 6.1Title Policy; Possession. (a)Preliminary Title Report. Within two (2) days of Opening of Escrow, Seller shall deliver a completed statement of information to Escrow. Promptly following execution of this Agreement but, in no event later than five (5) days following Opening of Escrow, a preliminary title report shall be issued by Lawyer’s Title located at 301 E Vanderbilt Way, Suite 300, San Bernardino CA 92408, Title Officer Anna Pathe ([email protected]) (“Title Company”), describing the state of title of the Property, together with copies of all exceptions listed therein and a map plotting all easements specified therein (“Preliminary Title Report”). Within five (5) days after City’s receipt of the Preliminary Title Report, City shall notify Seller in writing (“City’s Title Notice”) of City’s disapproval of any matters contained in the Preliminary Title Report (“Disapproved Exceptions”). Notwithstanding anything to the contrary herein, City shall be deemed to have automatically objected to all deeds of trust, mortgages, judgment liens, federal and state income tax liens, delinquent general and special real property taxes and assessments and similar monetary encumbrances affecting the Property, and Seller shall discharge any such non-permitted title matters of record prior to or concurrently with the Close of Escrow. (b)Approval Process. In the event City delivers City’s Title Notice within said period, Seller shall have a period of three (3) days after receipt of City’s Title Notice in which to notify City of Seller’s election to either (i) agree to attempt to remove the Disapproved Exceptions prior to the Close of Escrow; or (ii) decline to remove any such Disapproved Exceptions (“Seller’s Notice”). If Seller fails to respond to City’s Title Notice within the three (3) day period provided herein, Seller shall be deemed to have declined to remove the Disapproved Exceptions. If Seller declines to remove the Disapproved Exceptions, is deemed to have declined to remove the Disapproved Exceptions, or is unable to remove the Disapproved Exceptions, City may elect either to terminate this Agreement and the Escrow or to accept title to the Property subject to the Disapproved Exception(s). City shall exercise such election by delivery of written notice to Seller and Escrow Holder within five (5) days following the earlier of Docusign Envelope ID: D0C13E3A-B9A2-479D-9C09-2D0A6B9674A4 Item Title: 10.8
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(i) the date of written notice from Seller that such Disapproved Exception(s) cannot be removed; or (ii) the date Seller declines to remove such Disapproved Exception(s). (c)Supplemental Report. Upon the issuance of any amendment or supplement to the Preliminary Title Report which adds additional exceptions, the foregoing right of review and approval shall also apply to said amendment or supplement.(d)Issuance of Title Policy. Title Company shall be irrevocably committed to issue, at the Closing, its standard coverage owner’s title insurance policy in a form satisfactory to the City, with liability equal to the Purchase Price, showing fee title to the Property vested in the City, free and clear of any and all tenancies and/or rights of third parties affecting all or any portion of the Property, subject only to the exceptions approved by the City (“Title Policy”).6.2Possession. Possession and occupancy shall be delivered by Seller to City no later than 5:00 p.m. on the Closing Date free and clear of all tenancies and claims of occupancy or ownership known to Seller. Seller may elect to remove any personal property (not included in the transfer) from the Property prior to the Closing Date. Any and all personal property remaining at the Property at Closing shall be deemed transferred to City as part of the sale. 7.DUE DILIGENCE. 7.1Due Diligence. For a period of fifteen (15) days following the Opening of Escrow (“Due Diligence Period”), City shall have the right to review and inspect the Property and the NHD Report (defined below). Seller grants to City, its agents and employees, upon reasonable notice to Seller, a limited license to enter the Property for the purpose of conducting such due diligence as reasonably required by City at City’s sole cost and expense. As a condition to City’s entry and inspection, City shall keep the Property free and clear of all materialmen’s liens, lis pendens or any other liens arising out of the entry and any work performed under this Agreement. City shall notify Seller in writing (“City’s Due Diligence Notice”) on or before the expiration of the Due Diligence Period of City’s approval of the condition of the Property, which approval may be withheld in City’s sole discretion. 7.2NHD Report. Upon Opening of Escrow, Escrow Holder shall order a natural hazard disclosure report from Disclosure Source (“NHD Report”) for the approval of City within three (3) days of receipt. The cost for the NHD Report (which NHD Report is a requirement for all residential property sales in the State of California) of one hundred dollars ($100) will be paid from Seller’s proceeds at closing. 8.CONDITIONS PRECEDENT TO CLOSE OF ESCROW. 8.1Conditions to City’s Obligations. The obligations of City under this Agreement shall be subject to the satisfaction or written waiver, in whole or in part, by City of each of the conditions precedent set forth below. If any such condition is not satisfied or waived by City at or prior to the Close of Escrow for any reason other than a default by City, City may, in its sole discretion and without limiting any of City’s legal remedies or remedies under this Agreement, terminate this Agreement by written notice to Seller:

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a)Title Company will issue the Title Policy. h)City has approved all due diligence matters (defined in Section 7.1) on or before the Due Diligence Date. i)All Seller’s representations and warranties in Section 9 are true and correct. j)Upon receipt of the NHD Report, City has not exercised its statutory rights of rescission. k)Escrow Holder holds and will deliver to City the instruments and funds, if any, accruing to City pursuant to this Agreement. l)There shall exist no pending or threatened actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, against Seller that would materially and adversely affect Seller’s ability to unconditionally perform its obligations under this Agreement.m)The City Council of the City of Menifee has approved the terms of this Agreement consistent with Section 15.15 hereof. n)Seller is not in default under this Agreement. 8.2Condition to Seller’s Obligations. The obligations of Seller under this Agreement shall be subject to the satisfaction or written waiver, in whole or in part, by Seller of the following conditions precedent: a)Escrow Holder holds and will deliver to Seller the instruments and funds accruing to Seller pursuant to this Agreement. o)City is not in default under this Agreement. 9.REPRESENTATIONS, WARRANTIES, AND COVENANTS. Seller represents, warrants, and covenants to City, each of which is true in all respects as of the Effective Date and shall be true in all respects on the date of Close of Escrow on the Property: a)The partnership identified in the preamble is duly organized and existing. b)Seller owns and holds title to the Property. c)Seller has the legal power, right, and authority to execute, deliver, and perform Seller’s obligations under this Agreement and the documents executed and delivered by Seller pursuant hereto. d)The entering into this Agreement does not violate any provision of any other agreement to which Seller is bound.e)Except as set forth in the Preliminary Title Report, there are no financial obligations secured by trust deeds, mortgages, financing statements, security agreements or otherwise, against the Property.f)Except as set forth in the Preliminary Title Report, there are no oil, gas, geothermal and/or mineral leases, licenses, options, rights of first refusal, and/or contracts to sell, affecting the mineral rights associated with the Property, or other parties currently in possession, of the said interests on the Property.g)There are no outstanding utility type bills on the Property.

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h)There are no outstanding offers to purchase or rights of first refusal on the Property.i)There is no tenant, guest, or other third party in occupancy of the Property. b)There are no contracts, leases, covenants, property restrictions, liens, repairs, violations, claims or rights affecting the Property and no agreements entered into by or under Seller that shall survive the Close of Escrow. c)Seller has received no notice and/or has no knowledge that any governmental authority or any employee or agent thereof considers the present or proposed operation, use or ownership of the Property to violate or have violated any ordinance, rule, law, regulation or order of any government or agency, body or subdivision thereof, or that any investigation has been commenced or is contemplated respecting such possible violations. d)No construction or repair work has been done on the Property within six (6) months from the Effective Date. e)To the best of Seller’s knowledge, there are no Hazardous Materials present on the Property, or any portion thereof, and Seller has not been advised or notified by any third parties, prior owners of the Property, or any federal, state or local governmental agency, of the presence of any Hazardous Materials on the Property.f)During the term of the Agreement, Seller shall maintain the Property in not less than the state of repair existing on the Effective Date, Seller shall not convey, grant, lease, rent, license, assign, mortgage, hypothecate, encumber, or otherwise transfer (on or off record) the Property or any interest therein to any party other than City, Seller shall not alter the physical condition of the Property or knowingly introduce or release, or permit the introduction or release, of any Hazardous Material in, from, under, or on the Property, and shall maintain up until the Closing, Seller’s existing insurance on the Property. As used in this Agreement, the term “Hazardous Material(s)” includes, without limitation, any hazardous or toxic material, substance, irritant, chemical, or waste, including without limitation (a) any material defined, classified, designated, listed or otherwise considered under any Environmental Law, including, without limitation, as defined in California Health & Safety Code Section 25260, as a “hazardous waste,” “hazardous substance,” “hazardous material,” “extremely hazardous waste,” “acutely hazardous waste,” “radioactive waste,” “biohazardous waste,” “pollutant,” “toxic pollutant,” “contaminant,” “restricted hazardous waste,” “infectious waste,” “toxic substance,” or any other term or expression intended to define, list, regulate or classify substances by reason of properties harmful to health, safety or the indoor or outdoor environment, (b) any material, substance or waste which is toxic, ignitable, corrosive, reactive, explosive, flammable, infectious, radioactive, carcinogenic or mutagenic, and which is or becomes regulated by any local governmental authority, any agency of the State of California or any agency of the United States Government, (c) asbestos, and asbestos containing material, (d) oil, petroleum, petroleum based products and petroleum additives and derived substances, (e) urea formaldehyde foam insulation, (f) polychlorinated biphenyls (PCBs), (g) freon and other chlorofluorocarbons, (h) any drilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources, (i) mold, fungi, viruses or bacterial matter, and (j) lead-based paint.

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As used in this Agreement, the term “Environmental Laws” means any and all federal, state and local laws, statutes, ordinances, orders, rules, regulations, guidance documents, judgments, governmental authorizations, or any other requirements of governmental authorities, as may presently exist, or as may be amended or supplemented, or hereafter enacted, relating to the presence, release, generation, use, handling, assessment, investigation, study, monitoring, removal, remediation, cleanup, treatment, storage, transportation or disposal of Hazardous Materials, or the protection of the environment or human, plant or animal health, including, without limitation, the following statutes and their underlying regulations, as they have been amended from time to time, and the following referenced common laws: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 (42 U.S.C. §§ 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. §§ 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), the Oil Pollution Act (33 U.S.C. §§ 2701 et seq.), the Emergency Planning and Community Right-to-Know Act (42 U.S.C. §§ 11001 et seq.), the Porter-Cologne Water Quality Control Act (Cal. Wat. Code, §§ 13000 et seq.), the Toxic Mold Protection Act (Cal. Health & Saf. Code, §§ 26100, et seq.), the Safe Drinking Water and Toxic Enforcement Act of 1986 (Proposition 65 – Cal. Health & Saf. Code, §§ 25249.5 et seq.), the California Hazardous Waste Control Law (Cal. Health & Saf. Code, §§ 25100 et seq.), the Hazardous Materials Release Response Plans & Inventory Act (Cal. Health & Saf. Code, §§ 25500 et seq.), the Carpenter-Presley-Tanner Hazardous Substances Account Act (Cal. Health & Saf. Code, §§ 25280 et seq.), the California Underground Storage of Hazardous Substances Laws (Cal. Health & Saf. Code, §§ 25280 et seq.) and the California common laws of nuisance, trespass, waste, and ultra-hazardous activity.The representations, warranties, and covenants herein are provided to the actual knowledge of Seller, without any duty of inquiry of investigation. Until the Closing, if Seller learns of any fact or condition which would cause any of the warranties and representations in this Section not to be true as of the Closing, Seller shall immediately give written notice of such fact or condition to City. In addition to any other indemnification obligations set forth in this Agreement, Seller agrees to indemnify, defend with counsel selected by City, protect and hold harmless City, its officers, employees and agents from and against all claims, damages, costs, liabilities and expenses of any kind whatsoever paid, incurred or suffered by or asserted against the Property or any indemnified party directly or indirectly arising from or attributable to any breach by Seller of any of its warranties or representations set forth in this Agreement. This provision together with Sections 12 and 13 shall survive Close of Escrow. 10.ESCROW PROVISIONS.10.1Escrow Instructions. Sections 1 through 6, inclusive, 7.1, 8, 10 & 13 shall constitute escrow instructions to Escrow Holder. The terms and conditions in sections of this Agreement not specifically referenced above are additional matters for information of Escrow Holder, but about which Escrow Holder need not be concerned. City and Seller acknowledge that Escrow Holder may request that City and Seller execute additional instructions, documents Docusign Envelope ID: D0C13E3A-B9A2-479D-9C09-2D0A6B9674A4 Item Title: 10.8
Agreement of Purchase and Sale for the Acquisition of Real Property to be Designated as Open Space for Parks, Trails and Recreation
Item Page Number: 11

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and forms reasonably necessary to close Escrow and City and Seller agree to review and, upon their respective approval, which approval shall not be unreasonably withheld or delayed, execute such instructions, documents and forms. 10.2Miscellaneous. At Closing, Escrow Holder shall deliver the Title Policy to the City and instruct the Riverside County Recorder to mail the Grant Deed to City at the address set forth below after recordation. All funds received in this Escrow shall be deposited in one or more general escrow accounts of the Escrow Holder with any bank doing business in Riverside County, California, and may be disbursed to any other general escrow account or accounts. All disbursements shall be according to that Party’s instructions. 10.3Proration of Real Property Taxes. All taxes (general and special) real property taxes shall be current and not in default and Seller shall pay any delinquent real property taxes. Real property taxes shall be prorated to the Closing. The provisions of this Section shall survive Close of Escrow. 10.4Costs; Documentary Transfer Taxes; Closing Statement. (a)Cost Allocation. City shall pay the costs for the Title Policy and one-half (1/2) of the Escrow fees. Seller shall pay all costs necessary to put title into the condition required by Section 6, the NHD Report fee, one-half (1/2) of the Escrow fee and other charges as specified in this Agreement. No documentary transfer taxes are due under Revenue and Tax Code Section 11922. As a governmental agency, City is also exempt from any recording fees for the recordation of the Grant Deed. All other costs of Escrow not otherwise specifically allocated by this Agreement shall be apportioned between the Parties in a manner consistent with the custom and usage of Escrow Holder. (b)Closing Statement. At least three (3) business days prior to the Closing Date Escrow Holder shall furnish City and Seller with a preliminary Escrow closing statement which shall include each party’s respective shares of costs. The preliminary Escrow closing statement shall be approved in writing by City and Seller. As soon as reasonably possible following the Close of Escrow, Escrow Holder shall deliver a copy of the final Escrow closing statement to City and Seller. 10.5Termination of Escrow. If Escrow fails to close as provided above, either party may elect to terminate this Agreement and the Escrow by delivering written notice to the other party and Escrow Holder. Upon such termination of this Agreement and the Escrow not as the result of the breach by either party, Escrow Holder is instructed to return all funds and documents then in Escrow to the respective depositor of the same. 10.6Information Report. Escrow Holder shall file and City and Seller agree to cooperate with Escrow Holder and with each other in completing any report (“Information Report”) and/or other information required to be delivered to the Internal Revenue Service pursuant to Internal Revenue Code Section 6045(e) regarding the real estate sales transaction contemplated by this Agreement. City and Seller also agree that City and Seller, their respective employees and attorneys, and Escrow Holder and its employees, may disclose to the Internal Revenue Service, whether pursuant to such Information Report or otherwise, any information Docusign Envelope ID: D0C13E3A-B9A2-479D-9C09-2D0A6B9674A4 Item Title: 10.8
Agreement of Purchase and Sale for the Acquisition of Real Property to be Designated as Open Space for Parks, Trails and Recreation
Item Page Number: 12

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regarding this Agreement or the transactions contemplated herein as such party reasonably deems to be required to be disclosed to the Internal Revenue Service by such party pursuant to Internal Revenue Code Section 6045(e), and further agree that neither City nor Seller shall seek to hold any such party liable for the disclosure to the Internal Revenue Service of any such information. 10.7Brokerage Commission. (a)No City Brokerage Commission. City represents and warrants to Seller that no third party is entitled to a broker’s commission and/or finder’s fee from City with respect to the transaction contemplated by this Agreement. City agrees to indemnify, and hold Seller harmless from and against all liabilities, costs, damages and expenses, including, without limitation, attorneys’ fees, resulting from any claims or fees or commissions, based upon agreements by City, if any, to pay a broker’s commission and/or finder’s fee. (b)Seller Brokerage Commission. Seller represents and warrants that it has agreed to pay a three percent (3%) brokerage commission paid from Seller’s proceeds at Closing to Martin Nicholas, a Licensed California Real Estate Broker (“Broker”) pursuant to a separate written agreement between Seller and Broker. Seller shall be solely responsible for all amounts payable to Broker in connection with this Agreement, and City shall have no liability or responsibility for any amounts payable to Broker pursuant to Seller’s agreement with Broker or otherwise. Broker shall not have any rights by reason of this Agreement. Seller further represents and warrants to City that, apart from the commission due to Broker as set forth in this Paragraph 10.7 (b), no third party is entitled to a broker’s commission and/or finder’s fee from Seller with respect to the transaction contemplated by this Agreement. Seller further agrees to indemnify, and hold City harmless from and against all liabilities, costs, damages and expenses, including, without limitation, attorneys’ fees, resulting from any claims or fees or commissions to pay a broker’s commission and/or finder’s fee. 11.LIQUIDATED DAMAGES. IF CITY SHOULD DEFAULT UNDER THIS AGREEMENT, CITY AND SELLER AGREE THAT SELLER WILL INCUR DAMAGES BY REASON OF SUCH DEFAULT WHICH DAMAGES SHALL BE IMPRACTICAL AND EXTREMELY DIFFICULT, IF NOT IMPOSSIBLE, TO ASCERTAIN. THEREFORE, CITY AND SELLER, IN A REASONABLE EFFORT TO ASCERTAIN WHAT SELLER’S DAMAGES WOULD BE IN THE EVENT OF SUCH DEFAULT BY CITY HAVE AGREED BY PLACING THEIR INITIALS BELOW THAT THE DEPOSIT OF ONE THOUSAND DOLLARS ($1,000) SHALL CONSTITUTE A REASONABLE ESTIMATE OF SELLER’S DAMAGES UNDER THE PROVISIONS OF SECTIONS 1671 AND 1677 OF THE CALIFORNIA CIVIL CODE FOR A BREACH PRIOR TO THE CLOSING. THIS PROVISION DOES NOT APPLY TO OR LIMIT IN ANY WAY THE INDEMNITY OBLIGATIONS OF CITY UNDER THIS AGREEMENT. Seller’s Initials ________City’s Initials ________ Docusign Envelope ID: D0C13E3A-B9A2-479D-9C09-2D0A6B9674A4 Item Title: 10.8
Agreement of Purchase and Sale for the Acquisition of Real Property to be Designated as Open Space for Parks, Trails and Recreation
Item Page Number: 13

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12.RISK OF PHYSICAL LOSS. Risk of physical loss to the Property shall be borne by Seller prior to the Close of Escrow and by City thereafter. In the event that the Property shall be damaged by fire, flood, earthquake or other casualty City shall have the option to terminate this Agreement, provided notice of such termination is delivered to Seller within ten (10) days following the date City learns of the occurrence of such casualty. If City fails to terminate this Agreement pursuant to the foregoing sentence within said ten (10) day period, City shall complete the acquisition of the Property, in which case Seller shall assign to City the interest of Seller in all insurance proceeds relating to such damage. Seller shall consult with City regarding any proposed settlement with the insurer and City shall have the reasonable right of approval thereof. Seller shall hold such proceeds until the Close of Escrow. In the event this Agreement is terminated for any reason, City shall have no right to any insurance proceeds. 13.NON-COLLUSION. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any interest of any corporation, partnership, or association in which Seller is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interest found to be “remote” or “non interest” pursuant to California Government Code Sections 1091 and 1091.5. Seller warrants and represents that Seller has not paid or given, and will not pay or give, to any third party including, but not limited to, City or any of its officials, officers, or employees, any money, consideration, or other thing of value as a result or consequence of obtaining this Agreement. Seller further warrants and represents that Seller has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any official, officer, or employee of City, as a result or consequence of obtaining this Agreement. Seller is aware of and understands that any such act(s), omission(s) or other conduct resulting in the payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Seller’s Initials ___________City’s Initials ___________14.WAIVER OF DAMAGES; SPECIFIC PERFORMANCE. In the event a party defaults under this Agreement, the non-defaulting party’s sole and exclusive remedy will be for specific performance of this Agreement. EACH PARTY HEREBY WAIVES ANY RIGHT TO PURSUE DAMAGES RESULTING FROM A DEFAULT OR BREACH OF THIS AGREEMENT, AND IN NO EVENT SHALL THE DEFAULTING PARTY BE LIABLE FOR DAMAGES FOR A DEFAULT OR BREACH OF DEFAULTING PARTY’S OBLIGATION UNDER THIS AGREEMENT, ALL OF WHICH RIGHTS ARE HEREBY WAIVED AND RELINQUISHED BY THE NON-DEFAULTING PARTY. The parties agree that the foregoing limitation on their respective remedies and measure of damages Docusign Envelope ID: D0C13E3A-B9A2-479D-9C09-2D0A6B9674A4 Item Title: 10.8
Agreement of Purchase and Sale for the Acquisition of Real Property to be Designated as Open Space for Parks, Trails and Recreation
Item Page Number: 14

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is reasonable under all of the circumstances of this Agreement, and is material consideration for the parties entering into this Agreement. Seller’s InitialsBuyer’s Initials15.MISCELLANEOUS. 15.1Assignment. Seller may not assign this Agreement or any of its rights or obligations hereunder (including, without limitation, its rights and duties of performance) to any third party or entity without the prior written consent of City. This Agreement will be binding upon and inure to the benefit of each of the Parties hereto and, except as otherwise provided herein, their respective legal successors and permitted assigns. 15.2Administration of Agreement. This Agreement shall be administered on behalf of City by the City Manager of the City of Menifee, or his or her designated representative, following approval of this Agreement by the City Council. The City Manager (or his or her authorized representative) shall have the authority to act on behalf of the City to issue interpretations, waive provisions, agree to extensions, and enter into amendments of this Agreement on behalf of City so long as such actions do not substantially add to the costs of City as specified herein.15.3Nonliability of City Officials. No officer, official, member, employee, agent, or representative of City shall be liable for any amounts due hereunder, and no judgment or execution thereon entered in any action hereon shall be personally enforced against any such officer, official, member, employee, agent, or representative.15.4Notices. Any notices, demands or communications under this Agreement between the parties shall be in writing, and may be given either by (i) personal service, (ii) overnight delivery, or (iii) mailing via United States mail, certified mail, postage prepaid, return receipt requested (“U.S. Mail”), addressed to each party as set forth below or such other address as may be furnished in writing by a party, and such notice or communication shall, if properly addressed, be deemed to have been given as of the date so delivered, or three (3) business days after deposit into the U.S. Mail. To City:City of Menifee29844 Haun RdMenifee, California 92586Email.: [email protected]: (951) 672-6777Attention: City Manager Docusign Envelope ID: D0C13E3A-B9A2-479D-9C09-2D0A6B9674A4 Item Title: 10.8
Agreement of Purchase and Sale for the Acquisition of Real Property to be Designated as Open Space for Parks, Trails and Recreation
Item Page Number: 15

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Copy to:Rutan & Tucker, LLP18575 Jamboree Rd, 9th FloorIrvine, California 92612Email: [email protected]: (714) 641-3422Attention: Jeffrey T. Melching, Esq.To Seller:____________________________________________________________________________________________________Copy to:____________________________________________________________________________________________________15.5Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included. 15.6Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of California. If any legal action is necessary to enforce the terms and conditions of this Agreement, the Parties agree that a court of competent jurisdiction in Riverside County shall be the sole venue and jurisdiction for the bringing of such action. 15.7Legal Fees and Costs. In the event of any litigation or other legal proceeding including, but not limited to, arbitration or mediation between the Parties arising from this Agreement, the prevailing party will be entitled to recover, in addition to any other relief awarded or granted, its reasonable costs and expenses (including attorney’s fees) incurred in the proceeding. 15.8Final Agreement. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter as set forth in this Agreement. 15.9Construction. In determining the meaning of, or resolving any ambiguity with respect to, any word, phrase or provision of this Agreement, no uncertainty or ambiguity shall be construed or resolved against a Party under any rule of construction, including the Party primarily responsible for the drafting and preparation of this Agreement. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent. As used in this Agreement, masculine, feminine or neuter gender and the singular or Marty Nicholas
Broker DRE #00991175

OCEAN REAL ESTATE & MORTGAGE
28241 Crown Valley Pkwy., Suite F 240, Laguna Niguel, Ca 92677 (949) 306-2873 Cell [email protected]
Docusign Envelope ID: D0C13E3A-B9A2-479D-9C09-2D0A6B9674A4 Item Title: 10.8
Agreement of Purchase and Sale for the Acquisition of Real Property to be Designated as Open Space for Parks, Trails and Recreation
Item Page Number: 16

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plural number shall each be deemed to include the others wherever and whenever the context so dictates. 15.10Qualification: Authority. Each individual executing this Agreement on behalf of a party which is an entity, represents, warrants and covenants to the other party that (a) such person is duly authorized to execute and deliver this Agreement on behalf of such entity in accordance with authority granted under the organizational documents of such entity, and (b) such entity is bound under the terms of this Agreement. 15.11Force Majeure. Each Party’s performance under this Agreement shall be excused to the extent that such performance is hindered, delayed or made commercially impractical by causes beyond that Party’s reasonable control; provided, however, that changes in economic conditions shall not be a cause for an extension pursuant to this Section.15.12Modifications in Writing. Any modification or amendment of any provision of this Agreement must be in writing and executed by both parties. A copy of any such modification or amendment shall be promptly provided to Escrow Holder. The City Manager shall have the authority to agree to and execute any modification or amendment which the City Manager determines will not result in a substantial change to the terms and conditions of this Agreement.15.13No Waiver. The failure of either party to enforce any term, covenant, or condition of this Agreement on the date it is to be performed shall not be construed as a waiver of that party’s right to enforce this, or any other, term, covenant, or condition of this Agreement at any later date or as a waiver of any term, covenant, or condition of this Agreement. 15.14No Third Party Beneficiaries. This Agreement is only between the Parties, and is not intended to be nor shall it be construed as being for the benefit of any third party. 15.15City Council Approval. The Closing, and all rights and obligations of City under this Agreement are contingent on the City Council of the City of Menifee’s approval of this Agreement, to be granted, conditioned, or withheld in the City Council’s discretion. If the City Council does not approve the Agreement on or before the Closing Date, the Closing shall not occur, and this Agreement shall terminate unless extended by mutual agreement of the Parties. In the event of termination pursuant to this Section 15.15, City shall have no obligations hereunder, the Deposit shall be returned in full to City, and all costs of escrow, title matters, and otherwise accruing to the date of termination shall be borne exclusively by Seller. Seller acknowledges that this provision is required to proceed with this Agreement prior to City Council review of the provisions hereof. 15.16Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall be deemed but one and the same instrument, and a facsimile copy of such execution shall be deemed an original. 15.17Exhibits and Recitals. The Recitals and Exhibits to this Agreement are incorporated by this reference as though fully set forth herein.

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. SELLER:By: ________________________________ Martin NicholasBy: ________________________________ Sharon Nguyen NicholasBy: ________________________________ ________________________________Jun Yokota and Toshiko Yokota Trustees of The Yokota Family Trust dated August 25, 2000By: ________________________________ Mei Chu ChungBy: ________________________________ Sue Mei ChenBy: ________________________________ Chin Yen (“Andy”) HungBy: ________________________________ Ted Hung CITY:CITY OF MENIVEE, a California municipal corporationBy: ___________________________ Armando G. Villa, City ManagerATTEST:___________________________________Stephanie Roseen, Acting City ClerkAPPROVED AS TO FORM:RUTAN & TUCKER, LLP_______________________Jeffrey T. Melching, City Attorney ESCROW HOLDER:Accepted and agreed to:____________________ ____________________By: ________________Its: Escrow Officer Docusign Envelope ID: D0C13E3A-B9A2-479D-9C09-2D0A6B9674A4 5/7/2025
5/7/2025
5/7/2025
5/7/2025
5/7/2025
5/7/2025
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Item Title: 10.8
Agreement of Purchase and Sale for the Acquisition of Real Property to be Designated as Open Space for Parks, Trails and Recreation
Item Page Number: 18

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EXHIBIT “A”LEGAL DESCRIPTION OF PROPERTY
Docusign Envelope ID: D0C13E3A-B9A2-479D-9C09-2D0A6B9674A4 Item Title: 10.8
Agreement of Purchase and Sale for the Acquisition of Real Property to be Designated as Open Space for Parks, Trails and Recreation
Item Page Number: 19

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RESOLUTION NO. 25-____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENIFEE, CALIFORNIA, AMENDING THE FISCAL YEAR 2024/25 OPERATING BUDGET
WHEREAS, the City of Menifee, California, adopted a budget for Fiscal Year 2023/24 and Fiscal Year 2024/25 with Resolution 23-1341 on June 21st, 2023; and WHEREAS, from time to time the City of Menifee receives unanticipated revenues, experiences unanticipated expenditures, and/or identifies alternative funding sources; and WHEREAS, it is in the best interest of the citizens of the City of Menifee to allocate budget resources to continue the operations of the City of Menifee; and WHEREAS, the City Council of the City of Menifee needs to amend the FY2024/25 budget as follows:

AMENDMENTS TO ADOPTED BUDGET:

Trust Fund 8350 Adopted FY 2024/25 Revenue Budget: $0.00

1. Record Appropriation(s):

CITY COUNCIL
MEETING DESCRIPTION ACCOUNT # AMOUNT
February 5, 2025 Mid-year Budget Adjustment
8350-00-XNC-XNCL-
000-00000-438000- 175,000.00
February 19, 2025
CIP 25-13 Ethanac Road/Antelope
Road/Highway 74 Intersection
Realignment Project
8350-00-XNC-XNCL-
000-00000-438850- 275,000.00
May 21, 2025
Menifee Hills Land Acquisition –
Commerce DA 2012-116
8350-00-XNC-XNCL-
000-00000-438851- 1,164,540.00
TOTAL: $1,614,540.00
Amended Trust Fund 8350 FY 2024/25 Revenue Budget: $1,614,540.00 Trust Fund 8350 Adopted FY 2024/25 Expenditure Budget: $0.00

2. Record Appropriation(s):

Amended Trust Fund 8350 FY 2024/25 Expenditure Budget: $1,439,540.00

CITY COUNCIL
MEETING DESCRIPTION ACCOUNT # AMOUNT
February 19, 2025
CIP 25-13 Ethanac Road/Antelope
Road/Highway 74 Intersection
Realignment Project
8350-57-PWD-CIPS-
000-00000-904320- 275,000.00
May 21, 2025 Menifee Hills Land Acquisition
8350-57-GSD-XNCL-
000-00000-901100- 1,164,540.00
TOTAL: $1,439,540.00
Item Title: 10.8
Agreement of Purchase and Sale for the Acquisition of Real Property to be Designated as Open Space for Parks, Trails and Recreation
Item Page Number: 20

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Amending the Fiscal Year 2024/25 Trust Fund Budget
Menifee Hills Land Acquisition
2 4
7 3
1 5

3. Record Transfer of Funds:

FROM ACCOUNT # TO ACCOUNT # AMOUNT
8350-00-XNC-XNCL-000-
00000-260400- NOVA Liability
8350-00-XNC-XNCL-000-
00000-438850- NOVA Revenue
275,000.00
8350-00-XNC-XNCL-000-
00000-239800- Commerce DA
2012-116
8350-00-XNC-XNCL-000-
00000-438851- Commerce DA
Revenue
1,164,540.00
TOTAL: $1,439,540.00

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MENIFEE DOES HEREBY RESOLVE AS FOLLOWS:

The annual budget for the Trust Fund 8350 for the City of Menifee for FY2024/25 is hereby increased and amended to reflect unanticipated revenues and expenditures as follows:

Revenues:

Menifee Hills Land Acquisition $1,164,540.00
Amended Trust Fund 8350 FY2024/25 Budget $1,614,540.00

Expenditures:

Menifee Hills Land Acquisition $1,164,540.00
Amended Trust Fund 8350 FY2024/25 Budget $1,439,540.00 PASSED, APPROVED AND ADOPTED this 21st day of May, 2025. _____________________________
Ricky Estrada, Mayor
ATTEST: APPROVED AS TO FORM:
____________________________ ____________________________ Stephanie Roseen, City Clerk Jeffrey T. Melching, City Attorney Item Title: 10.8
Agreement of Purchase and Sale for the Acquisition of Real Property to be Designated as Open Space for Parks, Trails and Recreation
Item Page Number: 21

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RESOLUTION NO. 25-____

AMENDMENTS TO ADOPTED BUDGET:

General Fund 1100 Adopted FY 2024/25 Revenue Budget: $73,083,894.00

1. Record Appropriation(s):

Amended General Fund 1100 FY 2024/25 Revenue Budget: $81,006,883.69 General Fund 1100 Adopted FY 2024/25 Expenditure Budget: $73,083,894.00

2. Record Appropriation(s):

Amended General Fund 1100 FY 2024/25 Expenditure Budget: $92,463,215.10 CITY

COUNCIL

MEETING
DESCRIPTION ACCOUNT # AMOUNT
June 5, 2024 Mid-Cycle Budget Adjustments Various $1,199,197.00 July 1, 2024 FY 2023/24 Budget Carryovers Various 1,701,715.69 February 5, 2025 Mid-year Budget Adjustments Various 3,857,537.00 May 21, 2025 Menifee Hills Land Acquisition
1100-57-XNC-XNCL-
000-00000-808350- 1,164,540.00
TOTAL: $7,922,989.69
CITY

COUNCIL

MEETING
DESCRIPTION ACCOUNT # AMOUNT
June 5, 2024 Mid-Cycle Budget Adjustments Various $1,313,071.00 July 1, 2024 FY 2023/24 Budget Carryovers Various 16,276,550.10 February 5, 2025 Mid-year Budget Adjustments Various 359,395.00 November 20,
2024
Krikorian Entertainment Complex
Demolition
1100-52-CDD-BLDG-
000-00000-651462 265,765.00
May 21, 2025 Menifee Hills Land Acquisition
1100-55-GSD-XNCL-
000-00000-660040- 1,164,540.00
TOTAL: $19,379,321.10
Item Title: 10.8
Agreement of Purchase and Sale for the Acquisition of Real Property to be Designated as Open Space for Parks, Trails and Recreation
Item Page Number: 22

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May 21, 2025
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Amending the Fiscal Year 2024/25 General Fund Budget
Menifee Hills Land Acquisition
2 4
7 6
3 1

3. Record Transfer of Funds:

FROM ACCOUNT # TO ACCOUNT # AMOUNT
TOTAL: $0

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MENIFEE DOES HEREBY RESOLVE AS FOLLOWS:

The annual budget for the General Fund 1100 for the City of Menifee for FY2024/25 is hereby increased and amended to reflect unanticipated revenues and expenditures as follows:

Revenues:

Menifee Hills Land Acquisition $1,164,540.00
Amended General Fund 1100 FY2024/25 Budget $81,006,883.69

Expenditures:

Menifee Hills Land Acquisition $1,164,540.00 $0
Amended General Fund 1100 FY2024/25 Budget $92,463,215.10 PASSED, APPROVED AND ADOPTED this 21st day of May, 2025. _____________________________
Ricky Estrada, Mayor
ATTEST: APPROVED AS TO FORM:
____________________________ ____________________________ Stephanie Roseen, City Clerk Jeffrey T. Melching, City Attorney Item Title: 10.8
Agreement of Purchase and Sale for the Acquisition of Real Property to be Designated as Open Space for Parks, Trails and Recreation
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CITY OF MENIFEE
SUBJECT: Agreement Amendment with 4Leaf, Inc. for On-Call Plan Review Services and Professional Inspection Services
MEETING DATE: May 21, 2025
TO: Mayor and City Council
PREPARED BY: Laura Sportelli, Management Analyst
REVIEWED BY: Orlando Hernandez, Acting Community Development Director
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Approve and authorize the City Manager to execute Amendment No. 2 to the Professional Services Agreement (“Agreement”) with 4Leaf, Inc., for on-call Building and Safety Plan Review and Inspection services, increasing the Agreement by $38,601, for a total not-to- exceed amount of $469,600.

DISCUSSION
The City’s Building and Safety Division is responsible for plan review, permit technician, and inspection services for projects submitted to the City to ensure conformance with applicable local, state, and federal building codes and regulations. With a continuous high volume of permit submissions, plan checks, and inspections, the Building and Safety Division supplements its current in-house efforts with the use of consultants to provide required services when deemed necessary. By doing so, the City is able to ensure responsive customer care during the permit process, quality plan review services, and informed inspections within a concise timeline.

On June 21, 2023, the City Council approved the 4Leaf, Inc. (“4Leaf”), Agreement for professional, on-call Building and Safety services for a two-year contract term from July 1, 2023, through June 30, 2025, and for a total not-to-exceed amount of $406,000. In recompense for a large industrial plan review (18% of contract) and to ensure that plan review and inspection services were fully funded through April 2025, the City Manager executed Amendment No. 1 to the Agreement on April 21, 2025, increasing the not-to-exceed amount by $24,999 to $430,999.

Due to the continued and increasing volume of development activities, staff have relied on 4Leaf for technical and timely plan reviews and inspection support over the current two-year term and expect to exceed the allocated budget prior to the end of the contract period.

Item Title: 10.9
Agreement Amendment with 4Leaf, Inc. for On-Call Plan Review Services and Professional Inspection Services
Item Page Number: 1

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May 21, 2025
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City of Menifee Staff Report
4Leaf, Inc., Amendment No. 2
May 21, 2025

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2 6
8 3
The proposed Amendment No. 2 (“Amendment”) would further increase 4Leaf’s Agreement by $38,601, to a total not-to-exceed limit of $469,600 through June 2025, as outlined in Table 1 below. If approved, the Amendment would provide staff with the opportunity to maintain continuity on plan reviews and inspections that are currently supported by 4Leaf services. All other terms of the Agreement would remain unchanged.

TABLE 1 – 4LEAF, INC., PROFESSIONAL SERVICES AGREEMENT HISTORY Date approved Amount Contract Term
Original PSA 06/21/2023 $406,000 6/30/2025
Amendment No. 1 04/21/2025 $24,999 6/30/2025
Amendment No. 2 PENDING $38,601 6/30/2025
Total $469,600
Pursuant to Menifee Municipal Code §3.12.090, amendments or change orders in the amount greater than 10% of the contract amount, or that exceed the City Manager’s signing authority, shall be approved by the City Council.

STRATEGIC PLAN OBJECTIVE
Safe and Vibrant Community

FISCAL IMPACT
The fiscal impact of the proposed Amendment is not-to-exceed $38,601 through the contract term of fiscal year (FY) 2024/2025, bringing the total agreement to a not-to-exceed amount of $469,600. Funding for the proposed amendment is available within the FY 2024/2025 budget, under Professional Services for the Building and Safety division within the General Fund (1100- CDD-BLDG-652800). No additional budget appropriation actions would be required for approval of the proposed Amendment.

ATTACHMENTS

1. Amendment No. 2

2. Original Agreement

3. Amendment No. 1
Item Title: 10.9
Agreement Amendment with 4Leaf, Inc. for On-Call Plan Review Services and Professional Inspection Services
Item Page Number: 2

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May 21, 2025
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AMENDMENT NO. 2 TO

PROFESSIONAL SERVICES AGREEMENT
FY2023/24 & FY2024/25 ON-CALL BUILDING AND SAFETY PLAN REVIEW SERVICES,

INSPECTION SERVICES, AND AS NEEDED PROFESSIONAL PERMIT TECHNICIAN

SERVICES
AMENDMENT NO. 2 TO

PROFESSIONAL SERVICES AGREEMENT
FY2023/24 & FY2024/25 ON-CALL BUILDING AND SAFETY PLAN REVIEW SERVICES,

INSPECTION SERVICES, AND AS NEEDED PROFESSIONAL PERMIT TECHNICIAN

SERVICES
This is Amendment No. 2 (“Amendment No. 2”) to that certain Professional Services Agreement (“Agreement”) made on June 21, 2023 between the City of Menifee (“City”) and 4LEAF, INC (“Consultant”) for FY2023/24 & FY2024/25 ON-CALL BUILDING AND SAFETY

PLAN REVIEW SERVICES, INSPECTION SERVICES, AND AS NEEDED PROFESSIONAL PERMIT TECHNICIAN SERVICES, as amended by that certain Amendment No. 1 to the Agreement entered into on April 21, 2025 (“Amendment No. 1”), which this Amendment No. 2 is made and entered into on ______________, 2025 to increase the compensation amount as indicated below:

1. Capitalized terms used but not defined in this Amendment No. 2 shall have the meanings ascribed to them in the Agreement.

2.SECTION 2, “Compensation” is amended to increase the maximum compensation by

THIRTY EIGHT THOUSAND SIX HUNDRED ONE DOLLAR AND ZERO CENTS ($38,601.00) for the fiscal year ending June 30, 2025, and is amended to read as follows:

SECTION 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed TWO HUNDRED THOUSAND DOLLARS AND ZERO CENTS ($200,000.00) for the fiscal year ending June 30, 2024, and TWO HUNDRED SIXTY NINE THOUSAND SIX HUNDRED DOLLARS AND ZERO CENTS ($269,600.00) for the fiscal year ending June 30, 2025,notwithstanding any contrary indications that may be contained in Consultant's proposal, for the Services to be performed 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.

3. The initial paragraph of the original Exhibit A, “Scope of Services”, to the Agreement is amended to read as follows:

Item Title: 10.9
Agreement Amendment with 4Leaf, Inc. for On-Call Plan Review Services and Professional Inspection Services
Item Page Number: 3

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May 21, 2025
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AMENDMENT NO. 2 TO

PROFESSIONAL SERVICES AGREEMENT
FY2023/24 & FY2024/25 ON-CALL BUILDING AND SAFETY PLAN REVIEW SERVICES,

INSPECTION SERVICES, AND AS NEEDED PROFESSIONAL PERMIT TECHNICIAN

SERVICES

SCOPE OF SERVICES
Consultant shall provide FY2023/24 & FY2024/25 ON-CALL BUILDING AND SAFETY

PLAN REVIEW SERVICES, INSPECTION SERVICES, AND AS NEEDED PROFESSIONAL PERMIT TECHNICIAN SERVICES, in the amount not to exceed TWO HUNDRED THOUSAND DOLLARS AND ZERO CENTS ($200,000.00) for the fiscal year ending June 30, 2024, and TWO HUNDRED SIXTY NINE THOUSAND SIX HUNDRED DOLLARS AND ZERO CENTS ($269,600.00) for the fiscal year ending June 30, 2025 as further detailed in the following page(s).

4. All other terms and conditions of the Agreement remain in full force and effect.

5. This Amendment No. 2 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

CITY OF MENIFEE 4LEAF, Inc
_______________________________ _______________________________ Armando G. Villa, City Manager Kevin Duggan, President/Secretary Attest: ________________________________
Gene Barry, Vice President
_______________________________
Stephanie Roseen, City Clerk
Approved as to Form:
_______________________________
Jeffrey T. Melching, City Attorney
Item Title: 10.9
Agreement Amendment with 4Leaf, Inc. for On-Call Plan Review Services and Professional Inspection Services
Item Page Number: 4

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May 21, 2025
Page
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DocuSign Envelope ID: A91B89AB-E419-4EE7-95AE-A64F717C9FE2 21 June
Item Title: 10.9
Agreement Amendment with 4Leaf, Inc. for On-Call Plan Review Services and Professional Inspection Services
Item Page Number: 5

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May 21, 2025
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DocuSign Envelope ID: A91B89AB-E419-4EE7-95AE-A64F717C9FE2 Item Title: 10.9
Agreement Amendment with 4Leaf, Inc. for On-Call Plan Review Services and Professional Inspection Services
Item Page Number: 6

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AMENDMENT NO. 1 TO

PROFESSIONAL SERVICES AGREEMENT
FY2023/24 & FY2024/25 ON-CALL BUILDING AND SAFETY PLAN REVIEW SERVICES,

INSPECTION SERVICES, AND AS NEEDED PROFESSIONAL PERMIT TECHNICIAN

SERVICES

AMENDMENT NO. 1 TO

PROFESSIONAL SERVICES AGREEMENT
FY2023/24 & FY2024/25 ON-CALL BUILDING AND SAFETY PLAN REVIEW SERVICES,

INSPECTION SERVICES, AND AS NEEDED PROFESSIONAL PERMIT TECHNICIAN

SERVICES

This is Amendment No. 1 (“Amendment No. 1”) to that certain Professional Services Agreement (“Agreement”) made on June 21, 2023 between the City of Menifee (“City”) and 4LEAF, INC (“Consultant”) for FY2023/24 & FY2024/25 ON-CALL BUILDING AND SAFETY

PLAN REVIEW SERVICES, INSPECTION SERVICES, AND AS NEEDED PROFESSIONAL PERMIT TECHNICIAN SERVICES, which this Amendment No. 1 is made and entered into on ______________, 2025 to increase the compensation amount as indicated below:

1. Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings ascribed to them in the Agreement.

2. SECTION 2, “Compensation” is amended to increase the maximum compensation by

TWENTY FOUR THOUSAND NINE HUNDRED NINETY NINE DOLLARS AND ZERO CENTS ($24,999.00) for the fiscal year ending June 30, 2025, and is amended to read as follows:

SECTION 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed TWO HUNDRED THOUSAND DOLLARS AND ZERO CENTS ($200,000.00) for the fiscal year ending June 30, 2024, and TWO HUNDRED THIRTY THOUSAND NINE HUNDRED NINETY NINE DOLLARS AND ZERO CENTS ($230,999.00) for the fiscal year ending June 30, 2025,notwithstanding any contrary indications that may be contained in Consultant's proposal, for the Services to be performed 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.

3. The initial paragraph of the original Exhibit A, “Scope of Services”, to the Agreement is amended to read as follows:

SCOPE OF SERVICES

Docusign Envelope ID: 26C5E83E-CD22-418F-89AB-A8A293FF2C65 April 21
Item Title: 10.9
Agreement Amendment with 4Leaf, Inc. for On-Call Plan Review Services and Professional Inspection Services
Item Page Number: 32

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May 21, 2025
Page
319 of 540

AMENDMENT NO. 1 TO

PROFESSIONAL SERVICES AGREEMENT
FY2023/24 & FY2024/25 ON-CALL BUILDING AND SAFETY PLAN REVIEW SERVICES,

INSPECTION SERVICES, AND AS NEEDED PROFESSIONAL PERMIT TECHNICIAN

SERVICES

Consultant shall provide FY2023/24 & FY2024/25 ON-CALL BUILDING AND SAFETY

PLAN REVIEW SERVICES, INSPECTION SERVICES, AND AS NEEDED PROFESSIONAL PERMIT TECHNICIAN SERVICES , in the amount not to exceed TWO HUNDRED THOUSAND DOLLARS AND ZERO CENTS ($200,000.00) for the fiscal year ending June 30, 2024 , and TWO HUNDRED THIRTY THOUSAND NINE HUNDRED NINETY NINE DOLLARS AND ZERO CENTS ($230,999.00) for the fiscal year ending June 30, 2025 as further detailed in the following page(s).

4. All other terms and conditions of the Agreement remain in full force and effect.

5. This Amendment No. 1 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

CITY OF MENIFEE 4LEAF, Inc

_______________________________ _______________________________ Armando G. Villa, City Manager Kevin Duggan, President/Secretary

Attest: ________________________________
Gene Barry, Vice President

_______________________________
Stephanie Roseen, City Clerk

Approved as to Form:

_______________________________
Jeffrey T. Melching, City Attorney

Docusign Envelope ID: 26C5E83E-CD22-418F-89AB-A8A293FF2C65 Item Title: 10.9
Agreement Amendment with 4Leaf, Inc. for On-Call Plan Review Services and Professional Inspection Services
Item Page Number: 33

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May 21, 2025
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CITY OF MENIFEE
SUBJECT: Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project
MEETING DATE: May 21, 2025
TO: Mayor and City Council
PREPARED BY: Carlos Geronimo, Engineering Manager
REVIEWED BY: Nick Fidler, Public Works Director
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Approve and authorize the City Manager to execute Amendment No. 9 to the Professional Services Agreement with NV5, Inc. for environmental & design services, increasing the compensation amount by $67,875, for a total not-to-exceed amount of $1,623,000, and extending the terms to February 28, 2027 for the Bradley Road Bridge Over Salt Creek Project, Capital Improvement Program (CIP) Project No. CIP 13-04; and

2. Adopt a budget amendment resolution (BAR) appropriating the previously approved reserve funds in the amount of $223,872 in expenditures for the Project within the Quality of Life (Measure DD) Fund (Fund 1105).

DISCUSSION
The Bradley Road Bridge Over Salt Creek project, CIP No. 13-04 (“Project”), proposes to replace the existing low-flow crossing of Bradley Road at Salt Creek with a 335 foot-long by 64-foot-wide all-weather bridge to accommodate the conveyance of 100-year flood flows. The Project also includes access ramps on either side of the bridge abutments, major drainage improvements, relocation of the existing Salt Creek Trail crossing, bridge lighting, and striping. The Project area includes the segment of Bradley Road located just north of Rio Vista Drive and continues to just south of Potomac Drive.

In September 2015, the City entered into a Professional Services Agreement (“Agreement”) with NV5, Inc. (“Consultant”) to provide environmental and design services for the Project. As the environmental and design phases progressed, several previously approved amendments to the Agreement were required to extend the terms and expand the original scope of work.

Amendments No.’s 1, 2, and 4 included term extensions only, while Amendments No.’s 3, 5, 6, 7, and 8 increased the scope of work. All previous amendments are summarized in Table 1 on the following page.

Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 1

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May 21, 2025
Page
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City of Menifee Staff Report
CIP 13-04 – NV5 Amendment No. 9
May 21, 2025

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2 6
9 3
TABLE 1- CONSULTANT AGREEMENT AMENDMENTS SUMMARY
Amendment Date Approved Services Amount
Original
Agreement September 2, 2015
Design and construction documents,
surveying, data collection, geotechnical
reports, CEQA environmental documents
and drainage study.
$729,511
1 July 1, 2018 Time extension through June 2019. -
2 November 6, 2019 Time extension through June 2020. -
3 September 2, 2020
Storm Water Pollution Prevention Plan
(SWPP) & time extension through June
2021.
$8,500
4 June 16, 2021 Time extension through June 2022. -
5 September 15, 2021
Bidding/construction services, additional
permitting support, and geotechnical
services & time extension through June
2023.
$187,950
6 May 4, 2022
National Environmental Policy Act
(NEPA) document, additional project
management, access ramp designs and
additional geotechnical studies & time
extension through June 2026.
$304,248
7 November 1, 2023
Additional environmental services at
Caltrans request, Location Hydraulic
Study and Summary Floodplain
Encroachment Permit for NEPA,
preparation of legal plats for easements,
and additional construction support.
$153,683
8 August 7, 2024
Construction phase support and
additional efforts to respond to Caltrans
per the requirement to update plans and
specifications to current standards.
$171,900
9 Pending Additional required environmental
services and additional design services. $67,875
Total $1,623,667
Amendment No. 9
Due to the environmental impacts to Salt Creek Channel, resource agencies (Army Corp of Engineers, California Department of Fish and Wildlife, and the Regional Water Quality Control Board) have set specific environmental mitigation requirements that would include the purchase of mitigation credits from an approved environmental mitigation bank (which was previously approved and has already been purchased), environmental pre-construction surveys, construction monitoring and reporting including a close-out report. These additional environmental services to support the construction phase of the Project were not included in the original scope as the extent of required monitoring and mitigation was unknown until approval of studies and permits from the resource agencies were obtained.

Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 2

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May 21, 2025
Page
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City of Menifee Staff Report
CIP 13-04 – NV5 Amendment No. 9
May 21, 2025

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2 6
9 3
In addition, the City would be required to update the Project-specific Storm Water Pollution Prevention Plan (SWPPP) and perform additional coordination with Southern California Edison (SCE) for the relocation of their facilities. The additional scope included in the proposed Amendment No. 9 would cover the following items:
•Additional Required Environmental Services - This additional task would include the following items to be performed:
- Continued Resource Agency Permitting Support.
- Phase II Preliminary Site Investigation (PSI).
- Task Management and Coordination.
- Yellow Traffic Striping (Phase II Initial Site Assessment Testing) •Required SWPPP Update – Provide updated SWPPP compliant with the latest Water Resources Control Board Order No. 2022-0057-DWQ.
•SCE Utility Coordination Support - The scope of this work includes supporting the SCE conduit for relocation of four 5-inch electrical conduits through the proposed brig cell. •Additional Project Management and Coordination - The scope of this task includes coordination and management of the required work being performed, as identified above.

The total cost for the additional work proposed in Amendment No. 9 is $67,875, which would increase the total not-to-exceed value of the Agreement to $1,623,667. This total would represent the original Agreement, all prior amendments, and the proposed Amendment No. 9.

The City Council previously approved placing $223,872 of Quality of Life Measure DD funds into a reserve fund (“reserves”) with the specific intention of supporting the future construction of the Project. The purpose of setting aside such funds by placing them into reserves is to support strategic investments and future long-term planning initiatives including Capital projects such as public facilities and large infrastructure projects. The amount placed into reserves available to be appropriated into the Project’s construction budget would support funding the proposed Amendment No. 9.

Pursuant to Menifee Municipal Code §3.12.090, amendments or change orders in the amount greater than 10% of the agreement amount or that exceed the City Manager’s signing authority shall be approved by the City Council.

STRATEGIC PLAN OBJECTIVE
Connectivity and Mobility

FISCAL IMPACT
The fiscal impact of the proposed Amendment No. 9 with the Consultant is $67,875, for a total Agreement amount not-to-exceed $1,623,667. The Council would adopt a BAR to appropriate the expenditure budget within the Quality of Life (Measure DD) Fund for the transportation CIP project (1105-PWD-CIPS-760000) to the current fiscal year (FY) Project budget in the amount of $223,872 to fund the proposed Amendment No. 9, as summarized in Table 2 on the following page.

Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 3

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May 21, 2025
Page
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City of Menifee Staff Report
CIP 13-04 – NV5 Amendment No. 9
May 21, 2025

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9 3
TABLE 2 – PROJECT APPROPRIATION AND FUNDING
Fund Project Account String Reserve Balance
Appropriated Anticipated Cost
Quality of Life
(Measure DD) Fund CIP13-04.1105.CON.CAE $223,872 $67,875 TOTAL $223,872 $67,875

ATTACHMENTS

1. Project Location Map

2. Amendment No. 9

3. Original Agreement

4. Amendment No. 1

5. Amendment No. 2

6. Amendment No. 3

7. Amendment No. 4

8. Amendment No. 5

9. Amendment No. 6

10. Amendment No. 7

11. Amendment No. 8

12. Budget Amendment Resolution
Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 4

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May 21, 2025
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Path: Z:\Project_Specific_Maps\Engineering_PublicWorks\BradleyBridge\BradleyBridge\BradleyBridge.aprx Date: 4/6/2022 Bradley Bridge over Salt Creek (CIP 13-04)
Project Location Map
Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 5

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AMENDMENT NO. 9 TO

PROFESSIONAL SERVICES AGREEMENT
CIP 13-04 BRADLEY ROAD BRIDGE DESIGN
AMENDMENT NO. 9 TO

PROFESSIONAL SERVICES AGREEMENT
CIP 13-04 BRADLEY ROAD BRIDGE DESIGN
This is Amendment No. 9 (“Amendment No. 9”) to that certain Professional Services Agreement (“Agreement”) made on September 2, 2015, between the City of Menifee (“City”) and NV5, INC (“Consultant”) for CIP 13-04 BRADLEY ROAD BRIDGE DESIGN services as amended by that certain Amendment No. 1 to the Agreement entered into on July 1, 2018 (“Amendment No. 1”), that certain Amendment No.2 to the Agreement entered into on November 6, 2019 (“Amendment No. 2”), that certain Amendment No. 3 entered into on September 2, 2020 (“Amendment No. 3”), that certain Amendment No. 4 entered into on June 16, 2021 (“Amendment No. 4”), that certain Amendment No. 5 made and entered into on September 15, 2021 (“Amendment No. 5”), that certain Amendment No. 6 made and entered into on May 4, 2022 (“Amendment No. 6”), that certain Amendment No. 7 made and entered into on November 1, 2023 (“Amendment No. 7”), and that certain Amendment No. 8 made and entered into on August 7, 2024 (“Amendment No. 8”), which this Amendment No. 9 is made and entered on ______________, 2025 to extend the term of services, increase the compensation amount, and augment the scope of work as indicated below:

1. Capitalized terms used but not defined in this Amendment No. 9 shall have the meanings ascribed to them in the Agreement.

2. Section 1.1, “Term of Services” is amended to read as follows:

1.1 Term of Services. The term of this Agreement shall begin on September 2, 2015, and shall end on February 28, 2027, 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.

3. Section 2, “Compensation” is amended to increase the maximum compensation by SIXTY SEVEN THOUSAND EIGHT HUNDRED SEVENTY FIVE DOLLARS AND ZERO CENTS ($67,875.00), and is amended to read as follows:

Section 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed ONE MILLION SIX

HUNDRED TWENTY THREE THOUSAND SIX HUNDRED SIXTY SEVEN
DOLLARS AND ZERO CENTS ($1,623,667.00) notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed 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 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 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 6

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AMENDMENT NO. 9 TO

PROFESSIONAL SERVICES AGREEMENT
CIP 13-04 BRADLEY ROAD BRIDGE DESIGN
for 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.

4. Exhibit A, “Scope of Services” is supplemented to include the supplement attached as Exhibit A hereto. The supplement to the “Scope of Services” is not intended to replace the original Exhibit A to the Agreement, but instead to augment and increase the scope of work listed in the original Exhibit A to the Agreement. The initial paragraph of the original Exhibit A, “Scope of Services”, to the Agreement is amended to read as follows:

SCOPE OF SERVICES
Consultant shall provide CIP 13-04 BRADLEY ROAD BRIDGE DESIGN services, in the amount not to exceed ONE MILLION SIX HUNDRED TWENTY THREE

THOUSAND SIX HUNDRED SIXTY SEVEN DOLLARS AND ZERO CENTS ($1,623,667.00) as further detailed in the following page(s).

5. All other terms and conditions of the Agreement remain in full force and effect.

6. This Amendment No. 9 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

Item Title: 10.10
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AMENDMENT NO. 9 TO

PROFESSIONAL SERVICES AGREEMENT
CIP 13-04 BRADLEY ROAD BRIDGE DESIGN
CITY OF MENIFEE NV5, INC
_______________________________ _______________________________ Armando G. Villa, City Manager Jeffrey M. Cooper, Senior Vice President Attest: ________________________________
MaryJo O'Brien, CAO/Secretary
_______________________________
Stephanie Roseen, City Clerk
Approved as to Form:
_______________________________
Jeffrey T. Melching, City Attorney

Item Title: 10.10
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EXHIBIT A

SUPPLEMENT TO SCOPE OF SERVICES
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EXHIBIT A
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EXHIBIT A
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EXHIBIT A
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EXHIBIT A
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Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 58

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AMENDMENT NO. 3 TO
AGREEMENT BETWEEN NV5, INC. AND THE CITY OF MENIFEE
FOR CIP 13-04 (BRADLEY BRIDGE) DESIGN SERVICES

This is Amendment No. 3 to that certain AGREEMENT for Professional Services Agreement (“Agreement”) made on September 2, 2015 by and between the City of Menifee (“City”) and NV5, Inc. (“Consultant”) for CIP 13-04 (BRADLEY BRIDGE) DESIGN SERVICES which Amendment is made and entered into on ______________, 2020 to extend the term, increase the scope of work and compensation amount as indicated below:

1. Section 1.1, “Term of Services” is amended to read as follows:

1.1 Term of Services. The term of this Agreement shall begin on the September 2, 2015 and shall end on June 30, 2021 unless the term of the 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 the City's right to terminate the Agreement, as provided for in Section 8.

2. Section 2, “Compensation” is amended to read as follows, increasing the contract amount by: $8,500.00 (EIGHT THOUSAND FIVE HUNDRED DOLLARS AND ZERO CENTS)

Section 2. City hereby agrees to pay Consultant a sum not to exceed $738,011.00 (SEVEN HUNDRED THIRTHY EIGHT THOUSAND ELEVEN DOLLARS AND ZERO CENTS) notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed 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 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 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.

Section 3. Exhibit A, Scope of Services is supplemented to include Amendment No. 3 Scope of Work Additional Work , which supplement is attached as Exhibit A hereto. “Amendment No. 3 Scope of Work Additional Work (Amendment No. 3)” is not intended to replace the original Exhibit A to the Agreement, but instead to augment and increase the scope of work listed in the original Exhibit A to the Agreement

3. All other terms and conditions of the Agreement remain in full force and effect.

DocuSign Envelope ID: 33EF0292-F249-4093-B044-904C986D6D2B DocuSign Envelope ID: B790C05E-3A66-4BF6-8209-41175863E75B September 2
Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 59

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May 21, 2025
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Professional Services Amendment No. 3 with Nolte Associates, Inc. (NV5) CITY OF MENIFEE NV5, INC.

_______________________________ _______________________________ Armando G. Villa, City Manager Carmen Kasner, Regional Chief Executive

Attest: ________________________________
MaryJo O'Brien, CAO/Secretary

_______________________________
Sarah A. Manwaring, City Clerk

Approved as to Form:

_______________________________
Jeffrey T. Melching, City Attorney

DocuSign Envelope ID: 33EF0292-F249-4093-B044-904C986D6D2B DocuSign Envelope ID: B790C05E-3A66-4BF6-8209-41175863E75B Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 60

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Professional Services Amendment No. 3 with Nolte Associates, Inc. (NV5)

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Professional Services Amendment No. 3 with Nolte Associates, Inc. (NV5)

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AMENDMENT NO. 4 TO
AGREEMENT BETWEEN NV5, INC
AND THE CITY OF MENIFEE FOR CIP 13-04 (BRADLEY BRIDGE) DESIGN SERVICES

This is Amendment No. 4 to that certain AGREEMENT for Professional Services Agreement (“Agreement”) made on September 2, 2015 between the City of Menifee (“City”) and NV5, INC (“Consultant”) for CIP 13 -04 (BRADLEY BRIDGE) DESIGN SERVICES which Amendment No. 4 is made and entered into on ______________, 2021 to increase the scope of work and compensation amount as indicated below:

1. Section 1.1, “Term of Services” is amended to read as follows:

1.1 Term of Services. The term of this Agreement shall begin on the September 2, 2015 and shall end on June 30, 2022 unless the term of the 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 the City's right to terminate the Agreement, as provided for in Section 8.

2. Section 1.6, “Covid-19 Safety” is included to read as follows:

1.6 Covid-19 Safety. If Consultant enters City property or meets in person with City employees during the performance of the Services, Consultant shall comply with all State, County, and local emergency orders, directives, protocols, and best practices related to the COVID-19 pandemic, including, but not limited to: (A) wearing facial coverings, (B) maintaining adequate physical distancing when possible, (C) regular hand washing, and (D) regular hand sanitizing.

3. All other terms and conditions of the Agreement remain in full force and effect.

DocuSign Envelope ID: 2ECD8D11-002A-449B-A0D2-BBDBBFC52F37 DocuSign Envelope ID: 8208821B-19F9-4E1C-A966-7466918BE081 June 16
Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 63

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Professional Services Amendment No. 4 with NV5, INC
CITY OF MENIFEE NV5, INC

_______________________________ _______________________________ Armando G. Villa, City Manager Carmen Kasner, Regional Chief Executive

Attest: ________________________________
MaryJo O'Brien, CAO/Secretary

_______________________________
Sarah A. Manwaring, City Clerk

Approved as to Form:

_______________________________
Jeffrey T. Melching, City Attorney

DocuSign Envelope ID: 2ECD8D11-002A-449B-A0D2-BBDBBFC52F37 DocuSign Envelope ID: 8208821B-19F9-4E1C-A966-7466918BE081 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 64

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May 21, 2025
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AMENDMENT NO. 5 TO
AGREEMENT BETWEEN NV5, INC
AND THE CITY OF MENIFEE FOR CIP 13-04 (BRADLEY BRIDGE) DESIGN SERVICES

This is Amendment No. 5 to that certain AGREEMENT for Professional Services Agreement (“Agreement”) made on September 2, 2015 between the City of Menifee (“City”) and NV5, INC (“Consultant”) for CIP 13 -04 (BRADLEY BRIDGE) DESIGN SERVICES which Amendment No. 5 is made and entered into on ______________, 2021 to extend the term, increase the scope of work and compensation amount as indicated below:

1. Section 1.1, “Term of Services” is amended to read as follows:

1.1 Term of Services. The term of this Agreement shall begin on the September 15, 2021 and shall end on June 30, 2023 unless the term of the 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 the City's right to terminate the Agreement, as provided for in Section 8.

2. Section 1.6, “Covid-19 Safety” is included to read as follows:

3. Section 2, “Compensation” is amended to increase the maximum compensation by $187,950.00 (ONE HUNDRED EIGHTY SEVEN THOUSAN D NINE HUNDRED FIFTY DOLLARS AND ZERO CENTS), and is amended to read as follows:

Section 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed $925,961.00 (NINE HUNDRED

TWENTY FIVE THOUSAND NINE HUNDRED SIXTY ONE DOLLARS AND ZERO CENTS) notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed 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 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 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.

4. Section 3. Exhibit A, Scope of Services is supplemented to include Amendment No. 1 Scope of Work Additional Work , which supplement is attached as Exhibit A hereto.

DocuSign Envelope ID: 8ABE077C-C985-4B75-8DDA-641A881C8841 DocuSign Envelope ID: CF6F444E-D518-4070-9B0E-6278CD220857 September 15
Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 65

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May 21, 2025
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Professional Services Amendment No. 5 with NV5, INC
“Amendment No. 1 Scope of Work Additional Work (Amendment No. 1)” is not intended to replace the original Exhibit A to the Agreement, but instead to augment and increase the scope of work listed in the original Exhibit A to the Agreement.

5. All other terms and conditions of the Agreement remain in full force and effect.

DocuSign Envelope ID: 8ABE077C-C985-4B75-8DDA-641A881C8841 DocuSign Envelope ID: CF6F444E-D518-4070-9B0E-6278CD220857 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 66

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May 21, 2025
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Professional Services Amendment No. 5 with NV5, INC
CITY OF MENIFEE NV5, INC

_______________________________ _______________________________ Armando G. Villa, City Manager Carmen Kasner, Regional Chief Executive

Attest: ________________________________
MaryJo O'Brien, CAO/Secretary

_______________________________
Sarah A. Manwaring, City Clerk

Approved as to Form:

_______________________________
Jeffrey T. Melching, City Attorney

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May 21, 2025
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Amendment No. 1 – Exhibit A: Scope of Work Additional Work

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May 21, 2025
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Professional Services Amendment No. 5 with NV5, INC
DocuSign Envelope ID: 8ABE077C-C985-4B75-8DDA-641A881C8841 DocuSign Envelope ID: CF6F444E-D518-4070-9B0E-6278CD220857 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 69

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Professional Services Amendment No. 5 with NV5, INC

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Professional Services Amendment No. 5 with NV5, INC

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Professional Services Amendment No. 5 with NV5, INC

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Professional Services Amendment No. 5 with NV5, INC

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Professional Services Amendment No. 5 with NV5, INC

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Professional Services Amendment No. 5 with NV5, INC

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Professional Services Amendment No. 5 with NV5, INC

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Professional Services Amendment No. 5 with NV5, INC

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Professional Services Amendment No. 5 with NV5, INC

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Professional Services Amendment No. 5 with NV5, INC

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Professional Services Amendment No. 5 with NV5, INC

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Professional Services Amendment No. 5 with NV5, INC

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Professional Services Amendment No. 5 with NV5, INC

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Professional Services Amendment No. 5 with NV5, INC

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Professional Services Amendment No. 5 with NV5, INC

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Professional Services Amendment No. 5 with NV5, INC

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Professional Services Amendment No. 5 with NV5, INC

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Professional Services Amendment No. 5 with NV5, INC

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Professional Services Amendment No. 5 with NV5, INC

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Professional Services Amendment No. 5 with NV5, INC

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DocuSign Envelope ID: DF349F7F-08AA-4F8B-8CA0-62441FDEDB0D

AMENDMENT NO. 6 TO
AGREEMENT BETWEEN NV5, INC
AND THE CITY OF MENIFEE FOR CIP 13-04 (BRADLEY BRIDGE) DESIGN SERVICES

This is Amendment No. 6 to that certain AGREEMENT for Professional Services Agreement (“Agreement”) made on September 2, 2015 between the City of Menifee (“City”) and NV5, INC (“Consultant”) for CIP 13-04 (BRADLEY BRIDGE) DESIGN SERVICES which Amendment No. 6 is made and entered into on , 2022 to extend the term, increase the scope of work and compensation amount as indicated below:

1. Section 1.1, “Term of Services” is amended to read as follows:

1.1 Term of Services. The term of this Agreement shall begin on the September 2, 2015 and shall end on June 30, 2026 unless the term of the 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 the City's right to terminate the Agreement, as provided for in Section 8.

2. Section 2, “Compensation” is amended to increase the maximum compensation by $304,248.00 (THREE HUNDRED FOUR THOUSAND TWO HUNDRED FORTY EIGHT DOLLARS AND ZERO CENTS), and is amended to read as follows:

Section 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed $1,230,209.00 (ONE MILLION

TWO HUNDRED THIRTY THOUSAND TWO HUNDRED NINE DOLLARS AND ZERO CENTS) notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed 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 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 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.

3. Section 3. Exhibit A, Scope of Services is supplemented to include Amendment No. 1 Scope of Work Additional Work , which supplement is attached as Exhibit A her eto. “Amendment No. 1 Scope of Work Additional Work (Amendment No. 1)” is not intended to replace the original Exhibit A to the Agreement, but instead to augment and increase the scope of work listed in the original Exhibit A to the Agreement.

4. All other terms and conditions of the Agreement remain in full force and effect.

DocuSign Envelope ID: 56A4B2D1-A713-4151-9C20-301BEB5ABEB8 May 4th
Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 90

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May 21, 2025
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DocuSign Envelope ID: DF349F7F-08AA-4F8B-8CA0-62441FDEDB0D Professional Services Amendment No. 6 with NV5, INC

Carmen Kasner, Regional Chief Executive
CITY OF MENIFEE NV5, INC

Armando G. Villa, City Manager

Attest:

MaryJo O'Brien, CAO/Secretary

Stephanie Roseen, Acting City Clerk
Approved as to Form:

Jeffrey T. Melching, City Attorney
DocuSign Envelope ID: 56A4B2D1-A713-4151-9C20-301BEB5ABEB8 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 91

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May 21, 2025
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DocuSign Envelope ID: DF349F7F-08AA-4F8B-8CA0-62441FDEDB0D

Amendment No. 1 – Exhibit A: Scope of Work Additional Work DocuSign Envelope ID: 56A4B2D1-A713-4151-9C20-301BEB5ABEB8 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 92

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May 21, 2025
Page
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DocuSign Envelope ID: DF349F7F-08AA-4F8B-8CA0-62441FDEDB0D Professional Services Amendment No. 6 with NV5, INC

DocuSign Envelope ID: 56A4B2D1-A713-4151-9C20-301BEB5ABEB8 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 93

Menifee Mayor and City Council
May 21, 2025
Page
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DocuSign Envelope ID: DF349F7F-08AA-4F8B-8CA0-62441FDEDB0D Professional Services Amendment No. 6 with NV5, INC

DocuSign Envelope ID: 56A4B2D1-A713-4151-9C20-301BEB5ABEB8 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 94

Menifee Mayor and City Council
May 21, 2025
Page
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DocuSign Envelope ID: DF349F7F-08AA-4F8B-8CA0-62441FDEDB0D Professional Services Amendment No. 6 with NV5, INC

DocuSign Envelope ID: 56A4B2D1-A713-4151-9C20-301BEB5ABEB8 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 95

Menifee Mayor and City Council
May 21, 2025
Page
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DocuSign Envelope ID: DF349F7F-08AA-4F8B-8CA0-62441FDEDB0D Professional Services Amendment No. 6 with NV5, INC

DocuSign Envelope ID: 56A4B2D1-A713-4151-9C20-301BEB5ABEB8 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 96

Menifee Mayor and City Council
May 21, 2025
Page
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DocuSign Envelope ID: DF349F7F-08AA-4F8B-8CA0-62441FDEDB0D Professional Services Amendment No. 6 with NV5, INC

DocuSign Envelope ID: 56A4B2D1-A713-4151-9C20-301BEB5ABEB8 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 97

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May 21, 2025
Page
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DocuSign Envelope ID: DF349F7F-08AA-4F8B-8CA0-62441FDEDB0D Professional Services Amendment No. 6 with NV5, INC

DocuSign Envelope ID: 56A4B2D1-A713-4151-9C20-301BEB5ABEB8 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 98

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May 21, 2025
Page
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DocuSign Envelope ID: DF349F7F-08AA-4F8B-8CA0-62441FDEDB0D Professional Services Amendment No. 6 with NV5, INC

DocuSign Envelope ID: 56A4B2D1-A713-4151-9C20-301BEB5ABEB8 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 99

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May 21, 2025
Page
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DocuSign Envelope ID: DF349F7F-08AA-4F8B-8CA0-62441FDEDB0D Professional Services Amendment No. 6 with NV5, INC

DocuSign Envelope ID: 56A4B2D1-A713-4151-9C20-301BEB5ABEB8 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 100

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May 21, 2025
Page
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DocuSign Envelope ID: DF349F7F-08AA-4F8B-8CA0-62441FDEDB0D Professional Services Amendment No. 6 with NV5, INC

DocuSign Envelope ID: 56A4B2D1-A713-4151-9C20-301BEB5ABEB8 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 101

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May 21, 2025
Page
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DocuSign Envelope ID: DF349F7F-08AA-4F8B-8CA0-62441FDEDB0D Professional Services Amendment No. 6 with NV5, INC

DocuSign Envelope ID: 56A4B2D1-A713-4151-9C20-301BEB5ABEB8 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 102

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May 21, 2025
Page
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DocuSign Envelope ID: DF349F7F-08AA-4F8B-8CA0-62441FDEDB0D Professional Services Amendment No. 6 with NV5, INC

DocuSign Envelope ID: 56A4B2D1-A713-4151-9C20-301BEB5ABEB8 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 103

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May 21, 2025
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DocuSign Envelope ID: DF349F7F-08AA-4F8B-8CA0-62441FDEDB0D Professional Services Amendment No. 6 with NV5, INC

DocuSign Envelope ID: 56A4B2D1-A713-4151-9C20-301BEB5ABEB8 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 104

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May 21, 2025
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DocuSign Envelope ID: DF349F7F-08AA-4F8B-8CA0-62441FDEDB0D Professional Services Amendment No. 6 with NV5, INC

DocuSign Envelope ID: 56A4B2D1-A713-4151-9C20-301BEB5ABEB8 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 105

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May 21, 2025
Page
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DocuSign Envelope ID: DF349F7F-08AA-4F8B-8CA0-62441FDEDB0D Professional Services Amendment No. 6 with NV5, INC

DocuSign Envelope ID: 56A4B2D1-A713-4151-9C20-301BEB5ABEB8 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 106

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May 21, 2025
Page
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DocuSign Envelope ID: DF349F7F-08AA-4F8B-8CA0-62441FDEDB0D Professional Services Amendment No. 6 with NV5, INC

DocuSign Envelope ID: 56A4B2D1-A713-4151-9C20-301BEB5ABEB8 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 107

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May 21, 2025
Page
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DocuSign Envelope ID: DF349F7F-08AA-4F8B-8CA0-62441FDEDB0D Professional Services Amendment No. 6 with NV5, INC

DocuSign Envelope ID: 56A4B2D1-A713-4151-9C20-301BEB5ABEB8 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 108

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May 21, 2025
Page
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DocuSign Envelope ID: DF349F7F-08AA-4F8B-8CA0-62441FDEDB0D Professional Services Amendment No. 6 with NV5, INC

DocuSign Envelope ID: 56A4B2D1-A713-4151-9C20-301BEB5ABEB8 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 109

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May 21, 2025
Page
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DocuSign Envelope ID: DF349F7F-08AA-4F8B-8CA0-62441FDEDB0D Professional Services Amendment No. 6 with NV5, INC

DocuSign Envelope ID: 56A4B2D1-A713-4151-9C20-301BEB5ABEB8 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 110

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May 21, 2025
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DocuSign Envelope ID: DF349F7F-08AA-4F8B-8CA0-62441FDEDB0D Professional Services Amendment No. 6 with NV5, INC

DocuSign Envelope ID: 56A4B2D1-A713-4151-9C20-301BEB5ABEB8 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 111

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May 21, 2025
Page
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DocuSign Envelope ID: DF349F7F-08AA-4F8B-8CA0-62441FDEDB0D Professional Services Amendment No. 6 with NV5, INC

DocuSign Envelope ID: 56A4B2D1-A713-4151-9C20-301BEB5ABEB8 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 112

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May 21, 2025
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DocuSign Envelope ID: DF349F7F-08AA-4F8B-8CA0-62441FDEDB0D Professional Services Amendment No. 6 with NV5, INC

DocuSign Envelope ID: 56A4B2D1-A713-4151-9C20-301BEB5ABEB8 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 113

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May 21, 2025
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DocuSign Envelope ID: DF349F7F-08AA-4F8B-8CA0-62441FDEDB0D Professional Services Amendment No. 6 with NV5, INC

DocuSign Envelope ID: 56A4B2D1-A713-4151-9C20-301BEB5ABEB8 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 114

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May 21, 2025
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DocuSign Envelope ID: DF349F7F-08AA-4F8B-8CA0-62441FDEDB0D Professional Services Amendment No. 6 with NV5, INC

DocuSign Envelope ID: 56A4B2D1-A713-4151-9C20-301BEB5ABEB8 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 115

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May 21, 2025
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DocuSign Envelope ID: DF349F7F-08AA-4F8B-8CA0-62441FDEDB0D Professional Services Amendment No. 6 with NV5, INC

DocuSign Envelope ID: 56A4B2D1-A713-4151-9C20-301BEB5ABEB8 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 116

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May 21, 2025
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DocuSign Envelope ID: DF349F7F-08AA-4F8B-8CA0-62441FDEDB0D Professional Services Amendment No. 6 with NV5, INC

DocuSign Envelope ID: 56A4B2D1-A713-4151-9C20-301BEB5ABEB8 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 117

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May 21, 2025
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AMENDMENT NO. 7 TO

PROFESSIONAL SERVICES AGREEMENT
CIP 13-04 BRADLEY ROAD BRIDGE DESIGN

This is Amendment No. 7 to that certain Professional Services Agreement (“Agreement”) made on September 2, 2015 , between the City of Menifee (“City”) and NV5, INC (“Consultant”) for CIP 13-04 BRADLEY ROAD BRIDGE DESIGN SERVICES as amended by that certain Amendment No. 1 to the Agreement entered into on July 1, 2018 (“Amendment No. 1”), and that certain Amendment No.2 to the Agreement entered into on November 6, 2019 (“Amendment No. 2”), and that certain Amendment No. 3 entered into on September 2, 2020 (“Amendment No. 3”), and that certain Amendment No. 4 entered into on June 16, 2021 (“Amendment No. 4”), and that certain Amendment No. 5 made and entered into on September 15, 2021 (“Amendment No. 5”), and that certain Amendment No. 6 made and entered into on May 4, 2022 (“Amendment No. 6”), which this Amendment No. 7 is made and entered on ______________, 2023 to increase the compensation amount and augment the scope of work as indicated below:

1. Section 2, “Compensation” is amended to increase the maximum compensation by ONE HUNDRED FIFTY THREE THOUSAND SIX HUNDRED EIGHTY THREE DOLLARS AND ZERO CENTS ($153,683.00), and is amended to read as follows:

Section 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed ONE MILLION THREE

HUNDRED EIGHTY THREE THOUSAND EIGHT HUNDRED NINTY TWO
DOLLARS AND ZERO CENTS ($1,383,892.00) notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit A, regarding the amou nt of compensation, this Agreement shall prevail. City shall pay Consultant for 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 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. Exhibit A, “Scope of Services” is supplemented to include the supplement attached as Exhibit A hereto. The supplement to the “Scope of Services” is not intended to replace the original Exhibit A to the Agreement, but instead to augment and increase the scope of work listed in the original Exhibit A to the Agreement. The DocuSign Envelope ID: 0E217107-9D23-4B94-BD9A-3470C224D279 November 1,
Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 118

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May 21, 2025
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AMENDMENT NO. 7 TO

PROFESSIONAL SERVICES AGREEMENT
CIP 13-04 BRADLEY ROAD DESIGN SERVICES

initial paragraph of the original Exhibit A, “Scope of Services”, to the Agreement is amended to read as follows:

SCOPE OF SERVICES

Consultant shall provide CIP 13 -04 BRADLEY ROAD BRIDGE DESIGN SERVICES, in the amount not to exceed ONE MILLION THREE HUNDRED

EIGHTY THREE THOUSAND EIGHT HUNDRED NINTY TWO DOLLARS AND ZERO CENTS ($1,383,892.00) as further detailed in the following page(s).

3. All other terms and conditions of the Agreement remain in full force and effect.

4. This Amendment No. 7 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

CITY OF MENIFEE NV5, INC

_______________________________ _______________________________ Rebekah Kramer, Acting City Manager Jeffrey M. Cooper, Senior Vice President

Attest: ________________________________
MaryJo O'Brien, CAO/Secretary

_______________________________
Sarah A. Manwaring, City Clerk

Approved as to Form:

_______________________________
Jeffrey T. Melching, City Attorney

DocuSign Envelope ID: 0E217107-9D23-4B94-BD9A-3470C224D279 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 119

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May 21, 2025
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EXHIBIT A

EXHIBIT “A”

SUPPLEMENT TO SCOPE OF SERVICES

DocuSign Envelope ID: 0E217107-9D23-4B94-BD9A-3470C224D279 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 120

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May 21, 2025
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EXHIBIT A

DocuSign Envelope ID: 0E217107-9D23-4B94-BD9A-3470C224D279 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 121

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May 21, 2025
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EXHIBIT A
DocuSign Envelope ID: 0E217107-9D23-4B94-BD9A-3470C224D279 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 122

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May 21, 2025
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EXHIBIT A
DocuSign Envelope ID: 0E217107-9D23-4B94-BD9A-3470C224D279 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 123

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May 21, 2025
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EXHIBIT A
DocuSign Envelope ID: 0E217107-9D23-4B94-BD9A-3470C224D279 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 124

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May 21, 2025
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EXHIBIT A
DocuSign Envelope ID: 0E217107-9D23-4B94-BD9A-3470C224D279 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 125

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May 21, 2025
Page
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EXHIBIT A
DocuSign Envelope ID: 0E217107-9D23-4B94-BD9A-3470C224D279 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 126

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May 21, 2025
Page
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EXHIBIT A
DocuSign Envelope ID: 0E217107-9D23-4B94-BD9A-3470C224D279 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 127

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May 21, 2025
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EXHIBIT A
DocuSign Envelope ID: 0E217107-9D23-4B94-BD9A-3470C224D279 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 128

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May 21, 2025
Page
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EXHIBIT A
DocuSign Envelope ID: 0E217107-9D23-4B94-BD9A-3470C224D279 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 129

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May 21, 2025
Page
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EXHIBIT A
DocuSign Envelope ID: 0E217107-9D23-4B94-BD9A-3470C224D279 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 130

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May 21, 2025
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EXHIBIT A
DocuSign Envelope ID: 0E217107-9D23-4B94-BD9A-3470C224D279 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 131

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May 21, 2025
Page
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EXHIBIT A
DocuSign Envelope ID: 0E217107-9D23-4B94-BD9A-3470C224D279 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 132

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May 21, 2025
Page
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EXHIBIT A
DocuSign Envelope ID: 0E217107-9D23-4B94-BD9A-3470C224D279 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 133

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May 21, 2025
Page
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EXHIBIT A

DocuSign Envelope ID: 0E217107-9D23-4B94-BD9A-3470C224D279 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 134

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May 21, 2025
Page
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AMENDMENT NO. 8 TO

PROFESSIONAL SERVICES AGREEMENT
CIP 13-04 BRADLEY ROAD BRIDGE DESIGN

This is Amendment No. 8 to that certain Professional Services Agreement (“Agreement”) made on September 2, 2015 , between the City of Menifee (“City”) and NV5, INC (“Consultant”) for CIP 13-04 BRADLEY ROAD BRIDGE DESIGN SERVICES as amended by that certain Amendment No. 1 to the Agreement entered into on July 1, 2018 (“Amendment No. 1”), and that certain Amendment No.2 to the Agreement entered into on November 6, 2019 (“Amendment No. 2”), and that certain Amendment No. 3 entered into on September 2, 2020 (“Amendment No. 3”), and that certain Amendment No. 4 entered into on June 16, 2021 (“Amendment No. 4”), and that certain Amendment No. 5 made and entered into on September 15, 2021 (“Amendment No. 5”), and that certain Amendment No. 6 made and entered into on May 4, 2022 (“Amendment No. 6”), and that certain Amendment No. 7 made and entered into on November 1, 2023 (“Amendment No. 7”), which this Amendment No. 8 is made and entered on ______________, 2024 to increase the compensation amount and augment the scope of work as indicated below:

1. Section 2, “Compensation” is amended to increase the maximum compensation by ONE HUNDRED SEVENTY ONE THOUSAND NINE HUNDRED DOLLARS AND ZERO CENTS ($171,900.00), and is amended to read as follows:

Section 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed ONE MILLION FIVE

HUNDRED FIFTY FIVE THOUSAND SEVEN HUNDRED NINETY TWO
DOLLARS AND ZERO CENTS ($1,555,792.00) notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed 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 services rendered pursuant to this Agreement at the time and in the manner set forth herein.

2. Exhibit A, “Scope of Services” is supplemented to include the supplement attached as Exhibit A hereto. The supplement to the “Scope of Services” is not intended to Docusign Envelope ID: BF707601-C3ED-44E3-8479-EE3498FFC158 August 7
Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 135

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May 21, 2025
Page
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AMENDMENT NO. 8 TO

PROFESSIONAL SERVICES AGREEMENT
CIP 13-04 BRADLEY ROAD DESIGN SERVICES

replace the original Exhibit A to the Agreement, but instead to augment and increase the scope of work listed in the original Exhibit A to the Agreement. The initial paragraph of the original Exhibit A, “Scope of Services”, to the Agreement is amended to read as follows:

SCOPE OF SERVICES

Consultant shall provide CIP 13 -04 BRADLEY ROAD BRIDGE DESIGN SERVICES, in the amount not to exceed ONE MILLION FIVE HUNDRED FIFTY

FIVE THOUSAND SEVEN HUNDRED NINETY TWO DOLLARS AND ZERO CENTS ($1,555,792.00) as further detailed in the following page(s).

3. All other terms and conditions of the Agreement remain in full force and effect.

4. This Amendment No. 8 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

CITY OF MENIFEE NV5, INC

_______________________________ _______________________________ Armando G. Villa, City Manager Jeffrey M. Cooper, Senior Vice President

Attest: ________________________________
MaryJo O'Brien, CAO/Secretary

_______________________________
Stephanie Roseen, Acting City Clerk

Approved as to Form:

_______________________________
Jeffrey T. Melching, City Attorney

Docusign Envelope ID: BF707601-C3ED-44E3-8479-EE3498FFC158 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 136

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May 21, 2025
Page
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AMENDMENT NO. 8 TO

PROFESSIONAL SERVICES AGREEMENT
CIP 13-04 BRADLEY ROAD DESIGN SERVICES

EXHIBIT “A”

SUPPLEMENT TO SCOPE OF SERVICES

Docusign Envelope ID: BF707601-C3ED-44E3-8479-EE3498FFC158 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 137

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May 21, 2025
Page
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EXHIBIT A
Docusign Envelope ID: BF707601-C3ED-44E3-8479-EE3498FFC158 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 138

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May 21, 2025
Page
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EXHIBIT A
Docusign Envelope ID: BF707601-C3ED-44E3-8479-EE3498FFC158 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 139

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May 21, 2025
Page
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EXHIBIT A
Docusign Envelope ID: BF707601-C3ED-44E3-8479-EE3498FFC158 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 140

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May 21, 2025
Page
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EXHIBIT A
Docusign Envelope ID: BF707601-C3ED-44E3-8479-EE3498FFC158 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 141

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May 21, 2025
Page
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EXHIBIT A
Docusign Envelope ID: BF707601-C3ED-44E3-8479-EE3498FFC158 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 142

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May 21, 2025
Page
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AMENDMENT NO. 8 TO

PROFESSIONAL SERVICES AGREEMENT
CIP 13-04 BRADLEY ROAD DESIGN SERVICES

Docusign Envelope ID: BF707601-C3ED-44E3-8479-EE3498FFC158 Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 143

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May 21, 2025
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RESOLUTION NO. 25-____

AMENDMENTS TO ADOPTED BUDGET:

Quality of Life Fund 1105 Adopted FY 2024/25 Revenue Budget: $21,584,750.00

1. Record Appropriation(s):

CITY COUNCIL
MEETING DESCRIPTION ACCOUNT # AMOUNT
June 5, 2024 Mid-Cycle Budget Adjustments Various $(733,750.00) February 5, 2025 Mid-Year Budget Adjustments
1105-20-XNC-XNCL-
000-00000-438000- $50,000.00
TOTAL: $(683,750.00)
Amended Quality of Life Fund 1105 FY 2024/25 Revenue Budget: $20,901,000.00 Quality of Life Fund 1105 Adopted FY 2024/25 Expenditure Budget: $21,584,750.00

2. Record Appropriation(s):

Amended Quality of Life Fund 1105 FY 2024/25 Expenditure Budget: $38,332,186.66

CITY COUNCIL
MEETING DESCRIPTION ACCOUNT # AMOUNT
June 5, 2024 Mid-Cycle Budget Adjustments Various $(733,750.00) July 1, 2024 FY2023/2024 Carryovers Various 14,278,782.66 February 5, 2025 Mid-Year Budget Adjustments Various 2,978,532.00 May 21, 2025
CIP 13-04 Bradley Road Bridge
Over Salt Creek
1105-55-PWD-CIPS-
000-00000-760000- 223,872.00
TOTAL: $16,747,436.66
Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 144

Menifee Mayor and City Council
May 21, 2025
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Amending the Fiscal Year 2024/25 Quality of Life (Measure DD) Fund Budget CIP 13-04 Bradley Road Bridge Over Salt Creek
2 4
7 3
1 5

3. Record Transfer of Funds:

FROM ACCOUNT # TO ACCOUNT # AMOUNT
TOTAL:

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MENIFEE DOES HEREBY RESOLVE AS FOLLOWS:

The annual budget for the Quality of Life Fund 1105 for the City of Menifee for FY2024/25 is hereby increased and amended to reflect unanticipated revenues and expenditures as follows:

Revenues:

N/A $0.00
Amended Quality of Life Fund 1105 FY2024/25 Budget $20,901,000.00

Expenditures:

CIP 13-04 Bradley Road Bridge Over Salt Creek $223,872.00 Amended Quality of Life Fund 1105 FY2024/25 Budget $38,332,186.66 PASSED, APPROVED AND ADOPTED this 21st day of May, 2025. _____________________________
Ricky Estrada, Mayor
ATTEST: APPROVED AS TO FORM:
____________________________ ____________________________ Stephanie Roseen, City Clerk Jeffrey T. Melching, City Attorney Item Title: 10.10
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 145

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May 21, 2025
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CITY OF MENIFEE
SUBJECT: Agreement Amendment with Kimley-Horn and Associates, Inc. for the Civic Center Parking Lot Project
MEETING DATE: May 21, 2025
TO: Mayor and City Council
PREPARED BY: Carlos Geronimo, Engineering Manager
REVIEWED BY: Nick Fidler, Public Works Director
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Approve and authorize the City Manager to execute Amendment No. 3 to the Professional Services Agreement with Kimley-Horn and Associates, Inc., increasing the compensation by $42,439.22, for a total not-to-exceed amount of $395,543.22, and extending the terms of the through December 31, 2025 for the Civic Center Parking Lot Project, Capital Improvement Program (CIP) Project No. 22-24.

DISCUSSION
The Civic Center Parking Lot Project, CIP No. 22-24 (“Project”) constructs a parking lot located in the new Civic Plaza to accommodate current and future facility parking. Amenities currently surrounding the Project area include Central Park, residential developments, retail locations, and civic centers. The future Central Park Amphitheater is expected to hold large events and parking availability in the area must be expanded beyond the existing parking lot which currently accommodates just 41 vehicles. The parking lot is designed to accommodate approximately 300 parking stalls and includes American’s with Disabilities Act (ADA) accessible parking and designated spaces for future electric vehicle (EV) charging stations. The Project considers the parking needs for the future City Hall building with a focus on minimizing impacts and conflicts for future construction of the building.

On March 16, 2022, the City of Menifee entered into a Professional Services Agreement (“Agreement”) with Kimley-Horn and Associates, Inc. (“Consultant”) to provide plans, specifications, and estimates (PS&E) and civil design services for the Project. As design efforts progressed, several previously approved amendments to the Agreement were required to extend the terms and expand the original scope of work. Although staff makes every effort to carefully study and anticipate the extent of the scope of work needed to achieve project goals, unforeseen task needs and unanticipated timeline delays are often experienced as a Project Item Title: 10.11
Agreement Amendment with Kimley-Horn and Associates, Inc. for the Civic Center Parking Lot Project Item Page Number: 1

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May 21, 2025
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City of Menifee Staff Report
CIP22-24 Kimley-Horn Amendment No. 3
May 21, 2025

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progresses. A summary of Agreement activity for the Project is included in Table 1 below.

TABLE 1 - CONTRACT AMENDMENT HISTORY
Agreement Activity Approval Date Summary of Changes Value Original Agreement March 16, 2022 Civil design services. $235,106.00 Amendment No.1 May 17, 2023
Photometric plans, additional
reporting, bidding phase and
construction support services.

Extend terms through June 30, 2024. $84,558.00
Amendment No. 2 March 6, 2024
Additional project administration,
utility coordination, and plan review
services. Extend terms through June
30, 2025. $33,440.00
Amendment No. 3 TBD
Additional construction administration
and environmental inspections.

Extend terms to December 31, 2025 $42,439.22
TOTAL $395,543.22
Amendment No. 3
The proposed Amendment No. 3 is necessary to cover additional environmental inspection and construction administration services required by the Consultant to support the construction phase and properly close out the Project. The additional scope of work included in the proposed Amendment No. 3 would cover the following items:

Task 1: Project Administration, Meeting & Coordination
Task 1.1 – Project Administration and Meetings
•Additional coordination efforts between Kimley-Horn and the City for the remainder of the construction.

Task 2: Environmental
Task 4.2 – Archeological Monitoring Plan/Review of Tribal Material •It is anticipated that an additional six weeks of construction excavation will be required based on the remaining construction activities related to trenching and excavation for the Project.

Task 8: Bid and Construction Phase Servies
Revisions to the final design plans including:
•Removal of the shared driveway between the Civic Center parking lot and the Fairfield Inn & Suites hotel.
•Redesign of meandering sidewalk to include flush access to newly proposed ADA parking stalls resulting in revisions to landscaping and irrigation plans. •Revisions to parking lot light location and EV conduits and pull-box placements.

The Consultant’s original scope for construction support services included biological and archeological surveys prior and during construction which were estimated to take approximately two weeks to complete. Once the Project schedule was received and construction activities commenced, it was determined that excavation activities would require a period of two months to Item Title: 10.11
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May 21, 2025
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May 21, 2025

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complete, requiring additional time and effort from the Consultant for the archeological inspections.

The final drawings initially included a shared used driveway with the adjacent Fairfield Inn Hotel to accommodate overflow parking of the hotel. The hotel owners have now indicated their preference not to have a shared used driveway, requiring revisions to the final drawings. In addition, the City’s Building and Safety division requested additional changes to the plans including the addition of handicap ready parking stalls, realignment of the meandering sidewalk, and an increase in the number of future electric vehicle charging stations. These revisions and additions were not part of the Consultant’s original scope and therefore necessitate the proposed Amendment No. 3.

The total cost for the additional services included in Amendment No. 3 would be $42,439.22, which would increase the total not-to-exceed Agreement value to $395,543.22. This total represents the original Agreement, all prior amendments, and the proposed Amendment No. 3.

Pursuant to Menifee Municipal Code §3.12.090, any change orders in the amount greater than 10% of the contract amount or that exceeds $25,000 in value, and any time extension of a performance deadline that exceeds 60 days, shall be approved by the City Council.

STRATEGIC PLAN OBJECTIVE
Community Engagement and Social Infrastructure

FISCAL IMPACT
The total fiscal impact of the proposed Amendment No. 3 would be $42,439.22, which would increase the total not-to-exceed Agreement value to $395,543.22. Funding for Amendment No. 3 would not result in any additional appropriation to the Project as the funds are already available in the current fiscal year 2024/2025 budget within the General Fund for public facilities (1100- PWD-CIPS-760050), and are within the previously approved design budget for the Project, as summarized in Table 2 below:

TABLE 2: IDENTIFIED PROJECT FUNDING
Fund Project Account String Available Budget Anticipated Cost General Fund CIP22-24.1100.DES.CAE $174,117 $42,439.22
No additional budget appropriation action(s) is required.

ATTACHMENTS

1. Project Location Map

2. Amendment No. 3
Item Title: 10.11
Agreement Amendment with Kimley-Horn and Associates, Inc. for the Civic Center Parking Lot Project Item Page Number: 3

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May 21, 2025
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City of Menifee Staff Report
CIP22-24 Kimley-Horn Amendment No. 3
May 21, 2025

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3. Original Agreement

4. Amendment No. 1

5. Amendment No. 2
Item Title: 10.11
Agreement Amendment with Kimley-Horn and Associates, Inc. for the Civic Center Parking Lot Project Item Page Number: 4

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May 21, 2025
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T o w
n
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t
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Menifee Center Dr
Civic Plaza Dr
City Hall Dr
215
N e w p o r t R d
Haun Rd
Antelope Rd
Project Site
0 0.02 0.04
Miles
Path: E:\Project_Specific_Maps\Engineering_PublicWorks\Civic_Center_Parking_Lot\Civic_Center_Parking_Lot.aprx Date: 1/27/2022 Civic Center Parking Lot (CIP 22-24)
Project Location Map
Item Title: 10.11
Agreement Amendment with Kimley-Horn and Associates, Inc. for the Civic Center Parking Lot Project Item Page Number: 5

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May 21, 2025
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AMENDMENT NO. 3 TO

PROFESSIONAL SERVICES AGREEMENT
CIP 22-24 CIVIC CENTER PARKING LOT IMPROVEMENT PROJECT
(CIVIL DESIGN PLANS, SPECIFICATIONS, AND ESTIMATE (“PS&E”) SERVICES) AMENDMENT NO. 3 TO

PROFESSIONAL SERVICES AGREEMENT
CIP 22-24 CIVIC CENTER PARKING LOT IMPROVEMENT PROJECT
(CIVIL DESIGN PLANS, SPECIFICATIONS, AND ESTIMATE (“PS&E”) SERVICES) This is Amendment No. 3 (“Amendment No. 3”) to that certain Professional Services Agreement (“Agreement”) made on March 16, 2022 between the City of Menifee (“City”) and KIMLEY-HORN AND ASSOCIATES, INC. (“Consultant”) for CIP 22-24 CIVIC CENTER

PARKING LOT IMPROVEMENT PROJECT (CIVIL DESIGN PLANS, SPECIFICATIONS, AND ESTIMATE (“PS&E”) SERVICES) as amended by that certain Amendment No. 1 to the Agreement entered into on May 17, 2023 (“Amendment No. 1”), as amended by that certain Amendment No. 2 to the Agreement entered into on March 6, 2024 (“Amendment No. 2”), which this Amendment No. 3 is made and entered into on ______________, 2025 to extend the term, increase the compensation amount, and augment the scope of work as indicated below:

1. Capitalized terms used but not defined in this Amendment No. 3 shall have the meanings ascribed to them in the Agreement.

2. Section 1.1, “Term of Services” is amended to read as follows:

1.1 Term of Services. The term of this Agreement shall begin on March 16, 2022 and shall end on December 31, 2025 unless the term of the 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 the City's right to terminate the Agreement, as provided for in Section 8.

3.SECTION 2, “Compensation” is amended to increase the maximum compensation by

FORTY TWO THOUSAND FOUR HUNDRED THIRTY NINE DOLLARS AND TWENTY TWO CENTS ($42,439.22), and is amended to read as follows:

SECTION 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed THREE HUNDRED NINETY

FIVE THOUSAND FIVE HUNDRED FORTY THREE DOLLARS AND TWENTY TWO CENTS ($395,543.22) notwithstanding any contrary indications that may be contained in Consultant's proposal, for the Services to be performed 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.

4. Exhibit A, “Scope of Services” is supplemented to include the supplement attached as Exhibit A hereto. The supplement to the “Scope of Services” is not intended to replace the Item Title: 10.11
Agreement Amendment with Kimley-Horn and Associates, Inc. for the Civic Center Parking Lot Project Item Page Number: 6

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May 21, 2025
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AMENDMENT NO. 3 TO

PROFESSIONAL SERVICES AGREEMENT
CIP 22-24 CIVIC CENTER PARKING LOT IMPROVEMENT PROJECT
(CIVIL DESIGN PLANS, SPECIFICATIONS, AND ESTIMATE (“PS&E”) SERVICES) original Exhibit A to the Agreement, but instead to augment and increase the scope of work listed in the original Exhibit A to the Agreement. The initial paragraph of the original Exhibit A, “Scope of Services”, to the Agreement is amended to read as follows:

EXHIBIT A

SCOPE OF SERVICES
Consultant shall provide CIP 22-24 CIVIC CENTER PARKING LOT IMPROVEMENT PROJECT (CIVIL DESIGN PLANS, SPECIFICATIONS, AND ESTIMATE (“PS&E”) SERVICES) in the amount not to exceed THREE HUNDRED NINETY FIVE THOUSAND FIVE HUNDRED FORTY THREE DOLLARS AND TWENTY TWO CENTS ($395,543.22) as further detailed in the following page(s).

5. All other terms and conditions of the Agreement remain in full force and effect.

6. This Amendment No. 3 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. (Signatures on Following Page)
Item Title: 10.11
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May 21, 2025
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AMENDMENT NO. 3 TO

PROFESSIONAL SERVICES AGREEMENT
CIP 22-24 CIVIC CENTER PARKING LOT IMPROVEMENT PROJECT
(CIVIL DESIGN PLANS, SPECIFICATIONS, AND ESTIMATE (“PS&E”) SERVICES) CITY OF MENIFEE KIMLEY-HORN AND ASSOCIATES, INC.
_______________________________ _______________________________ Armando G. Villa, City Manager Anthony Podegracz, Senior Vice President
Attest: ________________________________
Megan Ulery, Shareholder
_______________________________
Stephanie Roseen, City Clerk
Approved as to Form:
_______________________________
Jeffrey T. Melching, City Attorney
Item Title: 10.11
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May 21, 2025
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EXHIBIT A

EXHIBIT A
Supplement to Scope of Services
Item Title: 10.11
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May 21, 2025
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EXHIBIT A
Item Title: 10.11
Agreement Amendment with Kimley-Horn and Associates, Inc. for the Civic Center Parking Lot Project Item Page Number: 10

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May 21, 2025
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EXHIBIT A
Item Title: 10.11
Agreement Amendment with Kimley-Horn and Associates, Inc. for the Civic Center Parking Lot Project Item Page Number: 11

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May 21, 2025
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2671/031858-0001
7630376.2 a01/03/22

CITY OF MENIFEE

PROFESSIONAL SERVICES AGREEMENT
CIP 22-24: CIVIC CENTER PARKING LOT PROJECT DESIGN SERVICES (CIVIL DESIGN PLANS, SPECIFICATIONS, AND ESTIMATE (“PS&E”) SERVICES THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and effective this _______ day of ______, 2022 (“Effective Date”) by and between the CITY OF MENIFEE, a California municipal corporation, (“City”) and KIMLEY-HORN AND ASSOCIATES, INC., a North Carolina Corporation (“Consultant”). City and Consultant may sometimes herein be referred to individually as a “Party” and collectively as the “Parties.” SECTION 1. 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 sub sequent task orders as requested by the Contract Administrator (as defined below), in accordance with the Scope of Services. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, this Agreement shall prevail.

1.1 Term of Services. The term of this Agreement shall begin on March 16, 2022 and shall end on June 30, 2023 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 Se rvices 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 of first 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 compe tent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession and to the sole satisfaction of the Contract Administrator.

1.3 Assignment of Personnel . Consultant shall assign only comp etent personnel to perform the Services pursuant to Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.

1.4 Time. Consultant shall devote such time to the performance of the Services pursuant to this Agreement as may be reasonably necessary to satisfy Consultant’s obligations hereunder.

DocuSign Envelope ID: BF4A941B-0D4D-4BA4-A0A8-C12086FC7117 DocuSign Envelope ID: 894AC757-800A-4EFD-A5FF-68186E6D356B March16th
Item Title: 10.11
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1.5 Authorization to Perform Services. Consultant is not authorized to perform any of the Services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator.

1.6 Covid-19 Safety. If Consultant enters C ity property or meets in person with City employees during the performance of the Services, Consultant shall comply with all State, County, and local emergency orders, directives, protocols, and best practices related to the COVID -19 pandemic, including, but not limited to: (A) wearing facial coverings, (B) maintaining adequate physical distancing when possible, (C) regular hand washing, and (D) regular hand sanitizing.

SECTION 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed TWO HUNDRED THIRTY FIVE THOUSAND ONE HUNDRED SIX DOLLARS AND ZERO CENTS ($235,106.00) notwithstanding any contrary indications that may be contained in Consultant’s proposal, for the Services to be performed 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 pursu ant 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 for the Services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information:
a. Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
b. The beginning and ending dates of the 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 of the 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;
DocuSign Envelope ID: BF4A941B-0D4D-4BA4-A0A8-C12086FC7117 DocuSign Envelope ID: 894AC757-800A-4EFD-A5FF-68186E6D356B Item Title: 10.11
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g. The Consultant Representative’s signature.

Invoices shall be submitted to:

City of Menifee
Attn: Accounts Payable
29844 Haun Road
Menifee, CA 92586

2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for the Services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant.

2.3 Final Payment. City shall pay the la st ten percent (10%) of the total amount due pursuant to this Agreement within sixty (60) days after completion of the Services and submittal to City of a final invoice, if all of the Services required have been satisfactorily performed.

2.4 Total Payment . Ci ty shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering the Services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement.

In no event shall Consultant submit any invoice for an amount in excess of 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 expenses are included within the maximum amount of this Agreement.

2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any federal or state taxes.

2.8 Payment upon Termination . In the event that City or Co nsultant 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 facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees DocuSign Envelope ID: BF4A941B-0D4D-4BA4-A0A8-C12086FC7117 DocuSign Envelope ID: 894AC757-800A-4EFD-A5FF-68186E6D356B Item Title: 10.11
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and reviewing records and the information in possession of City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be required to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long -distance telephone or other communication charges, vehicles, and reproduction facilities.

SECTION 4. INSURANCE REQUIREMENTS.

Before beginning any work under this Agreement, Consultant, at its own cost and expense, 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 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 of such insurance shall be included in Consultant’s comp ensation. 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 thereof to City. Verification of the 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.

4.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Consultant pursuant to the provisions of the California Labor Code. Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident, ONE MILLION DOLLARS ($1,000,000.00) disease per employee, and ONE MILLION DOLLARS ($1,000,000.00) disease per policy. In the alternative, 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 of the California Labor Code. Determination of whether 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, if a program of self- insurance is provided, shall waive all rights of subrogation against City and its officers, officials, employees, and authorized volunteers for loss arising from the Services performed under this Agreement.

4.2 Commercial General and Automobile Liability Insurance. a. General requirem ents. 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, TWO MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General Liability Insurance o r an Automobile Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the Services to be performed under this Agreement or the general aggregate limit shall be at least t wice the required occurrence limit. Such coverage shall include but shall not be limited to, protection DocuSign Envelope ID: BF4A941B-0D4D-4BA4-A0A8-C12086FC7117 DocuSign Envelope ID: 894AC757-800A-4EFD-A5FF-68186E6D356B Item Title: 10.11
Agreement Amendment with Kimley-Horn and Associates, Inc. for the Civic Center Parking Lot Project Item Page Number: 15

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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 of hired, owned, and non-owned automobiles.
b. Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001.

Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage. c. Additional requirements. Each of the following shall be included in t he insurance coverage or added as a certified endorsement to the policy:
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 officers, employees, agents, and volunteers.

4.3 Professional Liability Insurance.
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 ($25,000), 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 of the Services. Such continuation coverage may be provided by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the Services under this Agreement. City shall have the DocuSign Envelope ID: BF4A941B-0D4D-4BA4-A0A8-C12086FC7117 DocuSign Envelope ID: 894AC757-800A-4EFD-A5FF-68186E6D356B Item Title: 10.11
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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 of the claim reporting requirements must be submitted to City prior to the commencement of the Services under this Agreement.

4.4 All Policies Requirements.
a. Acceptability of insurers . All insurance required by this Section is to be placed with insurers with a Bests’ rating of no less than A:VII and admitted in California. b. Verification of coverage . Prior to beginning the Services under this Agreement, Consultant shall furnish City with Certificates of Insurance, additional insured endorsement or policy language granting additional insured status complete certified copies of all 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 Insurance must inclu de the following reference : CIP 22-24: CIVIC CENTER PARKING LOT PROJECT DESIGN SERVICES (CIVIL DESIGN PLANS, SPECIFICATIONS, AND ESTIMATE (“PS&E”) . The 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 behalf of Consultant. c. Notice of Reduction in or Cancellation of Coverage . C onsultant shall provide written notice to City within ten (10) working days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self-insured retention is increased.
d. Additional insured; primary 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 o f Consultant, including the insured’s general supervision of Consultant; products and completed operations of 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 (1) year after the expiration or termination of this Agreement or completion of the 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.
e. Deductibles and Self -insured Retentions . Consultant shall obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the Services.

DocuSign Envelope ID: BF4A941B-0D4D-4BA4-A0A8-C12086FC7117 DocuSign Envelope ID: 894AC757-800A-4EFD-A5FF-68186E6D356B Item Title: 10.11
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During the term of 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 losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.
f. Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
g. Variation. The 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 of such insurance are either not commercially available, or that City’s interests are otherwise fully 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 s top work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or c. Terminate this Agreement.

SECTION 5. INDEMNIFICATION.

5.1 Indemnification for Professional Liability . 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 from and against any and all claims, losses, costs, damages, expenses, liabilities, liens, actions, causes of action (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 of professional services under this Agreement.

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5.2 Indemnification for Other than Professional Liability . 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 of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subcontractors of Consultant.

5.3 Limitation of Indemn ification for Design Professionals . Notwithstanding any provision of this Section 5 to the contrary, design professionals are required to defend and indemnify City only to the extent permitted by Civil Code Section 2782.8. The term “design professional” as defined in Section 2782.8, is limited to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code.

5.4 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. The provisions of this Section 5 shall not release City fro m liability arising from gross negligence or willful acts or omissions of City or any and all of its officers, officials, employees, and agents acting in an official capacity.

SECTION 6. STATUS OF CONSULTANT.

6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar 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 Service s 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 for the fees paid to Consultant as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing the Serv ices 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 for 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 contributio n to be paid by City for employer contributions and/or employee contributions for PERS benefits.

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SECTION 7. LEGAL REQUIREMENTS.

7.1 Governing Law. The laws of the State of California shall govern 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 S ervices 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 of Industrial Relations of the State of California, will be the minimum paid to all laborers, including Consultant’s employee and subcontractors. It is understood that it is the responsibility of Consultant to determine the correct scale. The State Prevailing Wage Rates may be obtained from the California Department of Industrial Relations (“DIR”) pursuant to California Public Utilities Code, Sections 465, 466, and 467 by calling 415 -703-4774. Appropriate records demonstrating compliance with such requirement shall be maintained in a safe and secure location at all times, and readily available at 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 but 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 of any 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 of Section 1781 of the Labor Code, as the same may be amended from time to time, or any other similar law; and/or (iii) failure by Consultant or any party performing the Services to provide any require d disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, or any other similar law. It is agreed by the Parties that, in connection with performance of the Services, including, without limitation, any and all public works (as defined by applicable law), Consultant shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, 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 of all subcontractors.

7.3 Licenses and Permits. Consultant represents 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 t heir 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, permit s, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City.

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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 Termination 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 the date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or City in connection with this Agreement.

8.4 Extension. City may, in its sole and exclusive discretion, extend the end da te of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees 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. The Parties may amend this Agreement only by a writing signed by all the Parties.

8.6 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance 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 of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in Consultant’s proposal, without prior written approval of the Contract Administrator. In 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 of 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 Breach by Consultant. If Consultant materially 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; DocuSign Envelope ID: BF4A941B-0D4D-4BA4-A0A8-C12086FC7117 DocuSign Envelope ID: 894AC757-800A-4EFD-A5FF-68186E6D356B Item Title: 10.11
Agreement Amendment with Kimley-Horn and Associates, Inc. for the Civic Center Parking Lot Project Item Page Number: 21

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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. KEEPING AND STATUS OF RECORDS.

9.1 Records Created as Part of Consultant’s Performance . 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 of City. Consultant hereby agrees to deliver those documents to City upon the expiration or termination of this Agreement. It is understood and agreed that the documents and other 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 Parties unless required by law.

9.2 Licensing of Intellectual Property . This Agreement 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 ta ngible 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 Consul tant 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 maintai n any and all ledgers, books of account, 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 the date of final 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.

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9.4 Inspection and Audit of Records . Any records or documents that Section 9.3 of 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 California Government Code Section 8546.7, if the amount of public 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 of City, for a period of three (3) years after final payment under this Agreement.

SECTION 10. MISCELLANEOUS PROVISIONS.

10.1 Attorneys’ Fees. If either Party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees and expenses including costs, in addition to any other relief to which that Party may be entitled; provi ded, however, that the attorneys’ fees awarded pursuant to this Section shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing Party in the conduct of the litigation. The court may set such fees in the same action or in a separate action brought for that purpose.

10.2 Applicable Law; Venue. The internal laws of the State of California shall govern the interpretation and enforcement of this Agreement. In 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.

10.3 Severability. 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 Headings and Subheadings . The section headings and subheadings contained in this Agreement are included for convenience only and shall no t limit or otherwise affect the terms of this Agreement.

10.5 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.

10.6 Successors and Assigns. The provisions of this 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 Kari Cano (“Consultant’s Representative”). The Consultant’s Representative shall have full 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.

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10.8 City Contract Administration . This Agree ment shall be administered by a City employee, Carlos Geronimo, Sr. Civil Engineer (“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:

Kimley-Horn and Associates, Inc.

Attn: Kari Cano
3880 Lemon Street, Suite 420
Riverside, CA 92501
Any written notice to City shall be sent to the Contract Administrator at:

City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Carlos Geronimo, Sr. Civil Engineer
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 of a technical report, first page of design 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 Reg istered Professional with report/design responsibility,” as in the following example.

__________________________________________
Seal and Signature of Registered Professional with
report/design responsibility.

10.11 Rights and Remedies. Except 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 o r different times, of any other rights or remedies for the same default or any other default by the other Party.

10.12 Integration. This Agreement, including the scope of services attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between City and DocuSign Envelope ID: BF4A941B-0D4D-4BA4-A0A8-C12086FC7117 DocuSign Envelope ID: 894AC757-800A-4EFD-A5FF-68186E6D356B Item Title: 10.11
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Consultant and supersedes all prior negotiations, representations, 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 of the authorship of this Agreement or any other rule of construction which might otherwise apply.

10.13 Counterparts. 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 of Contract. The persons executing this Agreement on behalf of each 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.

10.15 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 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 Party Beneficiaries. With the exception of the 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 Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the 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 of this 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 of this Agreement or any work to be conducted as a result of this Agreement.

10.19 No Benefit to Arise to City 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 (1) 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. [Signatures on Following Page]

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IN WITNESS WHEREOF, the Parties hereto have executed and entered into this Agreement as of the Effective Date.

CITY OF MENIFEE

Armando G. Villa, City Manager

Attest:

Stephanie Roseen, Acting City Clerk

Approved as to Form:

Jeffrey T. Melching, City Attorney

CONSULTANT

Brian Gillis, Vice President

Leo Espelet, Assistant Secretary

[Corporation must have two signatures]
DocuSign Envelope ID: BF4A941B-0D4D-4BA4-A0A8-C12086FC7117 DocuSign Envelope ID: 894AC757-800A-4EFD-A5FF-68186E6D356B Item Title: 10.11
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EXHIBIT A

SCOPE OF SERVICES
Services shall include Civil Design, Plans, Specifications, and Estimate (“PS&E”) Services for CIP 22-24: Civic Center Parking Lot Project in the amount not to exceed TWO HUNDRED

THIRTY FIVE THOUSAND ONE HUNDRED SIX DOLLARS AND ZERO
CENTS ($235,106.00) as further detailed in the following page(s) DocuSign Envelope ID: BF4A941B-0D4D-4BA4-A0A8-C12086FC7117 DocuSign Envelope ID: 894AC757-800A-4EFD-A5FF-68186E6D356B Item Title: 10.11
Agreement Amendment with Kimley-Horn and Associates, Inc. for the Civic Center Parking Lot Project Item Page Number: 27

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AMENDMENT NO. 1 TO

PROFESSIONAL SERVICES AGREEMENT
CIP 22-24 CIVIC CENTER PARKING LOT IMPROVEMENT PROJECT
(CIVIL DESIGN PLANS, SPECIFICATIONS, AND ESTIMATE (“PS&E”) SERVICES)

This is Amendment No. 1 (“Amendment No. 1”) to that certain Owner Contractor Agreement (“Agreement”) made on March 16, 2022 between the City of Menifee (“City”) and KIMLEY-HORN AND ASSOCIATES, INC. (“Consultant”) for CIP 22-24 CIVIC CENTER

PARKING LOT IMPROVEMENT PROJECT (CIVIL DESIGN PLANS,
SPECIFICATIONS, AND ESTIMATE (“PS&E”) SERVICES) which this Amendment No. 1 is made and entered into on ______________, 2023 to extend the term, increase the scope of work and compensation amount as indicated below:

1. Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings ascribed to them in the Agreement.

2. Section 1.1, “Term of Services” is amended to read as follows:

1.1 Term of Services. The term of this Agreement shall begin on March 16, 2022 and shall end on June 30, 2024 unless the term of the 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 the City's right to terminate the Agreement, as provided for in Section 8.

3. SECTION 2 , “Compensation” is amended to increase the maximum compensation by $84,558.00 (EIGHTY FOUR THOUSAND FIVE HUNDRED FIFTY EIGHT DOLLARS AND ZERO CENTS), and is amended to read as follows:

SECTION 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed $ 319,664.00 (THREE

HUNDRED NINETEEN THOUSAND SIX HUNDRED SIXTY FOUR DOLLARS AND ZERO CENTS) notwithstanding any contrary indications that may be contained in Consultant's proposal, for the Services to be performed 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.

4. Exhibit A, “Scope of Services” is supplemen ted to include the supplement attached as Exhibit A hereto. The supplement to the “Scope of Services” is not intended to replace the DocuSign Envelope ID: 7957C2C4-F8E4-4936-AADE-8CC840FD7575 DocuSign Envelope ID: 10C409B5-EC9B-4F77-8E2A-4456D5ED0800 May 17
Item Title: 10.11
Agreement Amendment with Kimley-Horn and Associates, Inc. for the Civic Center Parking Lot Project Item Page Number: 44

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Professional Services Amendment No. 1 with KIMLEY-HORN AND ASSOCIATES, INC. original Exhibit A to the Agreement, but instead to augment and increase the scope of work listed in the original Exhibit A to the Agreement. The initial paragraph of the original Exhibit A, “Scope of Services”, to the Agreement is amended to read as follows:

EXHIBIT A

SCOPE OF SERVICES

Consultant shall provide N/A in the amount not to exceed $84,558.00 (EIGHTY FOUR THOUSAND FIVE HUNDRED FIFTY EIGHT DOLLARS AND ZERO CENTS ) as further detailed in the following page(s).

5. All other terms and conditions of the Agreement remain in full force and effect.

6. This Amendment No. 1 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. (Signatures on Following Page)
DocuSign Envelope ID: 7957C2C4-F8E4-4936-AADE-8CC840FD7575 DocuSign Envelope ID: 10C409B5-EC9B-4F77-8E2A-4456D5ED0800 Item Title: 10.11
Agreement Amendment with Kimley-Horn and Associates, Inc. for the Civic Center Parking Lot Project Item Page Number: 45

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Professional Services Amendment No. 1 with KIMLEY-HORN AND ASSOCIATES, INC.

CITY OF MENIFEE KIMLEY-HORN AND ASSOCIATES, INC.

_______________________________ _______________________________ Armando G. Villa, City Manager Anthony Podegracz, Senior Vice President

Attest: ________________________________
Megan Ulery, Shareholder

_______________________________
Kay Vinson, City Clerk

Approved as to Form:

_______________________________
Jeffrey T. Melching, City Attorney

DocuSign Envelope ID: 7957C2C4-F8E4-4936-AADE-8CC840FD7575 DocuSign Envelope ID: 10C409B5-EC9B-4F77-8E2A-4456D5ED0800 Item Title: 10.11
Agreement Amendment with Kimley-Horn and Associates, Inc. for the Civic Center Parking Lot Project Item Page Number: 46

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Professional Services Amendment No. 1 with KIMLEY-HORN AND ASSOCIATES, INC.

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AMENDMENT NO. 2 TO

PROFESSIONAL SERVICES AGREEMENT
CIP 22-24 CIVIC CENTER PARKING LOT IMPROVEMENT PROJECT
(CIVIL DESIGN PLANS, SPECIFICATIONS, AND ESTIMATE (“PS&E”) SERVICES)

AMENDMENT NO. 2 TO

PROFESSIONAL SERVICES AGREEMENT
CIP 22-24 CIVIC CENTER PARKING LOT IMPROVEMENT PROJECT
(CIVIL DESIGN PLANS, SPECIFICATIONS, AND ESTIMATE (“PS&E”) SERVICES)

This is Amendment No. 2 (“Amendment No. 2”) to that certain Professional Services Agreement (“Agreement”) made on March 16, 2022 between the City of Menifee (“City”) and KIMLEY-HORN AND ASSOCIATES, INC. (“Consultant”) for CIP 22-24 CIVIC CENTER

PARKING LOT IMPROVEMENT PROJECT (CIVIL DESIGN PLANS,
SPECIFICATIONS, AND ESTIMATE (“PS&E”) SERVICES) as amended by that certain Amendment No. 1 to the Agreement entered into on May 17, 2023 (“Amendment No. 1”), which this Amendment No. 2 is made and entered into on ______________, 2024 to extend the term, increase the compensation amount and augment the scope of work as indicated below:

1. Capitalized terms used but not defined in this Amendment No. 2 shall have the meanings ascribed to them in the Agreement.

2. Section 1.1, “Term of Services” is amended to read as follows:

1.1 Term of Services. The term of this Agreement shall begin on March 16, 2022 and shall end on June 30, 2025 unless the term of the 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 the City's right to terminate the Agreement, as provided for in Section 8.

3. SECTION 2 , “Compensation” is amended to increase the maximum compensation by (THIRTY THREE THOUSAND FOUR HUNDRED FORTY DOLLARS AND ZERO CENTS) $33,440.00, and is amended to read as follows:

SECTION 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed (THREE HUNDRED FIFTY

THREE THOUSAND ONE HUNDRED FOUR DOLLARS AND ZERO CENTS ) $353,104.00 notwithstanding any contrary indications that may be contained in Consultant's proposal, for the Services to be performed 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 DocuSign Envelope ID: 1EB91AC5-C80F-470B-96DE-5FF45E270A65 March 6
Item Title: 10.11
Agreement Amendment with Kimley-Horn and Associates, Inc. for the Civic Center Parking Lot Project Item Page Number: 50

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May 21, 2025
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AMENDMENT NO. 2 TO

PROFESSIONAL SERVICES AGREEMENT
CIP 22-24 CIVIC CENTER PARKING LOT IMPROVEMENT PROJECT
(CIVIL DESIGN PLANS, SPECIFICATIONS, AND ESTIMATE (“PS&E”) SERVICES) in advance by City, Consultant shall not bill City for duplicate services performed by more than one person.

EXHIBIT A

SCOPE OF SERVICES

Consultant shall provide
CIP 22 -24 CIVIC CENTER PARKING LOT

IMPROVEMENT PROJECT (CIVIL DESIGN PLANS, SPECIFICATIONS, AND ESTIMATE (“PS&E”) SERVICES) in the amount not to exceed (THREE HUNDRED

FIFTY THREE THOUSAND ONE HUNDRED FOUR DOLLARS AND ZERO CENTS) $353,104.00 as further detailed in the following page(s).

5. All other terms and conditions of the Agreement remain in full force and effect.

6. This Amendment No. 1 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. (Signatures on Following Page)
DocuSign Envelope ID: 1EB91AC5-C80F-470B-96DE-5FF45E270A65 Item Title: 10.11
Agreement Amendment with Kimley-Horn and Associates, Inc. for the Civic Center Parking Lot Project Item Page Number: 51

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AMENDMENT NO. 2 TO

_______________________________ _______________________________ Armando G. Villa, City Manager Anthony Podegracz, Senior Vice President

Attest: ________________________________
Megan Ulery, Shareholder

_______________________________
Sarah Manwaring, City Clerk

Approved as to Form:

_______________________________
Jeffrey T. Melching, City Attorney

DocuSign Envelope ID: 1EB91AC5-C80F-470B-96DE-5FF45E270A65 Item Title: 10.11
Agreement Amendment with Kimley-Horn and Associates, Inc. for the Civic Center Parking Lot Project Item Page Number: 52

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Exhibit A

EXHIBIT A
Supplement to Scope of Services
[Attached]
DocuSign Envelope ID: 1EB91AC5-C80F-470B-96DE-5FF45E270A65 Item Title: 10.11
Agreement Amendment with Kimley-Horn and Associates, Inc. for the Civic Center Parking Lot Project Item Page Number: 53

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Exhibit A

DocuSign Envelope ID: 1EB91AC5-C80F-470B-96DE-5FF45E270A65 Item Title: 10.11
Agreement Amendment with Kimley-Horn and Associates, Inc. for the Civic Center Parking Lot Project Item Page Number: 54

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May 21, 2025
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CITY OF MENIFEE
SUBJECT: 2025 Annual Report for Citywide Vacancies, and Recruitment and Retention Efforts
MEETING DATE: May 21, 2025
TO: Mayor and City Council
PREPARED BY: Rita Reddy, Human Resources Analyst
REVIEWED BY: Angela Rivera, Human Resources Director
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Receive and file the annual report on citywide vacancy rates, recruitment, and retention efforts for the City of Menifee’s six bargaining units as required by Government Code Section 3502.3.

DISCUSSION
Background
Assembly Bill (AB) 2561 went into effect as of January 1, 2025, and added Section 3502.3 to the Government Code (“Code”). This Code requires all local public agencies to hold an annual public hearing to present a report to their governing body detailing the status of employee vacancies, recruitment and retention efforts, and to evaluate whether any updates to hiring policies, procedures, or recruitment activities are necessary. Additionally, as required by the Code, the public hearing must be held prior to the governing board adopting an annual or multiyear budget and employee organizations for each bargaining unit are entitled to present on the topics noted above during the course of the public hearing.

Per AB2561, if the number of job vacancies within a single bargaining unit equaled or exceeded 20 percent of the total authorized full-time positions, the public agency would be required (upon request by the recognized employee organization) to include the following information during the annual public hearing:
•The total number of job vacancies within the affected bargaining unit. •The total number of applicants for those vacant positions. •The average number of days it takes to complete the hiring process from the date a position is posted.
•Identified opportunities to improve compensation and overall working conditions.

Item Title: 11.1
2025 Annual Report for Citywide Vacancies, and Recruitment and Retention Efforts Item Page Number: 1

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City of Menifee Staff Report
Assembly Bill 2561 (AB 2561)
May 21, 2025

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City of Menifee 2025 AB2561 Compliance Summary
This agenda item satisfies the requirement to hold a public hearing before the City Council during the fiscal year. During the hearing, staff will present data regarding: (i) the number and percentage of vacancies by bargaining unit; (ii) ongoing and planned recruitment activities; and (iii) retention strategies and any obstacles identified in the hiring process. This hearing is occurring prior to adoption of the City’s Biennial 2025/2026 and 2026/2027 Budget, as required.

The City of Menifee currently recognizes six bargaining units: the Menifee City Employees’ Association (MCEA) General, Professional, and Mid-Management Units; the Menifee Miscellaneous Police Employees Association (MMPEA); the Menifee Police Officers Association (MPOA); and the Menifee Police Management Association (MPMA). The City has notified and invited all six recognized employee organizations to attend and present during the public hearing.

As noted previously, additional reporting would be required if any single bargaining unit had a vacancy rate of 20 percent or higher. As of the date of this hearing, no bargaining unit has reached or exceeded the 20 percent vacancy threshold that would trigger additional reporting obligations.

As of January 2024, the City had 18 full-time represented vacancies, reflecting an average vacancy rate of six percent. Table 1 below outlines the vacancy rates per bargaining unit.

TABLE 1: VACANCY RATES BY BARGAINING UNIT
Bargaining Unit Vacancy Rate
The Menifee City Employees’ Association (MCEA) General Unit

5.0%
The Menifee City Employees’ Association (MCEA) Professional Unit

5.0%
The Menifee City Employees’ Association (MCEA)
Mid-Management Unit

5.6%
The Menifee Miscellaneous Police Employees Association
(MMPEA)

9.5%
The Menifee Police Officers Association (MPOA)

10.8%
The Menifee Police Management Association (MPMA) 0%

STRATEGIC PLAN OBJECTIVE
Safe and Vibrant Community
Item Title: 11.1
2025 Annual Report for Citywide Vacancies, and Recruitment and Retention Efforts Item Page Number: 2

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City of Menifee Staff Report
Assembly Bill 2561 (AB 2561)
May 21, 2025

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FISCAL IMPACT
There is no direct fiscal impact associated with this hearing; however, future staffing decisions or policy adjustments may carry future budget implications.

ATTACHMENTS

1. AB 2561 Text

2. Summary of Citywide Vacancy Rates by Bargaining Unit Item Title: 11.1
2025 Annual Report for Citywide Vacancies, and Recruitment and Retention Efforts Item Page Number: 3

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Menifee City CouncilMay 21, 2025

Menifee City Council
May 21, 2025