Joseph Loggia, Mayor
Stuart E. Siegel, Mayor Pro Tem
Eniko Gold, Council Member
Laura McCorkindale, Council Member
Larry G. Weber, Council Member
TO: Honorable Mayor and City Council
FROM: Gloria Molleda, City Manager
BY: Amber Servin, Interim Assistant City Manager
DATE: July 15, 2026
SUBJECT: AWARD OF PROFESSIONAL SERVICES AGREEMENT TO TRIPEPI SMITH FOR AI DIGITAL
LIBRARY DESIGN STANDARDS AND LAUNCH MARKETING SERVICES
NOTE: This item was not ready for consideration at the July 13, 2026, City Council meeting and is being brought forward for Council consideration at this time.
BACKGROUND
The City of Hidden Hills issued a Request for Proposals (RFP) for professional design and communications services on March 23, 2026, following City Council authorization on March 9, 2026. The RFP solicited proposals across several scopes of work, including City newsletter design, Citywide design templates, AI Digital Library design standards and launch marketing, and 65th Anniversary commemorative design.
The City received written questions from prospective proposers and issued Addendum No. 1 on April 3, 2026, which was incorporated into and made part of the RFP. Nine (9) firms submitted proposals by the April 28, 2026, deadline. All proposals were independently reviewed and scored by two City staff members against the weighted evaluation criteria established in the RFP, and staff found Tripepi Smith to be the best-qualified firm for the engagement based on its directly relevant public-sector experience, responsive portfolio samples, and a well-organized approach reflecting an understanding of the City of Hidden Hills’ identity and communications goals.
On June 8, 2026, staff presented a recommendation to award a Professional Services Agreement to Tripepi Smith covering all four scopes of work identified in the RFP, in a total amount not to exceed $33,600. The item was pulled for discussion and ultimately did not receive City Council approval to move forward as presented.
The City Council directed staff to re-engage with the consultant to determine its interest in completing only the AI Digital Library portion of the scope of work, with the potential to add the remaining services identified in the original RFP process at a later date.
Award of Professional Services Agreement for AI Digital Library Design Services to Tripepi Smith page 3
not to exceed $15,004.50, inclusive of a base estimate of $14,290 and a five percent (5%) contingency of $714.50.”
ATTACHMENTS:
1. Tripepi Smith – Revised Proposal, Design Services for AI Library Branding and Launch Materials (June 17, 2026)
2. Professional Services Agreement – Tripepi Smith
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Table of Contents
COVER LETTER................................................................................ 3 TRIPEPI SMITH OVERVIEW............................................................. 4 RELEVANT EXPERIENCE..............................................................10 PORTFOLIO SAMPLES..................................................................16 PROPOSED APPROACH ...............................................................19 PROJECT TIMELINE.......................................................................20 ITEMIZED FEE STRUCTURE .........................................................21 REFERENCES.................................................................................25 Single Source Communications
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COVER LETTER
Thank you for the opportunity to present Tripepi Smith’s qualifications for AI Library Branding and Launch Marketing services. This proposal offers all requested information, including Tripepi Smith’s understanding of your needs, our approach to addressing them, our cost proposal and more.
Tripepi Smith has a deep understanding of the unique dynamics of local communities: over 250 local government agencies, primarily in California, have chosen us to support their communications needs.
Our experience spans numerous successful initiatives — from initiative branding and newsletter design to comprehensive campaigns — where we have consistently achieved tangible, impactful results.
One of the key advantages of partnering with Tripepi Smith is our bench of 70+ in-house communication experts, with nearly 10 full-time graphic designers. Our team is built to be nimble and responsive across all media identified in the scope of work. From high-resolution regional photography and custom illustrations to HTML editing and video production, we provide a spectrum of skills that allows us to match the right resource to the specific task. Additionally, our team members are deeply embedded in the world of local government. This ensures that every flyer, web banner and social media graphic we produce is grounded in an understanding of public agency transparency and community engagement.
Engaging constituents and telling your agency’s story visually is not a simple matter. It takes consistency, innovation and creativity to make an impact. We are confident that our dedication and proven track record make us the right partner for the City of Hidden Hills. Thank you for considering us in this endeavor. We eagerly anticipate the chance to discuss our proposal in more detail.
Authorization
I affirm that I have the legal authorization to bind Tripepi Smith into agreements with the City of Hidden Hills and to make the statements below on behalf of the firm. This proposal is valid for 180 days from the date of submission.
Regards,
Ryder Todd Smith
Co-Founder & President, Tripepi Smith & Associates, Inc.
[email protected] • (626) 536-2173 • 27702 Crown Valley Parkway, D4#139, Ladera Ranch, CA, 92694
[email protected] is our preferred point of contact throughout the evaluation process.
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TRIPEPI SMITH OVERVIEW
A Public Affairs Firm that Understands Local Government Tripepi Smith excels in public affairs and marketing. The company is headquartered in Orange County, California, with staff throughout the western United States. We work in a complex environment where successful communications go hand-in-hand with marketing and technical expertise. As a full-service marketing and creative services firm, Tripepi Smith offers the right professionals for the job while being small enough to be nimble and responsive. Our team offers a broad spectrum of experience and skills that allows us to apply the appropriate resource to the appropriate tasks; this allows us to execute work faster and reduce engagement costs.
Tripepi Smith's team comprises over 70 full-time professionals experienced in local government. Our staff includes former municipal employees with backgrounds in creative services, public information and city management, as well as seasoned directors, analysts and practice area specialists. Accredited public relations (APR) professionals guide effective messaging while policy wonks provide counsel on public affairs. TS Creatives fashion compelling branding, websites, print and digital design, social media, photography and videography. We employ multiple FAA-certified drone pilots and operate a full-scale video production studio with extensive event and broadcast experience.
The Result: We can tell a complete story across media, all within our one team.
Firm Structure and Financial Matters
Tripepi Smith was founded in 2000 and incorporated in 2002 as a California S Corporation. The firm has two corporate officers, who are also the co-founders with equal ownership of the business:
Co-Founder & President Ryder Todd Smith
Chief Financial Officer Nicole Smith
Ryder and Nicole have signing authority to bind Tripepi Smith into agreements with clients. Tripepi Smith has generated a profit every year it has been in operation. We have never had a legal claim filed against us and have never failed to fulfill a contract commitment.
In addition to the President/CEO and CFO, multiple principals and directors oversee the day-to-day operations of a team of analysts, graphic designers, photographers and videographers. All Tripepi Smith employees report directly to the President. Please refer to our Org Chart for full details.
Grounded in Civic Affairs
CFO Nicole Tripepi Smith is a second-generation civic-affairs professional (her father was a city manager for 28 years). President Ryder Todd Smith brings over 25 years of public agency marketing and communications experience to the table.
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Office Locations
Since early 2017, Tripepi Smith has operated in a completely virtual office environment. Being virtual enhances operational resilience and grants us access to a flexible and diverse workforce. The team — composed of policy wonks, creative message developers, broadcast specialists, videography experts, technology gurus and graphic artists — resides throughout Arizona, California, Idaho, Montana, North Carolina, Tennessee, Texas, Utah, Washington, with a majority based in California.
Contact Information
Email: [email protected]
Phone: (626) 536-2173
Mail: 27702 Crown Valley Parkway, D4#139, Ladera Ranch, CA, 92694
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Tripepi Smith Team Organization Chart
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Templates
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Templates
Logo Library
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PORTFOLIO SAMPLES
Branding/Template Systems
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Library Program Branding and Marketing
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PROPOSED APPROACH
City of Hidden Hills’ Needs
The City of Hidden Hills is seeking comprehensive design services focused specifically on the AI Library Design Standards and Launch Marketing. To anchor the library's rollout, the project includes developing a cohesive brand identity, which includes a primary logo, a resident access card and a complete suite of launch materials.
Tripepi Smith’s Approach
Tripepi Smith has experience in all facets of Hidden Hills’ needs. We will accomplish these goals through:
Project Management (Kickoff and Check-In Calls)
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.
To ensure project deadlines are met, this kickoff call will be a comprehensive discussion of all focus areas.
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. To coordinate our efforts with staff and sustain momentum on projects, Tripepi Smith will schedule a recurring, 1-hour monthly phone call that will include a designated lead for our engagement. This will be a working call, during which Tripepi Smith will manage an agenda and provide notes for each call. After each call, the client will receive an action summary email about decisions made on the phone call and related action steps.
Capturing the Unique Character of the City of Hidden Hills To capture the unique and distinguished character of Hidden Hills, our team goes through an immersive discovery process that begins with deep research into the City’s history, as well as its current identity.
We conduct visual audits of the established Hidden Hills community theme to ensure that all new graphic elements and iconography remain consistent with the City’s existing visual identity. Our communication process is intentionally designed to be a creative partnership, where regular check-in meetings double as deep-dive strategy calls. During these sessions, we talk through our findings and research-backed ideas to ensure our creative direction aligns with the City's vision before any design work is finalized.
1 CITY OF HIDDEN HILLS
PROFESSIONAL/DESIGN SERVICES AGREEMENT
This Agreement is made and entered into as of July 13, 2026 by and between the City of Hidden Hills, a public agency organized and operating under the laws of the State of California with its principal place of business at 6165 Spring Valley Road, Hidden Hills, CA 91302 (“City”), and Tripepi Smith, a California corporation with its principal place of business at 27702 Crown Valley Parkway, D4#139, Ladera Ranch, CA 92694 (hereinafter referred to as “Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.
RECITALS
A. City is a public agency of the State of California and is in need of professional services for the following project:
AI Digital Library Design Standards and Launch Marketing services, including project management, development of the AI Digital Library brand identity (logo, color palette, typography, resident access card, and brand style guide), and design of launch marketing materials. Samples and draft concepts prepared under this Agreement will be presented to the Design Ad Hoc Committee for review and feedback before final materials are completed. The City and Consultant may, by mutual written amendment, add additional design and communications services identified in the City’s underlying Request for Proposals.
B. Consultant is duly licensed and has the necessary qualifications to provide such services.
C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein.
AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Services.
Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit “A.”
2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “B.”
b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of Fifteen Thousand Four and 50/100 Dollars ($15,004.50), inclusive of a base estimate of Fourteen Thousand Two Hundred Ninety Dollars ($14,290) and a five percent (5%) contingency in the amount of Seven Hundred Fourteen and 50/100 Dollars ($714.50). Services shall be provided on a time-and-materials basis and billed in accordance with the rates and estimated costs set forth in Exhibit “B.” The contingency is not guaranteed and may only be used for additional services or authorized changes in scope upon prior written authorization by the City Manager or designee. Periodic ITEM 3.A - ATTACHMENT 2
2 payments shall be made within thirty (30) days of receipt of an approved invoice that includes a detailed description of the work performed.
3. Additional Work.
If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.
4. Maintenance of Records.
Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City.
5. The term of this Agreement shall begin on [Council Meeting Date], unless earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Project. Consultant shall perform its services in a prompt and timely manner within the term of this Agreement and shall commence performance upon receipt of written notice from the City to proceed (“Notice to Proceed”). The Notice to Proceed shall set forth the date of commencement of work.
6. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; pandemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint. b. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement.
7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. 3 c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.
8. Standard of Care
Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions.
9. Assignment and Subconsultant
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates, and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder.
10. Independent Contractor
Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided.
11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section.
a. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:
(1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent.
(iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
4 (2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion deleted (7) Contractual Liability with respect to this Agreement (8) Property Damage
(9) Independent Contractors Coverage
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status.
(iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention.
c. Workers’ Compensation/Employer’s Liability
(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. 5 (ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend.
e. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:
Limits
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 combined single limit
Employer’s Liability $1,000,000 per accident or disease Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
(ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement.
f. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such 6 evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. g. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, selfinsurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claimsmade policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss.
Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. h. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance 7 in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. i. Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. j. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.
12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers. b. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance of “design professional” services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, 8 pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.
13. California Labor Code Requirements.
a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.
b. If the services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations.
Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.
c. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor.
14. Reserved.
15. Reserved.
16. Laws and Venue.
9 This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of Los Angeles, State of California. 17 Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this Agreement upon ninety (90) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant. 18 Documents. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City, and shall be retained in accordance with the City’s records retention schedule.
19. Organization
Consultant shall assign a dedicated Project Manager (to be identified upon execution) as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.
20. Limitation of Agreement.
This Agreement is limited to and includes only the work included in the Project described above.
21. Notice
Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to:
10 CITY:
City of Hidden Hills
Attn: City Manager Gloria Molleda
6165 Spring Valley Road, Hidden Hills, CA 91302
[email protected]
(818) 888-9281
CONSULTANT:
Tripepi Smith
27702 Crown Valley Parkway, D4#139
Ladera Ranch CA, 92694
[email protected]
626-536-2173
and shall be effective upon receipt thereof.
22. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.
23. Equal Opportunity Employment.
Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such nondiscrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
24. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement.
25. Severability
The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the remaining provisions unenforceable, invalid or illegal.
26. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.
27. Non-Waiver
11 None of the provisions of this Agreement shall be considered waived by either Party, unless such waiver is specifically specified in writing.
28. Time of Essence
Time is of the essence for each and every provision of this Agreement.
29. City’s Right to Employ Other Consultants
City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.
30. Prohibited Interests
Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
12 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN CITY OF HIDDEN HILLS
AND TRIPEPI SMITH
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
CITY OF HIDDEN HILLS
Approved By:
Gloria Molleda
City Manager
Date
Attested By:
City Clerk
Approved As To Form:
City Attorney
[Tripepi Smith]
Signature
Name
Title
Date
13 EXHIBIT A
Scope of Services
Consultant shall provide AI Digital Library Design Standards and Launch Marketing services on a time-andmaterials basis. The scope of work is organized into the following components:
Component 1 – Project Management
Consultant shall provide project management services throughout the engagement, including a comprehensive kickoff call with the project team and up to four (4) one-hour strategy and check-in meetings, which may be divided into shorter sessions. Project management services shall include meeting agendas, recap/action-summary emails, and coordination with City staff and the Design Ad Hoc Committee to sustain momentum and ensure deliverables meet the City’s objectives and schedule.
Component 2 – AI Library Brand Identity
Consultant shall develop the AI Digital Library brand identity. Deliverables shall include, at a minimum: (1) a primary logo with alternate lockup variations (horizontal, stacked, and icon-only) in full-color, one-color, and reversed formats, delivered in AI, SVG, PNG, and JPG formats; (2) a color palette and typography specifications; (3) a two-page brand-at-a-glance style guide covering logo usage, color schemes, and font specifications; and (4) an AI Library resident access card design, print-ready at standard credit card dimensions (3.375” x 2.125”).
Component 3 – Launch Marketing Materials
Consultant shall design launch marketing materials utilizing City-provided content. Deliverables shall include, at a minimum: (1) a double-sided flyer in full-color print and digital versions; (2) a tri-fold brochure in print-ready and digital/accessible PDF formats; and (3) an e-newsletter banner/header. Printing costs are excluded.
All final deliverables shall include editable native files, when applicable, including Adobe InDesign, Illustrator, or equivalent files, as well as production-ready digital and print-ready files usable by City staff or a future vendor without requiring the original firm’s involvement. A minimum of two (2) rounds of revisions per major deliverable are included, unless otherwise agreed to in writing by the City.
The City and Consultant may, by mutual written amendment, add additional design and communications services identified in the City’s underlying Request for Proposals, including ADA-compliant newsletter design, 65th Anniversary commemorative design, and design support for a possible public safety app launch, subject to authorization in accordance with this Agreement.
Joseph Loggia, Mayor
Stuart E. Siegel, Mayor Pro Tem
Eniko Gold, Council Member
Laura McCorkindale, Council Member
Larry G. Weber, Council Member
TO: Honorable Mayor and City Council
FROM: Gloria Molleda, City Manager
BY: Amber Servin, Interim Assistant City Manager
DATE: July 15, 2026
SUBJECT: CONSIDERATION AND APPROVAL OF A PROFESSIONAL SERVICES AGREEMENT WITH
ENVYRO FOR THE DEVELOPMENT OF THE AI LIBRARY REGISTRATION PORTAL
NOTE: This item was not ready for consideration at the July 13, 2026, City Council meeting and is being brought forward for Council consideration at this time.
BACKGROUND
The City of Hidden Hills is developing an AI Digital Library to provide residents, school district students, and members of neighboring communities with access to AI-powered educational content and digital resources. To manage member access to the library, the City requires a Membership Registration Portal that allows residents to apply for membership, enables staff to verify eligibility and approve applicants, and automatically provisions approved members into the Disco platform.
City staff solicited a proposal from Envyro for the design, development, and deployment of the Membership Registration Portal. Envyro is a software developer specializing in membership portal integrations built on the Disco platform. Envyro has conducted significant research to ensure that the proposed portal can run within the City’s Disco environment, reducing technical risk and confirming compatibility before contract execution. Envyro’s proposal reflects what has been demonstrated to work in practice within the City’s existing platform.
DISCUSSION
The proposed scope of work covers the Membership Registration Portal, delivered by Envyro. The portal provides a branded, mobile-friendly public sign-up page with City-defined membership categories, a secure staff admin area with an approval queue and eligibility verification, automated provisioning of approved members into Disco, and submission analytics. Eligibility criteria are set by the City, and verification remains the responsibility of staff.
Envyro’s engagement includes discovery and requirements confirmation; building the registration portal, including the branded public sign-up page, membership category logic, and staff admin with approval
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- 1 -
CITY OF HIDDEN HILLS
PROFESSIONAL SOFTWARE SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this ____ day of ___________, 2026 (“Effective Date”), by and between the City of Hidden Hills, a California municipal corporation organized and operating under the laws of the State of California, with its principal place of business at 165 Spring Valley Road, Hidden Hills, CA 91302 (“City”) and Envyro Inc, a program development company with its principal place of business at 517 Richmond St, Unit 1704, London, ON N6A 0E3, Canada (“Vendor”). City and Vendor are sometimes individually referred to as “Party” and collectively as “Parties.”
2. RECITALS.
2.1 City. City is a public agency of the State of California and is in need of professional services for the design, development, deployment, and ongoing support and maintenance of a Membership Registration Portal as described in further detail in Exhibit “A” (“Project”) attached hereto and incorporated by reference into this Agreement.
2.2 Vendor. Vendor desires to perform and assume responsibility for the provision of certain professional services for the development of the Project, including but not limited to ongoing support and maintenance services in connection with the Project, as required by the City on the terms and conditions set forth in this Agreement.
Vendor represents that it is experienced in designing, developing, and deploying custom software, including providing ongoing support and maintenance to public agency clients, is licensed in the State of California, and is familiar with the computing environment of the City.
2.3 Grant of License. Vendor hereby represents and warrants to City that Vendor is the owner of the Application Software, as defined herein, or otherwise has the right to grant to City the rights to use of the Application Software, as set forth in this Agreement and the attached License Agreement.
2.4 Project. City desires to engage Vendor to render such services for the Project as set forth in this Agreement.
iTEM 3.B - ATTACHMENT 2
65544.00001\45172201.1
2 2.5 Hardware Specifications. The Parties acknowledge and agree that the City has or will be purchasing certain hardware necessary for the proper operation of the System, defined below, in reliance on the recommendations and specifications to be provided by Vendor.
3. DEFINITIONS
3.1 Acceptance. The term Acceptance as used in this Agreement shall refer to a thirty (30) day period following notification by the Vendor that the Application Software or any component or element thereof is ready for use. During this period, the City will test the System and if no Defects are reported, that component or element of the Application Software will be deemed Accepted. If Defects are reported, the Vendor will correct the Defect and a new Acceptance period will begin once the City has been notified by the Vendor.
3.2 Application Software. The term Application Software as used in this Agreement shall refer to the collection of software programs (i.e. executable code) provided to the City by Vendor that will perform the set of functions described in the Exhibit “B”.
3.3 Custom Software. The term Custom Software is computer programs developed under this Agreement that extends the functionality of the Application Software to include features specified or required as part of this Project and under this Agreement not originally part of the Vendor’s baseline or prior version of the Application Software.
3.4 Defect. The term Defect as used in this Agreement shall refer to any error or malfunction in the operation of the System under this Agreement that prevents the City or its agents or employees from using the Application Software to perform the features and functions proposed in Exhibit “B”.
3.5 Delivery. The term Delivery related to software shall mean the transfer and receipt (electronically) of the Application Software to the designated, City approved computing environment. Delivery of professional Services, as used in this Agreement, shall mean that the City’s designated agent under this Agreement has signed off on a given task or work order.
3.6 Final Acceptance. The term Final Acceptance as used in this Agreement shall be used to refer to the thirty (30) day period following the complete Acceptance and operation in productive use of all the components and elements of the System that is free 65544.00001\45172201.1
3 of Defects. If Defects are reported by the City, the Vendor will correct the Defect(s) and notify the City after which a new Final Acceptance period will begin.
3.7 Installation. The term Installation as used in this Agreement shall refer to the loading of executable code necessary for the operation of the Application Software on one of the computing environments designated herein with the Platform Software.
3.8 License Agreement. The term License Agreement as used in this Agreement shall mean the license agreement(s) for the Application Software attached hereto as Exhibit “E”.
3.9 On-going Maintenance and Support Services. The term On-going Maintenance and Support Services as used in this Agreement shall mean those Services required for on-going Application Software maintenance and support.
3.10 Platform Software. The term Platform Software shall mean all of the server and client operating systems, utilities, objects, database software, and any 3rd Party software necessary to operate the Application Software as required by this Agreement.
3.11 Project. The term Project as used in this Agreement shall refer to all of the materials, labor and Services required to deliver the System.
3.12 Project Deliverables. The term Products as used in this Agreement shall refer to, collectively, the Application Software, Custom Software, Platform Software, Updates, Source Code and any other products, including intellectual property, provided by Vendor under this Agreement, as more specifically set forth in Exhibit “B”.
3.13 Project Services. The term Project Services as used in this Agreement shall mean those Services to be provided by Vendor in order to complete the Project, through Final Acceptance.
3.14 Services. The term Services as used in this Agreement shall mean, collectively, the Project Services and the On-going Maintenance and Support Services.
3.15 Source Code. The term Source Code as used in this Agreement shall refer to all programming language code, objects, stored procedures, utilities, and compilers necessary to generate executable code for all of the Application Software and Custom Software provided under this Agreement, including all user, technical and system documentation necessary for a reasonable person to understand how to operate all elements of the System.
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4 3.16 System. The term System shall be used in this Agreement to refer to the collection of software, firmware, operating system, database system, hardware and peripherals necessary to operate the Application Software to perform the functions specified in Exhibit “B”.
3.17 Update. The term Update shall be used in this Agreement to refer to any bug fix, patch, enhancement, error correction, revision, performance improvement, new version, added features to or replacement of the Application Software, or any component or element thereof, designed to perform the same functions as the Application Software on any Platform Software or computing environment.
4. TERMS.
4.1 Incorporation of Documents and Recitals; Order of Precedence. The attached exhibits and the recitals set forth above are incorporated into this Agreement by reference as though fully set forth herein.
4.2 Scope of Services and Term.
4.2.1 General Scope of Services. Vendor promises and agrees to furnish to the City all labor (technical consulting, training, programming, etc.), software, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the design, development, deployment, and ongoing support and maintenance of a Membership Registration Portal necessary for the Project. The Project is more particularly described in Exhibit “A” (Statement of Work) attached hereto and incorporated herein by reference including definitions required for interpreting the services described. The Project shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.
4.2.2 On-Going Maintenance and Support Services. Vendor further promises and agrees to furnish to the City all labor (technical consulting, training, programming, etc.), software, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the On-going Maintenance Services as required hereunder. The On-going Maintenance and Support Services are more particularly described in Exhibit “F” (On-going Maintenance Services Statement of Work) attached hereto and incorporated herein by reference including, if applicable, definitions required for interpreting the services described. The On-going Maintenance and Support Services shall be subject to, and performed in accordance with, the 65544.00001\45172201.1
5 applicable provisions of this Agreement and the attached exhibits, and all applicable local, state and federal laws, rules and regulations.
4.2.3 Term.
4.2.3.1 License Agreement. The term of the License
Agreement shall continue in perpetuity, regardless of any termination of this Agreement or the provision by Vendor of On-going Maintenance and Support Services, as further set forth in the License Agreement.
4.2.3.2 On-going Maintenance and Support Services. The
term of this Agreement as relates to the provision of On-going Maintenance and Support Services shall commence upon Final Acceptance and shall remain in effect for up to one (1) year period, to be renewed annually in the City’s sole discretion.
4.2.3.3 Project Services. The term of this Agreement, as relates to the Project Services, shall commence on the Effective Date and shall terminate on the date of Final Acceptance. Notwithstanding the foregoing, the indemnification and warranty provisions of this Agreement shall remain in full force and effect as to such Services.
4.3 Responsibilities of Vendor.
4.3.1 Control and Payment of Subordinates; Independent Contractor.
The Project Deliverables and Services shall be provided by Vendor or under its supervision. Vendor will determine the means, methods and details of performing Project subject to the requirements of this Agreement. City retains Vendor on an independent contractor basis and not as an employee. Vendor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Vendor shall also not be employees of City and shall at all times be under Vendor’s exclusive direction and control.
Vendor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Vendor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.
4.3.2 Schedule of Services. Vendor shall perform the Project Services expeditiously, within the term of this Agreement, and in accordance with the Project Plan, attached hereto as Exhibit “D” and incorporated herein by this reference. Vendor shall 65544.00001\45172201.1
6 perform the On-Going Maintenance and Support Services in accordance with the schedule therefor included in Exhibit “G”. Vendor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Vendor’s conformance with the foregoing schedules, City shall respond to Vendor’s submittals in a timely manner.
4.3.3 Conformance to Applicable Requirements. All work prepared and Services performed by Vendor shall be subject to the approval of City.
4.3.4 Warranty. Vendor warrants that the Application Software shall perform as proposed and represented in Exhibit “B”. In addition, Vendor represents and warrants that, at Final Acceptance, the Application Software shall perform all of the functions specified in Exhibit “B”.
4.3.5 Substitution of Key Personnel. Vendor has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Vendor may substitute other personnel of at least equal competence upon written approval of City.
In the event that City and Vendor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Vendor at the request of the City. The key personnel for performance of this Agreement are as follows: Matea Vasileski, Managing Director.
4.3.6 Coordination of Services. Vendor agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, Vendors and other staff at all reasonable times.
4.3.7 Standard of Care; Performance of Employees. Vendor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Vendor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Vendor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Vendor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and 65544.00001\45172201.1
7 that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Vendor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Vendor’s failure to comply with the standard of care provided for herein. Any employee of the Vendor or its sub-Vendors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project or from the provision of On-Going Maintenance and Support Services by the Vendor and shall not be re-employed to perform any of the Services or to work on the Project.
4.3.8 Regulatory Compliance. Vendor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project and the On-Going Maintenance and Support Services, including all federal and state requirements, and shall give all notices required by law. Any and all Application Software provided under this Agreement shall be compliance with all relevant federal and state laws and regulations including, but not limited to IRS, Social Security, Federal Trade Commission, Homeland Security, California Public Employees Retirement System (CalPERS), and California Franchise Tax Board.
Vendor shall be liable for all violations of such laws and regulations in connection with delivery of Products and Services under this Agreement. If the Vendor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Vendor shall be solely responsible for all costs arising therefrom.
Vendor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.
4.3.9 Additional Provisions Related to On-going Maintenance and Support Services.
4.3.9.1 Defect Remediation. Vendor shall correct any reported Defects in a timely manner. Defects that result in the City’s inability to conduct its normal business operations may incur financial penalties as further described below.
4.3.9.2 Penalties. If Vendor cannot resolve the problem of a reported Defect within 48 hours, the Vendor shall pay the City $500 per day (24 hours) until the Defect is remedied and the City is able to resume its normal business operations. 65544.00001\45172201.1
8 4.3.9.3 Updates/Platform Protection. Vendor expressly agrees that the continuous payment for On-going Maintenance and Support Services hereunder shall entitle the City to all Updates released by Vendor (or the Application Software manufacturer), at no additional cost to the City, regardless of the operating system or database platform on which the Updates operate. Vendor shall, on a quarterly basis, make the City aware of any available Updates. Updates shall be installed only after completion, to City’s satisfaction, of reasonable testing in a City test environment. The City shall only be responsible for data conversion and/or training costs associated with the Update, which shall be at the Vendor’s then current standard rates charged to similar customers for similar services, and as shall be agreed upon in writing, in advance by the Parties.
4.4 Party Representatives.
4.4.1 City’s Representative. The City hereby designates the Interim Assistant City Manager, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. Vendor shall not accept direction or orders from any person other than the City’s Representative or his or her designee.
4.4.2 Vendor’s Representative. Vendor hereby designates Matea Vasileski, Managing Director, or his or her designee, to act as its representative for the performance of this Agreement (“Vendor’s Representative”). Vendor’s Representative shall have full authority to represent and act on behalf of the Vendor for all purposes under this Agreement. The Vendor’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
4.4.3 Safety. Vendor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Vendor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed.
4.5 Responsibilities of City.
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9 4.5.1 City Support of Vendor. City shall furnish to the Vendor priority access to the System for the period of time reasonably required by the Vendor for Installation, testing, training, diagnostics, etc. City shall provide the following resources for Vendor's use in fulfillment of this Agreement:
(a) City personnel upon reasonable request of Vendor to answer questions and advise Vendor on City's facilities, operations and requirements.
(b) Input data in accordance with the agreed upon test and Acceptance procedures for use by the Vendor in Acceptance Testing.
(c) Conversion format and procedures that the Vendor shall complete at its expense.
(d) Upon completion of Installation and preliminary training, and following Final Acceptance, City shall be responsible for the operation and management of the System, exclusive of
hardware maintenance and/or On-going Maintenance and
Support Services, which shall be the responsibility of Vendor.
4.6 Fees and Payments.
4.6.1 Compensation for Project Services. The Parties agree that the payment schedule is a performance based payment schedule. Vendor shall receive compensation, including authorized reimbursements, for all Project Services and License Agreements rendered under this Agreement at the rates and in accordance with the compensation schedule set forth in Exhibit “C” attached hereto and incorporated herein by reference. The total compensation for Project Services shall not exceed Eleven Thousand Dollars ($11,000.00) without written approval of City’s Representative.
4.6.2 Compensation for On-going Maintenance and Support Services.
Vendor shall receive compensation, including authorized reimbursements, for all Ongoing Maintenance and Support Services rendered under this Agreement at the rates set forth in Exhibit “C”. Notwithstanding any other provision of this Agreement, the Parties agree that payment for the first year of On-going Maintenance and Support Services shall be covered under the warranty for the System, included as part of the payment specified 65544.00001\45172201.1
10 in Section 4.7.1 above, and no additional payment by the City shall be made for such services.
4.6.3 Process for Payment of Compensation; Itemized Statements.
Vendor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Vendor. The statement shall describe the nature and amount of Services provided; and shall clearly reflect charges against the items described in the “Compensation” set forth in Exhibit “C” since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. Statements not in conformance with the foregoing, or statements containing questions or ambiguities, shall be returned to the Vendor for correction. City shall, within forty-five (45) days of receiving a statement in conformance with the requirements contained herein, review the statement and process for payment all approved and undisputed charges thereon.
4.6.4 Partial Delivery. In the event that the Vendor fails to deliver all of the Application Software elements and Services included in the Project Deliverables, the City, at its sole option, may determine the value of the missing elements and withhold that amount from any payment due to Vendor. Alternatively, or in addition, as required to cover the value of the missing elements, Vendor shall submit to the City a cashier’s check for said amount and present it to the City, to be held as a “Project Bond” until the missing elements have been satisfactorily delivered and Accepted. Upon Acceptance of the missing elements, the City shall return the cashier’s check along with any withheld payment amounts, as applicable. If the Vendor fails to satisfactorily deliver the missing elements, the City may cash the cashier’s check and use the withheld monies to complete the outstanding deliverables with its own forces, or through any other available vendor or consultant.
4.6.5 Reimbursement for Expenses. Vendor shall not be reimbursed for any expenses unless included in Exhibit “C”, Exhibit “D”, or authorized in writing and in advance by City.
4.6.6 Modification of Scope. The City may, at any time, request a modification to the Project, or the Statement of Work for the Project Services or the Ongoing Maintenance and Support Services by submitting written notice to Vendor specifying the desired modifications. Vendor shall provide a written quote for the increased, changed or decreased Services within five (5) working days of receipt of City’s written request. Vendor shall suspend any Services following receipt of the City’s written request until final written agreement is reached on the requested modification. The Parties shall then negotiate in good faith any increased or decreased charges related to 65544.00001\45172201.1
11 the requested modification. No request for modification shall be effective until a final agreement between the Parties has been reached, and either a written amendment to this Agreement, or a change order is executed by both Parties. No oral request for modification of Services shall be binding on either Party.
4.6.7 Discounts. Vendor shall identify applicable discounts and discount time periods from published list prices for any future Application Software or additional copies of purchased Application Software. Should any discounts be announced that would normally apply to the City following the initial submission of the response, but before the Agreement is signed, the City reserves the right to take the lesser of the proposed prices or the discounted price.
4.7 Accounting Records.
4.7.1 Maintenance and Inspection. Vendor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Vendor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Vendor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
4.8 General Provisions.
4.8.1 Termination of Agreement.
4.8.1.1 Grounds for Termination. City may, by written notice to Vendor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Vendor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Vendor shall be compensated only for those Services which have been adequately rendered to City, and Vendor shall be entitled to no further compensation.
Vendor may not terminate this Agreement except for cause.
4.8.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Vendor to provide all finished or unfinished Documents & Data, as defined herein, and other information of any kind prepared by Vendor in connection with the performance of Services under this Agreement. Vendor shall be 65544.00001\45172201.1
12 required to provide such documents and other information within fifteen (15) days of the request.
4.8.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
4.8.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective Parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
City
City of Hidden Hills
Attn: City Manager Gloria Molleda
6165 Spring Valley Road
Hidden Hills, CA 91302
Vendor
Attn: Matea Vasileski
517 Richmond St, Unit 1704, London, ON
N6A 0E3, Canada [email protected]
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
4.8.3 Ownership of Materials and Confidentiality.
4.8.3.1 Documents & Data; Licensing of Intellectual Property.
Excluding materials and data already owned by the Vendor prior to this Agreement, this Agreement creates a non-exclusive, irrevocable, 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, software programming, 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 digital media, including, without limitation, any Computer Aided Design and Drafting (“CADD”) data, which are prepared or caused to be prepared by Vendor under this Agreement (“Documents & Data”). Vendor shall require all subcontractors to agree in writing that City is granted a non-exclusive, irrevocable, and perpetual license for any Documents & Data, and Custom Software solutions the subcontractor prepares under this Agreement. Vendor represents and warrants that Vendor has the legal right to license any and all Documents & Data. Vendor makes no such representation and warranty in regard to Documents & Data which were prepared 65544.00001\45172201.1
13 by design professionals other than Vendor or provided to Vendor by the City. City shall not be limited in any way in its use of the Documents & Data or Custom Software at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk. Any CADD data delivered to City shall not include the professional stamp or signature of an engineer, architect, or any other licensed professional, but shall be followed with a hard copy with such stamp or signature.
4.8.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Vendor in connection with the performance of this Agreement shall be held confidential by Vendor. Such materials shall not, without the prior written consent of City, be used by Vendor for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Vendor which is otherwise known to Vendor or is generally known, or has become known, to the related industry shall be deemed confidential. Vendor shall not use City’s name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.
4.8.3.3 Intellectual Property Indemnification. Vendor shall defend, indemnify, and hold harmless City, officials, officers, employees, volunteers and agents against any and all claims against City based upon allegations that Vendor has wrongfully utilized Intellectual Property of others in performing work pursuant to this Agreement or that City has wrongfully used Intellectual Property developed by Vendor pursuant to this Agreement.
4.8.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
4.8.5 Attorney’s Fees. If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney’s fees and all other costs of such action.
4.8.6 Indemnification. To the extent permitted by law, Vendor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, 65544.00001\45172201.1
14 expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any negligent acts or omissions or willful misconduct of Vendor, its officials, officers, employees, agents, Vendors and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all damages and attorneys’ fees and other related costs and expenses. Vendor shall defend, at Vendor’s own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Vendor shall pay and satisfy any such judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Vendor shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Vendor’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers
4.8.7 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties. If there are any conflicts in language in referenced or related agreements, the language in this Agreement shall prevail. Exhibits to this Agreement will include (if not provided for in the main Agreement) the following:
Exhibit A – Statement of Work
Exhibit B – Project Deliverables
Exhibit C – Compensation
Exhibit D – Project Plan
Exhibit E – Software License Agreement(s)
Exhibit F – Scope of Ongoing Maintenance
4.8.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County.
4.8.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.
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15 4.8.10 City’s Right to Employ Other Vendors. City reserves the right to employ other Vendors in connection with this Project.
4.8.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties.
4.8.12 Assignment or Transfer. Vendor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
4.8.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Vendor include all personnel, employees, agents, and subcontractors of Vendor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
4.8.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
4.8.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
4.8.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
4.8.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
4.8.18 Prohibited Interests. Vendor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide agent of the 65544.00001\45172201.1
16 Vendor, to solicit or secure this Agreement. Further, Vendor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Vendor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement.
For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
4.8.19 Equal Opportunity Employment. Vendor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
4.8.20 Authority to Enter Agreement. Vendor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
4.8.21 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
4.9 Subcontracting.
4.9.1 Prior Approval Required. Vendor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 65544.00001\45172201.1
17 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF HIDDEN HILLS
AND ENVYRO, INC.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.
CITY OF HIDDEN HILLS
APPROVED BY:
Gloria Molleda
City Manager
ATTESTED BY:
Deanna Gonzalez
City Clerk
APPROVED AS TO FORM:
Best Best & Krieger LLP
City Attorney
VENDOR
ENVYRO, INC.
Signature
Name
Title
65544.00001\45172201.1
18 EXHIBIT A
EXHIBIT “A”
STATEMENT OF WORK
Phase 1 – Build (Membership Registration Portal)
Consultant shall design, develop, and deploy a Membership Registration Portal for the City’s AI Digital Library, built to operate within the City’s Disco environment. The Membership Registration Portal shall consist of: a branded, mobile-friendly public signup page with City-defined membership categories; a secure staff admin area with an application queue, applicant detail, eligibility verification, and approve/decline action; automated provisioning of approved members into Disco (account creation, membergroup assignment, and login generation) via Disco’s API; and submission analytics.
Eligibility criteria are set by the City and verification remains a human staff decision. The engagement includes discovery and requirements confirmation, testing, deployment, and handover to City staff. Phase 1 targets the City’s August 2026 launch window and shall run from the date of execution through completion and City acceptance.
Phase 2 – Ongoing Support and Maintenance
Commencing after the launch of the portal, Consultant shall provide ongoing support and maintenance for the Membership Registration Portal, including monitoring, bug fixes, minor configuration adjustments, compatibility maintenance with the Disco platform, and responsive support to City staff. The City is authorizing one (1) year of support and maintenance under this Agreement, for a term of twelve (12) months commencing after launch and concluding no later than August 31, 2027. 65544.00001\45172201.1
19 EXHIBIT B
EXHIBIT “B”
PROJECT DELIVERABLES
The following is the list of specific software features and functions to be delivered as part of the Membership Registration Portal.
• Branded public sign-up page and membership category logic, including adaptive forms that capture the correct details for each membership category. • Secure staff admin area with an application queue, applicant detail, and residency/eligibility verification support.
• Approve/decline action on applications, with the verification decision remaining a human staff decision.
• Automated provisioning of approved members into Disco via Disco’s API, including account creation, member-group assignment, and login generation. • Submission analytics and reporting view showing sign-up volume, breakdown by membership category, and the status of every request (pending, approved, or declined).
• Testing and deployment of the completed portal into the City’s Disco environment.
• Handover of the portal and related documentation to City staff
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20 EXHIBIT C
EXHIBIT “C”
COMPENSATION
Phase 1 – Build (Membership Registration Portal)
Fixed-scope, one-time build fee of $5,000, payable as follows: 50% ($2,500) upon execution of this Agreement; and 50% ($2,500) upon completion, deployment, and City acceptance of the Membership Registration Portal. Phase 1 total not to exceed $5,000.
Phase 2 – Ongoing Support and Maintenance
Support and maintenance fee not to exceed $500 per month, invoiced monthly in arrears.
The full twelve (12) month term (not to exceed $6,000 total) is authorized under this Agreement, commencing after launch and concluding no later than August 31, 2027.
Monthly invoices shall be submitted in arrears and paid within 30 days of receipt. Each invoice shall include a description of the support and maintenance services provided during the billing period.
Consultant will invoice City on a monthly cycle. Consultant will include with each invoice a detailed progress report that indicates the amount of budget spent on each task.
Consultant will inform City regarding any out-of-scope work being performed by Consultant. This is a fixed-fee contract: a fixed, one-time fee for Phase 1 and a fixed monthly fee not to exceed $500 per month for Phase 2.
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21 EXHIBIT D
EXHIBIT “D”
PROJECT PLAN
• Phase 1 – Build. Consultant shall complete the Phase 1 build (Membership Registration Portal) within approximately one (1) month, commencing upon execution of this Agreement, targeting the City's August 2026 launch window.
The timeline covers discovery and design, build, and testing through City acceptance and deployment.
• Phase 2 – Ongoing Support and Maintenance. Ongoing Support and Maintenance shall commence after launch and continue for twelve (12) months from the launch date.
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22 EXHIBIT E
EXHIBIT “E”
SOFTWARE LICENSE AGREEMENTS
This will include all related software license agreements for the Application Software and Platform Software, if applicable.
1. License in Perpetuity. The license to use all the Application Software shall be irrevocable and in perpetuity and shall not require an annual license fee for continued use after the initial warranty period, and shall survive any termination of this Agreement or the provision of On-going Maintenance and Support Services.
2. Right to Grant License; Remedies for Breach. Vendor represents and warrants to City that Vendor is the owner of the Application Software, or otherwise has the right to grant to City the rights to use of the Application Software. In the event of any breach or threatened breach of the foregoing representation and warranty, City may, at its sole discretion, require Vendor to: i) procure, at Vendor's expense, the right to use the Application Software, ii) replace the Application Software or any part thereof that is in breach and replace it with software of comparable functionality, as determined by the City, that does not cause any breach, or iii) refund to City the full amount paid by the City for the Project upon the return of the Application Software and all copies thereof to Vendor.
3. Application Software Licensing Provisions
3.1 Disabling Code. The Vendor stipulates that there is no disabling code contained in the Application Software that would render the System unusable if certain events or actions do not occur.
3.2 Backup/Disaster Recovery. The City shall have the rights to install the Application Software on a backup/disaster recovery computer environment for the purposes of dynamic or static replication at a hotsite or backup data center. In the event the primary data center at which the Application Software is hosted is inoperable or otherwise unavailable, the City may use the backup version without additional licensing or other charges until the primary site is available again.
3.3 Development and Test Environments. The City shall be entitled to install and configure the Application Software on additional computing environments (servers, hosts, clients) for the purpose of development and/or testing. 65544.00001\45172201.1
23 EXHIBIT E
4. Updates/Platform Protection. Vendor expressly agrees that the continuous payment for On-going Maintenance and Support Services hereunder shall entitle the City to all Updates released by Vendor (or the Application Software manufacturer), at no additional cost to the City, regardless of the operating system or database platform on which the Updates operate. Vendor shall, on a quarterly basis, make the City aware of any available Updates. Updates shall be installed only after completion, to City’s satisfaction, of reasonable testing in a City test environment. The City shall only be responsible for data conversion and/or training costs associated with the Update, which shall be at the Vendor’s then current standard rates charged to similar customers for similar services, and as shall be agreed upon in writing, in advance by the Parties. 65544.00001\45172201.1
24 EXHIBIT F
EXHIBIT “F”
SCOPE OF ONGOING-MAINTENANCE
Commencing after the launch of the portal, Consultant shall provide ongoing support and maintenance for the Membership Registration Portal, including monitoring, bug fixes, minor configuration adjustments, compatibility maintenance with the Disco platform, and responsive support to City staff. The City is authorizing one (1) year of support and maintenance under this Agreement, for a term of twelve (12) months commencing after launch and concluding no later than August 31, 2027.