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TRIPEPI SMITH & ASSOCIATES, INC.
IP ARANCE �,N FILE WORK M'I'� ?ROCEM UNT)L flv :rat EXPIRES N-2(125-174 CITY CLERK DATE: JUL 0 7 2U25 AGREEMENT WITH TRIPEPI SMITH TO PROVIDE COMMUNICATIONS AND MEDIA RELATED SERVICES THIS AGREEMENT is made and entered into on this 17th day of June, 2025 by and between Tripepi Smith & Associates, Inc., a California corporation ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California("City"). RECITALS A. The City desires to retain a Consultant having special skill and knowledge in the field of public relations and community engagement to provide public relations and strategic communications services. B. Consultant represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth,the parties agree as follows: 1. SCOPE OF SERVICES On an as-needed basis, and at the sole discretion of the City, Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Exhibit A, attached hereto and incorporated by reference. No press release, media statement, or social media post will be made without the approval of a designated representative of the City. Such designation(s) shall be provided, in writing, by the City to the Consultant. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit B. The total amount to be expended during the term of this Agreement shall not exceed $49,000. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Page I of 10 Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and continue for a one (1) year term, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however,the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages,employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes,which are prepared or caused. to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data, Consultant makes no such representation and warranty in regard to Documents & Data which were 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. 6. INSURANCE Consultant shall procure and maintain for the duration of the Agreement, the following insurance coverages: MINIMUM SCOPE AND LIMIT OF INSURANCE Consultant shall maintain limits of insurance coverage in the following minimum amounts and shall be at least as broad as: Page 2 of 10 • Commercial General Liability (CGL): Insurance Services Office .Form CG 00 01. covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. • Automobile Liability (AL): Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 covering any auto (Code 1), or if Consultant has no owned autos, hired (code S) and non-owned autos (Code 9). • Workers' Compensation (WIC): as required by the State of California, with statutory limits, and Employer's Liability Insurance with limit of no less than $1.,000,000 per accident, per employee, per policy for bodily injury or disease. This requirement can be waived if Consultant has no employees. • Professional Liability Insurance(PL):with limits no less than$1,000,000 per occurrence or claim, and $2,000,000 aggregate. If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain,the following provisions: I. CGL and AL policies: City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. All required insurance policies: Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Consultant for City. 3. All required insurance policies: For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials,employees,agents,or volunteers shall not contribute with it. 4. All required insurance policies: A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought,except with respect to the insurer's limits of liability, 5. Each insurance policy required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty(30)days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non- renewal due to non-payment. b. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: City Manager's Office, 20 Civic Center Plaza, M-31, Santa Ana, CA 92701. Page 3of10 The name and location of the project or event should be included in the Description of Operations section of each certificate, Self-Insured Retentions ,Self-insured retentions must be declared to and approved by the City.City may require Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration,and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A:V11, unless otherwise acceptable to City. Verification of Coverage Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements(or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and.Endorsement Page of the CGL policy listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them, City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Claims Made Policies If any of the required policies provide coverage on a claims-made basis: 1. The retroactive date must be shown and must be before the date of the contract or the beginning of work. 2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of work. 3. If coverage is canceled.or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Consultant must purchase "extended reporting"coverage for a minimum of three (3) years after completion of work. Subcontractors Consultant shall require and verify that all sub-contractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from sub-contractors. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk,prior experience, insurer, coverage, or other special circumstances. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel,and.representatives from liability:(1)for personal injury,damages,just compensation, restitution,judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the Page 4 of 10 negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section l of this Agreement; and (2) from any claim that personal injury, damages,just compensation, restitution,judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages,just compensation, restitution,judicial or equitable relief suffered, or alleged to have been suffered,by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution,judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding.Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782,8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. S. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent,trademark, or copyright infringement, including costs,contained in the work.product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period 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 and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of Final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care .it uses to protect its own information of like importance,but in no event less than reasonable care. "Confidential Information"shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential Page 5of10 information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that(a)has been disclosed in publicly available sources; (b).is,through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or(e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE a. Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. b. No immediate family members of either the Mayor, City Council Member, or any appointed City Official, including appointed board and commission members, as defined under the City's Municipal Code, whose position with the City shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any capacity by the Consultant or have any other direct or indirect financial benefit or interest in this Agreement. c. The section also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards, to any former full-time employee for one-year from date of employee separation except for any Cal.PERS retiree as authorized by City Council resolution d. The Consultant must comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. The Consultant warrants that it is not now aware of any facts which conflict with the prohibitions defined.above. If the Consultant hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it must immediately make full written disclosure of such facts to the City. Full written disclosure must include, but is not 14nited to, identification of all persons implicated and.a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material breach of this Agreement. e. Consultant covenants that none of its directors, officers, employees, or agents shall participate in selecting or administrating any subcontract supported(in whole or in part) by City fiends stemming from the Agreement where the awarding of the subcontract has any direct or indirect financial benefit or interest to any individual, as defined in subsections (b)and (c) above. 12. NON-DISCRIMINATION Consultant shall not discriminate because of race,color, creed,religion,sex,marital status, sexual orientation, gender identity, gentler expression, gender, medical conditions, genetic Page 6 of 10 information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City, Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination.. In such event,Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment,the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or Page 7 of 10 granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy.No waiver of any breach, failure or right,or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18, PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals,waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause :far termination of this Agreement. 19. NOTICE Any notice,tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed. to be properly given if delivered in person or mailed by first class or certified mail,postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section,to the following persons: To City: City Cleric City of Santa Ana 20 Civic Center Plaza(M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: City Manager City of Santa Ana 20 Civic Center Plaza(M-31) P.O. Box 1.988 Santa Ana, California 92702 Page 8 of 10 To Consultant: Tripepi Smith &Associates, Inc. Attn: Ryder Todd Smith P.O. Box 52.152 Irvine CA 92619 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four(24)hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these tune frames,weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to brad their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [signature page to follow] Page 9 of 10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF A ANA v. ennifer . al Alvaro Nunez Cit City Manager APPROVED AS TO FORM: SONIA R. CARVALHO CONSULTANT: City Attorney By; `�f /fP Kyl i ellesen 7Ryder odd Snaith Assistant City Attorney President Page 10 of 10 EXHIBIT A Single Source Communicatians Our Services Tripepi Smith operates at the intersection of marketing, technology and public affairs. We excel in each of these areas, but the true power lies in our ability to seamlessly integrate them. This holistic approach allows us to craft impactful solutions for our clients. Strategy, • Communications Creative Services Strategic development, research, Fuld-service graphic design surveys, messaging for digital, print and outdoor Social media management Brand and logo development Web and social media strategy, Content creation optimization (SEO), metrics (writing,editorial,thought leadership) Web hosting and support Output services Email campaigns (digital distribution, print management, mail management) Illustration and information graphics Relations (media,stakeholders, public,government) Photography Support and training for events, Videography, broadcasting, presentations and virtual gatherings podcasting, drone Digital, print, radio, Event production, technical support out-of-home advertising Staff training Animation and motion graphics (media, social media, photo, brand implementation) Web design and implementation Y-. Trip - pocialtes -- 6 i4 __ Sing#e Source Communications Tripepi Smith's Approach — Project Management Tripepi Smith begins all engagements with a kickoff meeting with the client to: introduce personnel to one another, define Key Performance Indicators (metrics, goals and timelines); review project management processes; and ensure each stakeholder has a full understanding of their responsibilities. Tripepi Smith primarily uses the following tools to manage projects: • Google Workspace for email, creating real-time collaborative documents and instant messaging • Zoom or Google Meet for conference calls • Sprout Social for social media management: posting and monitoring comments/messages • Meltwater for media intelligence and media relations • Kantata for project/task management, internal project status updates and time entry These tools enable project managers to quickly determine a project's budget status, review the schedule of tasks, send rapid notifications to the whole team if issues arise and, generally, sustain momentum on our efforts. "Thanks to Tripepi Smith, we've made significant strides in our outreach. In four years,we've achieved several milestones with the team.Tripepi Smith fully immerses themselves in our situations to get a clear understanding of the developments and challenges that the Paramount community faces. They then provide input and recommendations,which I have found to be immensely valuable for our City's communication efforts.The team at Tripepi Smith have truly become a valued partner in our City's ongoing success.'° Jahn Moreno City Manager,City of Paramount , 15 Tripepi Single Source Communications — Virtual Check-In Calls To coordinate our efforts with the City of Santa Ana and sustain momentum on the engagement, Tripepi Smith can schedule a weekly, one-hour phone call that will include a Santa Ana-designated lead(s). Call content will focus on the creation, organization and execution of deliverables for the project. After each call, the client will receive an action summary email summarizing decisions made on the phone call and related action steps. We will produce work, such as a content calendar, press releases/news articles, social media, in a shared workspace where Santa Ana can see our progress in real-time and provide instant feedback as needed. These tools will deliver enhanced collaboration and speed time to delivery. — Social Media Management • Content Creation: Social media content creation involves: planning, fact-checking, sourcing graphics, grammar checking and scheduling the post. Our team has experience producing content across Meta (Facebook and Instagram), Twitter/X, Linkedln, Nextdoor and others. We propose to match the January 2025 mix of social media activity: 30 posts per month and 20 reshares. • Monitoring: Tripepi Smith will monitor Santa Ana's social media site inboxes seven days a week for customer service opportunities, mainly responding to questions. When we identify an opportunity to respond, we will aim to do so within 24 hours of the comment post time or message receipt time. We will occasionally require fact-checking and guidance from Santa Ana for more nuanced responses. We can also monitor up to three additional Facebook groups to find additional community comments and questions pertinent to the City. • Additional: Our work also includes optimizing social media accounts to enhance performance and/or take advantage of useful features. "Boosted Posts" and other targeted advertisements are also helpful in disseminating information to community members, Tripepi Smith is fully capable of running and tracking these paid campaigns (fees to be agreed upon and paid by Santa Ana) — Media Intelligence Feeling overwhelmed by media noise? We get it. We also understand that as a staff person, (a) you're probably swamped and (b) attuning to your community is imperative to your work. That's why city staff across the California leverage our media intelligence services to bridge the gap. Our media intelligence services blend our in-house expertise with the advanced software of Meltwater, an enterprise-class comprehensive media monitoring solution that streamlines media monitoring, reporting, analytics and more for a number of benefits: • Powerful Monitoring: Tracks everything being said about your agency online. • Stay Ahead of Crises: Identify and address potential issues before they snowball, protecting your reputation and minimizing disruption. • Tailored to You: Ditch generic reports and metrics, instead receive insights tailored to your goals. • Smarter Decisions: Make informed choices based on data, not guesswork. Tripepi { 16 Single Seurce Communications • Top-Tier Tool, Affordable Price: Harness the same Al solution used by big businesses, without the big budget. We understand that no two communities are the same. That's why we take a collaborative approach to tailor a solution that perfectly meets your needs. We'll work closely with you to identify relevant keywords for tracking media coverage specific to your agency. You'll then begin to receive regular reports on media mentions, sentiment analysis, location data and top sources. Additionally, we can leverage the tool to curate media lists to support your public relations goals. Please note that each variable is highly customizable, which can impact the scope of work and therefore the cost of this service. Based on our current assessment of your needs, we recommend our base package consisting of up to five queries, a monthly dashboard and newsletter at a frequency of your choice. -- Monthly Metric & Analytic Report Each month, Tripepi Smith will provide a summary report of the Key Performance Indicators or KPIs (reach, posts, engagement, etc.) related to your controlled social media sites and other key metrics if available, such as website visits, media mentions and email open/click rates. This will help us evaluate the success of our efforts as well as serve as an ongoing feedback mechanism for gathering valuable insights that can help inform ongoing communication strategy. — Press Release & News Article Creation Our team is seasoned in crafting compelling press releases and news articles, typically up to 500 words, to amplify Santa Ana's story and establish thought leadership. Tripepi Smith will draft three press releases or news articles per month. We tailor our work to your desired tone and direction, ensuring consistent execution. Collaboration with your staff might be necessary to ensure subject matter expertise and obtain quote approvals. You can lean on us to manage the entire content creation cycle, from crafting key messages and conducting interviews to drafting content and distributing it to your platforms or the media. — Trimester Strategy Meetings Tripepi Smith will host trimester strategy meetings with key Santa Ana stakeholders, such as the Executive Team. These meetings bring together leaders throughout the organization to: • Reflect on communications wins and lessons learned picked up in the previous trimester • Create a plan for outreach in the coming year. We typically collaborate on a Content Calendar in a Google Sheet for easy reference on what external communications need to happen in the coming six to 12 months Talking about communications in local government for almost two hours usually gets everyone's brains churning about how they can get the word out on that next big program or new event. The nature of our work gives us the ability to probe deeper into city events and programs while still thinking broadly about how to get the word out on them. As we discuss audience perceptions and interests, go over best practices and the reasoning/data to back them up, the conversation about communications becomes more than just a strategy meeting. Staff builds perspective on their role as communicators on behalf of their department and the agency. As a result, they become more invested in outreach. Tripepi • 17 Single source Communications Other Ad Hoc Needs If there comes the need for any additional ad hoc services, Tripepi Smith is ready to provide those services and is providing our hourly rates for the full array of our resources to support City communication efforts. As such, we recommend setting aside a budget to accommodate a (currently) unknown volume of support. Examples of this time & materials work could include "How-To" reference guides and best practices deliverables as well as support delivering training on the best practices. Other general communications support services may include, but are not limited to photography and video production services; graphic design support; writing speeches; writing Letters to the Editor; presentation preparation; media training sessions; drafting or reviewing policies and procedures; organizing press conferences; writing articles for the City's website or other publications; marketing campaigns; assisting with PDF accessibility; and other strategies, tactics and resources necessary to support your strategic mission. Tripepi Smith &Associates18 EXHIBIT B Single SGurce Communications COST PROPOSAL Tripepi Smith is proposing a time and material engagement to be responsive as needs come up. To that end we advise a $49,000 initial engagement. Time and Materials Rates Tripepi Smith will apply the following reduced retainer hourly rates and related fees for any authorized as-needed (Time & Materials) work. Such work must be clearly authorized in writing before proceeding. 2025-26 Hourly Rates Standard Reduced Retainer Principal $380 $315 Director $265 $225 Art/Creative Director $265 $225 Senior Business Analyst $205 $180 Business Analyst $150 $125 Junior Business Analyst $115 $100 Senior Videographer/Animator $205 $175 Senior Photographer $175 $150 Videographer/Photographer $140 $120 Junior VideographerlPhotographer $115 $100 Senior Graphic Designer $195 $165 Graphic Designer $140 $100 Junior Graphic Designer $115 $100 Web Developer $210 $185 Junior Web Developer $115 $100 Drone Operator $205 $180 Council Chamber AIV Operator $115 $100 Invoicing & Payment Terms At Tripepi Smith, we bill on either a Retainer, Fixed Fee or Time & Materials basis, with each billing type following its own payment schedule. Regardless, terms are Net 30 days. • Fixed Fee work is billed upon defined milestones. • Time & Materials work is billed in 15-minute increments (i.e. 4.0, 1.25, 6.5 or 0.75 hours) at the end of the month in which work is done. • Retainer work is billed on the 15th of each month. Tripepi • - 22 Single Source Communications Other Cost Information Tripepi Smith has related service fees that may come up during our engagement that we want to tell you about. Annual Increase Tripepi Smith will increase the hourly rates and retainer fees for all resources by 5% or the national CPI index—whichever is higher—each year on the anniversary of the contract, starting on the first anniversary of any contract when the contract duration is longer than one year. Otherwise, new rates will be negotiated with each new contract. Retainer Discount When a client's retainer (agreement to consistently engaged us on a fixed-fee basis for a defined scope of recurring work) exceeds $8150 per month, they gain access to our reduced retainer rates. Travel Costs Travel costs must be pre-authorized and then will be reimbursed by the client for any requested travel to complete a requested scope of work. Travel costs may include airfare, lodging, car rentals and gas. Additionally, when client work requires that we be onsite, we will invoice for a resource's travel time at 50% of the resource's hourly rate. Equipment Costs Tripepi Smith offers some services that require equipment, such as drone operations and video production. As such, in those cases, the following rates apply: Half Day (Under 4 Hours) Full Day (4+ Hours) Video $450 $650 Drone $550 — Flat Fee Music and Video Licensing Sometimes, the client will want Tripepi Smith to apply music or use stock imagery/video while producing video. In these cases, we will need to apply licensing fees of approximately $100 per song and $200 if we use stock video imagery. This will provide a license for the use of the music and video footage to Tripepi Smith and its clients. Service Fees Tripepi Smith prefers that clients pay service providers directly to avoid unnecessary administrative costs. You should also know, however, that we have no economic interest in service providers, unless otherwise specified in this proposal. If a client asks Tripepi Smith to pay for a service provider bill, we will apply a 10% agency fee to the reimbursement expense. Typical service fees include, but are not limited to: print, mailing, digital advertising, media placements, voiceovers, translations and closed captions. Tripepi2.3 AC R" CERTIFICATE OF LIABILITY INSURANCE DATE(MM(DDIYYYY] 6/20/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Digital Insurance LLC-Clayton, MO PHONE Shawn Phillips FAx 8235 Forsyth Blvd#1200 e a E •417-895-4616 .0 No);314-889-3700 Cla ton MO 63105 E-MAIL y ADOREss: spawn . hilli s Dnedi ital.com INSURER S AFFORDING COVERAGE NAIC# License#:8012081 INSURER A:Hartford Underwriters Ins CO 30104 INSURED TRIPSMI-01 INSURERB:Hartford Fire Insurance Co 19682 Tripepi Smith And Associates, Inc P.Q. Box 52152 INsuRERc:Beazley Ins Co 37540 Irvine CA 92619 INSURERD: INSURER E _ INSURER F COVERAGES CERTIFICATE NUMBER:436121680 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE POLICY NUMBER MMIDDrYYYY MMIDDYYYY. LIMITS A X COMMERCIAL GENERAL LIABILITY Y 84SBABG4S3U 6/20/2025 6/20/2026 EACH OCCURRENCE $2,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES Fa occurrence $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $2,000.000 GEN'L AGGREGATE LIMIT APPLIES PER GENERALAGGREGATE $4,000.000 PRO- POLICY JECT LOC PRODUCTS-COMPIOP AGG $4,000,000 OTHER: $ A AUTOMOBILE LIABILITY 84S8ABG4S3U 6120/2025 6120/2026 COMB3NEn51NGLEaccident LIMIT $2404,440 Ea ANY AUTO BODILY INJURY(Per person] $ OWNED SCHEDULED BODILY INJURY Per accident $ AUTOS ONLY AUTOS I ) X HIRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ $ A X UMBRELLA LIAB OCCUR 84SBABG4S3U 6/20/2025 6/20/2026 EACH OCCURRENCE $1,000,0o0 EXCESS LIAR Ll CLAIMS-MADE AGGREGATE $. DED I X I RETENTFON S $ B WORKERS COMPENSATION 84WECBG4S66 6/20/2025 6/2012026 X STATUTE �RH AND EMPLOYERS'LIABILITY YIN ANYPROPR IETORIPARTN ERIEXECUTIVE OFFICERIMEMBEREXCLUDED? NIA E.L.EACH ACCIDENT $1,004,OD0 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE 51,000,400 If yes,describe under - DESCRIPTION OF OPERATIONS below E.L.❑ISFJISE-POLICY LIMIT $1,000,000 C Cybef tech E&O Liability D226FE250801 411/2025 4I112026 PerOWA re ate gg g $2Mil1$3Mil DED 2,5D0 DESCRIPTION OF OPERATIONS/LOCATIONS 1 VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) City of Santa Ana,its City Council,its officers,officials,employees,agents,and volunteers are to be covered as additional insureds as respects to General Liability Insurance in regards to the operations of the named insured and as required by written contract,per farm SL30320621 attached to the policy.The General Liability is Primary and Non-Contributory where required by written contract,per form SL00001018.Waiver of Subrogation applies to the General Liability per form SL00001018.Waiver of Subrogation applies to the Workers'Compensation,per form WC040306. Digitally,€g"ee Tu Tran eyr"rra" Nguyen Nguyen o�5'e6zb APPROVED 12:32:48-007W Tf!Fran Nguyen at 12.31 pm,Jun 26,2025 y CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza(M-30) P-O- BOX 1938 AUTHORIZED REPRESENTATIVE Santa Ana CA 92702 O 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD THE HAFRTFORD coverages applicable to such claim or"suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3.above. The Limits of Insurance of this Coverage Part apply separately to each consedutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured under this Coverage Part must see to it that we are notified as soon as practicable of an "occurrence"or an offense which may result in a claim. To the extent possible, notice should include: (1) How,when and where the"occurrence"or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the"occurrence"or offense, b. Notice Of Claim If a claim is made or"suit" is brought against any insured, you or any additional insured under this Coverage Part must: (1) Immediately record the specifics of the claim or"suit"and the date received; and (2) Notify us as soon as practicable. You or any additional insured under this Coverage Part must see to it that we receive a written notice of the claim or"suit"as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or"suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation, settlement of the claim or defense against the"suit'; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured under this Coverage Part, such additional insured must submit such claim or"suit"to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with such additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured under this Coverage Part only when such "occurrence", offense, claim or"suit"is known to: Form SL 00 00 10 18 Page 15 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD (1) You or any additional insured under this Coverage Part that is an individual; (2) Any partner, if you or an additional insured under this Coverage Part is a partnership; (3) Any manager, if you or an additional insured under this Coverage Part is a limited liability company; (4) Any"executive officer"or insurance manager, if you or an additional insured under this Coverage Part is a corporation; (5) Any trustee, if you or an additional insured under this Coverage Part is a trust; or (6) Any elected or appointed official, if you or an additional insured under this Coverage Part is a political subdivision or public entity. This Paragraph f. applies separately to you and any additional insured under this Coverage Part. 3. Legal action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a"suit"asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully compiled with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or"suit" is brought. 5. Representations a. When You Accept This Policy By accepting this Policy,you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this Policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 6. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk, Owner Controlled Insurance Program or OCIP, Contractor Controlled Insurance Program or CLIP, Wrap Up Insurance or similar coverage for "your work"; Form SL 00 00 10 18 page 16 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) r THE Ld HAFtTFt]Rd (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for"property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft,Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos"or watercraft to the extent not subject to Exclusion g. of Section B. Exclusions. (6) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of"property damage"to borrowed equipment or the use of elevators to the extent not subject to Exclusion k, of Section B. Exclusions. (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract,written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs(a) and(b)do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that"suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains,whichever comes first. Form SL 00 00 10 18 Page 17 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE64 HARTFORD If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 7. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery(Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. F. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purpose of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding web sites, only that part of a web site that is about your goods, products or services for the purpose of attracting customers or supporters is considered an advertisement. 2. "Advertising idea"means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means: a. A land motor vehicle, trailer or semi-trailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged. However, "auto"does not include"mobile equipment". 6. "Bodily injury"means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6, "Coverage territory"means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a.above; c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or Form SL 00 00 10 18 Page 18 of 22 O 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFpRD BLANKET ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A. The following is added to Section C.WHO IS AN INSURED: Additional Insureds When Required By Written Contract,Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written contract or written agreement, or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision that such person or organization be added as an additional insured on your Coverage Part, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by any other endorsement issued by us and made a part of this Coverage Part. The insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured. The insurance afforded to such additional insured only applies to the extent permitted by law. The limits of insurance that apply to additional insureds are described in Section D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or"property damage" included within the"products-completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) 'Bodily injury" or"property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has.agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Form SL 30 32 06 21 Page 1 of 3 C 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE Ls HARTFgRD (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) 'Bodily injury"or"property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf, However, this exclusion does not apply to: (i) The exceptions contained in Paragraphs (d)or(f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or"personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence"which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any occurrence"which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for"bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; (b) In the performance of your ongoing operations performed by you or on your behalf; or (c) In connection with "your work" and included within the "products-completed operations hazard", but only if: (i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and (if) This Coverage Part provides coverage for"bodily injury" or"property damage" included within the "products-completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury"arising out of the rendering of or the failure to render any professional services, including: (i) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications;or (ii) Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury", "property Form SL 30 32 06 21 Page 2 of 3 02021, The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE ; HARTFCZR� damage", or"personal and advertising injury" arises out of the rendering of or the failure to render any professional service. e. State Or Governmental Agency Or Subdivision Or Political Subdivision Issuing Permit (1) Any state or governmental agency or subdivision or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or (b) "Bodily injury"or"property damage" included within the"products-completed operations hazard". f. Any Other Party (1) Any other person or organization who is not in one of the categories or classes listed above in Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations performed by you or on your behalf; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products-completed operations hazard", but only if: (1) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury", "property damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional service described in Paragraphs f.(2)(a)or f.(2)(b)above. Form SL 30 32 06 21 Page 3 of 3 ©2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFARD NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the company for non-payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s)who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. Form SL 9013 10 18 Page 1 of 1 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THEE HARTFdRD HIRED AUTO AND NON-OWNED AUTO LIABILITY This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement,the terms and conditions of the Policy apply. A. Amended Coverage: The following is added to Section A.COVERAGES: Coverage is extended to "bodily injury" and "property damage" arising out of the use of a "hired auto" or"non-owned auto". B. The following changes are made to Section B. EXCLUSIONS: 1. Exclusion g. Aircraft, Auto Or Watercraft does not apply to a"hired auto" or a"non-owned auto". 2. Exclusion e. Employer's Liability does not apply to "bodily injury" to domestic "employees" not entitled to workers'compensation benefits or to liability assumed by the insured under an "insured contract". 3. Exclusion f. Pollution is deleted and replaced by the following: (1) "Bodily injury" or"property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of"pollutants": (a) That are, or that are contained in any property that is: (i) Being transported or towed by, handled, or handled for movement into, onto or from, the covered "auto" (i 1) Otherwise in the course of transit by or on behalf of the"insured'; or (iii) Being stored, disposed of,treated or processed in or upon the covered"auto", (b) Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are accepted by the insured for movement into or onto the covered"auto"; or (c) After the "pollutants" or any property in which the "pollutants" are contained are moved from the covered "auto"to the place where they are finally delivered, disposed of or abandoned by the insured. Paragraph (a) above does not apply to fuels, lubricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal .electrical, hydraulic or mechanical functioning of the covered "auto"or its parts, if: (1) The "pollutants" escape, seep, migrate, or are discharged or released directly from an "auto" part designed by its manufacturer to hold, store, receive, or dispose of such "pollutants"; and (ii) The "bodily injury" and "property damage" does not arise out of the operation of any equipment listed in Paragraphs 16.f.(2) and 15.f.(3) of the definition of"mobile equipment". Paragraphs (b) and (c) above do not apply to accidents that occur away from premises owned by or rented to an "insured"with respect to"pollutants" not in or upon a covered "auto" if: (i) The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of a covered "auto"; and (ii) The discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused directly by such upset, overturn or damage as a result of the maintenance or use of a covered "auto". 4. The following exclusion is added: Fellow employee Coverage does not apply to"bodily injury" to any fellow"employee" of the insured arising out of the operation of an "auto"owned by the insured in the course of the fellow"employee's"employment. Form SL 30 26 10 18 Page 1 of 3 O 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE ;5 HARTFORD 5. The following exclusion is added: Care, Custody Or Control Coverage does not apply to "property damage" involving property owned or transported by the insured or in the insured's care, custody or control. C. With respect to "hired auto" and "non-owned auto" coverage, Section C. WHO IS AN INSURED is deleted and replaced by the following: 1. The following are insureds: a. You. b. Your"employee"while using with your permission: (1) An "auto"you hire or borrow; or (2) An "auto"you don't own, hire or borrow in your business or personal affairs; or (3) An "auto" hired or rented by your"employee" on your behalf and at your direction. c. Anyone else while using a"hired auto"or"non-owned auto"with your permission except: (1) The owner or anyone else from whom you hire or borrow an "auto". (2) Someone using an auto while he or she is working in a business of selling, servicing, repairing, parking or storing"autos" unless that business is yours. (3) Anyone other than your "employees", partners (if you are a partnership), members (if you are a limited liability company), or a lessee or borrower or any of their"employees", while moving property to or from an "auto". (4) A partner (if you are a partnership), or a member (if you are a limited liability company) for an "auto" owned by him or her or a member of his or her household. d. Anyone liable for the conduct of an insured described above but only to the extent of that liability. D. With respect to the operation of a "hired auto' or "non-owned auto" covered by this endorsement, the following changes are made to Section E. LIABILITY AND MEDICAL EXPENSES CONDITIONS: 1. The following condition is added: Other Insurance a. Except for any liability assumed under an "insured contract" the insurance provided by this endorsement is excess over any other collectible insurance. However, if your business is the selling, servicing, repairing, parking or storage of "autos", the insurance provided by this endorsement is primary when covered "bodily injury" or "property damage" arises out of the operation of a customer's"auto" by you or your"employee". b. When this endorsement and any other endorsement, coverage part, or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our endorsement bears to the total of the limits of all the endorsements, coverage parts, and policies covering on the same basis. 2. The following condition is added: Two Or More Coverage Parts, Endorsements, Or Policies issued By Us If this endorsement and any other endorsement, coverage part or policy issued to you by us or any company affiliated with us apply to the same accident, the aggregate maximum Limit of Insurance under all the endorsements, coverage parts, or policies shall not exceed the highest applicable Limit of Insurance under any one endorsement, coverage part, or policy. This condition does not apply to any endorsement, coverage part, or policy issued by us or an affiliated company specifically to apply as excess insurance over this endorsement. Form SL 30 26 10 18 Page 2 of 3 4 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE .ry. HARTFORD 3. The following condition is added: Financial Responsibility Laws a. With respect to a"hired auto" or"non-owned auto" to which this insurance applies, when this endorsement is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by this endorsement for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law, b. With respect to a"hired auto" or"non-owned auto'to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages, E. The following changes are made to Section F. LIABILITY AND MEDICAL EXPENSES DEFINITIONS: 1. The following definition is added: "Hired auto" means any"auto"you lease, hire, rent or borrow. This does not include any auto you lease, hire, rent or borrow from any of your "employees", your partners (if you are a partnership), members (if you are a limited liability company)„ or your"executive officers"or members of their households. This does not include a long-term leased "auto" that you insure as an owned "auto" under any other auto liability insurance policy or a temporary substitute for an "auto" you own that is out of service because of its breakdown, repair, servicing or destruction. 2. The following definition is added: "Non-owned auto" means any "auto"you do not own, lease, hire, rent or borrow which is used in connection with your business. This includes: a. "Autos" owned by your "employees" your partners (if you are a partnership), members (if you are a limited liability company), or your "executive officers", or members of their households, but only while used in your business or your personal affairs. b. Customer's"auto"that is in your care, custody or control for service. Form SL 30 26 10 18 Page 3 of 3 O 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AM THE HARTFORD NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the company for non-payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s)who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. Form SL 90 1310 18 Page 1 of 1 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) A THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 84 WEC BG4S68 Endorsement Number: Effective Date: 06/20/25 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: TRIPEPI SMITH &ASSOCIATES PO BOX 52152 IRVINE CA 92619 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 05/11/25 Policy Expiration Date:06/20/26 Tripepi Smith & Associates AKA Tripepi Smith Policy Number: D226EE250801 Subrogation If any payment is made under this Policy and there is available to the Underwriters any of the Insured's rights of recovery against any other party, then the Underwriters will maintain all such rights of recovery. The Insured will do whatever is reasonably necessary to secure such rights and will not do anything after an incident or event giving rise to a Claim or Loss to prejudice such rights. If the Insured has waived its right to subrogate against a third party through written agreement made before an incident or event giving rise to a Claim or Loss has occurred, then the Underwriters waive their rights to subrogation against such third party. Any recoveries will be applied first to subrogation expenses, second to Loss paid by the Underwriters, and lastly to the Retention. Any additional amounts recovered will be paid to the Named Insured. Other Insurance The insurance under this Policy will apply in excess of any other valid and collectible insurance available to any Insured unless such other insurance is written only as specific excess insurance over this Policy. Provided, however, this Policy will become primary and non-contributory insurance as respects any insurance maintained by an Additional Insured if primary insurance is required by a contract in place between the Additional Insured and the Insured Organization, but only with respect to any Claim arising solely from the Media, Tech, Data & Network Liability insuring agreements. Action Against the Underwriters No action will lie against the Underwriters or the Underwriters' representatives unless and until, as a condition precedent thereto, the Insured has fully complied with all provisions, terms and conditions of this Policy and the amount of the Insured's obligation to pay has been finally determined either by judgment or award against the Insured after trial, regulatory proceeding, arbitration or by written agreement of the Insured, the claimant, and the Underwriters. No person or organization will have the right under this Policy to join the Underwriters as a party to an action or other proceeding against the Insured to determine the Insured's liability, nor will the Underwriters be impleaded by the Insured or the Insured's legal representative. The Insured's bankruptcy or insolvency of the Insured's estate will not relieve the Underwriters of their obligations hereunder. Entire Agreement By acceptance of the Policy, all Insureds agree that this Policy embodies all agreements between the Underwriters and the Insured relating to this Policy. Notice to any agent, or knowledge possessed by any agent or by any other person, will not effect a waiver or a change in any part of this Policy or stop the Underwriters from asserting any right under the terms of this Policy; nor will the terms of this Policy be waived or changed, except by endorsement issued to form a part of this Policy signed by the Underwriters. Mergers or Consolidations If during the Policy Period the Named insured consolidates or merges with or is acquired by another entity, or sells more than 50% of its assets to another entity, then this Policy will continue to remain in effect through the end of the Policy Period, but only with respect to events, acts or incidents that occur prior to such consolidation, merger or acquisition. There will be no coverage provided by this Policy for any other Claim or F00731 Page 23 of 24 022019 ed.