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AGREEMENT FOR PROFESSIONAL SERVICES
This Professional Services Agreement (“Agreement”) is dated September 5, 2025, (“Effective Date”) and is between the City of Norwalk, a California municipal corporation, (“City”) and The Merino Group, a California Corporation (“Consultant”).
R E C I T A L S
A. City desires to utilize the services of Consultant as an independent contractor to provide professional crisis communications services designed to mee t the City of Norwalk’s needs with precision, flexibility, and cultural fluency.
B. Consultant represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees.
C. City desires to retain Consultant and Consultant desires to serve City to perform these services in accordance with the terms and conditions of this Agreement.
Now therefore, for good and valuable consideration, the parties agree as follows:
1. Consultant’s Services.
1.1 Scope of Services . Consultant shall provide the professional services, as more particularly described in Exhibit A (“Services”).
1.2 Personnel. Consultant has, or will secure at its own expense, all personnel required to perform the Services under this Agreement. All of the Services required under this Agreement shall be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such Services.
1.3 Party Representatives. For the purposes of this Agreement, the City Representative shall be the City Manager, or such other person designated in writing by the City Manager (the “City Representative”). For the purposes of this Agreement, the Consultant Representative shall be Moises Merino (the “Consultant Representative”).
1.4 Time of Performance. Consultant shall commence the Services immediately upon receipt of a notice to proceed from the City Representative. Consultant shall perform all services by the deadline established by the City Representative, or if no deadline is established, with reasonable diligence.
1.5 Permits and Licenses. Consultant shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.
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2. Term of Agreement. The term of this Agreement shall be from the Effective Date for one year , with the option to extend one year , unless sooner terminated as provided in Section 13 herein.
3. Compensation.
3.1 Compensation. As full compensation for Consultant’s Services provided under this Agreement, City shall pay Consultant a monthly retainer of Three Thousand Dollars ($3,000.00) with a maximum annual sum not-to-exceed One Hundred Thousand Dollars ($100,000.00) , based on the rates set forth in the fee schedule, attached hereto as Exhibit B (“Fee Schedule”). In no event shall the Consultant be paid more than the maximum compensation (which includes expenses and additional services, if any) during the term of this Agreement.
3.2 Expenses. City shall only reimburse Consultant for those expenses expressly set forth in Exhibit B. Any expenses incurred by Consultant which are not expressly authorized by this Agreement will not be reimbursed by the City.
3.3 Additional Services. City may request additional services under this Agreement. All such work, however, must be authorized in writing by the City Council or the City Manager, as applicable, prior to commencement. Consultant shall perform such services, and City shall pay for such additional services in accordance with fee schedule set forth in Exhibit B, or as otherwise agreed upon by the parties in writing. Any work incurred by Consultant which is not expressly authorized by this Agreement will not be reimbursed by City.
4. Method of Payment.
4.1 Invoices. Not later than the fifteenth (15th) day of each month, Consultant shall submit to City detailed invoices for all services performed and expenses incurred, if any, pursuant to this Agreement during the prior month. Each invoice shall itemize the services rendered during the billing period, hourly rates charged, if applicable, and the amount due. City shall review each invoice and notify Consultant in writing within ten (10) business days of receipt of any disputed amounts.
4.2 Payment. City shall pay all undisputed portions of the invoices within thirty (30) calendar days after receipt of the invoice up to the maximum compensation specified in Section 3.1 of this Agreement. City shall not withhold federal payroll or state payroll and other taxes, or other similar deductions from each payment made to Consultant.
4.3 Audit of Records. Consultant shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of three years, unless otherwise provided for in Exhibit A. Upon City providing twenty -four (24) hours advanced prior notice, Cons ultant shall make all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement available during Consultant’s regular working hours to City for review and audit by City.
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5. Standard of Performance . Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City.
6. Ownership of Work Product . All reports, documents or other written material developed by Consultant in the performance of this Agreement shall be and remain the property of City without restriction or limitation upon its use or dissemination by City. Such material shall not be t he subject of a copyright application by Consultant.
Any alteration or reuse by City of any such materials on any project other than the Project shall be at City’s sole risk, unless City compensates Consultant for such reuse.
7. Status as Independent Contractor . Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City. Neither City nor any of its agents shall have control over the cond uct of Consultant or any of Consultant’s employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its officers, agents or employees are in any manner employees of City. Consultant shall pay all required taxes on amounts paid to Consultant under this Agreement, and indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the indepe ndent contractor relationship created by this Agreement. Consultant shall fully comply with the workers’ compensation law regarding Consultant and Consultant’s employees. Consultant shall indemnify and hold City harmless from any failure of Consultant to comply with applicable workers’ compensation laws. City may offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this Section 7. The Parties further acknowledges the following: (i) that Consultant shall provide the services outlined in the Services directly to City; (ii) Consultant maintains a business location at the address listed under Section 14 that is separate and distinct from the City; (iii) Consultant contracts with other businesses to provide the same or similar services and maintains a clientele without restriction from the City; (iv) Consultant advertises and holds itself out to the public as available to provide the same or similar services; (v) unless otherwise specified in this Agreement, Consultant provides its own tools, vehicles, and equipment necessary for performing the Scope of Services; (vi) Consultant has proposed and negotiated its own rates; and (vii) consistent with the nature and demands of the Services and the City’s business hours and City staff availability, Consultant may set its own hours and location of work without restriction from the City.
8. Confidentiality. Consultant shall keep all data, documents, discussion, or other information developed or received by Consultant confidential and shall not disclose them to any person or entity without City’s prior written authorization. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the expiration or termination of this Agreement. The terms of this Section 8 shall survive the expiration or termination of this Agreement.
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9. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, shall comply with all California conflict of interest statutes applicable to Consultant’s Services under this Agreement, including, but not limited to, the Political Reform A ct (Gov. Code, § 81000 et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant may perform similar services for other clients, but Consultant and its officers, employees, associates and subconsultants shall not, without the City Representative’s prior written approval, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subconsultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute.
Consultant shall incorporate a clause substantially similar to this Section 9 into any subcontract that Consultant executes in connection with the performance of this Agreement.
10. Indemnification. Consultant shall indemnify, defend and hold harmless City, and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors and assigns in accordance with the Indemnification and Hold Harmless Agreement and Waiver of Subrogation and Contribution attached hereto as Exhibit C. Consultant’s covenant under this Section 10 shall survive the expiration or termination of this Agreement.
11. Insurance.
11.1 Consultant shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, with an insurance company admitted to do business in California, rated “A :VIII” or better in the most recent A.M. Best Insurance Rating Guide, and approved by City, a policy or policies of: (1) broad- form commercial general liability insurance with minimum combined single limits of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate against any injury, death, loss or damage as a result of wrongful or negligent acts by Consultant, its officers, employees, agents, and independent contractors in performance of Services under this Agreement; (2) automobile liability insurance, with minimum combined single limits coverage of One Million Dollars ($1,000,000) per accident for bodily injury and property damage covering any vehicle; (3) professional liability/errors and omissions insurance (as applicable), with minimum combined single limits coverage of One Mill ion Dollars ($1,000,000) per claim and Two Million Dollars ($2,000,000) aggregate, on a form approved by the City Attorney; and (4) workers’ compensation insurance and employer’s liability insurance with a minimum limit of One Million Dollars ($1,000,000) per accident or the amount required by law, whichever is greater. City, its officers, employees, attorneys, and designated volunteers shall be named as additional insureds on the policy(ies) as to commercial general liability and automobile liability with respect to liabilities arising out of Consultant’s performance of Services under this Agreement.
11.2 Each insurance policy required by this Section 11 shall be endorsed as follows: (1) the insurer waives the right of subrogation against City and its officials, officers, employees, agents and representatives; (2) except for professional liability and workers’ compensation policies, the policies are primary and non- contributing with any Docusign Envelope ID: 6F104A34-623D-4273-BA07-DFAF6248342C -5-
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insurance that may be carried by City; and (3) the policies may not be canceled or materially changed except after thirty (30) calendar days’ prior written notice by insurer to City, unless canceled for non- payment, in which case the insurer shall give ten (10) calendar days’ written notice to City.
11.3 All insurance coverages shall be confirmed by execution of endorsements required under Section 11.2. Consultant shall file the endorsements with City on or before the date of commencement of services pursuant to this Agreement, and thereafter maintain current endorsements on file with City. The endorsements are subject to City’s approval. Consultant shall not cancel, reduce or otherwise modify the insurance policies required by this Section 11.
12. Cooperation. In the event any claim or action is brought against City relating to Consultant’s performance of Services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation that City requires.
13. Termination. City may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to Consultant at least five (5) calendar days before the termination is to be effective. If City defaults under this Agreement, and if City has not cured the default within thirty (30) calendar days after Consultant has given City notice of the event of default, Consultant may terminate this Agreement for cause after giving written notice to City at least thirty (30) calendar days before the termination is to be effective. Consultant shall cease all work under this Agreement on or before the effective date of termination specified in the notice of termination. Consultant shall be paid for services satisfactorily rendered to the last working day this Agreement is in effect, and Consultant shall deliver all materials, reports, documents, notes or other written materials compiled through the last working day this Agreement is in effect. In no event shall Consultant be entitled to receive more than the maximum compensation set forth in Section 3 of this Agreement that would be paid to Consultant for the full performance of the services required by this Agreement. Neither party shall have any other claim against the other party by reason of such termination.
14. Notices. Any notices, bills, invoices, or reports required by this Agreement shall be given by first class U.S. mail or by personal service. Notices shall be deemed received on (a) the day of delivery if delivered by hand or overnight courier service during Consultant’s and City’s regular business hours or by facsimile before or during Consultant’s regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses below, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this Section 14. All notices shall be delivered to the parties at the following addresses:
If to City: City Clerk
City of Norwalk
12700 Norwalk Boulevard
Norwalk, California 90650
Fax: (562) 929-5773
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With a copy to:
City Manager
City of Norwalk
12700 Norwalk Boulevard
Norwalk, California 90650
Fax: (562) 929-5503
If to Consultant: Moises Merino
The Merino Group
P.O. Box 227159
Los Angeles, CA 90022
Fax: (213) 634-0900
15. Non Discrimination and Equal Employment Opportunity . In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex , gender, gender identity, gender expression, marital status, national origin, ances try, age, physical disability, mental handicap, medical condition, genetic information or sexual orientation.
16. Non-Assignability; Subcontracting. Consultant shall not subcontract or assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City’s prior written consent. Such consent may be given by the City Manager in his/her discretion. Any attempt by consultant to so subcontract, assign or delegate this Agreement or any rights, duties or obligations arising hereunder in violation of this Section 16 shall be void and of no effect.
17. Compliance with Laws . Consultant shall comply with all applicable federal, state and local laws, ordinances, codes and regulations in the performance of this Agreement. This Agreement may call for services that, in whole or in part, constitute “public works” as defined in the California Labor Code. Therefore, as to those services that are “public works”, Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit D.
17.1 COVID-19. Consultant shall adhere to all COVID -19 related protocols established by the Los Angeles County Department of Public Health (“ County Health Department”) and/or the State of California. Consultant is responsible for providing their own Personal Protective Equipment , if applicable, in accordance with the County Health Department guidelines.
18. No Third Party Beneficiaries Intended . Unless otherwise expressly provided for in Exhibit A, this Agreement is made solely for the benefit of the parties to Docusign Envelope ID: 6F104A34-623D-4273-BA07-DFAF6248342C -7-
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this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement.
19. Non-Waiver of Terms, Rights and Remedies. No waiver by any party of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (1) effective unless it is in writing and signed by the party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states. No delay or omission to exercise any right, power or remedy accruing to Ci ty under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default by Consultant. Further, no payment made by City to Consultant shall constitute or be construed as a waiver by City of any breach or default by Consultant, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default.
20. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated into this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any exhibit, the provisions of this Agreement shall prevail.
21. Entire Agreement . This Agreement and all exhibits referred to in this Agreement constitute the final, complete and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement and supersede all other prior or co ntemporaneous oral or written understandings and agreements of the parties. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty except those expressly set forth in this Agr eement. This Agreement may be modified only by a writing signed by both parties.
22. Governing Law and Choice of Forum. This Agreement, and any dispute arising from the relationship between the parties to this Agreement, shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a municipal, superior or federal court with geographic jurisdiction over the City of Norwalk.
23. Attorney’s Fees. In the event that either party to this Agreement shall commence any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its reasonable attorn eys’ fees together with any costs and expenses, to resolve the dispute and to enforce the final judgment.
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enforceability of the remaining provisions of this Agreement shall not be affected and continue in full force and effect.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF:
The parties hereto have caused this Agreement to be executed the day and year first above written.
CITY OF NORWALK
a California municipal corporation
By: ____________________________
Jesus M. Gomez
City Manager
Date:_______________
ATTEST:
By: ____________________________
Theresa Devoy, CMC
City Clerk
APPROVED AS TO FORM:
By: _____________________________
Arnold M. Alvarez-Glasman
City Attorney
a California corporation
By:______________________________
Name:_Moises Merino_______________
Title:__President/CEO_______________
By:______________________________
Name:___________________________
Title:_____________________________
(Please note: Two signatures required
for corporations pursuant to California
Corporations Code Section 313, unless
corporate documents authorize only
one person to sign this Agreement on
behalf of the corporation.)
Place corporate seal here
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Exhibit A, Pg. 1
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EXHIBIT A
SCOPE OF SERVICES
The Merino Group will provide a full spectrum of crisis communications services designed to meet the City of Norwalk's needs with precision, flexibility, and cultural fluency. We will closely coordinate with the City’s Communications and Public Safety departments. Our aim is to serve as a seamless, strategic extension of Norwalk’s internal team — always responsive, always aligned.
Crisis Response – Billable Hours
The following additional services fall outside the scope of the monthly retainer and will be billed separately at the hourly rate below, based on the nature and urgency of the request:
1. Litigation Communications
2. Crisis Media Management
3. Rapid Response Support
4. Special Research Projects (as assigned by the City Administration) Title / Role - Hourly Rate
President/ CEO / Principal Strategist - $200/hour
Vice President / Senior Strategist - $175/hour
Staff / Research, Writing & Creative Support - $100/hour
Crisis Response: Performance Expectations and Response Standards
The Merino Group attests to meeting the following service standards for Crisis Response:
1. Acknowledge urgent requests within 30 minutes
2. Provide first-draft messaging within 1–2 hours of confirmation
3. Maintain readiness to deploy Spanish-language communications at the same standard as English
4. Remain available after hours, weekends, and holidays Monthly Retainer Deliverables
For a fixed monthly retainer, Crisis Communications Service Vendor will provide the City of Norwalk with ongoing strategic communications support designed to protect and improve the City’s trust with the community.
1. Communications Guidance & Coordination
a. Ongoing advisory support on message development, public safety messaging, and communications planning
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b. Ongoing coordination with City Manager’s Office, Communications, and Public Safety on issue framing and message alignment
c. Ongoing development of proactive narrative frameworks (including public safety concerns)
2. Media and Public Sentiment Monitoring Reports
a. Monthly quick-turn one-pagers summarizing crime trend responses or best practices from other municipalities (e.g., pedestrian safety, catalytic converter theft)
b. Bi-weekly media monitoring reports about the City via Critical Mention or a comparable industry-standard platform (mentions in broadcast, online, and radio coverage)
i. Reports will summarize key coverage, highlight tone and reach, identify emerging issues, and recommend any necessary
adjustments in messaging. Reports will also be used to measure the effectiveness of previous communications efforts.
c. Weekly analysis of social media, sentiment, and regional issues reports with an emphasis on:
i. Public safety issues
ii. Highly charged local issues and impact (e.g., crime trends, protests, legislation)
iii. Misinformation that may require City intervention
iv. Regional/state/federal legislative updates impacting Norwalk
3. Community Messaging & Outreach Support
a. Ongoing production of public safety talking points, press releases, and content updates (e.g., safety tips, emergency preparedness, school zone reminders)
b. Scheduled attendance at select community meetings, as directed by the City, to support messaging consistency and gather resident concerns (e.g., neighborhood watch meetings, town halls, listening sessions, stakeholder meetings)
4. Reporting and Documentation
a. Monthly communications status reports summarizing work performed
5. Media Story Placement
a. Ongoing coordination with the City Administration, Communications, and Public Safety of positive stories will be identified, developed, and pitched to local and regional media outlets in both English and Spanish. The goal Docusign Envelope ID: 6F104A34-623D-4273-BA07-DFAF6248342C -3-
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is to highlight City achievements, community events, and resident-focused initiatives, thereby shaping a balanced and proactive public narrative.
This scope covers ongoing strategic communications. Crisis response requiring 24/7 urgent responses as dictated in the performance standards, extended incident coordination, or major campaign support will be billed separately under pre- approved project numbers.
Crisis Communications vs. Retainer Scope of Work Clarification
Section 1: Definitions
Covered by Monthly Retainer:
Strategic support, messaging development, and media/sentiment monitoring for routine or expected topics that are not time-sensitive, urgent, or reputationally high-risk in a short time frame.
Billable Crisis Communications Services:
Events - usually unexpected or unscheduled – that require urgent, high- touch, or specialized communications due to their immediate legal, political, reputational, or operational impact.
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Section 2: Examples of Common Scenarios
Topic or Scenario Retainer Billable Crisis
Public safety campaign (e.g., pedestrian safety) ✔
Routine community meeting support ✔
Media relations placement about city event, success
or service
✔
Unexpected action involving service impact
✔ (Rapid Response)
Breaking news coverage of a community incident
✔ (Media
Management)
Lawsuit filed against or by the City
✔ (Litigation)
Public backlash or a protest event
✔ (Rapid Response)
Internal communications drill ✔
Coordinated disinformation requiring rebuttal ✔
Trend research for recurring public safety topic ✔
Policy research requested by City Administration
✔ (Special Project)
Section 3: Triggers for Crisis Response Activation
A project or event qualifies as billable crisis response when it meets any of the following criteria:
1. Legal Implications
o Involves pending or active litigation
o Requires attorney review of language or media strategy
2. Time Sensitivity
o Requires response or coordination within the agreed upon performance standards as listed in the RFP.
o Occurs outside of normal business hours (unless pre-scheduled) Normal business hours are 8:00 a.m. to 6:00 p.m. PT, Monday through Thursday, 8:00 a.m. to 5 p.m. on alternating Fridays, excluding City holidays.
3. Rapid Public or Media Escalation
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o Covered by major media outlets or going viral online
o Significant resident backlash, protest, or misinformation campaign
4. Long-term and/or high impact Reputational or Political Risk o Involves elected officials, public controversy, or staff misconduct o May affect the City’s image, leadership, or strategic position
5. Special Assignment
o The project was explicitly assigned by the City Manager, Deputy City Manager, Public Safety Director, or Communications Director and requires additional research, message development, or stakeholder strategy beyond routine communications.
Section 4: Workflow for Classification and Approval
1. Trigger
o Public Safety or Communications identifies event and notifies City Manager’s Office, while keeping the other department director informed. o OR City Manager’s Office identifies event first.
2. City Manager’s Office determines final classification:
o If routine, proceed under retainer.
o If potential crisis, move to next step.
3. Vendor notified and asked to submit:
o Project # (Project # formatted as a word(s), year, and count # of that task (e.g., Business Bulletin-2025-01)
o Brief workplan and estimated hours tied to a project number o Deliverables
o Billing category: crisis (hourly)
4. Approval Required:
o City Manager, Deputy City Manager, or designee approves in writing (email or formal memo). If writing is not feasible due to circumstances, text or phone call is allowed as long as there is documentation confirming the approval.
o Project number assigned for tracking
1. Formatted as a word(s), year, and count # of that task (e.g., Protest-2025-01)
5. Vendor proceeds with work and includes project reference in reports and invoices.
6. Crisis Stand-Down Determination
o Once the immediate crisis need has passed, the City Manager’s Office (or designee) will notify the vendor to “stand down” from crisis response mode.
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o At that point, any further work related to the issue must either:
1. Fall under the standard retainer scope, or
2. Be reassessed and re-approved as a new crisis activation if conditions change.
o The vendor may request stand-down confirmation if:
1. Four (4) hours have passed without a request for deliverables
2. No new developments have occurred
3. The incident is no longer in the public or media cycle o Required Documentation at Stand-Down
1. Vendor must submit:
1. Final time log tied to the project number
2. Summary of actions taken, deliverables completed, and any recommended next steps (1 paragraph max)
o This closes out the billing cycle for that crisis event.
Section 5: Documentation and Reporting
• All crisis projects must be tracked in a report, including:
o Project #
o Issue name
o Dates and times of engagement
o Total hours billed
o Outcome summary (if applicable)
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EXHIBIT B
FEE SCHEDULE
Consultant shall provide the services described in Exhibit A, Scope of Services, a monthly retainer of Three Thousand Dollars ($3,000.00) with a maximum annual sum not -to- exceed One Hundred Thousand Dollars ($100,000.00) as follows:
Title / Role Hourly Rate
President/ CEO / Principal Strategist $200/hour
Vice President / Senior Strategist $175/hour
Staff / Research, Writing, & Creative Support $100/hour
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EXHIBIT C
INDEMNIFICATION AND HOLD HARMLESS AGREEMENT
AND WAIVER OF SUBROGATION AND CONTRIBUTION
Contract/Agreement/License/Permit No. or description: professional crisis communications services designed to meet the City of Norwalk’s needs with precision, flexibility, and cultural fluency.
Indemnitor(s) (list all names): The Merino Group
To the fullest extent permitted by law, Indemnitor hereby agrees, at its sole cost and expense, to protect, indemnify, and hold harmless the City of Norwalk and its elected officials, officers, attorneys, agents, employees, designated volunteers, successor s, and assigns (collectively “Indemnitees”) from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of ac countants, attorneys, or other professionals and all costs associated therewith (collectively “Liabilities”), resulting from any wrongful or negligent act, failure to act, error, or omission of Indemnitor or any of its officers, agents, servants, employees, subcontractors, material men, suppliers or their officers, agents, servants or employees, arising or claimed to arise, directly or indirectly, out of, in connection with, resulting from, or related to the above-referenced contract, agreement, license, or permit (the “Agreement”) or the performance or failure to perform any term, provision, covenant, or condition of the Agreement, including this indemnity provision. This indemnity provision is effective regardless of any prior, concurrent, or subsequent passive negligence by Indemnitees and shall operate to fully indemnify Indemnitees against any such negligence. This indemnity provision shall survive the termination of the Agreement and is in addition to any other rights or remedies which Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee’s right to recover under this indemnity provision, and an entry of judgment against the Indemnitor shall be conclusive in favor of the Indemnitee’s right to recover under this indemnity provision. Indemnitor shall pay Indemnitees for any attorney’s fees and costs incurred in enforcing this indemnification provision. Notwithstanding the foregoing, nothing in this instrument shall be construed to encompass (a) Indemnitees’ active negligence or willful misconduct to the limited extent that the underlying Agreement is subject to Civil Code § 2782(a), or (b) the contracting public agency’s active negligence to the limited extent that the underlying Agreement is subject to Civil C ode § 2782(b). This indemnity is effective without reference to the existence or applicability of any insurance coverages which may have been required under the Agreement or any additional insured endorsements which may extend to Indemnitees.
City agrees to promptly inform Indemnitor in writing of any claim that City believes to be subject to this Indemnification and Hold Harmless Agreement.
Indemnitor(s), on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Indemnitor regardless of any prior, concurrent, or subsequent non-active negligence by the Indemnitees. Such claims, losses and liabilities include, but are not limited to, contraction of the COVID-19 virus and physical and/or emotional injuries and/or death caused by contraction of the COVID -19 virus. To the fullest extent permitted by law, this waiver is intended to be a complete release of Indemnitees.
Docusign Envelope ID: 6F104A34-623D-4273-BA07-DFAF6248342C Exhibit D, Pg. 2
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In the event there is more than one person or entity named in the Agreement as an Indemnitor, then all obligations, liabilities, covenants and conditions under this instrument shall be joint and several.
“Indemnitor”
Print Name: Moises Merino_ Print Name: ___________________________
Signature:_____________________________ Signature:_____________________________
Title: President/CEO Title:_________________________________
Date: __ Date: ____
Docusign Envelope ID: 6F104A34-623D-4273-BA07-DFAF6248342C 9/30/2025