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Att B - Tripepi Smith Agreement

San Pablo City Council
February 2, 2026

Document
Att B - Tripepi Smith Agreement
Meeting
February 2, 2026
Body
San Pablo City Council
Original file
10.2 MB
Text extracted from the city's file for reading and search. Open the original on sanpablo.legistar1.com. That file is the official record.

Updated: 5/25 Page 1

CITY OF SAN PABLO

AGREEMENT FOR CONSULTING SERVICES

THIS AGREEMENT (“Agreement”), effective the 3rd day of February, 2026 (“Effective Date”), is by and between the City of San Pablo, a municipal corporation organized and existing under the laws of the State of California, ( “City”), and Tripepi, Smith & Associates , Inc., a California corporation, (“Consultant”) (individually, a “Party,” and collectively, the “Parties”).

RECITALS

WHEREAS, the City desires to engage a consultant to provide education and outreach services to the City regarding a potential sales tax measure (“Services”) as further set forth in this Agreement;

WHEREAS, the City desires to engage a consultant who will act at all times in the City’s best interest and will respect the trust and confidence placed in that consultant by the City; and

WHEREAS, Consultant has represented to City that Consultant has the special training, skill, competence and expertise necessary to provide the Services needed by the City; desires to enter into this Agreement with the City as an independent contractor; and is willing to provide the Services on the following terms and conditions.

NOW, THEREFORE, Consultant and the City agree as follows:

TERMS AND CONDITIONS
(1) Scope of Services.

A. Scope of Services. Consultant agrees to provide the Services to the City as specified in, collectively, the scope of services set forth in the Consultant’s proposal dated January 26, 2026 (“Proposal”), attached as Exhibit A and incorporated herein. In the event of any conflict or inconsistency between any of the terms of the Proposal and this Agreement, the terms most favorable to the City will prevail. Any services not encompassed in this Section (1) are additional services (“Additional Services”) subject to prior written authorization by the City, as further specified below in Section (3), “Additional Services.”

B. Quality of Performance. Consultant will provide the Services and any authorized Additional Services in accordance with the standards of its profession; in accordance with the terms, conditions, and objectives of this Agreement; and in a manner satisfactory to the City Manager or his or her authorized delegee (“City Manager”). Consultant represents that it possesses the necessary skills, background, and licenses to perform the Services or Additional Services. Consultant is solely responsible for the quality and suitability of the Services it provides pursuant to this Agreement. If, during the course of this Agreement, the City Manager notifies Consultant that the Services are not satisfactory, in whole or in part, Consultant will promptly take the corrective action required by the City Manager, at no extra cost to the City. Failure to promptly take such corrective action constitutes a material breach of this Agreement and cause for termination in the City’s discretion. This standard of care will not be construed to impose a mandatory duty on the City within the meaning of Government Code section 815.6. The City’s acceptance of Services performed under this Agreement will not operate to waive or release Consultant’s obligation under this paragraph.

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C. Time is of the Essence. In the performance of this Agreement, time is of the essence. Consultant must be available to begin providing the Services upon the Effective Date of this Agreement, and must complete the Services within the time specified in Section (4), “Effective Date and Term.”

D. Primary Service Provider. The City has approved of the Ryder Todd Smith as Consultant’s primary provider of the Services under this Agreement, and no other person will be accepted as the primary provider of the Services without the City’s prior written consent.

E. Labor Code Compliance. If the Services are “public works” services as defined in Labor Code section 1720 et seq. and the Agreement is for an amount greater than $1,000, the Agreement is subject to all applicable requirements of Chapter 1 of Part 7 of Division 2 of the Labor Code, beginning at section 1720, and the related regulations, including but not limited to requirements pertaining to wages, working hours and workers’ compensation insurance.

Consultant must also post all job site notices required by laws or regulations pursuant to Labor Code section 1771.4.

1. Prevailing Wages: Each worker performing Services under this Agreement that is covered under Labor Code section 1720 or 1720.9, must be paid at a rate not less than the prevailing wage as defined in sections 1771 and 1774 of the Labor Code. The prevailing wage rates are on file with the City and are available online at http://www.dir.ca.gov/DLSR. Pursuant to Labor Code section 1775, Consultant and any subconsultant will forfeit to City as a penalty up to $200 for each calendar day, or portion of a day, for each worker paid less than the applicable prevailing wage rate, in addition to paying each worker the difference between the applicable wage rate and the amount actually paid.

2. Working Day: Pursuant to Labor Code section 1810, eight hours of labor consists of a legal day’s work. Pursuant to Labor Code section 1813, Consultant will forfeit to City as a penalty the sum of $25 for each day during which a worker employed by Consultant or any subconsultant is required or permitted to work more than eight hours during any one calendar day, or more than 40 hours per calendar week, unless such workers are paid overtime wages under Labor Code section 1815. All Services must be carried out during regular City working days and hours unless otherwise specified in the scope of services or authorized in writing by City.

3. Payroll Records: Consultant and its subconsultants must maintain certified payroll records in compliance with Labor Code sections 1776 and 1812, and all implementing regulations promulgated by the Department of Industrial Relations (“DIR”). For each payroll record, Consultant and its subconsul tants must certify under penalty of perjury that the information in the record is true and correct, and that it has complied with the requirements of Labor Code sections 1771, 1811, and 1815. Unless the Agreement is for an amount under $25,000, Consultant must electronically submit certified payroll records to the Labor Commissioner as required under California law and regulations.

4. Apprentices: If the amount of the Agreement is $30,000 or more, Consultant must comply with the apprenticeship requirements in Labor Code section 1777.5.

5. DIR Monitoring, Enforcement, and Registration: The Services are subject to compliance monitoring and enforcement by the DIR pursuant to Labor Code Updated: 5/25 Page 3
section 1725.5, and, subject to the exception set forth below, Consultant and any subconsultants must be registered with the DIR to perform public works projects.

The registration requirements of Labor Code section 1725.5 do not apply if the Agreement is for an amount under $25,000.

(2) Compensation. As full compensation for the satisfactory and timely performance of the Services as specified in Section (1), “Scope of Services,” and the attached exhibits, City hereby agrees to pay Consultant a sum not to exceed One Hundred Thousand Dollars ($100,000).

The payment schedule would be billed monthly on a Time & Materials basis. Time & Materials work is billed in 15-minute increments at the end of the month in which work is done. Billing includes descriptions of work done, categorized by sub-task.

Consultant will be paid all undisputed amounts within thirty (30) days of City’s receipt of detailed invoices for Services provided to the City Manager’s satisfaction during the preceding calendar month. Invoices must include all of the information contained in Section (7), “Billings,” below. Each invoice must be signed by an authorized representative of Consultant, verifying that the invoiced Services have been performed. Consultant will not be entitled to compensation for Additional Services, as defined below in Section (3), unless authorized by City in writing in advance, and memorialized in an amendment to this Agreement executed by the authorized representatives of each Party. This Section (2) supersedes any conflicting or inconsistent provisions in the Proposal.

(3) Additional Services. In addition to the S ervices included in Section (1), “Scope of Services,” the Parties may from time to time agree that Consultant will provide Additional Services for additional compensation, as authorized by the City Manager. The nature and scope of the Additional Services, including the time for performance and terms for mutually agreeable additional compensation must be memorialized in a writing, executed by both Parties, as further specified in Section ( 22), “Amendments,” before Consultant may begin providing the Additional Services. Consultant will not be entitled to compensation for any Additional Services performed without a written amendment to include the Additional Services in this Agreement. If Consultant believes that services that it is directed to perform by City are not included in Section (1), “Scope of Services,” Consultant will promptly notify the City in writing of the basis for this belief. If the City agrees that the subject services are not included in Section (1), “Scope of Services,” the Parties will promptly execute a writing to authorize the services as Additional Services for mutually agreed-upon additional compensation. Except as otherwise specified in the written authorization, all Additional Services are subject to the same terms and conditions as all Services under this Agreement, including, billing, record -keeping, reporting, insurance, indemnity, and compliance with all applicable laws and standards.

(4) Effective Date and Term. The term of this Agreement (“Term”) begins on the Effective Date set forth above, and expires on December 31, 2026. If the Term expires later than the end of the City’s fiscal year, the continuation of the Term into the next fiscal year will be contingent upon the City’s lawful encumbrance or appropriation of new funds for the Agreement.

(5) Assignment and Subcontracting. A substantial inducement to City for entering into this Agreement was, and is, the reputation and competence of Consultant. The assignment or subcontracting of this Agreement by Consultant, or any interest therein, is prohibited without the prior written approval of the City Manager. The City has authorized Consultant to use the following Subconsultants/Subcontractors as specified:

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Subconsultant/Subcontractor Name Subconsultant/Subcontractor Services

__________None______________ ______None_____________________ ____________________________ _______________________________

(6) Independent Contractor Status. It is expressly understood and agreed by the Parties that Consultant, while providing Services pursuant to this Agreement, is an independent contractor and not an employee of the City. Consultant is solely responsible for the means and methods by which it provides the Services. Consultant is solely responsible for all matters relating to the payment of its employees, including compliance with social security, withholding tax and all other laws and regulations governing such matters. Consultant is solely responsible for its own acts and those of its agents and employees during the T erm of this Agreement. Consultant will not represent, at any time or in any manner, that Consultant is an employee of the City. Consultant will exercise its judgment in recommending to City the methods by which to accomplish City’s objectives and needs. Consultant acknowledges that the City will provide no training. Consultant will provide whatever tools and materials that are necessary to complete a client engagement.

Consultant is free to accept, and has accepted in the past, other client engagements. Consultant is responsible for purchasing, bringing, providing, and controlling any and all equipment, tools, instruments, etc. needed for completion of the Services set forth herein, as well as for maintenance and use of such equipment. It is understood that Consultant is hired on a temporary basis only, and that if the City and/or Consultant desires to continue Consultant’s services after expiration of the Term or termination of this A greement, Consultant must enter into a new agreement.

(7) Billings. Consultant's invoices must include the following information: (a) a brief description of Services performed, including any Additional Services; (b) the date the Services were performed; (c) the number of hours spent and by whom ; (d) the current Agreement not-to- exceed amount; (e) the amount previously billed; (f) the total paid to date; (g) the outstanding balance due, if any; (h) the current invoice amount; (i) total amount billed against the Agreement to date; (j) the remaining balance of the not-to-exceed amount; and (k) the Consultant’s signature.

Except as specifically authorized by City, Consultant will not bill City for duplicate S ervices performed by more than one person. Consultant may not submit any billing for an amount in excess of the maximum amount of compensation authorized in Sections (2) and (3) , above .

Consultant is solely responsible for its office and overhead costs , including furniture and equipment rental, supplies, salaries of employees, telephone calls, postage, advertising, and all other expenses incurred by Consultant in the performance of this Agreement.

(8) Advice and Status Reporting. Consultant will provide the City with timely reports, orally or in writing, of all significant developments arising during performance of its Services, and provide the City with information as is necessary to enable City to monitor the performance of this Agreement, including statements and data demonstrating the effectiveness of the S ervices provided in achieving the City’s express goals and objectives. The City may withhold payments otherwise due to Consultant pending timely delivery of all such reports and information.

Consultant will promptly notify the City Manager of any matters that could adversely affect Consultant’s ability or eligibility to continue to provide Services under this Agreement.

(9) Retention of Records. Consultant’s complete files, including all records, employee time sheets, and correspondence pertaining to the Services will be available for review by the City upon request, and copies of pertinent reports and correspondence will be furnished for the City’s files upon request by the City. Consultant will maintain adequate documentation to substantiate all charges for hours and materials charged to City under this Agreement. Consultant will maintain Updated: 5/25 Page 5
the records and any other records related to the Services or this Agreement and will allow City access to such records for a period of four years after the expiration of the Term or termination of the Agreement. At City’s request, or upon expiration or termination of this Agreement, Consultant will return to City all plans, maps, cost estimates, project financial records, reports, and related documents. All research information, plans, diagrams, financial records, reports, cost estimates or other documents prepared or obtained under the terms of this A greement will be delivered to and become the property of the City and all data prepared or obtained under this Agreement will be made available, upon request, to the City without restrictions or limitations on their use. This Section (9) will survive expiration of the Term or termination of the Agreement.

(10) Written Reports and Documents. In accordance with Government Code section 7550, if the total compensation paid to Consultant under this Agreement exceeds $5,000, any document or written report prepared by Consultant for or under the direction of City will contain the numbers and dollar amounts of all contracts and subcontracts relating to the preparation of such document or written report. The contract and subcontract numbers and dollar amounts shall be contained in a separate section of such document or written report. When multiple documents or reports are the subject or product of this Agreement, the disclosure section may also contain a statement indicating that the total contract amount represents compensation for multiple documents or reports.

(11) Record and Fiscal Control System. Consultant will maintain its financial records and fiscal control systems in a commercially reasonable manner. Consultant will maintain personnel and payroll records to adequately identify the source and application of all received funds; withhold income taxes; pay employment taxes (including Social Security), unemployment compensation, worker's compensation and other taxes as may be due. Consultant will maintain an effective system of internal control to assure that funds provided through the City are used solely for authorized purposes.

(12) Access to Records; Audits . The City will have access at any time during normal business hours and as often as necessary to any bank account and books, records, documents, accounts, files, reports, and other property and papers of Consultant relating to the Services to be provided under this Agreement for the purpose of making an audit, review, survey, examination, excerpt or transcript.

(13) Consultant’s Testimony. Unless the Services include serving as an expert witness, Consultant agrees to consult with City and testify at City’s request at no additional cost other than normal witness fees if litigation is brought against City in connection with Consultant ’s Services.

This Section (13) will survive expiration of the Term or termination of the Agreement.

(14) Assignment of Personnel . Consultant will only assign competent and qualified personnel to perform the Services. If City asks Consultant to remove a person assigned to the Services, Consultant agrees to do so immediately regardless of the reason, or the lack of a reason, for City's request.

(15) Insurance. Before it may begin performing Services under this Agreement, Consultant must procure and provide proof of the insurance coverage and endorsements required by this Section in the form of certificates and endorsements acceptable to City. The required insurance must cover the activities of Consultant and its subconsultants or subcontractors relating to or arising from the performance of the Services, and must remain in full force and effect at all times during the Term of the Agreement. All required insurance must be issued by a company licensed to do business in the State of California, and each such insurer must have an A.M. Best’s financial Updated: 5/25 Page 6
strength rating of “A” or better and a financial size rating of “VII” or better. If Consultant fails to provide any of the required coverage in full compliance with the requirements of this Agreement, City may, at its sole discretion and in addition to any other remedies, purchase such coverage at Consultant’s expense and deduct the cost from payments due to Consultant, suspend performance of the Services under the Agreement, or terminate Consultant for default. The procurement of the required insurance will not be construed to limit Consultant’s liability under this Agreement or to fulfill Consultant’s indemnification obligations under this Agreement. If coverage limits carried by Consultant exceed the minimum limits specified below, the higher limits will be deemed to be required by this Agreement.

A. Policies and Limits. Consultant must procure and maintain the foll owing insurance policies and limits at all times during the Term of this Agreement:

1. Commercial General Liability Insurance (“CGL”): The CGL policy must be issued on an occurrence basis, written on a comprehensive general liability form (CG 00 01), and must include coverage for liability arising from the operations of Consultant or its subconsultants or subcontractors in the performance of the Services, including products and completed operations, property damage, bodily injury and personal and advertising injury with limits of at least $2,000,000.00 per occurrence. General aggregate limit shall be twice the required occurrence limit .

The CGL coverage may be arranged under a single policy for the full limits required or by a combination of underlying policies with the balance provided by excess or umbrella policies, provided each such policy complies with the requirements set forth herein.

2. Automobile Liability: The automobile liability policy must provide coverage of at least $1,000,000.00 combined single-limit per accident for bodily injury, death or property damage.

3. Workers’ Compensation Insurance and Employer’s Liability: If the Consultant has employees, the policy must comply with the requirements of the California Workers’ Compensation Insurance and Safety Act, providing coverage of at least $1,000,000.00, or as otherwise required by law.

4. Professional Liability: The professional liability insurance policy must insure against the Consultant’s errors and omissions in the provision of Services under this Agreement, in an amount not less than $1,000,000.00 combined single limit.

Any deductible or self-insured retention may not exceed $50,000. The professional liability policy must include prior acts coverage sufficient to cover all Services provided by the Consultant for this Agreement, and the coverage must continue in effect for five years following final payment to Consultant. The following provisions apply if the professional liability policy is written on a claims-made form:

a. The retroactive date of the policy must be shown and must be on or before the Effective Date of the Agreement.

b. The insurance must be maintained and evidence of insurance must be provided for a continuous period of at least five years following expiration of the Term or termination of the Agreement, whichever occurs first.

c. If the coverage is canceled or not renewed and is not replaced with another Updated: 5/25 Page 7
claims-made policy for m with a retroactive date that is on or before the Effective Date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years following expiration of the Term or termination of the Agreement, whichever occurs first. The City has the right to procure, at Consultant’s cost, any extended reporting provisions of the policy if the Consultant cancels or fails to renew the coverage.

d. A copy of the claim reporting requirements must be submitted to the City before Consultant may begin performing Services under this Agreement.

B. Required Endorsements. The insurance provided by Consultant must include the following endorsements as specified below. The endorsements must be executed by a person authorized to bind the issuing insurer. The endorsements are to be provided on forms provided, specified, or approved by the City. As an alternative to the City’s forms, the Consultant’s insurer(s) may provide complete copies of all required insurance policies, including endorsements.

1. Additional Insured Endorsements : The General Liability and Automobile Liability policies are to contain, or be endorsed to contain, the following provisions:

a. The City, its office rs, officials, employees, and volunteers (“Additional Insureds”) will be covered as additional insureds with respect to all covered liability. This must be provided in the form of an additional insured endorsement to the Consultant’s insurance policy, using form CG 20 10 11 85, forms CG 20 10 10 01 and GC 20 37 10 01, or equivalent approved by the City. For design professionals f orm CG 20 07 may be used.

Alternatively, the additional insured endorsement may be provided as a separate owner’s policy that complies with all of the requirements set forth in this Section 15.
b. The inclusion of more than one insured will not operate to impair the rights of one insured against another, and the policies will apply as though separate policies have been issued to each of the Additional Insureds. c. The insurance provided by the Consultant is primary and no insurance or self-insurance held or owned by any of the Additional Insureds may be called upon to contribute to a loss or defense.
d. Any failure by Consultant to co mply with the reporting requirements for a policy will not affect nor abridge the coverage provided for any Additional Insureds.
e. The coverage or endorsement will not contain any limitations on the scope of protection available to the Additional Insureds.

2. Notice: Each insurance policy required by this clause must provide or be endorsed to state that coverage will not be reduced, canceled, or allowed to expire without at least thirty ( 30) days advance written notice to the City, unless due to non-payment of premiums, in which case ten (10) days advance written notice is required.

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3. Waiver of Subrogation: Each required policy must include an endorsement providing that the insurer will waive any right of subrogation i t may have against the City. Consultant hereby agrees to waive subrogation which any insurer of Consultant may acquire from Consultant by virtue of the payment of any loss.

C. Deductibles and Self -Insured Retentions . Any deductibles or self -insured retentions for the required insurance policies are subject to prior approval by the City Manager .

Before beginning performance of the Services, Consultant must disclose the amounts of the deductibles and self-insured retentions that apply to the required policies. If the City Manager determines that the deductible or self -insured retention for any required policy is unacceptably high, at the option of City, (1) the insurer must reduce or eliminate the deductible or self-insured retention with respect to the Additional Insureds, or (2) the Consultant must provide a bond or financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. During the Term of this Agreement, Consultant may not increase any deductibles or self -insured retentions with respect to the Additional Insureds, without the prior written consent of the City Manager. The City Manager may condition such consent upon the Consultant procur ing a bond or f inancial guarantee that is satisfactory in form to the City, guaranteeing payment of losses and related investigations, claim administration, and defense expenses.

D. Subconsultants or S ubcontractors. Consultant must ensure that each subconsultant or subcontractor is required to maintain the same insurance coverage required for Consultant under this Section (15), with respect to its performance of Services, including the required endorsements. Consultant must confirm that each subconsultant or subcontractor has complied with these insurance requirements before the subconsultant or subcontractor is permitted to begin Services under this Agreement. Upon request by the City, Consultant must provide certificates and endorsements submitted by each subconsultant or subcontractor to prove compliance with this requirement. The insurance requirements for subconsultants or subcontractors do not replace or limit the Consultant insurance obligations.

(16) Indemnification. The terms and conditions set forth in subsection 16(A) , below, are applicable to this Agreement if the Services to be provided by Consultant are not “design professional” services as used and defined in Civil Code section 2782.8 (architect, landscape architect, engineering, or land surveyor services). The terms and conditions set forth in subsection 16(B), below, are applicable to this Agreement if the Services to be provided by Consultant are “design professional” services as us ed and defined in Civil Code section 2782.8 (architect, landscape architect, engineering, or land surveyor services).

A. Indemnification by Non-Design Professionals. Consultant shall, to the full est extent permitted by law, indemnify, defend (with counsel acceptable to the C ity) and hold harmless City, and its employees, officials, volunteers and agents (" Indemnified Parties") from and against any and all losses, claims, damages, costs and liability of every nature arising out of or resulting from the performance of this Agreement by C onsultant, its officers, employees, agents, volunteers, subcontractors or sub-consultants, excepting only liability arising from the sole negligence, active negligence or willful misconduct of C ity. Liabilities subject to the duties to defend and indemnify include, without limitation, all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, includi ng but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution.

1. The duty to defend is a separate and distinct obligation from the Consultant’s duty to indemnify. The Consultant shall be obligated to defend, in all legal, equitable, administrative, Updated: 5/25 Page 9
or special proceedings, with counsel approved by the City, the City and its directors, officers, and employees, immediately upon tender to the Consultant of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination of comparative active negligence or willful misconduct by an Indemnified Party does not relieve the Consultant from its separate and distinct obligation to defend City . The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent defense counsel if the Consultant asserts that liability is caused in whole or in part by the negligence or willful misconduct of an Indemnified Party. If it is finally adjudicated that liability was caused by the sole active negligence or sole willful misconduct of an Indemnified P arty, Consultant may submit a claim to the City for reimbursement of reasonable attorneys’ fees and defense costs.

2. In the event that Consultant or any employee, agent, subconsultant or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the Calif ornia Public Employees Retirement System ( “PERS”) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, subconsultants or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

3. The review, acceptance or approval of the Consultant’s Services or work product by any Indemnified Party shall not affect, relieve or reduce the Consultant’s indemnification or defense obligations. The provisions of this Section are not limited by and do not affect the provisions of this Agreement relating to insurance.

4. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply.

5. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration, and that these provisions survive the termination of this Agreement.

B. Indemnification by Design Professionals. Consistent with California Civil Code section 2782.8 (“section 2782.8”), when the S ervices to be provided under this Agreement are to be performed by a “design professional, ” as that term is defined under section 2782.8, Consultant shall, to the fullest extent permitted by law, indemnify, defend and hold harmless City, and its employees, officials, volunteers and agents (“Indemnified Parties”) from and against any and all losses, claims, damages, costs and liability of every nature , including reasonable attorneys’ fees and costs, to the extent caused in whole or in part by any negligence, recklessness, or willful misconduct of Consultant, its officers, employees, agents, subconsultants or subcontractors in performance of the Services under this Agreement, but excluding the sole or active negligence or willful misconduct of one or more of the Indemnified Parties. Defense costs shall not exceed Consultant’s proportionate percentage of fault, except as set forth in section 2782.8.

1. In the event that Consultant or any employee, agent, subconsultant or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System ( “PERS”) to be eligible for Updated: 5/25 Page 10
enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, subconsultants or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

2. The review, acceptance or approval of the Consultant’s Services or work product by any Indemnified Party shall not affect, relieve or reduce the Consultant’s indemnification or defense obligations. The provisions of this Section are not limited by and do not affect the provisions of this Agreement relating to insurance.

3. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply.

4. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration, and that these provisions survive the termination of this Agreement.

(17) Licenses. If a license of any kind, which term is intended to include evidence of registration, is required of Consultant, its employees, agents, or subcontractors by federal or state law, Consultant warrants that such license has been obtained, is valid and in good standing, and Consultant shall keep it in effect at all times during the Term of this Agreement, and that any applicable bond has been posted in accordance with all applicable laws and regulations.

Consultant, its subconsultants, and subcontractors, will obtain and maintain a City of San Pablo Business License at all times during the Term of this Agreement.

(18) Employment Practices.

A. Employment of Local Residents. Pursuant to the San Pablo Economic Opportunity Policy, the Consultant and any subcontractors shall contact the San Pablo Economic Development Corporation (“EDC”) at [email protected] or 510-215-3200, at least ten business days prior to hiring or staffing for fulfillment of the Agreement, describing number, duties and qualifications needed for available positions, and shall fairly consider for employment any workers referred by the EDC within three business days. “Local Resident” means an individual having an adjusted household income of less than the Area Median Income for Contra Costa County, and domiciled in the City of San Pablo as of the relevant hiring date, with “domiciled” as defined by Section 349(b) of the California Election Code. Discrimination against Local Residents on the basis of their local status is prohibited.

B. Compliance With Law . Consultant represents that it is an Equal Opportunity Employer and shall comply with applicable regulations governing equal opportunity employment. Consultant shall not discriminate in the em ployment of any person because of race, color, national origin, ancestry, physical or mental disability, medical condition, marital status, sex, age, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment and Housing Act. Consultant shall comply with all applicable provisions of the Americans with Disabilities Act of 1990 (“ADA”) in performing its obligations under this Agreement. Failure to comply with the provisions of the ADA shall be a material breach of, and grounds for the Updated: 5/25 Page 11
immediate termination of, this Agreement . In performing Services and providing services under this Agreement, Consultant shall, at its sole cost and expense, comply with all applicable laws of the United States and the State of California; the Ordinances of the City of San Pablo; and the rules, regulations, orders , and directions of their respective administrative agencies and the officers thereof.

(19) Local Subcontracting – Outreach. Consultant shall contact the EDC at [email protected] or 510- 215-3200) at least two weeks prior to any subcontract award, providing notice and details regarding subcontracting opportunity. The EDC shall notify qualified local businesses of subcontracting opportunities, and provide technical assistance to qualified local businesses during the subcontracting bidding process.

(20) Termination.

A. Termination for Convenience. City may terminate this Agreement at its sole discretion at any time prior to expiration of the Term or completion by the Consultant of the Services required hereunder. Notice of termination of this Agreement shall be given in writing to the Consultant, and shall be sufficient and complete when same is deposited in the United States Mail, postage prepaid and certified, address as set forth below in Section ( 37), “Notices.” The Agreement shall be terminated upon the date set forth in the City’s Notice of Termination. If the City terminates this Agreement, the Consultant shall be compensated for all Services satisfactorily performed prior to the time of receipt of cancellation notice, and shall be compensated for materials ordered by the Consultant or its employees, or services of others ordered by the Consultant or its employees, prior to receipt of notice of cancellation whether or not such materials or final instruments of service of others have actually been delivered, provided that the Consultant or its employees are not able t o cancel such orders for materials or services of others.

Compensation for the Consultant in the event of cancellation shall be determined by City in accordance with the percentage of Services completed and agreed to by the Consultant. In the event of cancellation, all notes, sketches, computations, drawings, and specifications or other data, whether complete or not, remain the property of the City . The City may make copies or extract information from any such notes, sketches, computations, drawings, and specifications, or other data whether complete or not.

B. Termination for Cause. City may terminate this Agreement for cause by providing Consultant with one day’s written notice of such termination if Consultant violates any of the terms and conditions of this A greement. In City’s discretion and at City’s option, such termination for cause may alternatively be accomplished, where Consultant fails to perform any of the obligations required of Consultant within the time and in the manner provided for under the terms of this Agreement, within seven days after receipt of the notice of such default. Upon City's termination of this Agreement for cause, City reserves the right to complete the Services by whatever means City deems expedient and the expense of completing such Services , as well as any and all damages to the extent caused by the negligent acts, intentional acts or errors or omissions of the Consultant, shall be charged to the Consultant.

C. Immediate Termination. City may terminate this Agreement immediately in any case where the Consultant engages in fraudulent or criminal activities while performing the Services, or is otherwise determined to lack the necessary skills to accomplish the desired objectives.

(21) Ownership of Materials. Any and all documents, including draft documents where completed documents are unavailable, or materials prepared or caused to be prepared by Updated: 5/25 Page 12
Consultant pursuant to this Agreement shall be the property of the City at the moment of their completed preparation. All materials and records of a preliminary nature such as survey notes, sketches, preliminary plans, computations and other data, prepared or obtained in the performance of this Agreement, shall be made available, upon request, to City at no additi onal charge and without restriction or limitation on their use consistent with the intent of the original design.

(22) Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City's City Manager and approved as to form by the City Attorney. Such document shall expressly state that it is intended by the P arties to amend the terms and conditions of this Agreement.

(23) Abandonment by Consultant. In the event the Consultant ceases performing Services under this A greement or otherwise abandons the Agreement prior to completing all of the Services, Consultant shall, without delay, delive r to City all materials and records prepared or obtained in the performance of this Agreement, and shall be paid for the reasonable value of the Services performed up to the time of cessation or abandonment, less a deduction for any damages or additional expenses which City incurs as a result of such cessation or abandonment.

Consultant agrees to be financially responsible and to compensate City for any costs incurred by City in retaining the services of another to replace Consultant, but only to the extent that the costs of retaining the replacement exceed what remaining amounts would have been paid to Consultant under the Agreement had Consultant completed the Services.

(24) Waiver. The waiver by either Party of a breach by the other of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision of this Agreement.

(25) No Third- Party Rights . The Parties do not i ntend to create rights in, or to grant remedies to, any third party as a beneficiary of this Agreement or of any duty, covenant, obligation, or undertaking established herein.

(26) Severability. Should any part of this A greement be declared by a final decision by a court or tribunal of competent jurisdiction to be unconstitutional, invalid, or beyond the authority of either Party to enter into or carry out, such decision shall not affect the validity of the remainder of this Agreement, which shall continue in full force and effect, provided that the remainder of this Agreement, absent the unexcised portion, can be reasonably interpreted to give effect to the intentions of the Parties.

(27) Compliance with Laws. In the performance of this Agreement, Consultant shall abide by and conform to any and all applicable laws of the United States, the State of California, and City ordinances. Consultant warrants that all Services done under this A greement will be in compliance with all applicable safety rules, laws, statutes and practices, including but not limited to Cal/OSHA regulations.

(28) Controlling Law and Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of Cali fornia, and venue for any legal action arising from or relating to this Agreement will be in the Superior Court of Contra Costa County, and no other place. Consultant hereby waives the removal provisions of Code of Civil Procedure section 394.

(29) Breach. In the event that Consultant fails to perform any of the S ervices described in this Agreement or otherwise breaches the A greement, City shall have the right to pursue all Updated: 5/25 Page 13
remedies provided by law and equity. Neither payment by the City nor performance by Consultant shall be construed as a waiver of either P arty's rights or remedies against the other. Failure to require full and timely performance of any provision, at any time, shall not waive or reduce the right to insist upon complete and timely performance of such provision thereafter. In the event of any suit, action or proceeding brought by either Party for breach of any term hereof or to enforce any provision hereof, the prevailing party shall be entitled to recover its reasonable attorney’s fees.

(30) Inspection by Other Agencies. Authorized representatives of the Federal Government, the California Department of Transportation, or other government agencies which provide grant funding (if any) for this Agreement and the City have the right to inspect Consultant’s performance of the Services, files, and work product.

(31) Conflict of Interest. Consultant warrants and covenants that Consultant presently has no interest in, nor shall any interest be acquired in, any matter which will render the services required under the provisions of this Agreement a violation of any applicable state, local, or federal law. In the event that any conflict of interest should nevertheless arise, Consultant shall promptly notify City of the existence of such conflict of interest so that the City may determine whether to terminate this Agreement. Consultant further warrants its compliance with the Political Reform Act (Gov. Code section 81000 et seq.) respecting this A greement. Where City Manager determines, based on facts provided by C ity staff, that Consultant meets the criteria of section 18701 of the FPPC regu lations, the individual providing services under this Agreement shall be considered a “designated employee” under the City’s conflict of interest code, and shall be required to complete FPPC Form 700 regarding his or her economic interests in a timely manner.

(32) Copyright. Upon City's request, Consultant shall execute appropriate documents to assign to the City the copyright to work created pursuant to this A greement. The issuance of a patent or copyright to Consultant or any other person shall not affect City's rights to the materials and records prepared or obtained in the performance of this Agreement. City reserves a license to use such materials and records without restriction or limitation consistent with the intent of the original design, and City shall not be required to pay any additional fee or royalty for such materials or records. The license reserved by City shall continue for a period of fifty years from the Effective Date unless extended by operation of law or otherwise.

(33) Whole Agreement . This Agreement constitutes the entire understanding and agreement of the parties. This A greement integrates all of the terms and conditions mentioned herein or incidental hereto and supersedes all negotiations or previous agreements between the Parties with respect to all or any part of the subject matter hereof.

(34) Authority of Parties. Each of the signatories to this Agreement warrants that he or she has the authority to enter into and execute this Agreement and to bind the entity or entities on whose behalf they sign.

(35) Counterparts. This Agreement may be executed in duplicate counterparts.

(36) Multiple Copies of Agreement . Multiple copies of this A greement may be executed but the parties agree that the Agreement on file in the office of the City Clerk is the version of the Agreement that shall take precedence should any differences exist among counterparts of the document.

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(37) Notices. Notice s required by this Agreement shall be personally delivered or mailed, postage prepaid, as follows:

To Consultant: Tripepi, Smith & Associates, Inc.

Attn: Ryder Todd Smith
PO Box 52152
Irvine, CA 92619

To the City: City Manager, City of San Pablo
San Pablo City Hall
1000 Gateway Avenue
San Pablo, CA 94806

Each Party shall provide the other Party with telephone and written notice of any change in address as soon as practicable. Notices given by personal delivery shall be effective immediately.

Notices given by mail shall be deemed to have been delivered forty-eight hours after having been deposited in the United States mail.

(38) Federal Funding Requirements (if applicable). If this Agreement is subject to federal funding, in whole or in part, it must comply with the uniform federal award procurement requirements set forth in 2 CFR §§ 200.318 – 200.327, as may be amended from time to time, and contain the applicable provisions described in Appendix II to Part 200 – Contract Provisions for non-Federal Entity Contracts Under Federal Awards, which are attached to this Agreement as Exhibit C. In the event of a conflict or inconsistency between Exhibit C, Exhibit D, if applicable, and this Agreement, Exhibit C will control.

___ This Agreement is subject to federal funding. See Exhibit C. _X_ This Agreement is not subject to federal funding.

(39) Caltrans Funding Requirements (if applicable). If this Agreement is for architectural and/or engineering services subject to reimbursement or funding, in whole or in part, by Caltrans and administered under the Local Assistance Procedures Manual (“LAPM”), it must include the provisions set forth in Exhibit D, Mandatory Fiscal and Federal Provisions for Architectural and Engineering Consultant Contracts Subject to Caltrans Funding. In the event of any conflict or inconsistency between Exhibit D and this Agreement, Exhibit D will control.

__ This Agreement is subject to funding by Caltrans. See Exhibit D.

X_ This Agreement is not subject to funding by Caltrans.

(This space intentionally left blank. Signatures on following page.)

Updated: 5/25 Page 15

IN WITNESS WHEREOF, Consultant has executed this A greement, and the City, by its City Manager, who is authorized to do so, has executed this Agreement.

APPROVED AS TO FORM: CITY OF SAN PABLO
A Municipal Corporation

By _______________________________ By ___________________________________ Brian P. Hickey, City Attorney Matt Rodriguez, City Manager

Date signed: _______________________ Date signed:___________________________

TRIPEPI, SMITH & ASSOCIATES, INC.

By ___________________________________
Ryder Todd Smith, President

Date signed:___________________________

ATTEST:

By _______________________________ Date signed:___________________________ Dorothy Gantt, City Clerk

Attachments: Exhibit A: Consultant's Proposal dated January 26, 2026

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Exhibit A
Consultant's Proposal dated January 26, 2026

BALLOT MEAURE OUTREACH SUPPORT SERVICES City of San Pablo January 26, 2026 By: Ryder Todd Smith Co-founder & Principal Tripepi Smith & Associates Single Source Communications
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Table of Contents COVER LETTER ................................................................................ 3 REFRESHER ON TRIPEPI SMITH .................................................... 4 PROJECT UNDERSTANDING .......................................................... 8 CLIENT WORK & REFERENCES ................................................... 15 COST PROPOSAL .......................................................................... 21 TEAM TRIPEPI SMITH .................................................................... 26

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COVER LETTER Thank you for the opportunity to expand our partnership with the City of San Pablo to provide Education and Outreach Services in connection with a potential sales tax measure on the November 2026 ballot. 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, including the City of San Pablo, have chosen us to support their communications needs. As we currently support the City’s communications, this allows us to jump in with speed, precision and drive. Our education and outreach experience spans numerous successful campaigns and initiatives, where we have consistently achieved tangible, impactful results related to a vast spread of policy challenges. Here are a few recent examples o Indian Wells FAMD - May 2025 - Parcel tax to fund district infrastructure o Brawley - Nov. 2024 - Measure J: 1% sales tax o La Palma – Nov. 2024 - Measure W: Term limit extensions o Los Alamitos – Nov. 2024 - Measure X: Term limit extensions and purchasing reforms. o Atascadero – Nov. 2024: Measure L-24: 0.5% sales tax extensions o South Pasadena – Nov. 2024 - Measure SP: Modify height restriction limit in zoning code o Visalia – Nov. 2024 - Measure O: Cannabis tax o Paramount – Nov. 2024 - Measure J: 1% sales tax o Livingston – Nov. 2024 - Measure L: Dedicated 1% sales tax for public safety o Paramount – Nov. 2024 - Measure LR: Revised business license tax o Palmdale – Nov. 2024 - Measure PD: 0.75% optional increase in sale tax for local services o Yorba Linda – Nov. 2024 - Measure J: Land zoning changes authorization In a time when community engagement and fiscal responsibility are of utmost importance, Tripepi Smith is prepared to bring fresh, effective strategies to the table. We are confident that our dedication and proven track record make us the right partner for San Pablo as you explore revenue options on two potential tax measures. Thank you for considering us for this crucial endeavor. Authorization I affirm that I have the legal authorization to bind Tripepi Smith into agreements with the City of San Pablo and to make the statements below on behalf of the firm. This proposal is valid for 60 days from the date of submission. Best Regards, Ryder Todd Smith Co-Founder & President, Tripepi Smith & Associates, Inc. [email protected] • (626) 536-2173 • PO Box 52152, Irvine, CA 92619

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REFRESHER ON TRIPEPI SMITH A Public Affairs Firm that Understands Local Government Tripepi Smith excels in public affairs and marketing. Founded in 2000 and incorporated as a California corporation in 2002, 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 allow 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 75 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.

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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. 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, New Mexico, Tennessee, Texas, Utah, Washington, with a majority based in California. Contact Information Email: [email protected] Phone: (626) 536-2173 Mail: PO Box 52152, Irvine, CA 92619

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Our Services Tripepi Smith operates at the intersection of marketing, technology and public affairs. We excel in each of these areas, but the true power lies in our ability to seamlessly integrate them. This holistic approach allows us to craft impactful solutions for our clients.

Strategy, Marketing, Communications Creative Services
Strategic Development, Research, Surveys, Messaging Social Media Management Web and Social Media Strategy, Optimization (SEO), Metrics Web Hosting and Support Email Campaigns Relations (Media, Stakeholders, Public, Government) Support and Training for Events, Presentations and Virtual Gatherings Digital, Print, Radio, Out-of-Home Advertising Staff Training (Media, Social Media, Photo, Brand Implementation) Association Management Services Full-Service Graphic Design for Digital, Print and Outdoor Brand and Logo Development Content Creation (Writing, Editorial, Thought Leadership) Output Services (Digital Distribution, Print Management, Mail Management) Illustration and Information Graphics Photography Videography, Broadcasting, Podcasting, Drone Event Production, Technical and AV Support Animation and Motion Graphics Web Design and Implementation Single Source Communications
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Partial Client Roster We have a network of 250+ satisfied clients in the local government space. We are happy to connect you with contacts at our client agencies who can share their experience working with Tripepi Smith.

California City Management Foundation City of Aliso Viejo City of American Canyon City of Atascadero City of Azusa City of Baldwin Park City of Bellflower City of Benicia City of Burlingame City of Claremont City of Coronado City of Cotati (City of) Culver City City of Cupertino (City of) Daly City City of Danville City of Duarte City of El Cerrito City of Encinitas City of Fountain Valley City of Foster City City of Fullerton City of Gilroy City of Grover Beach City of Hawaiian Gardens City of Hayward City of Healdsburg City of Hercules City of Huntington Beach City of Indian Wells City of Industry City of Irvine City of La Cañada Flintridge City of La Palma City of La Puente City of La Verne City of Laguna Hills City of Laguna Niguel City of Lake Forest City of Lakeport City of Lancaster City of Livermore City of Lomita City of Lynwood City of Malibu City of Manhattan Beach City of Manteca City of Martinez City of Menifee City of Millbrae City of Morgan Hill City of Murrieta City of Napa City of Norwalk City of Orange City of Orinda City of Pacifica City of Palm Desert City of Palmdale City of Paramount City of Pico Rivera City of Pismo Beach City of Placentia City of Pomona City of Rancho Mirage City of Rancho Palos Verdes City of Riverbank City of Rohnert Park City of Rolling Hills Estates City of San Clemente City of San Leandro City of Santa Ana City of Santa Clarita City of Santa Paula City of Saratoga City of Stanton City of South Gate City of South Pasadena City of Tracy City of Vallejo County of Santa Barbara Costa Mesa Sanitary District Del Paso Manor Water District West County Wastewater District Independent Cities Finance Authority Institute for Local Government League of California Cities Municipal Management Association of Northern California Municipal Management Association of Southern California Orange County City Manager Association San Gabriel Valley City Managers’ Association Claremont McKenna College Single Source Communications
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PROJECT UNDERSTANDING City of San Pablo’s Needs The City of San Pablo is pursuit of a sales tax measures in the upcoming November 2026 election. Thus, the City is looking for a partner to develop comprehensive educational campaigns to inform voters and effectively guide the City through the process of placing the tax measures on the November ballot. This may include holding public outreach meetings, crafting strategic messaging and developing educational materials. Project Approach Our first step at the beginning of the engagement will be a kickoff meeting between Tripepi Smith, FM3 and the City’s project team to accomplish several goals: 1. Carry out a detailed discussion of objectives for the project 2. Review relevant background information and context 3. Review the County's deadlines and what assistance we can provide on election-related efforts, such as advising on ballot measure language and ballot title 4. Review our project timelines and content collaboration process 5. Relay what access we will need to San Pablo’s communication assets, such as the website and social media sites Tripepi Smith’s typical approach to crafting language for ballot measure education and outreach is to “measure twice, cut once”: we work with key stakeholders (especially legal counsel) to produce approved written language upfront. Any external-facing content, whatever the medium, will only use that language. This allows us to streamline the design of various deliverables so the only new information for stakeholders to review is the look and feel, versus also having to re-evaluate the written text. This gives us the most flexibility to speed up the education and outreach process as necessary, ensuring voters have all the facts they need well before an election. We typically divide our work into two phases, pre-placement and post-placement. Pre-Placement (Phase One) Prior to Council adopting a resolution to place a measure on the November 2026 ballot, San Pablo has more freedom to speak explicitly about the realities of likely outcomes should a new revenue measure fail. We will work closely with your finance team to lay out financial projections and estimate impacts to services and programs based on past General Fund expenditures. During this phase, we will also identify potential groups interested in engaging with San Pablo’s messaging, such as San Pablo’s Chamber of Commerce, neighborhood associations, municipal employees' association, business community partners or grassroots resident groups. During Phase One, we will review survey research performed by the City’s survey partner. Our work with the survey research firm will provide insights about community priorities and the best platforms to reach when developing our outreach plan. All this work will be done in conjunction with the City’s legal Single Source Communications
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counsel to ensure we are not entering advocacy territory with the work we are performing. Fundamentally, our work is to bring attention, in plain language, to the fiscal challenges the City is facing and ensure the public understands the policy choices they are likely to soon face. Steps related to increasing public awareness on the City’s financial situation might include press releases and stories framing the budget adoption for 2025-26 and 2026-2027, budget summary documents, financial primers, public workshops, budget engagement work, highlight stories on clean audits and any budget awards, press releases on adoption of a ballot resolution seeking a ballot measure. Post-Placement (Phase Two) Following a decision from your City Council to place a measure on the June 2026 ballot, all communication from San Pablo must be purely neutral and informational. In legal terms, San Pablo may not "advocate" for a "yes" vote on the measure via its official communications. However, this does not mean San Pablo has to “scale back” education & outreach efforts. There may still be opportunities for efforts such as public meetings, informational mailers and digital placements on social media platforms. We have extensive experience with this phase and the key steps to take from the moment a ballot resolution is headed to a council vote to election night. This includes reviewing ballot title, ballot language, and all other related ballot and election activities in conjunction with the City Clerk and City legal counsel. Our recommended approach is outlined below. Recommended Sales Tax Measure Education and Outreach Services:
ü Strategizing an educational outreach plan ü Developing key messaging and talking points ü Creating and managing an informational webpage on the sales tax measure ü Provide strategy and advice on responding to social media comments and messages related to the sales tax measure ü Producing informational mailers (Community Services and Tax Matters) ü Creating post designs for publication on social media sites ü Drafting press releases on the sales tax measure ü Producing optional creative elements, such as an animated explainer video Single Source Communications
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Tripepi Smith’s Education and Outreach Services May Include, but Are Not Limited To:
– Ongoing Project Management & Strategy Discussions To coordinate our efforts with staff and sustain momentum on this project, Tripepi Smith will schedule a recurring, up to one-hour, bi-weekly call that will include a designated lead for our engagement. These calls will help drive strategy for the educational outreach plan, develop key messaging and talking points and plan content for various communications channels. Call content will focus on story plans, new issues or concerns that need to be communicated, identification of major themes or ideas to address in the coming weeks, review of recent media mentions and social media comments and sharing of communication opportunities uncovered from scanning online forums. 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 call and related action steps. We will produce work, such as social media posts and responses, in a shared workspace where you can see progress in real time and provide instant feedback. These tools allow for enhanced collaboration and expedite the production process. – Social Media Management Content Creation: Social media content creation involves: planning, developing copy, fact/grammar-checking, generating graphics and scheduling the post. Our team has experience producing content across Meta (Facebook and Instagram), Twitter/X, LinkedIn, Nextdoor and others. Monitoring: Tripepi Smith will monitor the City of San Pablo’s social media site comments and inboxes seven days a week for customer service opportunities, identifying and responding to questions and comments about the annexation/development project. When we identify an opportunity to respond, we will aim to do so within 24 hours of the comment post time or message receipt time. We will occasionally require fact-checking and guidance from the City for more nuanced responses. Additional: Our work also includes optimizing social media accounts to enhance performance and/or take advantage of useful features. "Boosted Posts" and other targeted advertisements are also helpful in disseminating information to community members. Tripepi Smith is fully capable of running and tracking these paid campaigns (fees to be agreed upon and paid by the City of San Pablo).

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– Media Intelligence Our media intelligence services blend our in-house expertise with the advanced software of Meltwater, an enterprise-class, comprehensive media monitoring solution that streamlines media monitoring, reporting, analytics and more for a number of benefits: • Powerful Monitoring: Tracks everything being said about your agency in the news and online forums • Stay Ahead of Crises: Identify and address potential issues before they snowball, protecting your reputation and minimizing disruption • Tailored to You: Ditch generic reports and metrics, instead receive insights tailored to your goals • Smarter Decisions: Make informed choices based on data, not guesswork • Top-Tier Tool, Affordable Price: Harness the same AI solution used by big businesses, without the big budget We understand that no two communities are the same. That's why we take a collaborative approach to tailor a solution that perfectly meets your needs. We'll work closely with you to identify relevant keywords for tracking media coverage specific to your agency. You'll then begin to receive regular reports on media mentions, sentiment analysis, location data and top sources. Additionally, we can leverage the tool to curate media lists to support your public relations goals. – Press Release & News Article Creation Our team is seasoned in crafting compelling press releases and news articles, typically up to 750 words, to amplify San Pablo’s story and establish thought leadership. We tailor our work to your desired tone and direction, ensuring consistent execution. Collaboration with your staff might be necessary to ensure subject matter expertise and obtain quote approvals. You can lean on us to manage the entire content creation cycle, from crafting key messages and conducting interviews to drafting content and distributing it to your platforms or the media. – Creative Expertise Our Creative Team of graphic artists, videographers and animators can transform the outreach language into captivating visuals to produce animated videos, financial primers, FAQ, informational flyers and more. – Informational Webpage Tripepi Smith can launch a dedicated informational webpage on the City of San Pablo’s website during the outreach and education phases to ensure that key messages and talking points about the development/annexation project are accessible on a dedicated webpage. Our team can make timely and ongoing content updates to ensure information remains relevant.

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– Group Forums Tripepi Smith can monitor online discussions and media coverage for opportunities to address questions/concerns or correct misinformation. This may include monitoring local forums like the San Pablo’s Chamber of Commerce, relevant Los Angeles County regional forums and local resident forums. – Facilitating Public Workshops Tripepi Smith can facilitate a comprehensive public engagement process to gather valuable feedback on your initiatives. This process can include in-person workshops, targeted focus groups, and/or virtual workshops. These meetings will ensure you receive a well-rounded perspective from key stakeholders and diverse community voices. We'll partner with your staff to manage all aspects of the engagement process, including: • Participant Recruitment: We will leverage staff recommendations, email lists and open calls to ensure a representative group advertising through social media, press releases and webpages, if available. • Coordination: We will identify suitable venues and dates for the meetings, develop agendas, create presentations and craft discussion questions. • Facilitation: Our experienced team can facilitate productive discussions; however, your legal counsel may recommend that City staff take the lead. In such cases, we can work with San Pablo staff to prepare them for the meetings and provide backend logistical support. • Analysis: We will analyze the feedback and provide a written report summarizing key insights. Expanding Reach with Livestreaming & Workshop Recordings Tripepi Smith can help expand engagement opportunities by livestreaming select workshops. This allows those unable to attend in person to participate virtually. We can also record the workshops for future reference. These recordings will be edited to include relevant slides and closed captions, ensuring accessibility for all viewers. Ensuring Inclusive Engagement: Interpretation Services Tripepi Smith can help secure interpretation services for the public engagement process. While we don’t provide spoken interpretation services directly, we partner with established subcontractors based on location and language needs. Often, agencies have preferred interpretation vendors. If you have one, we'd be happy to collaborate with them. If not, Tripepi Smith can source a qualified vendor and manage the billing process. The cost of interpretation services varies depending on the format (live vs. virtual vs. written translation) and the scope of the project. To streamline costs and ensure interpreter availability, most cities mimic public hearing standards by offering interpretation services for common languages if requested at least 72 hours in advance of an event. Tripepi Smith will incorporate clear language in all communication materials, informing participants about the availability of translation and interpretation services with proper notice. This strategy balances cost-effectiveness while promoting inclusivity and participation from non-English speakers.

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Virtual Workshops Tripepi Smith can also facilitate or support logistics for virtual workshops to gather public feedback, extending the reach of your outreach efforts. Virtual meetings eliminate geographic barriers, allowing anyone with internet access to participate. Additionally, these sessions can be easily recorded and posted to your website for future reference. This makes them a valuable tool to supplement in-person events, increasing potential for greater community engagement. Ensuring Inclusive Engagement: Interpretation Services for Zoom Should San Pablo desire, Tripepi Smith can record virtual workshops in additional languages. Each language will require its own Zoom Room. We will staff each one to monitor the interpretation and save a recording

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Outreach Timelines Sales Tax: Pre-Placement (Phase One) Anticipated Duration: January to July 2026 Please Note: The Below Project Schedule and Timeline Assumes Legislative Adoption Timeline Service/ Deliverable Scope Ongoing Project Management Up to two-hour one-time Kickoff Call, Bi-weekly Client Check in calls that are up to 60 minutes long, agendized, with to-do item recap emails after each call. An overall communications plan will be devised based on the kickoff call discussion and summarized in writing. Includes strategy and advice on responding to City social media site comments and messages related to the sales tax measure Feb – March 2026 One-Time Content Production Produce/publish five (5) social media posts, build informational webpage (if desired), develop strategic messaging, draft one (1) press releases. Content produced in English and Spanish Feb 2026 Informational Mailer(s) One (1) 8.5”x11” double sided mailer. With Digital, ADA-compliant PDF version included. Available in English and Spanish language. Printing and mailing fees are not included. We will manage the print & mail production process with the City’s preferred vendor Sales Tax: Post-Placement (Phase Two) Anticipated Duration: March to June 2026 Timeline Service/ Deliverable Scope Ongoing Project Management Bi-weekly Client Check in calls that are up to 60 minutes long, agendized, with to-do item recap emails after. Includes strategy and advice on responding to City social media site comments and messages related to the sales tax measure July 2026 Dedicated Measure Webpage Create webpage on City website with all information about the measure and update page once the measure letter is assigned. Launch the page as soon as resolution is adopted. Secure a custom URL that redirects to the web page August 2026 Animated Video Up to 1-minute animated video with voiceover and captioning explaining budget challenges. Includes two drafts August - September 2026 Informational Mailer(s) One (1) 8.5”x11” double sided mailer. With Digital, ADA-compliant PDF version included. Available in English and Spanish language. Printing and mailing fees are not included. We will manage the print & mail production process with the City’s preferred vendor Single Source Communications
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CLIENT WORK & REFERENCES City of Brawley In 2024, the City of Brawley engaged Tripepi Smith to help inform residents about Measure J, a 1% transactions and use tax they would vote on in the November 2024 election. Team Tripepi Smith produced mailers, social media posts, utility bill inserts, a dedicated webpage, and an animated video explaining how the tax would work and answering common questions, such as “Why is the City pursuing this tax?”, “What would Measure J funds be used for?”, and “How will the City ensure oversight of Measure J revenues and expenditures?” Tripepi Smith worked closely with the City to educate voters on Brawley’s budget challenges and the need to maintain essential services. Measure J was projected to raise approximately $3.8 million annually to support police and fire services, street and sewer maintenance, and community programs for youth and seniors. Outreach included bilingual social media content, virtual and in-person town halls, press releases, and utility bill inserts to maximize community understanding and engagement. Measure J passed with 64% YES vote, providing sustainable funding to maintain essential services and address the City’s ongoing fiscal challenges.

Measure J: 2024 Contact: Silvia Luna, Finance Director 442-271-5744 [email protected]

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City of Culver City In 2018, the City of Culver City tapped Tripepi Smith to help inform residents about Measure C, a quarter-cent sales tax they would vote on in the special election that November. Team Tripepi Smith produced mailers, posts for social media, webpage and animated videos detailing how the sales tax would work and addressing commonly asked questions, such as “Why is the City pursuing a sales tax?”, “What would Measure C funds be used for?”, “Will there be any independent oversight of Measure C revenues and expenditures?” and more. Tripepi Smith has helped the City inform voters about several tax measures over the years: Measure CW in 2016, Measure CC in 2020 and Measure RE in 2020, all of which have been approved by Culver City residents. In 2020, the City of Culver City tapped Tripepi Smith to educate residents on a ballot measure for the third time (the first being for Measure CW in 2016 and Measure C in 2018–both of which passed by more than 70 percent). This time, Tripepi Smith educated Culver City voters on Measure CC, a continuation of a half-cent sales tax that was due to sunset in 2023. Measure CC passed with 76.93% YES, making Measure CC the most-supported ballot measure in Los Angeles County in the March 3, 2020, election. Tripepi Smith developed a mailer and graphics that were optimized for the City’s social media, website, and cable channel, Culver City TV.

Measure C/CC: 2016, 2018 & 2020 Contact: Shelly Wolfberg, Assistant to the City Manager 310-253-6008 [email protected]

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City of Atascadero Beginning in May 2024, the City of Atascadero tapped Tripepi Smith to assist with outreach and communications for ballot measures L-24 and M-24, as well as manage communications for the El Camino Real Downtown Infrastructure Project. For Measures L-24 (Sales Tax) and M-24 (Treasurer Position), Tripepi Smith developed FAQs, talking points, website content, press releases and an animated video to educate voters about the measures. Measure L-24 proposed removing the sunset clause from an existing half-cent sales tax that supports the City’s general fund, with a focus on street improvements. With the goal of securing a more stable, long-term funding stream, the City pursued the ballot measure to eliminate the expiration date. Tripepi Smith provide general advice on messaging, wrote content and advocated for key steps of outreach throughout the post-adoption ballot period. The measure (L-24) was adopted by voters (70% Yes) on the November 2024 ballot, and the sunset provision was removed.

Measure L-24: 2023- 2024 Contact: Jim Lewis, City Manager (805) 461-5000 [email protected]

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Work Samples Clients that enlisted Tripepi Smith to produce videos in the 2024 election cycle included the cities of Palmdale, Brawley, Los Alamitos, Visalia, Livingston and Atascadero. View our ballot measure videos showcase here Social Media

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Financial Primer / Informational Mailer

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COST PROPOSAL We recommend the engagement be carried out on a Time and Materials (T&M) basis that offers maximum flexibility while providing dynamic methods to respond to Council priorities and staff concerns, allowing the City the flexibility to “ramp up” or “ramp down” efforts. Tripepi Smith is prepared to provide these services at the following approximate costs, which have been determined utilizing the reduced retainer hourly rates in the existing agreement between the City and Tripepi Smith. We only begin work with your written consent. Sales Tax Measure: Phase 1: Pre-Placement—Education and Outreach Service/Deliverable Scope Cost Project Management Up to two-hour kickoff call; Biweekly check-in calls up to 60 minutes. Includes strategy discussions, meeting agendas and recap emails. Coordination on ballot resolution memo. Review of survey results One-Time Content Production • Development of strategic messaging and distribution recommendations • Build informational webpage (includes Q&A) • Produce five (5) social media templates • Draft one (1) press releases/articles • All content produced in English and Spanish

Facilitated Community Meetings Tripepi Smith will design and help facilitate community meetings focused on financial discussion and designed to encourage solution-oriented discussions and ideas that engage the public. Meetings can be in both English and Spanish or just English with Spanish translation. Translation services to be billed separately to City if a third party is used.

Social Media Strategy Strategy and advice on responding to City social media site comments and messages related to the Sales tax Measure. Informational Mailer One (1) 8.5”x11” double sided mailer. With digital, ADA-compliant PDF version included. Available in English and Spanish. Printing and mailing fees are not included. We will manage the print and mail production process with the City’s preferred vendor

Phase One Subtotal Estimate $67,200
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Sales Tax Measure: Phase 2: Post-Placement—Education and Outreach Service/Deliverable Scope Cost Project Management Biweekly check-in calls up to 60 minutes. Includes strategy discussions, meeting agendas and recap emails Content Modification & Management Strategic messaging and edits across all generated content; Drafting three (3) social media posts Animated Video 1-minute animated video with voiceover and captioning explaining the ballot measure letter an what the ballot measure does. Includes two drafts Social Media Strategy Strategy and advice on responding to City social media site comments and messages related to the Sales tax Measure. Informational Mailer One (1) 8.5”x11” double sided mailer. With digital, ADA-compliant PDF version included. Available in English and Spanish. Printing and mailing fees are not included. We will manage the print and mail production process with the City’s preferred vendor Phase Two Subtotal $32,400 Grand Total Estimate Sales Tax Measure $99,600 Please note that fees such as advertising, mailing and printing are billed directly to the City by third parties and are not included in our estimates above.

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As-Needed Services Billing Tripepi Smith will apply the rates we are currently using with the City under our existing agreement. Note, those rates are subject to an annual increase on anniversary of existing contract which is March 4, 2026. All work must be authorized by the City. 2025-26 Hourly Rates Rates Principal $370.00 Director $255.00 Art/Creative Director $255.00 Senior Business Analyst $195.00 Business Analyst $140.00 Junior Business Analyst $115.00 Senior Videographer/Animator $195.00 Senior Photographer $170.00 Videographer/Photographer $130.00 Junior Videographer/Photographer $110.00 Senior Graphic Designer $185.00 Graphic Designer $130.00 Junior Graphic Designer $110.00 Web Developer $195.00 Junior Web Developer $110.00 Drone Operator $195.00 Council Chamber A/V Operator $110.00 Invoicing & Payment Terms At Tripepi Smith, we bill on either a Retainer, Fixed Fee or Time & Materials basis, with each billing type following its own payment schedule. Regardless, terms are Net 30 days. • Fixed Fee work is billed upon defined milestones. • Time & Materials work is billed in 15-minute increments (i.e. 4.0, 1.25, 6.5 or 0.75 hours) at the end of the month in which work is done. • Retainer work is billed on the 15th of each month.

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Other Cost Information Tripepi Smith has related service fees that may come up during our engagement that we want to tell you about. Annual Increase Tripepi Smith will increase the hourly rates and retainer fees for all resources by 5% or the national CPI index–whichever is higher–each year on the anniversary of any existing contract with the City, starting on the first anniversary of any contract when the contract duration is longer than one year. Otherwise, new rates will be negotiated with each new contract. The rates will increase March 4, 2026. Travel Costs Travel costs must be pre-authorized and then will be reimbursed by the client for any requested travel to complete a requested scope of work. Travel costs may include airfare, lodging, car rentals and gas. Additionally, when client work requires that we be onsite, we will invoice for a resource’s travel time at 50% of the resource’s hourly rate. Equipment Costs Tripepi Smith offers some services that require equipment, such as drone operations and video production. As such, in those cases, the following rates apply: Half Day (Under 4 Hours) Full Day (4+ Hours) Video $450 $650 Drone $550 – Flat Fee Please note that A/V equipment fees are based on the amount and type of equipment required, with pricing tailored to the specifics of each event. Music and Video Licensing Sometimes the client will want Tripepi Smith to apply music or use stock imagery/video while producing video. In these cases, we will need to apply licensing fees of approximately $100 per song and $200 if we use stock video imagery. This will provide a license for the use of the music and video footage to Tripepi Smith and its clients. Meltwater Fee Tripepi Smith offers a standard Meltwater package at a flat rate of $525 per month. This package includes a newsletter digest (of any frequency), up to five queries, and a monthly dashboard. Custom Meltwater solutions are also available upon request.

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Website Hosting Fees If website hosting services are required, Tripepi Smith will charge a $630 website hosting fee and a $30 Domain Registration and DNS service fee, unless otherwise specified in this proposal. Fees will be billed upon commencement of hosting services, and annually thereafter. Service Fees Tripepi Smith prefers that clients pay service providers directly to avoid unnecessary administrative costs. You should also know, however, that we have no economic interest in service providers, unless otherwise specified in this proposal. If a client asks Tripepi Smith to pay for a service provider bill, we will apply a 10% agency fee to the reimbursement expense. Typical service fees include, but are not limited to: print, mailing, digital advertising, media placements, voiceovers, translations and closed captions. Partner Access Tripepi Smith has access to entities that may be relevant to our engagement. These partnerships allow Tripepi Smith to offer clients extra media reach or additional services at partner pricing.

Local Information Network of Knowledge (LINK): www.LocalInfoNetwork.com – A community forum for local government professionals in California to discover and share resources, policies, sample work products, best practices and more.

PublicCEO: www.PublicCEO.com – Digital news about public affairs, reaching over 17,500 California government executives through a daily podcast, job board, video podcast and more.

Civic Business Journal: www.CivicBusinessJournal.com – Digital interest stories on the people, companies and solutions that make local government in California more effective.

FlashVote: www.FlashVote.com – Statistically valid surveying that helps leaders make decisions. • Disclaimer: Tripepi Smith President Ryder Todd Smith is an investor in FlashVote.

Tripepi Smith Talent Solutions: www.TSTalentSolutions.com – A multifaceted recruitment consultancy service, combining local government access with communications to advance talent quests and build culture warriors. Meltwater: www.TripepiSmith.com/Media-Intelligence – An enterprise-class, comprehensive media monitoring solution that is best combined with Tripepi Smith’s analytics team.

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TEAM TRIPEPI SMITH Organization Chart

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