Vernon City Council
October 6, 2026

_______________________
lithium-ion batteries on site, and approximately 85 million pounds of decaying food products contribute to an incident beyond the mitigation capabilities of traditional firefighting equipment and methods available to the City of Los Angeles and Los Angeles County.

H. Local agencies, including the City of Vernon, have responded to this emergency to mitigate the incident and assess the damage and ongoing impacts to human health, air quality, water quality, wildlife, business, and transportation, thereby demonstrating the need for combined forces and resources beyond the individual agencies.

I. Response efforts to the fire and post-fire hazards are ongoing and likely to continue for a significant time, the fire continues to generate a substantial smoke plume that covers large areas of the region, and the incident is impacting City of Vernon residents, businesses, and City operations due to smoke and particle pollution advisories.

J. On June 20, 2026, a State of Emergency was proclaimed by Governor Gavin Newsom, the Chair of the County of Los Angeles Board of Supervisors, and Mayor Karen Bass on behalf of the City of Los Angeles.

K. Effective June 20, 2026, Mayor Melissa Ybarra, acting in her capacity as Chief Executive Officer of the Disaster Council, issued a Proclamation declaring the existence of a local state of emergency in the City of Vernon due to the Palos Warehouse Fire, and on June 22, 2026 signed Emergency Proclamation No. 2026-001, attached hereto as Exhibit A.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS:

SECTION 2. The City Council of the City of Vernon hereby finds and determines that the above recitals are true and correct.

SECTION 3. The City Council of the City of Vernon has reviewed the Proclamation and hereby ratifies Emergency Proclamation No. 2026-001, a copy of which is attached hereto as Exhibit A.

SECTION 4. In accordance with Vernon Municipal Code Chapter 2.36 and applicable law, the City Council declares that due to an imminent threat to health and safety as a result of the Palos Warehouse Fire that a local emergency exists within the City of Vernon’s territorial limits.

SECTION 5. The City Administrator, as the Director of Emergency Services, is empowered to carry out all emergency powers conferred upon him as the Director of Emergency Services by local and state laws, and by all other lawful authority, as may be necessary to protect life and property.

Docusign Envelope ID: 393869F2-4A44-8044-8064-6D5E08D4CAE4 Item 7 Page 124 of 344
Resolution No. 2026-034

_______________________
SECTION 6. The City Clerk is directed to forward a copy of this Resolution to the County of Los Angeles and the California Director of the Office of Emergency Services with a request to find it acceptable in accordance with provisions of the Natural Disaster Assistance Act; and that the City’s Director of Emergency Services or his assistant is hereby declared as the City’s authorized representative for the purpose of receiving, processing and coordinating all inquiries and requirements needed to obtain valuable state and, if needed, federal assistance.

SECTION 7. The City Administrator or his designee is designated as the Local Hazard Mitigation Coordinator of the City of Vernon for the purpose of assessing the threat to the people in the City as a result of the Palos Warehouse Fire and consulting with Federal, State, County and other authorities as necessary to assess the threat and to take appropriate actions to address the threat including taking actions authorized by law including, but not limited to Vernon Municipal Code Section 2.36.070 which authorizes the Director to make and issue rules and regulations on matters reasonably related to the protection of life and property as affected by such emergency; provided, however such rules and regulations must be confirmed at the earliest practicable time by the Chief Executive Officer and the City Council.

SECTION 8. This local emergency will continue to exist until otherwise determined by City Council resolution.

SECTION 9. Severability. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications, and to this end, the provisions of this Resolution are declared to be severable.

SECTION 10. The City Clerk, or Deputy City Clerk, shall certify the passage and adoption of this resolution and enter it into the book of original resolutions.

APPROVED AND ADOPTED June 23, 2026.

MELISSA YBARRA, Mayor
ATTEST:

GENOVEVA ROCHA, City Clerk
APPROVED AS TO FORM:

ZAYNAH MOUSSA-MILWARD,
City Attorney
Docusign Envelope ID: 393869F2-4A44-8044-8064-6D5E08D4CAE4 Item 7 Page 125 of 344
Resolution No. 2026-034

_______________________

CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.

CITY OF VERNON )
I do hereby certify that the attached is a true copy of Resolution No. 2026-034 that was passed and adopted at the Special Meeting held on June 23, 2026, by the following vote:

AYES: Larios, Rodriguez, Rivera, Ybarra
NOES:

ABSENT: Merlo
ABSTAIN:
__________________________
GENOVEVA ROCHA, City Clerk
Docusign Envelope ID: 393869F2-4A44-8044-8064-6D5E08D4CAE4 Item 7 Page 126 of 344
EMERGENCY PROCLAMATION No. 2026-001

A PROCLAMATION OF THE MAYOR OF THE CITY OF VERNON, CALIFORNIA,

ACTING AS THE CHIEF EXECUTIVE OFFICER OF THE DISASTER COUNCIL,

DECLARING THE EXISTENCE OF A LOCAL EMERGENCY
WHEREAS, Chapter 2.36 of the Vernon Municipal Code (VMC) designates the Mayor as the Vernon Disaster Council Chair and Chief Executive Officer and VMC Section 2.36.050 empowers the Vernon Chief Executive Officer to proclaim the existence or threatened existence of a local emergency when the City of Vernon is affected or likely to be affected by a public calamity and the City Council is not in session; and WHEREAS, on June 17, 2026, a structural fire ignited in a large cold-storage warehouse facility in the Boyle Heights neighborhood of the City of Los Angeles (Palos Warehouse Fire), located within one mile of City of Vernon boundaries; and WHEREAS, the Palos Warehouse Fire involves a large commercial cold-storage facility that contains complex refrigeration systems, rooftop solar panel infrastructure, and other industrial equipment. During firefighting operations, emergency responders encountered complex conditions including hazardous materials such as ammonia, requiring a specialized and multijurisdictional response and air monitoring, as well as continued fire flare ups; and WHEREAS, the Palos Warehouse Fire has generated a substantial smoke plume necessitating shelter-in-place orders in the area, which have since been lifted, and continued smoke and particle pollution advisories throughout neighboring communities, including the City of Vernon; and
WHEREAS, the cold storage warehouse rooftop solar infrastructure, hazardous materials, lithium-ion batteries on site, and approximately 85 million pounds of decaying food products contribute to an incident beyond the mitigation capabilities of traditional firefighting equipment and methods available to the City of Los Angeles and Los Angeles County; and WHEREAS, local agencies, including the City of Vernon, have responded to this emergency to mitigate the incident and assess the damage and ongoing impacts to human health, air quality, water quality, wildlife, business, and transportation, thereby demonstrating the need for combined forces and resources beyond the individual agencies; and WHEREAS, response efforts to the fire and post-fire hazards are ongoing and likely to continue for a significant time, the fire continues to generate a substantial smoke plume that covers large areas of the region, and the incident may continue to impact the health and safety of City of Vernon residents, businesses, and City personnel and operations due to smoke and particle pollution; and
WHEREAS, in response to air quality concerns and potential duration of the fire, the City of Vernon activated its Emergency Operations Center (EOC) on June 17, 2026 at Level 3 and elevated its EOC activation to Level 2 on June 20, 2026; and WHEREAS, on June 20, 2026, a State of Emergency was proclaimed by Governor Gavin Newsom, the Chair of the County of Los Angeles Board of Supervisors, and Mayor Karen Bass on behalf of the City of Los Angeles; and
WHEREAS, the Chief Executive Officer of the City of Vernon does hereby find that conditions of extreme peril to the safety of persons and property have arisen within said City, caused by the current fire, including in California and Los Angeles County, and that these conditions are or are likely to be beyond the control of the existing services, personnel, equipment and facilities of the City of Vernon; and
Resolution No. 2026-034

___________________
Exhibit A
Docusign Envelope ID: 393869F2-4A44-8044-8064-6D5E08D4CAE4 Item 7 Page 127 of 344
Emergency Proclamation No. 2026-001 Page 2 of 2
WHEREAS, the conditions and circumstances described above warrant and necessitate that the City proclaim the existence of a local emergency within the meaning of Government Code Section 8558(c)(1) and VMC Section 2.36.010.

NOW, THEREFORE, IT IS HEREBY PROCLAIMED by the City of Vernon Chief Executive Officer that a local emergency now exists throughout the entire City of Vernon.

IT IS FURTHER PROCLAIMED AND ORDERED, that the Chief Executive Officer of the City of Vernon authorizes the City Administrator to furnish information and enter into any necessary agreements to obtain any emergency assistance to implement necessary intervention activities to prevent a threatened epidemic of disease in the community, and to take necessary measures to protect and preserve the public health and safety from said public health hazard.

IT IS FURTHER PROCLAIMED AND ORDERED, that the City Administrator is hereby authorized to make and issue policies and regulations on matters necessary to the protection of life and property within the City of Vernon and within scope of the local emergency hereby proclaimed.

IT IS FURTHER PROCLAIMED AND ORDERED, that during the existence of said local emergency, the powers, functions, and duties of the emergency organization of this City shall be those prescribed by state law, by ordinances, and resolutions of this City; and that this emergency proclamation shall expire seven (7) days after issuance unless confirmed and ratified by the governing body of the City of Vernon. In addition, the City Council shall review the need for continuing the local emergency at least once every 30 days until the local emergency is terminated by resolution.

IT IS FURTHER PROCLAIMED AND ORDERED, that a copy of this proclamation be forwarded to the Federal Emergency Management Agency, the LA County Office of Emergency Management, the State Office of Emergency Services requesting that the Director of the State Office of Emergency Services find it acceptable in accordance with State Law; that the Governor waive regulations that may hinder response and recovery efforts; that recovery assistance be made available under the California Disaster Assistance Act; and that the State expedite access to County, State and Federal resources and any other appropriate federal disaster relief programs.

EFFECTIVE DATE: June 20, 2026

MELISSA YBARRA,

CHIEF EXECUTIVE OFFICER OF THE DISASTER COUNCIL
Mayor, City of Vernon
Resolution No. 2026-034

___________________
Docusign Envelope ID: 393869F2-4A44-8044-8064-6D5E08D4CAE4 Item 7 Page 128 of 344

EXECUTIVE DEPARTMENT

STATE OF CALIFORNIA

PROCLAMATION OF A STATE OF EMERGENCY
WHEREAS on June 17, 2026, a structural fire ignited in a large cold storage warehouse in the Boyle Heights neighborhood in the City of Los Angeles in Los Angeles County (“Palos Warehouse Fire”); and
WHEREAS the Palos Warehouse Fire involved a large commercial coldstorage facility that contained refrigeration systems, rooftop solar-panel infrastructure, and other industrial equipment; and
WHEREAS during firefighting operations, emergency responders encountered complex conditions, including hazardous materials such as ammonia, requiring a specialized response and air monitoring, as well as continued fire flare ups; and
WHEREAS the Palos Warehouse Fire generated a substantial smoke plume necessitating a shelter-in-place order, which has since been lifted, and smoke and particle pollution advisories throughout neighboring communities; and WHEREAS the cold-storage warehouse rooftop solar infrastructure, hazardous materials, and lithium-ion batteries on site, and approximately 85 million pounds of decaying food products contribute to an incident at the warehouse beyond the mitigation capabilities of traditional firefighting equipment and methods available to the City of Los Angeles and Los Angeles County; and
WHEREAS under the provisions of Government Code section 8558(b), I find conditions of extreme peril to the safety of persons and property exist due to the Palos Warehouse Fire in Los Angeles County; and
WHEREAS under the provisions of Government Code section 8558(b), I find the conditions caused by the Palos Warehouse Fire, by reason of their magnitude, are or are likely to be beyond the control of the services, personnel, equipment, and facilities of any single local government and require the combined forces of a mutual aid region or regions to appropriately respond; and
WHEREAS under the provisions of Government Code section 8625(c), I find that local authority is inadequate to cope with the magnitude of the extreme peril posed by the Palos Warehouse Fire; and
WHEREAS under the provisions of Government Code section 8571, I find that strict compliance with various statutes and regulations specified in this Proclamation would prevent, hinder, or delay the mitigation of the effects of the Palos Warehouse Fire in the City of Los Angeles.

NOW, THEREFORE, I, GAVIN NEWSOM, Governor of the State of California, in accordance with the authority vested in me by the State Constitution and statutes, including the California Emergency Services Act, and in particular, Government Code section 8625, HEREBY PROCLAIM A STATE OF EMERGENCY to exist in Los Angeles County due to the Palos Warehouse Fire.

Item 7 Page 129 of 344
IT IS HEREBY ORDERED THAT:

1. All agencies of the state government utilize and employ state personnel, equipment, and facilities for the performance of any and all activities consistent with the direction of the Office of Emergency Services and the State Emergency Plan. Also, all residents are to obey the direction of emergency officials with regard to this emergency in order to protect their safety.

2. The Office of Emergency Services shall provide assistance to the City of Los Angeles and Los Angeles County, if appropriate, under the authority of the California Disaster Assistance Act, Government Code section 8680 et seq., and California Code of Regulations, Title 19, section 2900 et seq.

3. As necessary to assist local governments and for the protection of public health and the environment, state agencies shall enter into contracts to arrange for the procurement of materials, goods, and services necessary to quickly assist with the response to and recovery from the impacts of this emergency. Applicable provisions of the Government Code and the Public Contract Code, including but not limited to travel, advertising, and competitive bidding requirements, are suspended to the extent necessary to address the effects of this emergency.

4. The restrictions set forth in Penal Code section 396, which are automatically triggered upon proclamation of a state of emergency, are suspended, and no such restrictions are imposed, with respect to the Palos Warehouse Fire in Los Angeles County.

I FURTHER DIRECT that as soon as hereafter possible, this Proclamation be filed in the Office of the Secretary of State and that widespread publicity and notice be given of this Proclamation.

Item 7 Page 130 of 344
This Proclamation is not intended to, and does not, create any rights or benefits, substantive or procedural, enforceable at law or in equity, against the State of California, its agencies, departments, entities, officers, employees, or any other person.

IN WITNESS WHEREOF I have
hereunto set my hand and caused
the Great Seal of the State of
California to be affixed this 20th day
of June 2026.
________________________________

GAVIN NEWSOM
Governor of California
ATTEST:
________________________________
SHIRLEY N. WEBER, Ph.D.

Secretary of State
Item 7 Page 131 of 344
City Council Agenda Report
Meeting Date: October 6, 2026
From: Brian Saeki, City Administrator
Department: City Administration
Submitted by: Sara Sandoval, Management Analyst
Subject
Change Order to Contract No. 20250193 with Intergraph Corp. (Octave, formerly Hexagon) for EAM Essentials Software
Recommendation
Approve and authorize the City Administrator to execute quote Q-00210304 with Intergraph Corp. (Octave), in substantially the same form as submitted, for EAM Essentials Software for a total amount not-to-exceed $38,659.20, for a one-year term.

Background
The City currently utilizes Intergraph Corp. EAM Essentials software as the work order management system supporting operations at the Malburg Generating Station (MGS). Extending support and maintenance services for EAM Essentials for an additional year (for three total years) will facilitate the continued use of this critical software platform. MGS will be allowed to maintain its existing work order management system without interruption or transition to a different platform, which would be cumbersome and costly for the City.

The City initially entered into Contract No. 20250193 with Hexagon for EAM Essentials software on November 30, 2024. The proposed action will effectuate a change order to Contract No. 20250193 to add a third year of software services for the 2026-2027 period. With the first- and second-year cumulative contract value at $67,992, the proposed third year cost of $38,659.20 will increase the grand total to $106,651.20, exceeding $100,000 and requiring City Council approval pursuant to Vernon Municipal Code (VMC) Section 3.32.030(A).

Pursuant to VMC Section 3.32.110(A)(2), the proposed change order is exempt from competitive bidding because the support and maintenance of the Hexagon-owned software products can only be obtained directly from Hexagon. Hexagon has represented that it is the copyright owner of the applicable software products and is the only vendor with unrestricted access and the ability to modify and provide support for the proprietary software.

The Intergraph Corp. Agreement and Quote have each been approved as to form by the City Attorney’s Office.

Strategic Plan Goals
Goal 6: Optimize Public Utility Operations to Ensure Affordable Services Fiscal Impact
The fiscal impact of the change order is not-to-exceed $38,659.20 for the third year of EAM Essentials software services. Sufficient funds are available in 055-050-586-529110 for Light & Power- MGS, Repairs & Maintenance- IT for the current fiscal year.

Item 8 Page 132 of 344
Attachments

1. Intergraph Corp. Agreement ALI-24-107214

2. Intergraph Corp. Quote Q-00210304
Item 8 Page 133 of 344
ALI-24-10-7214
Software as a Service Agreement (US Oct 2022) Page 1 of 22 INTERGRAPH CORPORATION, HEXAGON’S ASSET LIFECYCLE INTELLIGENCE DIVISION, HxGN EAM

SOFTWARE AS A SERVICE AGREEMENT
This HxGN EAM Software as a Service Agreement (“Agreement”) is between Intergraph Corporation, Hexagon’s Asset Lifecycle Intelligence division, a Delaware corporation with headquarters at 305 Intergraph Way, Madison, AL 35758 (hereinafter referred to as “Hexagon”) and City of Vernon with headquarters 4305 S Santa Fe Ave, Vernon, California 90058, United States “Customer”) and entered as of the Effective Date.

1. Definitions

1.1 “Applications” means Hexagon mobile applications available for purchase or included with the Subscription Services that enable users to use the licensed Software Product utilizing a Device.

1.2 “Authorized Users” means the Employees and Staff Augmentation of the Customer authorized by the Customer to use Subscription Services on behalf of the Customer and in relation to whom an account is or has been set up by or on behalf of Customer to access Subscription Services.

1.3 “Availability Service Level Objective” is as defined in Exhibit A.

1.4 “Confidential Information” means non-public information that is identified as or would be reasonably understood to be confidential and/or proprietary. Confidential Information of Hexagon includes, without limitation, the Documentation, the Subscription Services and the Software Products, including any software code and all algorithms, methods, techniques, training materials, Security Reports and processes revealed or utilized therein. Confidential Information of Customer includes Customer Data.

Confidential Information does not include information that: (i) is or becomes known to the public without fault or breach of the Recipient; (ii) the Discloser regularly discloses to third parties without restriction on disclosure; (iii) the Recipient obtains from a third party without restriction on disclosure and without breach of a non-disclosure obligation known to Recipient; or (iv) is independently developed by the Recipient without use of Confidential Information.

1.5 “Consulting Services” means services that not delivered as part of Hexagon’s commercial off the shelf Subscription Services including but not limited to software modifications or enhancements, software and system configuration, software and system installation, software and system development, software customization, or software and system design. “Consulting Services” are subject to this Agreement including the terms stated in Exhibit B or otherwise stated in the Statement of Work.

1.6 “Consulting Services Fees” means the fees for Consulting Services performed under a Statement of Work.

1.7 “Customer Data” means all electronic data or information submitted to, stored in and/or generated in the Subscription Services by Customer, which may include Personal Information.

1.8 “Custom Software” means, as applicable, the following software deliverables that may be provided under a Consulting Services SOW:
i. “Customized Software” means software in which a piece of Software Product’s out-of-the-box source code has been modified by Hexagon and provided as a deliverable under a SOW; and/or ii. “Custom-configured Software” means the Software Product that has been configured using tools in the applicable to meet specific requirements of Customer without modification of source code.

Custom Software is not “work for hire” development.

Docusign Envelope ID: 8DC24B9D-C4B8-4EDC-85B0-31145083FAB5 Docusign Envelope ID: 27E32B8A-8598-4F3E-865D-183E5BF1F73E Item 8 Page 134 of 344
Software as a Service Agreement (US Oct 2022) Page 2 of 22

1.9 “Data Protection Legislation” means the privacy and personal data legislation applicable to the processing of personal data in the jurisdiction where this Agreement is made or performed, including but not limited to the General Data Protection Regulation (Regulation (EU) 2016/679) (the “GDPR”) as may be amended and/or any corresponding or equivalent national laws or regulations, (and in case of discrepancies or contradictions between different rules or regulations, the one which provides the highest degree of privacy and/or information security shall apply).

1.10 “Discloser” means the party providing Confidential Information to the Recipient.

1.11 “Documentation” means the then-current documentation made generally available with the Subscription Services by Hexagon relating to the features, functions, and use of the Software Product.

1.12 “Effective Date” means the first day of the Month on which the Quote is signed by the Customer and processed by Hexagon or, if not signed and accepted by Hexagon, the date the Customer’s purchase order is accepted and processed by Hexagon.

1.13 “Emergency Maintenance” means unplanned maintenance performed to either correct a material services issue or outage or mitigate/prevent a security threat (e.g. due to an external attack, virus cleansing, and service degradation resolution). Hexagon shall provide as much notice as possible to the Customer in respect of Emergency Maintenance.

1.14 “Employees” means an individual employed by the Customer on a permanent or part time basis performing services for Customer who has operate within the Customer’s computer network firewall.

1.15 “Hexagon Group Company” means a company controlled directly or indirectly by Hexagon AB, a Swedish corporation.

1.16 “Intellectual Property Rights” means all intellectual property or other proprietary rights, whether registered or unregistered, in any jurisdiction, including all such rights in patents and patent applications, trademarks (including any goodwill therein or relating thereto), service marks, trade names, business names, internet domain names, copyrights (including rights in computer software), moral rights, database rights, design rights, rights in know-how, rights in trade secrets, and rights in inventions (whether or not patentable).

1.17 “Minimum Commitment Term” means the period of service (typically in months or years) stated on the Quote processed on or around the date of execution of this Agreement. The Minimum Commitment Term starts on the Effective Date. The Minimum Commitment Term will not be less than twelve (12) calendar months.

1.18 “Personal Information” means data or information relates to an identified or identifies a natural person, or is defined to be personal data or personal information under applicable Data Protection Legislation.

1.19 “Planned Maintenance” means any maintenance required, planned and communicated in advance by Hexagon for the maintenance of the system and Subscription Services.

1.20 “Quote” means a quotation for Subscription Services issued by Hexagon (at any given time during the term of this Agreement) to Customer, which shall incorporate the provisions of this Agreement by reference.

1.21 “Recipient” means the party receiving Confidential Information of the Discloser.

1.22 “Renewal Term” means any renewal or extension of Customer’s right to access and use the Software Products and Subscription Services following the expiration of the Minimum Commitment Term or prior Renewal Term. The Renewal Term shall be the greater of (i) the term stated on the Renewal Term Quote or (ii) twelve (12) calendar months.

1.23 “Security Incident” means an event or set of circumstances resulting in a compromise to the security, confidentiality, availability or integrity of Customer Data under Hexagon’s control.

Docusign Envelope ID: 8DC24B9D-C4B8-4EDC-85B0-31145083FAB5 Docusign Envelope ID: 27E32B8A-8598-4F3E-865D-183E5BF1F73E Item 8 Page 135 of 344
Software as a Service Agreement (US Oct 2022) Page 3 of 22

1.24 “Security Report” shall mean the Audit Report as defined in Subsection 7.3, any other audit results or certifications, any completed questionnaires, any security or Subscription Services policies or any other analogous documentation that may be provided to Customer under this Agreement.

1.25 “Software” means collectively and as applicable the Applications, Software Products and Third Party Software Products.

1.26 “Software Product” means collectively or individually the computer software programs identified in the applicable Quote for which Hexagon is providing access via the Subscription Services and which have been manufactured and are owned or licensed by Intergraph Corporation or a Hexagon Group Company, but excluding Third Party Software Products.

1.27 “Staff Augmentation” means an extension of the Customer’s Employee base by use of individual contractors that are temporarily engaged by Customer, provided that the access is from within the Customer’s firewall. Staff Augmentation may work onsite or remotely provided they work within Customer’s computing infrastructure and access that infrastructure via Customer-provided computing equipment/hardware.

1.28 “Statement of Work” or “SOW” means specific, written work authorizations prepared by Hexagon, mutually agreed to and executed by the Parties referencing the terms of the Agreement, which shall contain without limitation, a description of the Consulting Services, and the rate(s) on which the Consulting Services Fees are based.

1.29 “Subscription Fees” means the fees for the Subscription Services set forth on the applicable Quote.

1.30 “Subscription Services” means the standard market offering of SaaS EAM software as a service that Hexagon provides Customer under this Agreement.

1.31 “Subscription Term” means the Minimum Commitment Term or any Renewal Term, as applicable.

1.32 “Third Party Licensor” means a third party whose software products or services have been made available to Hexagon for distribution or inclusion in the Subscription Services under the terms of its agreement with Hexagon.

1.33 “Third Party Software Products” means, where applicable, (i) pre-requisite third party software products used by Hexagon in order for Customer to receive the Subscription Services or licensed by Hexagon and used by the Customer in Subscription Services in order to deliver Software Product functionality; and (ii) third party software made available through the Subscription Services as stated on the applicable Quote.

1.34 “Updates” means generally available updates, enhancements or modifications to the then-current, general release version of the Software Product that are not separately priced as new products.

1.35 “Use Restriction” means any limitation on the use of the Software Product identified in a Quote or in this Agreement, specifically noting the license types listed Exhibit C (e.g., number of Authorized Users, locations, connections).

1.36 “UserID” means a unique user identification credential used in combination with a unique password to access the Software Product and Subscription Services.

1.37 “Virtual Training” shall mean the online based videos and training materials provided through Hexagon University.

1.38 “Virus” means anything or device (including any software, code, file or program) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by rearranging, altering or erasing the program or data in whole or part Docusign Envelope ID: 8DC24B9D-C4B8-4EDC-85B0-31145083FAB5 Docusign Envelope ID: 27E32B8A-8598-4F3E-865D-183E5BF1F73E Item 8 Page 136 of 344
Software as a Service Agreement (US Oct 2022) Page 4 of 22 or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices.

2. Use Rights and Restrictions

2.1 Subject to receiving a Quote signed by the Customer and/or valid purchase order, for and during the term of this Agreement, Hexagon grants to Customer, a personal, non-exclusive, non-transferable, worldwide (subject to compliance with applicable laws) right to access and use the Subscription Services including any Software contained thereon solely for Customer’s own internal business purposes and subject to the terms and conditions of this Agreement. Any rights not expressly granted in this Agreement are expressly reserved.

2.2 Customer shall ensure that:
i. Use of the Subscription Services and Software is limited to Authorized Users and in accordance with any Use Restrictions; and
ii. Authorized Users’ use of the Subscription Services and Software is limited solely to work for the benefit of Customer.
iii. Access to the Subscription Services and Software shall be immediately terminated when an Authorized User is no longer working for the benefit of Customer (e.g. leave of employment, reassignment).

2.3 Customer shall not and shall procure that its Authorized Users shall not:
i. license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Subscription Services or the Software in any way; ii. remove or modify any marks or proprietary notices of Hexagon or a Third Party Licensor. iii. modify or make derivative works or a competitive product or service based on Subscription Services or the Software;
iv. run penetration testing or any other testing that could affect the usability (e.g. increase traffic) of the Subscription Services or put at risk any other Subscription Services customers; v. use the Software and Subscription Services to provide service bureau services to third parties; or vi. reverse engineer the Subscription Services or Software.

2.4 If Subscription Services, the Software, or any part thereof is acquired directly or indirectly on behalf of a unit or agency of the United States Government, this provision applies. For civilian agencies: Subscription Services and the associated Software were developed at private expense and are “restricted computer software” submitted with restricted rights in accordance with subparagraphs (a) through (d) of the Commercial Computer Software - Restricted Rights clause at 52.227-19 of the Federal Acquisition Regulations (“FAR”) and its successors, and are unpublished and all rights are reserved under the copyright laws of the United States. For units of the Department of Defense (“DoD”): This program is ‘commercial computer software’ as defined in DFAR’s 252.227-7014 and the rights of the government are as specified at DFARs 227.7202-3.

2.5 Customer shall be responsible for all activities that occur in Authorized User accounts in respect of its and Authorized Users, and shall be liable for any noncompliance by its Authorized Users of this Agreement.

2.6 Customer shall and shall procure that its Authorized Users shall:
i. have sole responsibility for the accuracy, quality, integrity, reliability and appropriateness of all Customer Data;
Docusign Envelope ID: 8DC24B9D-C4B8-4EDC-85B0-31145083FAB5 Docusign Envelope ID: 27E32B8A-8598-4F3E-865D-183E5BF1F73E Item 8 Page 137 of 344
Software as a Service Agreement (US Oct 2022) Page 5 of 22 ii. use commercially reasonable efforts to prevent unauthorized access to or use of Subscription Services and shall notify Hexagon promptly of any such unauthorized access or use; iii. implement and maintain appropriate technical and organizational security measures to protect and to preserve the security, integrity and confidentiality of the Subscription Services, Software, and the Customer Data. These security measures shall prevent the unauthorized access or disclosure of confidential data. Customer shall promptly report any security deficiencies or security incidents that may impact or compromise our users or Subscription Services in writing to [email protected]; and
iv. provide and maintain their own equipment, software, networks and communications lines, including any public lines required to properly access Subscription Services, content and/or data.

2.7 Documentation. Customer may make a reasonable number of copies of the Documentation for the Software Product for its internal use in accordance with the terms of this Agreement. Customer must reproduce the unaltered Intellectual Property Rights notice(s) in any full or partial copies that Customer makes of the Documentation.

2.8 Applications. In the event a Software Product provided hereunder includes a mobile application or a license to such mobile application has been purchased, in addition to the terms of this Agreement, the terms stated in Exhibit D shall apply to such application.

3. Subscription Services

3.1 Hosted Environment. Hexagon will provide the application hosting environment, including the hardware, equipment, and systems software configuration on which Hexagon supports use of the Software Product and Subscription Services, on servers located at facilities selected by Hexagon.

Customer is not permitted to access the Software Product on any environment outside the hosted environments selected by Hexagon as part of the Subscription Services.

3.2 Support and Virtual Training. Hexagon shall (a) provide Customer with access (via the internet, telephone or other means established by Hexagon) to Hexagon’s support helpline, (b) install, when and if generally available, Updates; and (c) use reasonable efforts to correct or circumvent any material deviation between the then-current, general release version of the Software Product and its Documentation (the foregoing referred to collectively as “Support”). Support and Virtual Training are included in the Subscription Fee.

3.3 User Accounts. Customer shall ensure that a unique UserID and password is assigned to each Authorized User accessing the Subscription Services and Customer shall be responsible for managing such UserIDs and passwords through the Subscription Services interface. Customer shall maintain the confidentiality of Customer’s UserIDs and passwords and shall cause its Authorized Users to maintain the confidentiality of their UserIDs and passwords. Customer agrees to immediately notify Hexagon of any unauthorized use of Customer’s UserIDs of which Customer becomes aware.

3.4 Connectivity. Hexagon will be responsible for maintaining connectivity from its network to the Internet which is capable of servicing the relevant Internet traffic to and from the hosted environment. Customer is responsible for providing connectivity to the Internet for itself and its Authorized Users. Customer shall also be responsible for ensuring that latency and available bandwidth from the device of the Authorized User to Hexagon’s hosted routers are adequate to meet Customer’s desired level of performance.

Customer is responsible for all costs associated with any specialized network connectivity required by Customer.

4. Terms of Payment

4.1 Subscription Fees shall be invoiced by Hexagon as follows:
i. Subscription Fees:

Docusign Envelope ID: 8DC24B9D-C4B8-4EDC-85B0-31145083FAB5 Docusign Envelope ID: 27E32B8A-8598-4F3E-865D-183E5BF1F73E Item 8 Page 138 of 344
Software as a Service Agreement (US Oct 2022) Page 6 of 22

1. if chargeable and payable twelve (12) months in advance, will be invoiced in advance for the upcoming twelve (12) months;

2. if chargeable and payable monthly, will be invoiced on or about the fifteenth (15th) business day of the month;
ii. Fees for any other piece of the Subscription Services agreed as part of a change request shall be invoiced at the time(s) agreed between the Parties.

4.2 All invoices are due and payable within thirty (30) days of the date of the applicable invoice. If an invoice is not paid within thirty (30) days of the date of the invoice then Hexagon is entitled to assess an interest fee for each day such invoice is not paid at the lesser of: (i) a rate equal to one and one-half percent (1.5%) per Month, each day such interest accrues; and (ii) the maximum rate allowed by applicable law.

4.3 All payments to Hexagon from Customer shall be in United States Dollars, if invoiced by Hexagon to Customer in the United States, or the non-US currency as invoiced by Hexagon to Customer outside of the United States. Where the Hexagon and Customer contract to invoice the Subscription Fees and/or pay in a non-US currency, the Subscription Fees will be converted and fixed in the applicable currency on the date of entry into this Agreement. In the event that during the term of this Agreement the applicable exchange rate operates so as to reduce the Subscription Fees payable hereunder by in excess of five percent (5%) by reference to Hexagon’s global price list, Hexagon shall have the option to increase the fees payable by written notice to the Customer, in order to address any such shortfall in the Subscription Fees payable by Customer.

5. Taxes

5.1 All Subscription Fees payable by Customer as set forth in this Agreement are exclusive of and Customer shall be liable for, and shall indemnify and hold Hexagon harmless from and against, any and all countries' federal, state, municipal, or other governmental, withholding, excise, sales, use, goods and services, value added or other similar taxes, tariffs, custom duties and importing fees ("Taxes").

5.2 Taxes shall expressly exclude any country’s federal, state, municipal or other governmental income taxes, franchise taxes, and other like taxes measured by Hexagon’s income or revenue.

5.3 Taxes shall also exclude, and Hexagon shall be responsible for, employee-related withholding, payroll and any other such taxes including, but not limited to occupational, unemployment and old-age benefits, for employees of Hexagon. The total invoiced amount is subject to increase by the amount of any Taxes which Hexagon is required to pay and/or which Customer is required to withhold, collect or pay upon the Subscription Fees so that Hexagon receives the full amount of the Subscription Fees invoiced. Any certificate to exempt this Agreement from tax liability or other documentary evidence of statutory exemption shall be obtained by Customer at Customer’s expense. Hexagon shall reasonably cooperate with Customer to minimize Taxes through any applicable exemptions, ceilings or other means legally available. Customer shall provide to Hexagon the information necessary to determine any applicable Taxes.

5.4 If Hexagon is required to pay any Taxes, Hexagon shall notify Customer in writing ("Hexagon Notification") regarding: the type(s) of Taxes that must be paid; the amount(s) of Taxes that must be paid; the date when the Taxes must be paid; and a brief explanation of why the Taxes must be paid.

5.5 If Customer disagrees that any such Taxes must be paid, Customer must notify Hexagon in writing within thirty (30) days of receiving the Hexagon Notification that it disagrees and include an explanation why. The Parties shall use their reasonable efforts to mutually agree on whether and to what extent such Taxes must be paid. If the Parties are unable to agree and Hexagon needs to make payment of such Taxes to avoid penalties and/or interest it may do so after notifying Customer in writing. Customer shall reimburse Hexagon within thirty (30) days of receiving such notice. If requested to do so by Customer in writing, Hexagon agrees to challenge or contest the payment before any tax authority or tribunal at Customer’s expense.

Docusign Envelope ID: 8DC24B9D-C4B8-4EDC-85B0-31145083FAB5 Docusign Envelope ID: 27E32B8A-8598-4F3E-865D-183E5BF1F73E Item 8 Page 139 of 344
Software as a Service Agreement (US Oct 2022) Page 7 of 22

5.6 When the transactions contemplated by this Agreement create a tax reporting and / or tax collection responsibility for Hexagon, Customer shall fully cooperate so that Hexagon has the information and documentation necessary to correctly report the transaction.

6. Limited Warranties, Disclaimer of Warranties, and Remedies

6.1 Limited Software Product Warranty by Hexagon and Remedy For Breach. During the term of this Agreement, Hexagon warrants that the Software Product access via the Subscription Services will perform substantially in accordance with the applicable Documentation. If a Software Product does not perform substantially in accordance with the applicable Software Documentation, Hexagon’s entire liability and Customer’s sole remedies under this warranty shall be to obtain the Support described in this Agreement.

6.2 Virus. During the term of this Agreement, Hexagon warrants that the Subscription Services will use industry standard Virus checking software to avoid transmission to the Customer of any Viruses to Customer’s IT environment (except for any Viruses contained in Customer Data uploaded by Authorized Users or otherwise originating from Authorized Users).

6.3 Limited Subscription Services Warranty and Remedy For Breach. During the term of this Agreement, Hexagon warrants that the hosted production environment will conform to the Availability Service Level Objective stated in Exhibit A. In the event the Available Service Level falls below the Availability Service Level Objective, Hexagon shall apply service level credits based on the actual availability measure for the applicable period as follows:

Availability Percentage Service Level Credit

99.500% or greater No Service Level Credit

99.499% - 99.000% 5% of the monthly prorated subscription fee

98.999% - 98.500% 15% of the monthly prorated subscription fee

98.499% - 95.000% 25% of the monthly prorated subscription fee Below 95.000% 35% of the monthly prorated subscription fee Service level credits for Subscription Fees paid on an annual basis shall be based on a monthly equivalent fee. For example, a 5% service level credit on an annual subscription fee shall be 5% of 1/12 of the annual subscription fee. Service level credits shall be applied to Customer’s next Subscription Fees invoice or, if Customer has paid the final invoice under this Agreement, service level credits shall be paid to Customer within thirty (30) calendar days following the determination that the credit is due. In the event availability for the production environment falls below 95% for any three (3) consecutive months or any four (4) months in a rolling twelve (12) month period (a “Triggering Event”), Customer may, within sixty (60) days of such Triggering Event, terminate the affected Quote, in which case, in lieu of service level credits, Customer shall receive a refund, on a pro rata basis, of any prepaid Subscription Fees applicable to the unused portion of the then-current Subscription Term following the effective date of termination of the Quote. The foregoing remedies are the exclusive remedies and are in lieu of all other remedies for breach of the Availability Service Level Objective.

6.4 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6,

HEXAGON MAKES NO OTHER WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH

REGARD TO THE SOFTWARE, SUBSCRIPTION SERVICES, SUPPORT, VIRTUAL TRAINING OR CONSULTING SERVICES PROVIDED UNDER THIS AGREEMENT AND/OR ANY QUOTE OR SOW.

HEXAGON EXPLICITLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. HEXAGON EXPRESSLY DOES NOT WARRANT THAT

THE SOFTWARE PRODUCT OR SUBSCRIPTION SERVICES, IN WHOLE OR IN PART, WILL BE ERROR FREE, OPERATE WITHOUT INTERRUPTION OR MEET CUSTOMER’S REQUIREMENTS.

6.5 FAILURE OF ESSENTIAL PURPOSE. THE PARTIES HAVE AGREED THAT THE LIMITATIONS SPECIFIED IN SECTIONS 6 AND 10 WILL SURVIVE AND APPLY EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Docusign Envelope ID: 8DC24B9D-C4B8-4EDC-85B0-31145083FAB5 Docusign Envelope ID: 27E32B8A-8598-4F3E-865D-183E5BF1F73E Item 8 Page 140 of 344
Software as a Service Agreement (US Oct 2022) Page 8 of 22

6.6 HIGH RISK ACTIVITIES. THE SUBSCRIPTION SOFTWARE IS NOT FAULT-TOLERANT AND IS

NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE AS ON-LINE CONTROL

EQUIPMENT IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH

AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR AIRCRAFT

COMMUNICATION SYSTEMS, MASS TRANSIT, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT

MACHINES, OR WEAPONS SYSTEMS, IN WHICH THE FAILURE OF THE SOFTWARE PRODUCT

COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE ("HIGH RISK ACTIVITIES"). ACCORDINGLY, HEXAGON DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES.

CUSTOMER AGREES THAT HEXAGON SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES

ARISING FROM OR RELATED TO THE USE OF THE SOFTWARE PRODUCT IN SUCH APPLICATIONS.

7. Confidential Information and Security

7.1 Confidentiality. Recipient will take reasonable measures designed to prevent the unauthorized use or disclosure of Discloser’s Confidential Information, including, at a minimum, those measures Recipient takes to protect its own Confidential Information of a similar nature. Recipient will use and disclose the Confidential Information disclosed to it under this Agreement only to the extent necessary to further and fulfill the purposes of this Agreement. The non-disclosure and non-use obligations of this Agreement will remain in full force with respect to each item of Confidential Information for a period of five (5) years after termination of this Agreement. Recipient shall be responsible for any breach of the confidentiality terms contained in this Section 7 by any of its directors, officers, employees, Authorized Users (in the case of Customer), contractors and agents. If the Recipient should receive any legal request or process in any form seeking disclosure of Discloser’s Confidential Information, or if the Recipient should be advised by counsel of any obligation to disclose such Confidential Information, the Recipient shall (if allowed by law) provide the Discloser with prompt notice of such request or advice so that the Discloser may seek a protective order or pursue other appropriate assurance of the confidential treatment of the Confidential Information. Regardless of whether or not a protective order or other assurance is obtained, the Recipient shall provide only that portion of the Discloser’s Confidential Information which is legally required to be provided and to use reasonable efforts to assure that the information is maintained in confidence by the party to whom it is furnished. Customer shall ensure that Authorized Users are bound by confidentiality obligations consistent with those above.

7.2 Security Policies and Safeguards for Subscription Services. Hexagon shall establish and maintain administrative, technical, and physical safeguards designed to protect against the destruction, loss, unauthorized access or alteration of Customer Data in the possession or under the control of Hexagon or to which Hexagon has access, which are: (i) no less rigorous than those maintained by Hexagon for its own information of a similar nature; (ii) no less rigorous than generally accepted industry standards; and (iii) required by applicable laws. The security procedures and safeguards implemented and maintained by Hexagon pursuant to this Section 7.2 shall include, without limitation:
i. user identification and access controls designed to limit access to Customer’s Data to Authorized Users;
ii. the use of appropriate procedures and technical controls regulating data entering Hexagon’s network from any external source;
iii. the use of encryption techniques when Customer Data is transmitted or transferred into or out of the hosted environment;
iv. physical security measures, including without limitation securing Customer Data within a secure facility where only authorized personnel and agents will have physical access to Customer Data;
v. operational measures, including without limitation IT Service Management (ITSM) processes designed to ensure the correct and secure operations of information processing activities; vi. periodic employee training regarding the security programs referenced in this Section; and vii. periodic testing of the systems and procedures outlined in this Section.

7.3 Review of Controls. Hexagon shall, at its cost and expense, engage a duly qualified independent auditor (s) to conduct a review of the design and operating effectiveness of Hexagon’s defined control Docusign Envelope ID: 8DC24B9D-C4B8-4EDC-85B0-31145083FAB5 Docusign Envelope ID: 27E32B8A-8598-4F3E-865D-183E5BF1F73E Item 8 Page 141 of 344
Software as a Service Agreement (US Oct 2022) Page 9 of 22 objectives and control activities in connection with the Subscription Services. Hexagon shall cause such auditor to prepare a report in accordance with the Interdependent American Institute of Certified Public Accountants (AICPA) System and Organization Controls (SOC) Type 2 assessment or an equivalent standard (the “Audit Report”). Customer shall have the right to request and receive a copy of the Audit Report and Customer may share a copy of such Audit Report with its auditors and regulators, provided that, such Audit Report shall be Hexagon’s Confidential Information.

7.4 Security Incident Response. In the event that Hexagon becomes aware of a Security Incident, Hexagon shall: (i) provide a Security Incident Report to the customer (such report will be provided as soon as practicable following discovery of a Security Incident as required by applicable laws); (ii) at Customer’s request, Hexagon will meet with Customer to discuss the cause of the Security Incident and Hexagon’s response.

8. Intellectual Property Infringement Indemnity

8.1 In the event of any proceeding (suit, claim, or action) against Customer, (in this Section “Authorized Person”) arising from allegations that a Software Product, or part thereof, furnished by Hexagon (in this Section hereinafter “Product”) infringes a U.S. or an EU patent, copyright, or trademark of any third party, Hexagon will, if such infringement does not result solely from modifications, enhancements or additions to the Product made by an Authorized Person or any person or entity acting under the direction or control of an Authorized Person, or an Authorized Person’s use of any Product in combination with other products not furnished by Hexagon, and provided the Authorized Person promptly notifies Hexagon in writing of said proceeding, Hexagon shall defend the Authorized Person’s right, or interest in the Product, and said infringement claim at Hexagon’s expense, and Hexagon shall pay any judgment or settlement against the Authorized Person resulting from said proceeding. Hexagon shall make such defense by counsel of its own choosing and the Authorized Person shall reasonably cooperate with said counsel. Hexagon, in such circumstances, shall have sole control of the defense and settlement of any such claim, but shall consult with the Authorized Person on the status of and strategy for the defense.

8.2 If any such infringement is found by a court of competent jurisdiction to be caused by modifications, enhancements or additions to the Product made by an Authorized Person or any person or entity authorized to use the Product, acting under the direction or control of an Authorized Person or an Authorized Person’s use of the Product in combination with other products not furnished by Hexagon, Customer shall reimburse Hexagon any reasonable defense expenses inclusive of reasonable legal fees which may have been expended by Hexagon in defense of said claim, as well as to pay any final judgment rendered against Hexagon as a result of said proceedings.

8.3 In the event any Product furnished hereunder is, in Hexagon’s opinion, likely to or does become the subject of a claim of infringement of any duly issued U.S. or EU patent, copyright or trademark of a third party, and if Authorized Person’s use of any Product is enjoined, Hexagon may at its option and expense, either procure for the Authorized Person the right to continue using the Product, or modify the Product to make it non-infringing but functionally the same, or replace the Product with a non-infringing equivalent.

8.4 The above provisions are in lieu of all other provisions related to patent, trademark and copyright infringement, express or implied. They, along with the remedies stated above and which are subject to the limitations set forth in Section 10 below, represent the full and total obligation and / or liability of Hexagon and Customer in relation to the infringement of Intellectual Property Rights.

9. Term and Termination

9.1 NEGOTIATED: Term. The Initial Subscription Term will be specified in the applicable Quote. Prior to expiry of Initial Subscription Term, Hexagon shall provide a new Quote for renewal to the Customer, and upon acceptance of the Quote/issuance of Purchase Order, the Subscription Term shall renew for the Renewal Term mentioned in the Quote. Except as set forth in Section 6.3 or Section 9.2, the Subscription Term cannot be terminated prior to its expiration date.

Docusign Envelope ID: 8DC24B9D-C4B8-4EDC-85B0-31145083FAB5 Docusign Envelope ID: 27E32B8A-8598-4F3E-865D-183E5BF1F73E Item 8 Page 142 of 344
Software as a Service Agreement (US Oct 2022) Page 10 of 22

9.2 Right of Termination. If either party breaches any material obligation in an Quote and fails to remedy such breach within thirty (30) days of receipt of written notice of such breach, the other party may terminate the Quote. Notice of an alleged breach of warranty does not constitute notice of material breach for purposes of this Section.

9.3 Effect of Termination. Upon termination of a Quote by either party, Customer’s access and use of the Software and Subscription Services under such Quote shall immediately terminate as of the effective date of such termination. Termination of a Quote will not release either party from making payments which may be owing to the other party through the effective date of such termination. Termination of an Quote will be without prejudice to the terminating party’s other rights and remedies pursuant to this Agreement, unless otherwise expressly stated herein. In the event of Customer’s termination of an Quote under Section 9.2, Customer shall be entitled to a refund, on a pro rata basis, of any prepaid Subscription Fees under such Quote applicable to the unused portion of the then-current Subscription Term following the effective date of termination.

9.4 Return of Customer Data. Upon termination or expiration of a Quote, Hexagon shall promptly make all Customer Data available to Customer as a native database export provided through Hexagon’s FTP server. In the event that Customer requires the return of Customer Data in an alternate format or requires any other termination assistance services, Hexagon and Customer shall mutually agree upon the scope of such termination assistance services and the fees and expenses payable for such termination assistance services.

9.5 Survival of Obligations. All obligations relating to non-use and non-disclosure of Confidential Information, limitation of liability, and such other terms which by their nature survive termination, will survive termination or expiration of this Agreement.

10. Limitations of Liability

10.1 LIMITED LIABILITY. EXCEPT WITH RESPECT TO (I) HEXAGON’S INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATIONS UNDER SECTION 8; (II) UNAUTHORIZED DISCLOSURE OF CONFIDENTIAL INFORMATION RESULTING FROM A PARTY’S BREACH OF THE AGREEMENT, WHICH LIABILITY SHALL BE SUBJECT TO SECTION 10.3 BELOW; (III) CUSTOMER’S INFRINGEMENT OR MISAPPROPRIATION OF HEXAGON’S INTELLECTUAL PROPERTY RIGHTS; OR (IV) CUSTOMER’S OBLIGATION TO PAY FEES, THE TOTAL LIABILITY OF EITHER PARTY,

THE HEXAGON GROUP COMPANIES AND THIRD PARTY LICENSORS (IN THE CASE OF HEXAGON), WHATEVER THE BASIS OF LIABILITY, (i) IN CONNECTION WITH OR RELATED TO

THE SOFTWARE, THE SUBSCRIPTION SERVICES OR ANY OTHER MATTER RELATING TO THIS

AGREEMENT (OTHER THAN CONSULTING SERVICES PROVIDED UNDER THIS AGREEMENT, WHICH IS ADDRESSED IN (ii) BELOW) WILL NOT EXCEED THE SUBSCRIPTION FEES PAID OR

PAYABLE TO HEXAGON HEREUNDER FOR THE ANNUAL PERIOD IN WHICH SUCH LIABILITY FIRST AROSE, OR (ii) IN CONNECTION WITH OR RELATED TO CONSULTING SERVICES

PROVIDED UNDER THIS AGREEMENT, THE CONSULTING SERVICES FEES PAID OR PAYABLE

TO HEXAGON FOR THE CONSULTING SERVICES GIVING RISE TO LIABILITY UNDER THE APPLICABLE SOW.

10.2 EXCLUSION OF DAMAGES. IN NO EVENT WILL EITHER PARTY OR THE HEXAGON GROUP

COMPANIES OR THIRD PARTY LICENSORS (IN THE CASE OF HEXAGON) BE LIABLE FOR ANY

SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES OR DAMAGES

FOR LOST PROFITS, LOSS OF BUSINESS, LOSS OF USE OR PRODUCTION, LOSS OF

REPUTATION OR LOSS OF DATA WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND REGARDLESS OF

WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR

WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE TO THE EXTENT PERMITTED BY APPLICABLE LAW.

10.3 UNAUTHORIZED DISCLOSURE OF CONFIDENTIAL INFORMATION. WITH RESPECT TO

UNAUTHORIZED DISCLOSURE OF CONFIDENTIAL INFORMATION RESULTING FROM A PARTY’S BREACH OF THE AGREEMENT, THE TOTAL LIABILITY OF THE BREACHING PARTY,

THE HEXAGON GROUP COMPANIES AND THIRD PARTY LICENSORS (IN THE CASE OF Docusign Envelope ID: 8DC24B9D-C4B8-4EDC-85B0-31145083FAB5 Docusign Envelope ID: 27E32B8A-8598-4F3E-865D-183E5BF1F73E Item 8 Page 143 of 344
Software as a Service Agreement (US Oct 2022) Page 11 of 22 HEXAGON), SHALL NOT EXCEED THREE (3) TIMES THE SUBSCRIPTION FEES PAID OR

PAYABLE TO HEXAGON HEREUNDER FOR THE ANNUAL PERIOD IN WHICH SUCH LIABILITY FIRST AROSE.

11. Ownership

11.1 Customer, for itself and its and their Authorized Users, acknowledges and agrees that all right, title and interest in and to Subscription Services, Custom Software, Virtual Training and Software, including Documentation, data, information, trade secrets, copyrights, inventions (whether patentable or not), concepts, ideas, methods, techniques, work processes, formulae, algorithms, logic designs, screen displays, schematics, and source and object code computer programs, all of which is owned (in this Section, the “Product”) and all copies of all or any part thereof, are and shall remain vested in Hexagon or a Hexagon Group Company or relevant third parties. Customer and its and their Authorized Users do not have, and shall not attempt to obtain, any right, title, or interest in or to the Product, or Hexagon’s or a Hexagon Group Company’s or such third parties’ Intellectual Property Rights, except as expressly provided herein, and shall not decompile, disassemble, or otherwise attempt to gain access to any source code for the Product. Customer, for itself and Authorized Users, acknowledges and agrees that the Product is comprised of trade secrets, proprietary information, and Confidential Information, and that Customer, and its Authorized Users shall not use, distribute, copy, perform, amend, alter, modify, create derivative works, reverse engineer, exploit, sublicense, or assign the Product, or any of Hexagon’s or a Hexagon Group Company’s or such third parties’ Intellectual Property Rights or permit such to occur, except as expressly permitted by this Agreement.

11.2 Notwithstanding the foregoing, Customer or its Affiliates shall retain their respective full ownership and all rights associated therewith solely to Customer Data and work product input or output generated by the Subscription Services. This ownership shall not extend to any formats or other Intellectual Property Rights provided by Hexagon under this Agreement that makes a particular data file intelligent or that structures output, which shall remain the property of Hexagon or a Hexagon Group Company or the respective third party that owns said format or Intellectual Property Rights.

12. Miscellaneous

12.1 Notices. Any legal notice or communication given pursuant to this Agreement shall be in writing, as a document or in electronic form, and deemed received when delivered in person, electronic mail, facsimile, or sent postage prepaid via Express Mail, Federal Express or other private courier, or United States certified mail, return receipt requested. Legal notices under this Agreement shall be submitted to Hexagon shall be sent to Hexagon Asset Lifecycle Intelligence division, Attention: Division Counsel, 305 Intergraph Way, Madison, AL, USA, email [email protected], or to such other place as Hexagon may subsequently designate for its receipt of notices.

12.2 Force Majeure. Except with respect to the payment of fees hereunder, neither party will be liable to the other for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including, without limitation, Acts of God, war, terrorist acts, accident, labor disruption, acts, omissions and defaults of third parties and official, governmental and judicial action not the fault of the party failing or delaying in performance, or the threat of any of the foregoing (a “Force Majeure Event”). A party seeking to excuse its non-performance as a result of a Force Majeure Event shall have the burden of proof to demonstrate that the Force Majeure Event prevents its performance and must, upon becoming aware of a Force Majeure Event that prevents its performance, provide written notice to the other party specifying the details in such regard (a “Force Majeure Notice”). If, within thirty (30) days following a party’s provision of a Force Majeure Notice, such party is unable to provide written assurances of its ability to perform in accordance with the Agreement, the other party shall be entitled to terminate the Agreement or suspend its performance hereunder upon providing written notice.

12.3 Assignment. This Agreement shall be binding on the Parties hereto and their respective successors and assigns. Neither Party may, or shall have the power to, assign this Agreement without the prior written consent of the other, except that Hexagon may assign its rights and obligations under this Agreement without the approval of Customer to an entity which acquires all or substantially all of the assets of the Intergraph Corporation, its Asset Lifecycle Intelligence division, Hexagon, or Hexagon AB, Docusign Envelope ID: 8DC24B9D-C4B8-4EDC-85B0-31145083FAB5 Docusign Envelope ID: 27E32B8A-8598-4F3E-865D-183E5BF1F73E Item 8 Page 144 of 344
Software as a Service Agreement (US Oct 2022) Page 12 of 22 or to any subsidiary, affiliate or successor in a merger or acquisition of Intergraph Corporation, its asset Lifecycle Intelligence division, Hexagon or Hexagon AB.

12.4 No Waiver. A party’s failure to enforce its rights with respect to any single or continuing breach of this Agreement will not act as a waiver of the right of that party to later enforce any such rights or to enforce any other or any subsequent breach.

12.5 Export Control. The Subscription Services including access to Software and, customized software and including Documentation or technical information pertaining thereto, provided by Hexagon, its subsidiaries or distributors (“US Export Controlled Items”), is subject to the export control laws and regulations of the United States of America. Diversion contrary to U.S. law is prohibited. To the extent prohibited by United States or other applicable laws, US Export Controlled Items, or any derivatives thereof, must not be exported or re-exported, directly or indirectly (including via remote access) under the following circumstances:
i. To Cuba, Iran, North Korea, Syria, or the Crimean, "Donetsk People's Republic", "Luhansk People's Republic" or Sevastopol regions of Ukraine or its territories, or Syria, or any national of these countries or territories;
ii. To any person or entity listed on any United States government denial list, including, but not limited to, the United States Department of Commerce Denied Persons, Entities, and Unverified Lists, the United States Department of Treasury Specially Designated Nationals List, and the United States Department of State Debarred List. Visit www.export.gov for more information, or follow this link for the screening tool: https://legacy.export.gov/csl-search. iii. To any entity when Customer, or an Affiliate, knows, or has reason to know, the end use of the US Export Controlled Item is related to the design, development, production, or use of missiles, chemical, biological, or nuclear weapons, or other un-safeguarded or sensitive nuclear uses; and/or iv. To any entity when Customer, or an Affiliate, knows, or has reason to know, that an illegal reshipment will take place.

12.6 Customer will not allow any Authorized User (which for the purpose of this Section, includes any employee, contractor, affiliate or other person) to access the Subscription Services who is or becomes subject to US export controls and sanctions, including but not limited to, a person designated on the Specially Designated Nationals list.

12.7 Customer is responsible for all persons that it authorizes to access the Subscription Services and for all technology created in and/or stored by Hexagon as part of the Subscription Services for Customer, including compliance with applicable US and other countries’ export controls and sanctions.

12.8 Customer shall hold harmless and indemnify Hexagon and each Hexagon Group Company against any causes of actions, claims, costs, expenses and/or damages suffered or incurred by Hexagon or a Hexagon Group Company, which arise from a breach by Customer, an Affiliate or an Authorized User of the export restrictions set forth in this Section 12.

12.9 Customer and its Affiliates should address any questions regarding export/re-export of relevant Subscription Services, Software Products, customized software and/or Third Party Software Products to Asset Lifecycle Intelligence Division, Export Compliance Department, 305 Intergraph Way, Madison, Alabama 35758, USA.

12.10 Choice of Law and Severability. This Agreement shall for all purposes be construed and enforced under and in accordance with the Laws of the State of Alabama, United States of America. The Parties agree that any legal action or proceeding relating to this Agreement shall be instituted in the Circuit Court for Madison County, Alabama or the United States District Court for the Northern District, Northeastern Division, of Alabama, USA. The Parties agree to submit to the jurisdiction of and agree that venue is proper in these courts in any such legal action or proceeding. The Parties waive the application of the United Nations Commission on International Trade Law and United Nations Convention on Contracts for the International Sale of Goods as to the interpretation or enforcement of Docusign Envelope ID: 8DC24B9D-C4B8-4EDC-85B0-31145083FAB5 Docusign Envelope ID: 27E32B8A-8598-4F3E-865D-183E5BF1F73E Item 8 Page 145 of 344
Software as a Service Agreement (US Oct 2022) Page 13 of 22 this Agreement. If any part of this Agreement is held unenforceable, the rest remains in full force and effect.

12.11 Dispute Resolution. For any controversy or claim that may arise out of or in relation to this Agreement or with respect to breach thereof, the Parties agree to initially seek to solve the matter amicably through discussions between the Parties’ points of contact as listed herein. If the Parties fail to resolve such controversy or breach by amicable arrangement and/or compromise within thirty (30) days of the notice of dispute, such dispute should be escalated to Parties’ upper management. If the Parties fail to resolve such controversy, claim, or breach by amicable arrangement and/or compromise within thirty (30) days of the dispute being brought to the attention of Parties’ upper management, then the Parties may, at their sole discretion, seek resolution through non-binding mediation. If either Party is not satisfied with the result of the non-binding mediation, such party may seek legal recourse through the courts in the jurisdiction chosen herein. No party may commence litigation in relation to any dispute arising out of this Agreement until it has attempted to settle the dispute by negotiation and mediation, and the mediation has terminated, or the other party refused to participate in the mediation. Any time period stated in this Section may be reduced for the sole purpose of avoiding the expiration of the Statute of Limitations for the event made the basis of the controversy.

12.12 Compliance with Laws. Customer and Hexagon hereby certify that they shall comply with all applicable laws in carrying out its duties under this Agreement, including but not limited to the Data Protection Legislation, the United States Foreign Corrupt Practices Act, (“FCPA”), the Bribery Act2010 (pursuant to the laws of England and Wales) and any analogous legislation of other jurisdictions that are applicable or relevant in the country where the Agreement is entered into or to be performed.

12.13 Data Protection. Any processing of personal data within the meaning of the Data Protection Legislation will be carried out by Hexagon, Hexagon Group Companies and their employees, and Subcontractors in accordance with Customer’s instructions and to enable Hexagon to deliver the services contemplated by this Agreement. Customer shall only transmit the minimum amount of Personal Information as strictly necessary for Hexagon to perform this Agreement.

12.14 Audit. Hexagon may audit Customer’s compliance with the terms of this Agreement and applicable Quotes. If an audit reveals that Customer has exceeded the permitted scope of use, then, in addition to any other remedies available to Hexagon, Customer will promptly pay Hexagon any underpaid Subscription Fees associated with such overuse based on Hexagon’s then-current list rates.

12.15 Marketing Customer grants Hexagon permission to use its name and logo in marketing materials referencing Customer as a customer. Hexagon and Customer are independent contractors under this Agreement, and nothing herein will be construed to create a partnership, joint venture or agency relationship between them. This Agreement shall be construed as if drafted by both parties and shall not be strictly construed against either party.

12.16 Entire Agreement. This Agreement contains the entire understanding of the parties with respect to its subject matter, and supersedes and extinguishes all prior oral and written communications, representations and understandings between the parties about its subject matter. Each party acknowledges that, in entering into this Agreement, it does not rely upon, and shall have no remedy in respect of, any statement or representation of any person other than as expressly set out in this Agreement. Any purchase order or similar document that may be issued by Customer in connection with this Agreement does not modify, supplement or add terms to this Agreement. No modification of this Agreement will be effective unless it is in writing, is signed by each party, and expressly provides that it amends this Agreement. This Agreement and any signed agreement entered into in connection herewith or contemplated hereby may be executed in counterparts. An executed document that has been delivered via fax, electronic or digital means shall be treated as an original.

Docusign Envelope ID: 8DC24B9D-C4B8-4EDC-85B0-31145083FAB5 Docusign Envelope ID: 27E32B8A-8598-4F3E-865D-183E5BF1F73E Item 8 Page 146 of 344
Software as a Service Agreement (US Oct 2022) Page 14 of 22 IN WITNESS WHEREOF the Parties have caused this agreement to be validly executed by duly appointed officers in duplicate original on the dates and in the places hereinafter indicated:

CUSTOMER INTERGRAPH CORPORATION, Hexagon’s Asset
Lifecycle Intelligence division
By: By:

Name: Name:

Title: Title:

Date: Date:

Attest:
___________________________________
Yonnie Parker, Deputy City Clerk
___________________________________
Date
Approved as to Form:
___________________________________
Zaynah N. Moussa, City Attorney
___________________________________
Date
Daniel Calleros
Interim City Administrator
Intergraph Corporation- 2nd Authorized
Signature:
___________________________________
Signature
___________________________________
Name
___________________________________
Title
___________________________________
Date
Docusign Envelope ID: 8DC24B9D-C4B8-4EDC-85B0-31145083FAB5 Associate Division Counsel
October 23, 2024
Caroline Bonner
October 23, 2024
Smita Agarwal
Contracts Manager
Docusign Envelope ID: 27E32B8A-8598-4F3E-865D-183E5BF1F73E 11/5/2024
11/7/2024
11/7/2024
Item 8 Page 147 of 344
Company Confidential
Quote Number: Q-00210304
Quote Date: 07/21/2026
City of Vernon
4305 S Santa Fe Ave
Vernon, California 90058-1714
United States
T: (323) 583-4821
Intergraph Corporation
305 Intergraph Way
Madison, Alabama 35758-7567
United States
T: (256) 730-2000
Prepared for Ernesto Smith Prepared by Kristen (Alex) Knight IT Manager
4305 S Santa Fe Ave
Vernon, California 90058-1714
United States
T: 3238263697
[email protected]
Maintenance Contract Associate
305 Intergraph Way
Madison, AL, 35758
United States
T: (770) 776-3693
[email protected]
Note: All prices are shown in USD. Taxes are not included.

Payment Terms: Net 30
Line Qty Charge Type Part # Description Unit Price Net Price 1-1 20 X 12M SaaS EAM00001
Attune EAM Essentials (Bundle) - SaaS
SaaS
NU: Named User
161.08 38,659.20
Summary Group Total *
Software Lease 38,659.20
Grand Total * 38,659.20
*All prices are shown in USD. This is NOT an invoice. Sales taxes are not included in Grand Total Price and will be added to the invoice. If your company claims exemption from sales/use taxes, we are required to have a valid exemption certificate for our records. Without a valid exemption certificate, direct pay permit, or resale certificate, we are required to invoice, collect, and remit the appropriate taxes as levied by the jurisdiction to which the delivery was made.

Item 8 Page 148 of 344
Company Confidential
Quote Number: Q-00210304
Quote Date: 07/21/2026
Year Start Date* End Date Annual Amount
1 12/01/2026 11/30/2027 38,659.20
The price quoted to Customer herein is subject to a 1 year non-cancellable term (“Term”). By signing this Quote and/or issuing a Purchase Order to Hexagon, Customer commits to the non-cancellable Term. Customer’s Purchase Order shall be issued for the full amount of the Quote. Invoices for Software, Lease, Maintenance or Services will be invoiced separately. Hexagon shall invoice Customer annually in advance for each year of the term. Payment shall be made pursuant to the payment terms included in the Terms and Conditions referenced herein. *Start and End Dates are subject to change upon mutual agreement prior to the start and the term.

Item 8 Page 149 of 344
Company Confidential
Quote Number: Q-00210304
Quote Date: 07/21/2026
Summary of Conditions

1. This Quote is valid until 10/19/2026.

2. Any order received in reference to this Quote is subject to credit approval by Hexagon.

3. Use of Intergraph Corporation’s software products is governed by the Software License Agreement (SLA) contained in the product unless the licensee has a valid signed license agreement for this product with Intergraph Corporation. doing business as Hexagon

4. Products and Services are governed by Intergraph’s terms and conditions, which are attached to this quote, as well as the below named agreements, entered into by the Parties. All terms and conditions attached and/or referenced in this Quote shall govern any Purchase Order submitted by Customer and shall supersede all other terms and conditions unless expressly agreed to in writing by Hexagon. The terms and conditions of this quote cannot be superseded, altered, modified or amended by subsequent Purchase Order or writing received from Customer without the express written consent of Hexagon.

HxGN EAM SaaS Agreement , ALI-24-10-7214
Octave is of the new branding of Hexagon’s Asset Lifecycle Intelligence and Safety, Infrastructure & Geospatial, ETQ, and Bricsys businesses. The products are similarly being rebranded to reflect the Octave vision. This branding change does not have any effect on the legal status of the quoting legal entity, its contractual relationship with your organization, its tax identification number, or the validity of any contract, quote, or invoice your organization may have executed with or received from any of the foregoing business units. For a list of the former product names and their new branding, please see http://octave.com/about/product-naming.

Item 8 Page 150 of 344
Company Confidential
Quote Number: Q-00210304
Quote Date: 07/21/2026
Quote Notes:

To place an order against this Quote:

Please verify and/or complete the Customer Information below and have an authorized person sign this Quote.

If your company requires that a purchase order be issued, it must include the required customer information below, reference this Quote number, and have the below statement:
“This PO is governed by, Intergraph Corporation, Asset Lifecycle Intelligence division, terms and conditions attached to or referenced in the quote, which shall supersede any other terms and conditions referenced on this PO.” Submit the signed Quote and purchase order (if required by your company) to the Hexagon Global Order Desk at [email protected]
This agreement shall only become binding and effective upon customer’s receipt of Order Confirmation from Hexagon or the first delivery of the products/services within this Quote.

CUSTOMER INFORMATION
Sold To City of Vernon Bill To City of Vernon
4305 S Santa Fe Ave
Vernon, California 90058-1714
United States
4305 S Santa Fe Ave
Vernon, California, 90058-1714
United States
Contact Person: Ernesto Smith Contact Person:

Telephone: 3238263697 Telephone:

Email: [email protected] Email:

Site ID (If Assigned): US00161530 Site ID (If Assigned): US00161530 Install To City of Vernon Ship To City of Vernon **if different than Install Site** Cloud Estate
Madison, Alabama, 35758-7567
United States
4305 S Santa Fe Ave
Vernon, CA, 90058-1714
United States
Contact Person: Contact Person:

Telephone: Telephone:

Email: Email:

Site ID (If Assigned): U3KZQEGXCAXMEB5P Site ID (If Assigned): US00161530 Item 8 Page 151 of 344
Company Confidential
Quote Number: Q-00210304
Quote Date: 07/21/2026
**WILL A PURCHASE ORDER BE SUBMITTED? PLEASE SELECT (Yes) ___ (No) _ Authorized Customer Signatory
This Quote and all terms herein are agreed to by Customer Signature below Signature
Name
Title
Date
SavedDate: 7/2/2024 10:52:00 AM
Brian Saeki
City Administrator
Approved as to Form:
_____________________________________
Zaynah Moussa-Milward, City Attorney
Attest:
_______________________________
Genoveva Rocha, City Clerk
Item 8 Page 152 of 344
City Council Agenda Report
Meeting Date: October 6, 2026
From: Brian Saeki, City Administrator
Department: City Administration
Submitted by: Lilia Hernandez, Deputy City Administrator Subject
Professional Services Agreements for the BIG 4 Initiative Recommendation
A. Find that it is in the best interests of the of the City to enter into agreements with DEODATE Corporation and North Star Alliances, LLC, without a competitive selection process, pursuant to Vernon Municipal Code Section 3.32.110(B)(2) given that Vernon’s participation in the BIG 4 coalition is critical to advancing the City’s pursuits of increased state and federal funding and legislative changes that address the unique needs of industrial cities; B. Approve and authorize the City Administrator to execute a Professional Services Agreement with DEODATE Corporation, in substantially the same form as submitted, for economic and real estate development strategy consulting services for a total not-to-exceed $92,000, for a one-year term from July 1, 2026 through June 30, 2027 for Phase 2 of the BIG 4 efforts; and C. Approve and authorize the City Administrator to execute a Professional Services Agreement with North Star Alliances, LLC, in substantially the same form as submitted, for economic and real estate development strategy consulting services for a total not-to-exceed $60,000, for a oneyear term from July 1, 2026 through June 30, 2027 for Phase 2 of the BIG 4 efforts.

Background
On September 16, 2025, the City Council approved a Memorandum of Understanding (MOU) between the cities of Commerce, Santa Fe Springs, Industry, and Vernon, now known as the “BIG 4” cities, to unite efforts to advocate for, advance and plan shared priorities, including state and federal funding and legislative changes that address the unique needs of industrial cities.

The BIG 4 agreed to utilize two firms, namely DEODATE Corporation (DEODATE) and North Star Alliances, LLC (NSA) to assist with formulating and executing the collective economic and real estate development strategy for the BIG 4. DEODATE is a management consulting firm specializing in real estate, economic development, and site program management. DEODATE’s government clients include Metro, Los Angeles World Airports, Port of Los Angeles, and multiple municipalities. NSA is a national strategic advisory firm that provides marketing, communications and public relations, government relations, and event and project management services. NSA’s government clients include Metro, the Biden Administration, Los Angeles County, Riverside County, and various local municipalities. These firms were selected based on their specialized areas of expertise in strategic communications and real estate and economic development, and experience working with government entities. The BIG 4 cities opted for a coordinated approach between DEODATE and NSA that combined technical expertise with strategic storytelling to elevate the BIG 4’s visibility among developers, investors, policymakers, and partners.

Subsequently, each of the BIG 4 cities entered into agreements with DEODATE and NSA for the first phase of work needed in the development of the BIG 4’s collective strategy. Phase 1 consisted of city-specific work and baseline analyses of real estate, economic development, and related communication data, initiatives and strategies on a per-city basis. Phase 1 successfully established the BIG 4 platform creating a unified regional identity and market visibility. Once the Phase 1 work was completed, the BIG 4 initiated work on Phase 2 efforts. Phase 2 focuses on Item 9 Page 153 of 344
activating the platform established during Phase 1 through coordinated communications, business attraction incentives, strategic partnerships, city-specific economic-development marketing, and ongoing program management.

DEODATE Corporation Agreement
The term of the agreement with DEODATE is for one year from July 1, 2026 through June 30, 2027, for a total not-to-exceed $92,000. DEODATE serves as the lead technical and real estate economic development consultant, providing data-driven analysis, portfolio strategy, and economic development recommendations.

The scope of work for DEODATE includes:
• Ongoing management of property and tenant analytics
• Communications and project management for real estate and economic development • Real estate and/or land use strategy
• Industry conference support and meeting management (as needed) North Star Alliances, LLC Agreement
The term of the agreement with NSA is for one year from July 1, 2026 through June 30, 2027 for a total not-to-exceed $60,000. NSA leads all public-facing and stakeholder communications, including messaging, marketing, narrative development, collateral creation, outreach sequencing, and engagement strategy.

The scope of work for NSA includes:
• BIG 4 communications and brand activation
• City economic development marketing
• Establishing strategic partnerships and facilitating stakeholder engagement • Industry conference support and targeted economic development events (as needed) Vernon’s participation in the BIG 4 coalition is critical to advancing the City’s pursuits of increased state and federal funding and it is most beneficial and efficient for the City to utilize the same consulting team as the other coalition cities. As such, staff recommends that City Council find it in the best interests of the City to award the proposed contracts to DEODATE and NSA respectively, without a competitive selection process, pursuant to Vernon Municipal Code Section 3.32.110(B)(2).

Pursuant to Vernon Municipal Code 3.32.030 (B), if in the 12 months preceding the effective date of a proposed new agreement, the City has awarded or paid the proposed vendor more than $100,000, Council approval shall be required. To date the City has paid DEODATE $84,350.67 and NSA $80,502.33 within the last 12 months.

The respective services agreements with DEODATE and NSA have been reviewed and approved as-to-form by the City Attorney’s Office.

Strategic Plan Goals
Goal 2: Promote Economic Growth and Revenue Generation
Fiscal Impact
The fiscal impact is not-to-exceed $152,000. Sufficient funds are available in the General Fund, Industrial Development, Professional Services Account No. 011-010-150-529215 for the current fiscal year.

Item 9 Page 154 of 344
Attachments

1. DEODATE Corporation Services Agreement – BIG 4 Phase 2

2. North Star Alliances, LLC Services Agreement – BIG 4 Phase 2 Item 9 Page 155 of 344

SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND DEODATE

CORPORATION FOR ECONOMIC AND REAL ESTATE DEVELOPMENT STRATEGY

CONSULTING SERVICES

COVER PAGE
Contractor: DEODATE Corporation
Responsible Principal of Contractor: Rodrigo Gonzalez, Managing Partner Notice Information - Contractor: DEODATE Corporation
975 S Fair Oaks, Avenue
Pasadena, CA 91105
Attention:

Rodrigo Gonzalez, Managing Partner
Telephone: 626-314-1826
Email: [email protected]
Notice Information - City: City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention:

Brian Saeki, City Administrator
Telephone: (323) 583-8811 ext. 228
Commencement Date: July 1, 2026
Termination Date: June 30, 2027
Consideration: Total not to exceed $92,000 (includes all applicable sales tax); and more
particularly described in Exhibit B
Records Retention Period Three (3) years, pursuant to Section

11.20 Item 9 Page 156 of 344
DEODATE Corporation
Services Agreement

______________________

SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND DEODATE

CORPORATION FOR ECONOMIC AND REAL ESTATE DEVELOPMENT STRATEGY

CONSULTING SERVICES
This Agreement is made between the City of Vernon, a California charter City and California municipal corporation (“City”), and DEODATE Corporation, a California corporation (“Contractor”).

The City and Contractor agree as follows:

1.0 EMPLOYMENT OF CONTRACTOR. City agrees to engage Contractor to perform the services as hereinafter set forth as authorized by the City Council on September 15, 2026.

2.0 SCOPE OF SERVICES.

2.1 Contractor shall perform all work necessary to complete the services set forth in the Contractor's proposal to the City ("Proposal") dated June 23, 2026, Exhibit “A”, a copy which is attached to and incorporated into this Agreement by reference.

2.2 All services shall be performed to the satisfaction of City.

2.3 All services shall be performed in a competent, professional, and satisfactory manner in accordance with the prevailing industry standards for such services.

3.0 PERSONNEL.

3.1 Contractor represents that it employs, or will employ, at its own expense, all personnel required to perform the services under this Agreement.

3.2 Contractor shall not subcontract any services to be performed by it under this Agreement without prior written approval of City.

3.3 All of the services required hereunder will be performed by Contractor or by City approved subcontractors. Contractor, and all personnel engaged in the work, shall be fully qualified and authorized or permitted under State and local law to perform such services and shall be subject to approval by the City.

Item 9 Page 157 of 344
DEODATE Corporation
Services Agreement

______________________

4.0 TERM. The term of this Agreement shall commence on July 1, 2026, and it shall continue until June 30, 2027, unless terminated at an earlier date pursuant to the provisions thereof.

5.0 COMPENSATION AND FEES.

5.1 Contractor has established rates for the City of Vernon which are comparable to and do not exceed the best rates offered to other governmental entities in and around Los Angeles County for the same services. For satisfactory and timely performance of the services, the City will pay Contractor in accordance with the payment schedule set forth in Exhibit “B” attached hereto and incorporated herein by reference.

5.2 Contractor's grand total compensation for the entire term of this Agreement, shall not exceed $92,000 without the prior authorization of the City, as appropriate, and written amendment of this Agreement.

5.3 Contractor shall, at its sole cost and expense, furnish all necessary and incidental labor, material, supplies, facilities, equipment, and transportation which may be required for furnishing services pursuant to this Agreement. Materials shall be of the highest quality. The above Agreement fee shall include all staff time and all clerical, administrative, overhead, insurance, reproduction, telephone, air travel, auto rental, subsistence, and all related costs and expenses.

5.4 City shall reimburse Contractor only for those costs or expenses specifically approved in this Agreement, or specifically approved in writing in advance by City. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Contractor:

5.4.1 The actual costs of subcontractors for performance of any of the services that Contractor agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement.

5.4.2 Approved reproduction charges.

5.4.3 Actual costs and/or other costs and/or payments specifically authorized in advance in writing and incurred by Contractor in the performance of this Agreement.

Item 9 Page 158 of 344
DEODATE Corporation
Services Agreement

______________________

5.5 Contractor shall not receive any compensation for extra work performed without the prior written authorization of City. As used herein, “extra work” means any work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the time of execution of this Agreement. Compensation for any authorized extra work shall be paid in accordance with the payment schedule as set forth in Exhibit “B,” if the extra work has been approved by the City.

5.6 Licenses, Permits, Fees, and Assessments. Contractor shall obtain, at Contractor’s sole cost and expense, such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement.

Contractor shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and which arise from or are necessary for the performance of the Services by this Agreement.

6.0 PAYMENT.

6.1 As scheduled services are completed, Contractor shall submit to the City an invoice for the services completed, authorized expenses, and authorized extra work actually performed or incurred according to said schedule.

6.2 Each such invoice shall state the basis for the amount invoiced, including a detailed description of the services completed, the number of hours spent, reimbursable expenses incurred and any extra work performed.

6.3 Contractor shall also submit a progress report with each invoice that describes in reasonable detail the services and the extra work, if any, performed in the immediately preceding calendar month.

6.4 Contractor understands and agrees that invoices which lack sufficient detail to measure performance will be returned and not processed for payment.

6.5 City will pay Contractor the amount invoiced within thirty (30) days after the City approves the invoice.

6.6 Payment of such invoices shall be payment in full for all services, Item 9 Page 159 of 344
DEODATE Corporation
Services Agreement

______________________
authorized costs, and authorized extra work covered by that invoice.

7.0 CITY'S RESPONSIBILITY. City shall cooperate with Contractor as may be reasonably necessary for Contractor to perform its services; and will give any required decisions as promptly as practicable so as to avoid unreasonable delay in the progress of Contractor's services.

8.0 COORDINATION OF SERVICES. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants, and other staff at all reasonable times.

9.0 INDEMNITY. Contractor agrees to indemnify City, its officers, elected officials, employees and agents against, and will hold and save each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein “claims or liabilities”), including but not limited to professional negligence, that may be asserted or claimed by any person, firm or entity arising out of or in connection with the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the acts or omissions of Contractor hereunder, or arising from Contractor’s performance of or failure to perform any term, provision, covenant or condition of this Agreement, except to the extent such claims or liabilities arise from the gross negligence or willful misconduct of City, its officers, elected officials, agents or employees.

10.0 INSURANCE. Contractor shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representative, or employees. The policies shall state that they afford primary coverage.

10.1 Automobile Liability Insurance – Primary insurance coverage shall be written on ISO Business Auto coverage form for all owned, hired, and non-owned automobiles or any auto. The policy shall have a combined single limit of not less than one million dollars ($1,000,000). If Contractor is transporting one or more nonemployee passengers in the performance of the services, the automobile liability policy Item 9 Page 160 of 344
DEODATE Corporation
Services Agreement

______________________
shall have a combined single limit of two million dollars ($2,000,000). If Contractor owns no autos, a hired, non-owned auto endorsement to the General Liability policy is acceptable.

10.1.1 Contractor agrees to subrogate automobile liability resulting from performance under this agreement by agreeing to defend, indemnify, and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the Contractor under the performance of the services. The City of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds and, under the Contractors’ policy, there shall be a waiver of subrogation, and the policy shall be primary and non-contributory and will not seek contribution from the City’s insurance.

10.2 Commercial General Liability Insurance – Contractor shall carry General Liability Insurance covering all operations performed by or on behalf of the Contractor providing coverage for bodily injury and property damage with a single limit of not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) general aggregate limit written on an Insurance Services Office (ISO) Comprehensive General Liability "occurrence" Form CG 00 01 or its equivalent for coverage on an occurrence basis. The City of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds with respect to liability arising out of the Contractor's performance of this Agreement. The additional insured coverage under the Contractor’s policy shall be primary and non-contributory and will not seek contribution from the City’s insurance.

The policy shall be endorsed to include a waiver of subrogation.

10.2.1 If Contractor intends to employ other contractors as part of the services rendered, the City must approve and will establish the appropriate insurance requirements.

10.2.2 Contractor agrees to subrogate General Liability resulting from performance under this agreement by agreeing to defend, indemnify, and hold Item 9 Page 161 of 344
DEODATE Corporation
Services Agreement

______________________
harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the Contractor under the performance of the services.

10.3 Professional Errors and Omissions Coverage in a sum of not less than one million dollars ($1,000,000), where such risk is applicable. Applicable aggregate must be identified and claims history provided to determine amounts remaining under the aggregates. Contractor shall maintain such coverage for at least one (1) year after the termination of this agreement.

10.4 Umbrella Liability Insurance – An umbrella (over primary) may be used to comply with limits or other primary coverage requirements. When used, the umbrella policy shall apply to bodily injury/property damage and personal injury/advertising injury and shall include a “dropdown” provision providing primary coverage for any liability not covered by the primary policy. The umbrella policy shall have no additional exclusion or coverage difference from the primary policy. The coverage shall also apply to automobile liability.

10.5 Workers’ Compensation/Employers Liability - Contractor shall comply with the applicable sections of the California Labor Code concerning workers' compensation for injuries on the job. Compliance is accomplished in one of the following manners:

10.5.1 Provide a copy of the permissive self-insurance certificate approved by the State of California; or

10.5.2 Secure and maintain in force a policy of workers' compensation insurance with statutory limits and Employer's Liability Insurance with a limit of one million dollars ($1,000,000) per accident. The policy shall be endorsed to waive all rights of subrogation against City, its directors, commissioners, officers, employees, and volunteers for losses arising from performance of this Agreement or

10.5.3 If Contractor has no employees, it may certify or warrant to the City that it does not currently have any employees or individuals who are defined as “employees” under the Labor Code, and the requirement for Workers’ Compensation coverage will be waived by completing the waiver form provided by the City.

Item 9 Page 162 of 344
DEODATE Corporation
Services Agreement

______________________

10.6 If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

10.7 Each insurance policy included in this clause shall be endorsed to state that coverage shall not be cancelled except after thirty (30) days prior written notice to City.

10.8 Insurance shall be placed with insurers with an A.M. Best rating of no less than A-VIII. Any self-insured retention or deductible in excess of $25,000 must be approved in advance by the City. Any policies written on a claims-based basis must include a minimum of a 3-year tail.

10.9 Prior to the commencement of performance, Contractor shall furnish City with a certificate of insurance for each policy. Each certificate is to be signed by a person authorized by that insurer to evidence coverage on its behalf. The certificate(s) must be in a form approved by City. City may require complete, certified copies of any or all policies upon request.

10.10 Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Contractor shall immediately notify City and cease all performance under this Agreement until further directed by the City. In the absence of satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection rights for premiums, attorney's fees, and costs against Contractor by way of set-off or recoupment from sums due to Contractor, at City's option; (b) immediately terminate this Agreement and seek damages from the Agreement resulting from said breach; or (c) self-insure the risk, with all damages and costs incurred, by judgment, settlement or otherwise, including attorney's fees and costs, being collectible from Contractor, by way of set-off or recoupment from any sums due to Contractor.

11.0 GENERAL TERMS AND CONDITIONS.

11.1 INDEPENDENT CONTRACTOR.

Item 9 Page 163 of 344
DEODATE Corporation
Services Agreement

______________________

11.1.1 It is understood that in the performance of the services herein provided for, Contractor shall be, and is, an independent contractor, and is not an agent, officer or employee of City and shall furnish such services in its own manner and method except as required by this Agreement, or any applicable statute, rule, or regulation. Further, Contractor has and shall retain the right to exercise full control over the employment, direction, compensation and discharge of all persons employed by Contractor in the performance of the services hereunder. City assumes no liability for Contractor’s actions and performance, nor assumes responsibility for taxes, bonds, payments, or other commitments, implied or explicit, by or for Contractor. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its employees, subcontractors and independent contractors, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.

11.1.2 Contractor acknowledges that Contractor and any
subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be considered employees of the City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits.

11.2 CONTRACTOR NOT AGENT. Except as the City may authorize in writing, Contractor and its subcontractors shall have no authority, express or implied, to act on behalf of or bind the City in any capacity whatsoever as agents or otherwise.

11.3 OWNERSHIP OF WORK. All documents and materials furnished by the City to Contractor shall remain the property of the City and shall be returned to the City upon termination of this Agreement. All reports, drawings, plans, specifications, computer tapes, floppy disks and printouts, studies, memoranda, computation sheets, and other documents prepared by Contractor in furtherance of the work shall be the sole property of City and shall be delivered to City whenever requested at no additional cost to the City. Contractor shall keep such documents and materials on file and available for audit by the City for at least three (3) years after completion or earlier Item 9 Page 164 of 344
DEODATE Corporation
Services Agreement

______________________
termination of this Agreement. Contractor may make duplicate copies of such materials and documents for its own files or for such other purposes as may be authorized in writing by the City.

11.4 CORRECTION OF WORK. Contractor shall promptly correct any defective, inaccurate or incomplete tasks, deliverables, goods, services and other work, without additional cost to the City. The performance or acceptance of services furnished by Contractor shall not relieve the Contractor from the obligation to correct subsequently discovered defects, inaccuracy, or incompleteness.

11.5 RESPONSIBILITY FOR ERRORS. Contractor shall be responsible for its work and results under this Agreement. Contractor, when requested, shall furnish clarification and/or explanation as may be required by the City, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Contractor occurs, then Contractor shall, at no cost to City, provide all necessary design drawings, estimates and other Contractor professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.

11.6 WAIVER. The City's waiver of any term, condition, breach, or default of this Agreement shall not be considered to be a waiver of any other term, condition, default or breach, nor of a subsequent breach of the one waived. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and executed by a duly authorized representative of the party against whom enforcement of a waiver is sought.

11.7 SUCCESSORS. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective heirs, successors, and/or assigns.

11.8 NO ASSIGNMENT. Contractor shall not assign or transfer this Agreement or any rights hereunder without the prior written consent of the City and approval by the City Attorney, which may be withheld in the City's sole discretion. Any Item 9 Page 165 of 344
DEODATE Corporation
Services Agreement

______________________
unauthorized assignment or transfer shall be null and void and shall constitute a material breach by the Contractor of its obligations under this Agreement. No assignment shall release the original parties from their obligations or otherwise constitute a novation.

11.9 COMPLIANCE WITH LAWS. Contractor shall comply with all Federal, State, County and City laws, ordinances, rules and regulations, which are, as amended from time to time, incorporated herein and applicable to the performance hereof. Violation of any law material to performance of this Agreement shall entitle the City to terminate the Agreement and otherwise pursue its remedies. Further, if the Contractor performs any work knowing it to be contrary to such laws, rules, and regulations Contractor shall be solely responsible for all costs arising therefrom.

11.10 ATTORNEY'S FEES. If any action at law or in equity is brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled.

11.11 INTERPRETATION.

11.11.1 Applicable Law. This Agreement shall be deemed an agreement and shall be governed by and construed in accordance with the laws of the State of California. Contractor agrees that the State and Federal courts which sit in the State of California shall have exclusive jurisdiction over all controversies and disputes arising hereunder, and submits to the jurisdiction thereof.

11.11.2 Entire Agreement. This Agreement, including any exhibits attached hereto, constitutes the entire agreement and understanding between the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings, correspondence, documentation, and agreements (written or oral).

11.11.3 Written Amendment. This Agreement may only be
changed by written amendment executed by Contractor and the City Administrator or other authorized representative of the City, subject to any requisite authorization by the Item 9 Page 166 of 344
DEODATE Corporation
Services Agreement

______________________
City Council. Any oral representations or modifications concerning this Agreement shall be of no force or effect.

11.11.4 Severability. If any provision in this Agreement is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed from this Agreement, and the remaining provisions shall nevertheless continue in full force and effect as fully as though such invalid, illegal, or unenforceable portion had never been part of this Agreement.

11.11.5 Order of Precedence. In case of conflict between the terms of this Agreement and the terms contained in any document attached as an Exhibit or otherwise incorporated by reference, the terms of this Agreement shall strictly prevail.

11.11.6 Construction. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning.

There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

11.12 TIME OF ESSENCE. Time is strictly of the essence of this agreement and each and every covenant, term, and provision hereof.

11.13 AUTHORITY OF CONTRACTOR. The Contractor hereby
represents and warrants to the City that the Contractor has the right, power, legal capacity, and authority to enter into and perform its obligations under this Agreement, and its execution of this Agreement has been duly authorized.

11.14 ARBITRATION OF DISPUTES. Any dispute for under $25,000 arising out of or relating to the negotiation, construction, performance, non-performance, breach, or any other aspect of this Agreement, shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association at Los Angeles, California and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. The City does not waive its right to object to the timeliness or sufficiency of any claim filed or required to be filed against the City and reserves the right to conduct full discovery.

Item 9 Page 167 of 344
DEODATE Corporation
Services Agreement

______________________

11.15 NOTICES. Any notice or demand to be given by one party to the other must be given in writing and by personal delivery or prepaid first-class, registered or certified mail, addressed as follows. Notice simply to the City of Vernon or any other City department is not adequate notice.

If to the City:

City of Vernon
Attention: Brian Saeki, City Administrator
4305 Santa Fe Avenue
Vernon, CA 90058
If to the Contractor:

DEODATE Corporation
Attention: Rodrigo Gonzalez, Managing Partner
975 S. Fair Oaks Avenue
Pasadena, CA 91105
Any such notice shall be deemed to have been given upon delivery, if personally delivered, or, if mailed, upon receipt, or upon expiration of three (3) business days from the date of posting, whichever is earlier. Either party may change the address at which it desires to receive notice upon giving written notice of such request to the other party.

11.16 NO THIRD PARTY RIGHTS. This Agreement is entered into for the sole benefit of City and Contractor and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right or remedy in, under, or to this Agreement.

11.17 TERMINATION FOR CONVENIENCE (Without Cause). City may terminate this Agreement in whole or in part at any time, for any cause or without cause, upon fifteen (15) calendar days' written notice to Contractor. If the Agreement is thus terminated by City for reasons other than Contractor's failure to perform its obligations, City shall pay Contractor a prorated amount based on the services satisfactorily completed and accepted prior to the effective date of termination. Such payment shall be Contractor's exclusive remedy for termination without cause.

Item 9 Page 168 of 344
DEODATE Corporation
Services Agreement

______________________

11.18 DEFAULT. In the event either party materially defaults in its obligations hereunder, the other party may declare a default and terminate this Agreement by written notice to the defaulting party. The notice shall specify the basis for the default. The Agreement shall terminate unless such default is cured before the effective date of termination stated in such notice, which date shall be no sooner than ten (10) days after the date of the notice. In case of default by Contractor, the City reserves the right to procure the goods or services from other sources and to hold the Contractor responsible for any excess costs occasioned to the City thereby. Contractor shall not be held accountable for additional costs incurred due to delay or default as a result of Force Majeure. Contractor must notify the City immediately upon knowing that non-performance or delay will apply to this Agreement as a result of Force Majeure. At that time Contractor is to submit in writing a Recovery Plan for this Agreement. If the Recovery Plan is not acceptable to the City or not received within 10 days of the necessary notification of Force Majeure default, then the City may cancel this order in its entirety at no cost to the City, owing only for goods and services completed to that point.

11.19 TERMINATION FOR CAUSE. Termination for cause shall relieve the terminating party of further liability or responsibility under this Agreement, including the payment of money, except for payment for services satisfactorily and timely performed prior to the service of the notice of termination, and except for reimbursement of (1) any payments made by the City for service not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by the City in obtaining substitute performance. If this Agreement is terminated as provided herein, City may require, at no additional cost to City, that Contractor provide all finished or unfinished documents, data, and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request.

11.19.1 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms Item 9 Page 169 of 344
DEODATE Corporation
Services Agreement

______________________
and in such manner as it may determine appropriate, services similar to those terminated.

11.20 MAINTENANCE AND INSPECTION OF RECORDS.

The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the Contractor's records to the extent the City deems necessary to insure it is receiving all money to which it is entitled under the Agreement and/or is paying only the amounts to which Contractor is properly entitled under the Agreement or for other purposes relating to the Agreement.

The Contractor shall maintain and preserve all such records for a period of at least three (3) years after termination of the Agreement.

The Contractor shall maintain all such records in the City of Vernon.

If not, the Contractor shall, upon request, promptly deliver the records to the City of Vernon or reimburse the City for all reasonable and extra costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, such additional (out of the City) expenses for personnel, salaries, private auditors, travel, lodging, meals, and overhead.

11.21 CONFLICT. Contractor hereby represents, warrants, and certifies that no member, officer, or employee of the Contractor is a director, officer, or employee of the City of Vernon, or a member of any of its boards, commissions, or committees, except to the extent permitted by law.

11.22 HEADINGS. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

11.23 ENFORCEMENT OF WAGE AND HOUR LAWS. Eight hours labor constitutes a legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the respective Contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 Item 9 Page 170 of 344
DEODATE Corporation
Services Agreement

______________________
through 1815 of the California Labor Code as a penalty paid to the City; provided, however, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than 1½ times the basic rate of pay.

11.24 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES. Contractor certifies and represents that, during the performance of this Agreement, it and any other parties with whom it may subcontract shall adhere to equal employment opportunity practices to assure that applicants, employees and recipients of service are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition, sexual orientation or marital status. Contractor further certifies that it will not maintain any segregated facilities.

Contractor further agrees to comply with The Equal Employment Opportunity Practices provisions as set forth in Exhibit “C”.
[Signatures Begin on Next Page].

Item 9 Page 171 of 344
DEODATE Corporation
Services Agreement

______________________
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Commencement Date stated on the cover page.

City of Vernon, a California charter City
and California municipal corporation
By: ____________________________
Brian Saeki, City Administrator

DEODATE Corporation, a California
corporation
By:

Name:Rodrigo Gonzalez_____________
Title: CEO & Managing Partner_______
ATTEST:
_______________________________
Genoveva Rocha, City Clerk
By:

Name: Diana Ibarra Gonzalez_________
Title: Corporate Secretary___________
APPROVED AS TO FORM:
_______________________________
Zaynah Moussa-Milward,
City Attorney
Item 9 Page 172 of 344

D E O D A T E
1 www.DEODATECORP.com
Rodrigo Gonzalez, MBA
CEO & Managing Partner

DEODATE CORPORATION
975 S Fair Oaks Ave
Pasadena, CA 91105
June 23, 2026
Ernie Hernandez
City Manager
City of Commerce
Joshua Nelson
City Manager
City of Industry
Rene Bobadilla
City Manager
City of Santa Fe Springs
Brian Saeki
City Manager
City of Vernon
RE – Big 4 Phase 2 Scope of Work and Estimated Fee Schedule Members of the Big 4:

Thank you for your continued partnership and for the productive discussions held throughout Phase 1 of the Big 4: Coalition of Business Cities initiative. The collaborative engagement from the Cities of Commerce, Industry, Santa Fe Springs, and Vernon has been instrumental in establishing a strong foundation for what we believe is one of the most strategically significant municipal economic development coalitions in Southern California.

Central to that foundation is a deliberate three-party structure that, in our experience, is essential to successful economic development outcomes:
creative and forward-thinking government leadership, as embodied by the Big 4 cities; deep, transaction-level real estate expertise, provided by DEODATE Corporation; and effective, strategically aligned communications, led by Northstar Alliances. Each element is necessary. The absence of any one diminishes the others.

Phase 1 demonstrated that this Triad, operating in coordination, can move with both credibility and velocity. Phase 2 is designed to build on that proof of concept. The following proposed scope of work is exclusive to DEODATE’s work on the Big 4:

ABOUT DEODATE:

DEODATE Corporation is a management consulting firm specializing in corporate real estate strategy, portfolio management, real estate operations, and transactional strategy. Since 2013, DEODATE has represented Fortune and Global 500 companies, mid-cap enterprises, national food groups, life science conglomerates, corporate developers, individual investors and operators, government agencies, and non-profit organizations across more than $5 billion in project strategy, real estate consulting, and transactional and brokerage services. That work spans the Western, Southeast, MidAtlantic, and Midwest states, as well as representation of global clients headquartered in Europe and Asia. DEODATE is headquartered in Pasadena, California, with offices in Kansas City, Missouri and Monterrey, Mexico.

Annually, DEODATE carries approximately $749 million in corporate real estate operating and investment assets under advisory (C-AUA), and holds direct management, acquisition, and disposition responsibilities for approximately $490 million in total corporate assets under management (C-AUM).

Our municipal real estate practice brings that same institutional depth to the public sector. Engagements have included real estate program management for the Metro Gold Line Extension — a portfolio of more than 90 transactions totaling in excess of $120 million in value — real estate strategy and advisory for the Los Angeles Community College District, and negotiation, valuation, transactional management, and strategic counsel with counterparties including SoCalGas, Los Angeles World Airports, the State of California Department of General Services, the County of Los Angeles, the City of Baltimore, and the State of Illinois Office of Economic Development, among others.

Our experience extends to specialized municipal processes directly relevant to the work ahead. In 2024, DEODATE successfully managed a Surplus Land Act compliance and disposition process that achieved HCD approval on its first submission and within six months of initiation — an outcome that reflects both our command of the regulatory framework and our ability to execute efficiently within it.

This work is led and delivered by one of the largest real estate management consulting teams in the Western United States, structured across five practice divisions and built to support the full lifecycle of municipal real estate from strategy through transaction close.

EXHIBIT A

CONTRACTOR'S PROPOSAL
DEODATE Corporation
Services Agreement

__________________
Item 9 Page 173 of 344

D E O D A T E
2 www.DEODATECORP.com

TERM OF AGREEMENT
Two (2) years, commencing upon date of mutual execution. Unless otherwise notified by either party. This term shall renew automatically for one(1) year upon the two-year mark. Contract term is for one year from July 1, 2026 - June 30, 2027 (See Section 4 of agreement).

PROPOSED SCOPE OF WORK: The following details the proposed Scope of Work (SOW) for Phase 2 of the Big 4: Coalition of Business Cities initiative. The scope of work is broken into two main groups:

1. General Big 4 SOW: Work applies to all four (4) cities. This will be billed collectively.

2. Opt-in SOW: Scope specific to the all four cities but opted into individually. This will be invoiced individually by City on an as-requested and as-needed basis.

GENERAL BIG 4 SOW – ALL CITIES
Phase 1A: Ongoing management Property and Tenant analytics • Weekly management of inventory availability
• Monthly update of various Big 4 City Collateral
• Resourcing of brokerage community for information, visuals and other information for successful attraction of tenants • Review of current marketing conducted by brokerages and direct (proactive) communications to upgrade information and promote activity Phase 2A: Communications and Project Management
• Monthly City meetings to discuss desired/acceptable uses (current or alternative) per listed asset • One (1) monthly in-City half day to discuss updates and progress updates • Obtain, analyze and provide to NSA monthly data for stakeholder newsletter updates • Monthly Big 4 at large meetings: Prepare presentation materials including date and other and strategic management • Bi-annual Big 4 long format updates: Prepare presentation materials including date and other and strategic management • Annual Big 4 Strategic retreat: Prepare presentation materials including date and other and strategic management Phase 3A: Industry Conference Support and Meeting Management • ICON West: March 9-10, 2027
o Site gathering, information gathering, presentations, etc. o Booth technical assistance
o Meeting coordination
• Big 4 Summit: April ___, 2027
o Site gathering, information gathering, presentations, etc. o Speaker coordination and panel strategy
Phase 4A: Big 4 Sovereignty Strategy
• Work with Big 4 and NSA to create a strategy for long-term sustainability of the Big 4 coordination. • Assist in information analysis and structuring towards wider programs to fund the initiative DEODATE Corporation
Services Agreement

__________________
Item 9 Page 174 of 344

D E O D A T E
3 www.DEODATECORP.com
OPT-IN SOW: PER CITY
Phase 1B: Industry Conference Support and Meeting Management – to be opted in on a per-city basis • ICSC National: May 24-26, 2027
o Site gathering, information gathering, presentations, etc. o Booth technical assistance
o Meeting coordination
• SIOR: Society of Industrial and Office Realtors – Spring (2027) or Fall (2026 or 2026) o Site gathering, information gathering, presentations, etc. o Booth technical assistance
o Meeting coordination
• ICSC West: September 2026 and/or 2027
o Non-booth presence, presentation and meeting coordination • CoreNet Global: October 2026 and/or 2027
o Non-booth presence, presentation and meeting coordination • ULI National: Fal 2027 and/or Fall 2026
o Non-booth presence, presentation and meeting coordination PHASE 2B: Agency Real Estate Program Management – to be opted in on a per-city basis. Includes but is not limited to:

PHASE 2B1: Agency Communication Management: Draft, execute and manage strategy for Agency communications (City with other government agencies) pertaining to land utilization and land related issues. • Lead negotiations with Caltrans, State, and other related issues pertaining to I-5 surplus land • Lead negotiations with HCD on any issues related to Surplus Land Act • Lead negotiations with Los Angele County District Consolidated Oversight Board (Successor Agency) on any items related to CRA (prior) sites.
• Lead negotiations with other agencies as needed
• Lead city specific tours for interested parties
PHASE 2B2: Internal Right of Way (ROW) Program Management: Act as extension of City team to oversee right of way acquisition efforts. • Create and manage ROW program
• Assist in the forming and management of ROW program team (ROW agents, Appraisal, Relocation, Condemnation Counsel, others as needed).
• Manage team towards successful execution of any necessary City acquisitions PHASE 2B3: Site/Portfolio Related Economic Development: Resource the City with site-related economic development tools • Develop developer interest strategy
• Develop tenant interest strategy
• Develop site-specific interest strategy
• Create and manage tools for City focused on Economic Development and for use at external events (ICSC and others) • Develop visuals and materials from requesting parties PHASE 2B4: Valuation Services:
• Provide site valuation (including lease market to market) on municipally owned or controlled land as requested Other Potential Strategies: The following are typical City-specific engagements that could be provided to City:
• Retail Gap Analysis
• Soft LOI engagement by site
• Developer survey of City sites (owned and other)
• Tenant survey of City sites (owned and other)
• Financial analysis of various tax generating initiatives • Housing analysis
• Disposition management
DEODATE Corporation
Services Agreement

__________________
Item 9 Page 175 of 344

D E O D A T E
4 www.DEODATECORP.com
• Incentive negotiation and structure
• Project management
• Provide support on real estate related matters during council/commission meetings PROPOSED SCHEDULE AND COST PROPOSAL1:

The following schedule assumes a kick-off date in July 2026. The delivery schedule may be shifted or altered upon mutual agreement. Delivery of the items in a compressed period may require additional staff support and associated updates to the overall cost proposal. The engagement schedule is structured as a retainer agreement with task orders as follows:

Schedule Range:
• Phase 1A-2A: On-going during the contract year.
• Phase 3A: Expected April-May of the contract year
• Phase 2: As needed during contract year
Cost Proposal: Client shall be billed on a monthly basis in tenths of an hour (6-min intervals) increments and client shall make payment of undisputed invoices on a net-30 day payment schedule (payment via ACH or Check). DEODATE 2024 rates range from $162.81/hr to $496.51/hr per DEODATE July 2026 rate adjustment2.

1. General Big 4 SOW 12-month Budget:
o Phase 1 and 2: $4,725-$7,365 per month per City (estimated to be year-round) o Phase 3: $9,385-$15,825 per month per city (estimated at approximately 2 months of the year) o Total General Big 4 SOW per city is approximately $75,470-$120,030 per City/Year3

2. Opt-in SOW: Scope specific to the all four cities but opted into individually. This will be invoiced individually by City on an as-requested and as-needed basis.
o To be billed on a per-city basis as needed.
o DEODATE will provide a written estimate per task order prior to commencing work.

OTHER CONSIDERATIONS:
• DEODATE shall make all efforts to maintain consulting expenses low for the client. DEODATE bills on 1/10th of an hour intervals (every 6 minutes).
• Fee not inclusive of travel costs.
o DEODATE travel policy includes approved economy flight travel and Federal contracting lodging limits. o Mileage reimbursement per consultant – DEODATE charges ½ hour for travel under 30 miles, each way, and one hour for travel between 30-60 miles, two hours, each way, for all travel between 61-100 miles and four hours, each way for all travel more than 100 miles. Travel over 100 miles will be charged a full eight (8) hour billed the higher of eight full hours or the total amount of time spent with the client, not including pre-travel preparation time. DEODATE offices in Pasadena are the starting point for all mileage calculations. Please see below for air travel policies. o Flight travel day hours billed shall be capped at eight (8) hours on weekday travel days and four (4) hours (unless travel time exceeds four hours, in which case it will be adjusted to total travel time) on weekend travel days, per consultant. ▪ Hour allocations shall be eight (8) on full days spent working during travel unless travel is on the same day as a full travel workday, in which case four (4) hours of travel times shall be added. o One-day turnaround trips will be a minimum of eight (8) hours per consultant. • Meetings scheduled but cancelled or shortened by client will be billed at full scheduled time. • Reimbursements for Services and Travel Days:
o The Contractor will be reimbursed from time to time for Client approved and reasonable and necessary expenses incurred by the Contractor in connection with providing the Services under this Agreement. o Meal reimbursement shall be capped at $50/day, per consultant. 1 Fee schedule is not inclusive of third-party consultants. Rates subject to annual escalation. 2 DEODATE 2025-2026 rates adjusted based on May 2026 trailing 12 CPI increase of 4.2% https://www.bls.gov/news.release/pdf/cpi.pdf 3 Does not include expenses, travel, conference fees, etc.

Contract not to exceed total of $92,000 consists of:

Up to $6,000/per month for Phase 1 and Phase 2 for twelve months and Up to $10,000/ per month for Phase 3 for two months
DEODATE Corporation
Services Agreement

__________________
Item 9 Page 176 of 344

D E O D A T E
5 www.DEODATECORP.com
All expenses must be pre-approved by the Client. Consulting fees are subject to reasonable and mutually agreed upon annual adjustments. The client must approve all travel expenses prior to travel. Either party may terminate this agreement at any time, for any reason given to the other party with notice by email in writing.

Thank you in advance for your ongoing trust and for your business. Delivery of individual items can be coordinated with Mr. Gonzalez upon request.

Respectfully,
Rodrigo Gonzalez, MBA
Managing Partner
CC: Ernesto Morales, CEO, Northstar Alliances
AGREED AND ACCEPTED THIS _________ DAY OF ___________________________, 2026.

By: ____________________________________
Name: ______________________________________Title: ___________________________________ By: ____________________________________
Name: ______________________________________Title: ___________________________________ By: ____________________________________
Name: ______________________________________Title: ___________________________________ By: ____________________________________
Name: ______________________________________Title: ___________________________________ DEODATE Corporation
Services Agreement

__________________
Item 9 Page 177 of 344

D E O D A T E
4 www.DEODATECORP.com
• Incentive negotiation and structure
• Project management
• Provide support on real estate related matters during council/commission meetings PROPOSED SCHEDULE AND COST PROPOSAL1:

The following schedule assumes a kick-off date in July 2026. The delivery schedule may be shifted or altered upon mutual agreement. Delivery of the items in a compressed period may require additional staff support and associated updates to the overall cost proposal. The engagement schedule is structured as a retainer agreement with task orders as follows:

Schedule Range:
• Phase 1A-2A: On-going during the contract year.
• Phase 3A: Expected April-May of the contract year
• Phase 2: As needed during contract year
Cost Proposal: Client shall be billed on a monthly basis in tenths of an hour (6-min intervals) increments and client shall make payment of undisputed invoices on a net-30 day payment schedule (payment via ACH or Check). DEODATE 2024 rates range from $162.81/hr to $496.51/hr per DEODATE July 2026 rate adjustment2.

1. General Big 4 SOW 12-month Budget:
o Phase 1 and 2: $4,725-$7,365 per month per City (estimated to be year-round) o Phase 3: $9,385-$15,825 per month per city (estimated at approximately 2 months of the year) o Total General Big 4 SOW per city is approximately $75,470-$120,030 per City/Year3

2. Opt-in SOW: Scope specific to the all four cities but opted into individually. This will be invoiced individually by City on an as-requested and as-needed basis.
o To be billed on a per-city basis as needed.
o DEODATE will provide a written estimate per task order prior to commencing work.

OTHER CONSIDERATIONS:
• DEODATE shall make all efforts to maintain consulting expenses low for the client. DEODATE bills on 1/10th of an hour intervals (every 6 minutes).
• Fee not inclusive of travel costs.
o DEODATE travel policy includes approved economy flight travel and Federal contracting lodging limits. o Mileage reimbursement per consultant – DEODATE charges ½ hour for travel under 30 miles, each way, and one hour for travel between 30-60 miles, two hours, each way, for all travel between 61-100 miles and four hours, each way for all travel more than 100 miles. Travel over 100 miles will be charged a full eight (8) hour billed the higher of eight full hours or the total amount of time spent with the client, not including pre-travel preparation time. DEODATE offices in Pasadena are the starting point for all mileage calculations. Please see below for air travel policies. o Flight travel day hours billed shall be capped at eight (8) hours on weekday travel days and four (4) hours (unless travel time exceeds four hours, in which case it will be adjusted to total travel time) on weekend travel days, per consultant. ▪ Hour allocations shall be eight (8) on full days spent working during travel unless travel is on the same day as a full travel workday, in which case four (4) hours of travel times shall be added. o One-day turnaround trips will be a minimum of eight (8) hours per consultant. • Meetings scheduled but cancelled or shortened by client will be billed at full scheduled time. • Reimbursements for Services and Travel Days:
o The Contractor will be reimbursed from time to time for Client approved and reasonable and necessary expenses incurred by the Contractor in connection with providing the Services under this Agreement. o Meal reimbursement shall be capped at $50/day, per consultant. 1 Fee schedule is not inclusive of third-party consultants. Rates subject to annual escalation. 2 DEODATE 2025-2026 rates adjusted based on May 2026 trailing 12 CPI increase of 4.2% https://www.bls.gov/news.release/pdf/cpi.pdf 3 Does not include expenses, travel, conference fees, etc.

Contract not to exceed total of $92,000 consists of:

Up to $6,000/per month for Phase 1 and Phase 2 for twelve months and Up to $10,000/ per month for Phase 3 for two months

EXHIBIT B

SCHEDULE
DEODATE Corporation
Services Agreement

__________________
Item 9 Page 178 of 344

D E O D A T E
5 www.DEODATECORP.com
All expenses must be pre-approved by the Client. Consulting fees are subject to reasonable and mutually agreed upon annual adjustments. The client must approve all travel expenses prior to travel. Either party may terminate this agreement at any time, for any reason given to the other party with notice by email in writing.

Thank you in advance for your ongoing trust and for your business. Delivery of individual items can be coordinated with Mr. Gonzalez upon request.

Respectfully,
Rodrigo Gonzalez, MBA
Managing Partner
CC: Ernesto Morales, CEO, Northstar Alliances
AGREED AND ACCEPTED THIS _________ DAY OF ___________________________, 2026.

By: ____________________________________
Name: ______________________________________Title: ___________________________________ By: ____________________________________
Name: ______________________________________Title: ___________________________________ By: ____________________________________
Name: ______________________________________Title: ___________________________________ By: ____________________________________
Name: ______________________________________Title: ___________________________________

EXHIBIT B

SCHEDULE
DEODATE Corporation
Services Agreement

____________________
Item 9 Page 179 of 344
DEODATE Corporation
Services Agreement

______________________

PLACEHOLDER FOR RATES
Item 9 Page 180 of 344
DEODATE Corporation
Services Agreement

______________________

EXHIBIT C

EQUAL EMPLOYMENT OPPORTUNITY

PRACTICES PROVISIONS
A. Contractor certifies and represents that, during the performance of this Agreement, the contractor and each subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. Contractor further certifies that it will not maintain any segregated facilities.

B. Contractor agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of Contractor, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age.

C. Contractor agrees that it shall, if requested to do so by the City, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class.

D. Contractor agrees to provide the City with access to, and, if requested to do so by City, through its awarding authority, provide copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law.

E. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law.

Item 9 Page 181 of 344

SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND NORTH STAR

ALLIANCES, LLC FOR ECONOMIC AND REAL ESTATE DEVELOPMENT

STRATEGY CONSULTING SERVICES

COVER PAGE
Contractor: North Star Alliances, LLC
Responsible Principal of Contractor: Ernesto Morales, Chief Executive Officer
Notice Information - Contractor: North Star Alliances, LLC 2629 Foothill Blvd., #345
La Crescenta, CA 91214
Attention: Ernesto Morales, CEO
Telephone: 310-721-6613
Email:

[email protected]
Notice Information - City: City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Brian Saeki, City
Administrator
Telephone: (323) 583-8811 ext. 228
Commencement Date: July 1, 2026
Termination Date: June 30, 2027
Consideration: Total not to exceed $60,000 (includes all applicable sales tax); and more
particularly described in Exhibit B
Records Retention Period Three (3) years, pursuant to Section

11.20 Item 9 Page 182 of 344
North Star Alliances, LLC
Services Agreement

______________________

SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND NORTH STAR

ALLIANCES, LLC FOR ECONOMIC AND REAL ESTATE DEVELOPMENT

STRATEGY CONSULTING SERVICES
This Agreement is made between the City of Vernon, a California charter City and California municipal corporation (“City”), and North Star Alliances, LLC, a California Limited Liability Company (“Contractor”).

The City and Contractor agree as follows:

1.0 EMPLOYMENT OF CONTRACTOR. City agrees to engage Contractor to perform the services as hereinafter set forth as authorized by the City Council on October 6, 2026.

2.0 SCOPE OF SERVICES.

2.1 Contractor shall perform all work necessary to complete the services set forth in the Contractor's proposal to the City ("Proposal") dated September 28, 2026 Exhibit “A”, a copy which is attached to and incorporated into this Agreement by reference.

2.2 All services shall be performed to the satisfaction of City.

2.3 All services shall be performed in a competent, professional, and satisfactory manner in accordance with the prevailing industry standards for such services.

3.0 PERSONNEL.

3.1 Contractor represents that it employs, or will employ, at its own expense, all personnel required to perform the services under this Agreement.

3.2 Contractor shall not subcontract any services to be performed by it under this Agreement without prior written approval of City.

3.3 All of the services required hereunder will be performed by Contractor or by City approved subcontractors. Contractor, and all personnel engaged in the work, shall be fully qualified and authorized or permitted under State and local law to perform such services and shall be subject to approval by the City.

Item 9 Page 183 of 344
North Star Alliances, LLC
Services Agreement

______________________

4.0 TERM. The term of this Agreement shall commence on July 1, 2026, and it shall continue until June 30, 2027, unless terminated at an earlier date pursuant to the provisions thereof.

5.0 COMPENSATION AND FEES.

5.1 Contractor has established rates for the City of Vernon which are comparable to and do not exceed the best rates offered to other governmental entities in and around Los Angeles County for the same services. For satisfactory and timely performance of the services, the City will pay Contractor in accordance with the payment schedule set forth in Exhibit “B” attached hereto and incorporated herein by reference.

5.2 Contractor's grand total compensation for the entire term of this Agreement, shall not exceed $60,000 without the prior authorization of the City, as appropriate, and written amendment of this Agreement.

5.3 Contractor shall, at its sole cost and expense, furnish all necessary and incidental labor, material, supplies, facilities, equipment, and transportation which may be required for furnishing services pursuant to this Agreement. Materials shall be of the highest quality. The above Agreement fee shall include all staff time and all clerical, administrative, overhead, insurance, reproduction, telephone, air travel, auto rental, subsistence, and all related costs and expenses.

5.4 City shall reimburse Contractor only for those costs or expenses specifically approved in this Agreement, or specifically approved in writing in advance by City. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Contractor:

5.4.1 The actual costs of subcontractors for performance of any of the services that Contractor agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement.

5.4.2 Approved reproduction charges.

5.4.3 Actual costs and/or other costs and/or payments specifically authorized in advance in writing and incurred by Contractor in the performance of this Agreement.

Item 9 Page 184 of 344
North Star Alliances, LLC
Services Agreement

______________________

5.5 Contractor shall not receive any compensation for extra work performed without the prior written authorization of City. As used herein, “extra work” means any work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the time of execution of this Agreement. Compensation for any authorized extra work shall be paid in accordance with the payment schedule as set forth in Exhibit “B,” if the extra work has been approved by the City.

5.6 Licenses, Permits, Fees, and Assessments. Contractor shall obtain, at Contractor’s sole cost and expense, such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement.

Contractor shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and which arise from or are necessary for the performance of the Services by this Agreement.

6.0 PAYMENT.

6.1 As scheduled services are completed, Contractor shall submit to the City an invoice for the services completed, authorized expenses, and authorized extra work actually performed or incurred according to said schedule.

6.2 Each such invoice shall state the basis for the amount invoiced, including a detailed description of the services completed, the number of hours spent, reimbursable expenses incurred and any extra work performed.

6.3 Contractor shall also submit a progress report with each invoice that describes in reasonable detail the services and the extra work, if any, performed in the immediately preceding calendar month.

6.4 Contractor understands and agrees that invoices which lack sufficient detail to measure performance will be returned and not processed for payment.

6.5 City will pay Contractor the amount invoiced within thirty (30) days after the City approves the invoice.

6.6 Payment of such invoices shall be payment in full for all services, Item 9 Page 185 of 344
North Star Alliances, LLC
Services Agreement

______________________
authorized costs, and authorized extra work covered by that invoice.

7.0 CITY'S RESPONSIBILITY. City shall cooperate with Contractor as may be reasonably necessary for Contractor to perform its services; and will give any required decisions as promptly as practicable so as to avoid unreasonable delay in the progress of Contractor's services.

8.0 COORDINATION OF SERVICES. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants, and other staff at all reasonable times.

9.0 INDEMNITY. Contractor agrees to indemnify City, its officers, elected officials, employees and agents against, and will hold and save each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein “claims or liabilities”), including but not limited to professional negligence, that may be asserted or claimed by any person, firm or entity arising out of or in connection with the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the acts or omissions of Contractor hereunder, or arising from Contractor’s performance of or failure to perform any term, provision, covenant or condition of this Agreement, except to the extent such claims or liabilities arise from the gross negligence or willful misconduct of City, its officers, elected officials, agents or employees.

10.0 INSURANCE. Contractor shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representative, or employees. The policies shall state that they afford primary coverage.

10.1 Automobile Liability Insurance – Primary insurance coverage shall be written on ISO Business Auto coverage form for all owned, hired, and non-owned automobiles or any auto. The policy shall have a combined single limit of not less than one million dollars ($1,000,000). If Contractor is transporting one or more nonemployee passengers in the performance of the services, the automobile liability policy Item 9 Page 186 of 344
North Star Alliances, LLC
Services Agreement

______________________
shall have a combined single limit of two million dollars ($2,000,000). If Contractor owns no autos, a hired, non-owned auto endorsement to the General Liability policy is acceptable.

10.1.1 Contractor agrees to subrogate automobile liability resulting from performance under this agreement by agreeing to defend, indemnify, and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the Contractor under the performance of the services. The City of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds and, under the Contractors’ policy, there shall be a waiver of subrogation, and the policy shall be primary and non-contributory and will not seek contribution from the City’s insurance.

10.2 Commercial General Liability Insurance – Contractor shall carry General Liability Insurance covering all operations performed by or on behalf of the Contractor providing coverage for bodily injury and property damage with a single limit of not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) general aggregate limit written on an Insurance Services Office (ISO) Comprehensive General Liability "occurrence" Form CG 00 01 or its equivalent for coverage on an occurrence basis. The City of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds with respect to liability arising out of the Contractor's performance of this Agreement. The additional insured coverage under the Contractor’s policy shall be primary and non-contributory and will not seek contribution from the City’s insurance.

The policy shall be endorsed to include a waiver of subrogation.

10.2.1 If Contractor intends to employ other contractors as part of the services rendered, the City must approve and will establish the appropriate insurance requirements.

10.2.2 Contractor agrees to subrogate General Liability resulting from performance under this agreement by agreeing to defend, indemnify, and hold Item 9 Page 187 of 344
North Star Alliances, LLC
Services Agreement

______________________
harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the Contractor under the performance of the services.

10.3 Professional Errors and Omissions Coverage in a sum of not less than one million dollars ($1,000,000), where such risk is applicable. Applicable aggregate must be identified and claims history provided to determine amounts remaining under the aggregates. Contractor shall maintain such coverage for at least one (1) year after the termination of this agreement.

10.4 Umbrella Liability Insurance – An umbrella (over primary) may be used to comply with limits or other primary coverage requirements. When used, the umbrella policy shall apply to bodily injury/property damage and personal injury/advertising injury and shall include a “dropdown” provision providing primary coverage for any liability not covered by the primary policy. The umbrella policy shall have no additional exclusion or coverage difference from the primary policy. The coverage shall also apply to automobile liability.

10.5 Workers’ Compensation/Employers Liability - Contractor shall comply with the applicable sections of the California Labor Code concerning workers' compensation for injuries on the job. Compliance is accomplished in one of the following manners:

10.5.1 Provide a copy of the permissive self-insurance certificate approved by the State of California; or

10.5.2 Secure and maintain in force a policy of workers' compensation insurance with statutory limits and Employer's Liability Insurance with a limit of one million dollars ($1,000,000) per accident. The policy shall be endorsed to waive all rights of subrogation against City, its directors, commissioners, officers, employees, and volunteers for losses arising from performance of this Agreement or

10.5.3 If Contractor has no employees, it may certify or warrant to the City that it does not currently have any employees or individuals who are defined as “employees” under the Labor Code, and the requirement for Workers’ Compensation coverage will be waived by completing the waiver form provided by the City.

Item 9 Page 188 of 344
North Star Alliances, LLC
Services Agreement

______________________

10.6 If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

10.7 Each insurance policy included in this clause shall be endorsed to state that coverage shall not be cancelled except after thirty (30) days prior written notice to City.

10.8 Insurance shall be placed with insurers with an A.M. Best rating of no less than A-VIII. Any self-insured retention or deductible in excess of $25,000 must be approved in advance by the City. Any policies written on a claims-based basis must include a minimum of a 3-year tail.

10.9 Prior to the commencement of performance, Contractor shall furnish City with a certificate of insurance for each policy. Each certificate is to be signed by a person authorized by that insurer to evidence coverage on its behalf. The certificate(s) must be in a form approved by City. City may require complete, certified copies of any or all policies upon request.

10.10 Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Contractor shall immediately notify City and cease all performance under this Agreement until further directed by the City. In the absence of satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection rights for premiums, attorney's fees, and costs against Contractor by way of set-off or recoupment from sums due to Contractor, at City's option; (b) immediately terminate this Agreement and seek damages from the Agreement resulting from said breach; or (c) self-insure the risk, with all damages and costs incurred, by judgment, settlement or otherwise, including attorney's fees and costs, being collectible from Contractor, by way of set-off or recoupment from any sums due to Contractor.

11.0 GENERAL TERMS AND CONDITIONS.

11.1 INDEPENDENT CONTRACTOR.

Item 9 Page 189 of 344
North Star Alliances, LLC
Services Agreement

______________________

11.1.1 It is understood that in the performance of the services herein provided for, Contractor shall be, and is, an independent contractor, and is not an agent, officer or employee of City and shall furnish such services in its own manner and method except as required by this Agreement, or any applicable statute, rule, or regulation. Further, Contractor has and shall retain the right to exercise full control over the employment, direction, compensation and discharge of all persons employed by Contractor in the performance of the services hereunder. City assumes no liability for Contractor’s actions and performance, nor assumes responsibility for taxes, bonds, payments, or other commitments, implied or explicit, by or for Contractor. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its employees, subcontractors and independent contractors, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.

11.1.2 Contractor acknowledges that Contractor and any
subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be considered employees of the City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits.

11.2 CONTRACTOR NOT AGENT. Except as the City may authorize in writing, Contractor and its subcontractors shall have no authority, express or implied, to act on behalf of or bind the City in any capacity whatsoever as agents or otherwise.

11.3 OWNERSHIP OF WORK. All documents and materials furnished by the City to Contractor shall remain the property of the City and shall be returned to the City upon termination of this Agreement. All reports, drawings, plans, specifications, computer tapes, floppy disks and printouts, studies, memoranda, computation sheets, and other documents prepared by Contractor in furtherance of the work shall be the sole property of City and shall be delivered to City whenever requested at no additional cost to the City. Contractor shall keep such documents and materials on file and available for audit by the City for at least three (3) years after completion or earlier Item 9 Page 190 of 344
North Star Alliances, LLC
Services Agreement

______________________
termination of this Agreement. Contractor may make duplicate copies of such materials and documents for its own files or for such other purposes as may be authorized in writing by the City.

11.4 CORRECTION OF WORK. Contractor shall promptly correct any defective, inaccurate or incomplete tasks, deliverables, goods, services and other work, without additional cost to the City. The performance or acceptance of services furnished by Contractor shall not relieve the Contractor from the obligation to correct subsequently discovered defects, inaccuracy, or incompleteness.

11.5 RESPONSIBILITY FOR ERRORS. Contractor shall be responsible for its work and results under this Agreement. Contractor, when requested, shall furnish clarification and/or explanation as may be required by the City, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Contractor occurs, then Contractor shall, at no cost to City, provide all necessary design drawings, estimates and other Contractor professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.

11.6 WAIVER. The City's waiver of any term, condition, breach, or default of this Agreement shall not be considered to be a waiver of any other term, condition, default or breach, nor of a subsequent breach of the one waived. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and executed by a duly authorized representative of the party against whom enforcement of a waiver is sought.

11.7 SUCCESSORS. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective heirs, successors, and/or assigns.

11.8 NO ASSIGNMENT. Contractor shall not assign or transfer this Agreement or any rights hereunder without the prior written consent of the City and approval by the City Attorney, which may be withheld in the City's sole discretion. Any Item 9 Page 191 of 344
North Star Alliances, LLC
Services Agreement

______________________
unauthorized assignment or transfer shall be null and void and shall constitute a material breach by the Contractor of its obligations under this Agreement. No assignment shall release the original parties from their obligations or otherwise constitute a novation.

11.9 COMPLIANCE WITH LAWS. Contractor shall comply with all Federal, State, County and City laws, ordinances, rules and regulations, which are, as amended from time to time, incorporated herein and applicable to the performance hereof. Violation of any law material to performance of this Agreement shall entitle the City to terminate the Agreement and otherwise pursue its remedies. Further, if the Contractor performs any work knowing it to be contrary to such laws, rules, and regulations Contractor shall be solely responsible for all costs arising therefrom.

11.10 ATTORNEY'S FEES. If any action at law or in equity is brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled.

11.11 INTERPRETATION.

11.11.1 Applicable Law. This Agreement shall be deemed an agreement and shall be governed by and construed in accordance with the laws of the State of California. Contractor agrees that the State and Federal courts which sit in the State of California shall have exclusive jurisdiction over all controversies and disputes arising hereunder, and submits to the jurisdiction thereof.

11.11.2 Entire Agreement. This Agreement, including any exhibits attached hereto, constitutes the entire agreement and understanding between the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings, correspondence, documentation, and agreements (written or oral).

11.11.3 Written Amendment. This Agreement may only be
changed by written amendment executed by Contractor and the City Administrator or other authorized representative of the City, subject to any requisite authorization by the Item 9 Page 192 of 344
North Star Alliances, LLC
Services Agreement

______________________
City Council. Any oral representations or modifications concerning this Agreement shall be of no force or effect.

11.11.4 Severability. If any provision in this Agreement is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed from this Agreement, and the remaining provisions shall nevertheless continue in full force and effect as fully as though such invalid, illegal, or unenforceable portion had never been part of this Agreement.

11.11.5 Order of Precedence. In case of conflict between the terms of this Agreement and the terms contained in any document attached as an Exhibit or otherwise incorporated by reference, the terms of this Agreement shall strictly prevail.

11.11.6 Construction. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning.

There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

11.12 TIME OF ESSENCE. Time is strictly of the essence of this agreement and each and every covenant, term, and provision hereof.

11.13 AUTHORITY OF CONTRACTOR. The Contractor hereby
represents and warrants to the City that the Contractor has the right, power, legal capacity, and authority to enter into and perform its obligations under this Agreement, and its execution of this Agreement has been duly authorized.

11.14 ARBITRATION OF DISPUTES. Any dispute for under $25,000 arising out of or relating to the negotiation, construction, performance, non-performance, breach, or any other aspect of this Agreement, shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association at Los Angeles, California and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. The City does not waive its right to object to the timeliness or sufficiency of any claim filed or required to be filed against the City and reserves the right to conduct full discovery.

Item 9 Page 193 of 344
North Star Alliances, LLC
Services Agreement

______________________

11.15 NOTICES. Any notice or demand to be given by one party to the other must be given in writing and by personal delivery or prepaid first-class, registered or certified mail, addressed as follows. Notice simply to the City of Vernon or any other City department is not adequate notice.

If to the City:

City of Vernon
Attention: Brian Saeki, City Administrator
4305 Santa Fe Avenue
Vernon, CA 90058
If to the Contractor:

North Star Alliances, LLC
Attention: Ernesto Morales, Chief Executive Officer
2629 Foothill Blvd., #345
La Crescenta, CA 91214
Any such notice shall be deemed to have been given upon delivery, if personally delivered, or, if mailed, upon receipt, or upon expiration of three (3) business days from the date of posting, whichever is earlier. Either party may change the address at which it desires to receive notice upon giving written notice of such request to the other party.

11.16 NO THIRD PARTY RIGHTS. This Agreement is entered into for the sole benefit of City and Contractor and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right or remedy in, under, or to this Agreement.

11.17 TERMINATION FOR CONVENIENCE (Without Cause). City may terminate this Agreement in whole or in part at any time, for any cause or without cause, upon fifteen (15) calendar days' written notice to Contractor. If the Agreement is thus terminated by City for reasons other than Contractor's failure to perform its obligations, City shall pay Contractor a prorated amount based on the services satisfactorily completed and accepted prior to the effective date of termination. Such payment shall be Contractor's exclusive remedy for termination without cause.

Item 9 Page 194 of 344
North Star Alliances, LLC
Services Agreement

______________________

11.18 DEFAULT. In the event either party materially defaults in its obligations hereunder, the other party may declare a default and terminate this Agreement by written notice to the defaulting party. The notice shall specify the basis for the default. The Agreement shall terminate unless such default is cured before the effective date of termination stated in such notice, which date shall be no sooner than ten (10) days after the date of the notice. In case of default by Contractor, the City reserves the right to procure the goods or services from other sources and to hold the Contractor responsible for any excess costs occasioned to the City thereby. Contractor shall not be held accountable for additional costs incurred due to delay or default as a result of Force Majeure. Contractor must notify the City immediately upon knowing that non-performance or delay will apply to this Agreement as a result of Force Majeure. At that time Contractor is to submit in writing a Recovery Plan for this Agreement. If the Recovery Plan is not acceptable to the City or not received within 10 days of the necessary notification of Force Majeure default, then the City may cancel this order in its entirety at no cost to the City, owing only for goods and services completed to that point.

11.19 TERMINATION FOR CAUSE. Termination for cause shall relieve the terminating party of further liability or responsibility under this Agreement, including the payment of money, except for payment for services satisfactorily and timely performed prior to the service of the notice of termination, and except for reimbursement of (1) any payments made by the City for service not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by the City in obtaining substitute performance. If this Agreement is terminated as provided herein, City may require, at no additional cost to City, that Contractor provide all finished or unfinished documents, data, and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request.

11.19.1 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms Item 9 Page 195 of 344
North Star Alliances, LLC
Services Agreement

______________________
and in such manner as it may determine appropriate, services similar to those terminated.

11.20 MAINTENANCE AND INSPECTION OF RECORDS.

The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the Contractor's records to the extent the City deems necessary to insure it is receiving all money to which it is entitled under the Agreement and/or is paying only the amounts to which Contractor is properly entitled under the Agreement or for other purposes relating to the Agreement.

The Contractor shall maintain and preserve all such records for a period of at least three (3) years after termination of the Agreement.

The Contractor shall maintain all such records in the City of Vernon.

If not, the Contractor shall, upon request, promptly deliver the records to the City of Vernon or reimburse the City for all reasonable and extra costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, such additional (out of the City) expenses for personnel, salaries, private auditors, travel, lodging, meals, and overhead.

11.21 CONFLICT. Contractor hereby represents, warrants, and certifies that no member, officer, or employee of the Contractor is a director, officer, or employee of the City of Vernon, or a member of any of its boards, commissions, or committees, except to the extent permitted by law.

11.22 HEADINGS. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

11.23 ENFORCEMENT OF WAGE AND HOUR LAWS. Eight hours labor constitutes a legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the respective Contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 Item 9 Page 196 of 344
North Star Alliances, LLC
Services Agreement

______________________
through 1815 of the California Labor Code as a penalty paid to the City; provided, however, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than 1½ times the basic rate of pay.

11.24 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES. Contractor certifies and represents that, during the performance of this Agreement, it and any other parties with whom it may subcontract shall adhere to equal employment opportunity practices to assure that applicants, employees and recipients of service are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition, sexual orientation or marital status. Contractor further certifies that it will not maintain any segregated facilities.

Contractor further agrees to comply with The Equal Employment Opportunity Practices provisions as set forth in Exhibit “C”.
[Signatures Begin on Next Page].

Item 9 Page 197 of 344
North Star Alliances, LLC
Services Agreement

______________________
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Commencement Date stated on the cover page.

City of Vernon, a California charter City
and California municipal corporation
By: ____________________________
Brian Saeki, City Administrator
North Star Alliances, LLC, a California
Limited Liability Company
By:

Name:

Title:

ATTEST:
_______________________________
Genoveva Rocha, City Clerk
APPROVED AS TO FORM:
_______________________________
Zaynah Moussa-Milward
City Attorney
Item 9 Page 198 of 344
North Star Alliances, LLC
Services Agreement

______________________

EXHIBIT A

CONTRACTOR'S PROPOSAL
Item 9 Page 199 of 344

Scope of Services
Client: The BIG 4
Project: Phase 2 - Activation, Awareness, Partnership Development, Business Attraction & Growth Prepared by: North Star Alliances (NSA)
Program Overview
Phase 1 successfully established the BIG 4 platform, creating a unified regional identity, communications foundation, digital presence, marketing assets, stakeholder awareness, and market visibility for the Cities of Commerce, Industry, Santa Fe Springs, and Vernon.

Through the development of the BIG 4 brand, participation in key industry conferences, launch of the BIG 4 Summit, targeted outreach efforts, strategic communications initiatives, and business attraction activities, the participating cities have established a strong foundation for long-term economic development collaboration and regional competitiveness.

As originally envisioned, many Phase 2 activities are already underway through business attraction efforts, stakeholder engagement, strategic partnerships, investor outreach, broker education, conference participation, and regional marketing initiatives. The purpose of Phase 2 is to build upon that foundation and transform awareness into action, relationships into opportunities, and opportunities into measurable economic development outcomes.

Phase 2 focuses on activating the infrastructure established during Phase 1 through coordinated communications, business attraction initiatives, stakeholder engagement, strategic partnerships, city-specific economic development marketing, and ongoing program management.

Success will be measured not only by increased visibility and engagement, but also by the development of strategic partnerships, business attraction opportunities, investment activity, tenant attraction, business recruitment, and economic development outcomes throughout the BIG 4 region.

The BIG 4 Economic Development Model
The BIG 4 initiative is built upon three integrated partners that work together to create a competitive advantage for the participating cities
Project Team Roles
City Leadership
The Cities of Commerce, Industry, Santa Fe Springs, and Vernon provide the leadership, vision, policy direction, incentive programs, streamlined processes, and economic development priorities that create an attractive environment for business growth, investment, and regional collaboration.

North Star Alliances (NSA)
NSA provides project management, strategic communications, stakeholder engagement, partnership development, relationship management, business attraction support, investor engagement coordination, industry outreach, and program activation services that increase regional visibility, cultivate strategic partnerships, generate business opportunities, and advance the long-term goals and sustainability of the BIG 4 initiative.

North Star Alliances, LLC
Services Agreement

______________________
Final Scope Received: September 28, 2026
Item 9 Page 200 of 344

Why Phase 2?
Phase 1 focused on building the platform. Phase 2 focuses on activating the platform.

The BIG 4 has established regional visibility, industry awareness, strategic relationships, marketing infrastructure, and foundational economic development resources. Continued activation is necessary to capitalize on that momentum, strengthen relationships, cultivate new opportunities, and support measurable economic development outcomes.

The long-term success of the BIG 4 depends not only on marketing and awareness, but also on sustained relationship development, investor engagement, industry outreach, business attraction efforts, and strategic coordination among public and private sector stakeholders.

Phase 2 is designed to provide the structure, expertise, communications, relationships, and economic development resources necessary to support those efforts over the next two years.

Phase 2 Program Components
The BIG 4 Phase 2 Program is organized around six integrated components designed to transform the awareness, relationships, and infrastructure established during Phase 1 into measurable economic development outcomes.

1. Communications & Brand Activation

2. Strategic Partnerships, Stakeholder Engagement & Industry Activation

3. Business Attraction & Opportunity Development

4. City Economic Development Marketing

5. Program Sustainability & Revenue Generation

6. Program Management & Reporting
Each component leverages the combined expertise of the participating cities and North Star Alliances (NSA) to advance regional competitiveness, attract investment, cultivate strategic partnerships, and support business growth throughout the BIG 4 region.

Component 1: Communications & Brand Activation
Objective
Maintain and expand the visibility, credibility, and influence of the BIG 4 through strategic communications, media relations, thought leadership, content development, and brand management efforts that reinforce the region's competitive advantages and economic development goals.

NSA Lead Activities
• Strategic communications planning and implementation
• Media relations and earned media outreach
• Press releases, media advisories, and announcement support • Social media management and content development
• Website content development and maintenance
• Executive positioning and thought leadership support
• Conference and event communications
• Development and promotion of BIG 4 success stories and investment announcements • Press conferences and media events
North Star Alliances, LLC
Services Agreement

______________________
Item 9 Page 201 of 344

Collaborative Activities
• Economic development storytelling
• Industry thought leadership
• Conference presentations
• Regional economic development campaigns
Deliverables
• Communications and media relations program
• Press releases and media advisories
• Website and digital content
• Social media campaigns
• Success story and economic impact communications
• Business attraction announcements
• Communications performance reports
Component 2: Strategic Partnerships, Stakeholder Engagement & Industry Activation Objective
Build, strengthen, and activate the ecosystem of relationships necessary to support long-term economic development, business attraction, investment, and regional competitiveness.

NSA Lead Activities
• Relationship cultivation and stakeholder engagement
• Coordination with organizations such as LAEDC, NAIOP, Ports of Los Angeles and Long Beach, Union Pacific, Supply Chain Federation, workforce development organizations, and other strategic stakeholders • Stakeholder outreach and relationship management
• Roundtables, convenings, and industry engagement activities • Sponsorship and partnership development
• Stakeholder communications and engagement materials
• Identification of strategic partnership opportunities Collaborative Activities
• Investor tours and familiarization visits
• Industry delegations and executive briefings
• Public-private partnership development
• Economic development partnerships
• Funding and sustainability initiatives
• Stakeholder events and activations
Deliverables
• Stakeholder engagement program
• Strategic partner database and tracking
• Investor tours and familiarization visits
• Executive briefings and presentations
• Partnership development reports
• Sponsorship and funding opportunities
• Strategic partnership activation plans
North Star Alliances, LLC
Services Agreement

______________________
Item 9 Page 202 of 344

Component 3: Business Attraction & Opportunity Development Objective
Develop and advance a pipeline of business attraction, investment, development, and economic growth opportunities throughout the BIG 4 region.

NSA Lead Activities
• Broker engagement and educational webinars
• Industry outreach and relationship cultivation
• Investor and developer engagement support
• Conference activation and follow-up
• Lead generation campaigns
• Opportunity identification and tracking
• Business attraction messaging and outreach materials
• Coordination of introductory meetings and follow-up activities • Target industry identification and prioritization
• Prospect pipeline management and reporting
Collaborative Activities
• Investor recruitment initiatives
• Business attraction campaigns
• Site visits and property tours
• Opportunity evaluation and advancement
• Economic development presentations
• Investor and developer meetings
• Recruitment strategy development
Deliverables
• Broker webinar program
• Business attraction campaigns
• Investor and developer outreach materials
• Opportunity pipeline reports
• Target industry assessments
• Property positioning recommendations
• Site readiness analyses
• Business attraction performance reports
• Lead and opportunity tracking reports
Component 4: City Economic Development Marketing
Objective
Promote the unique strengths, opportunities, industries, and competitive advantages of each BIG 4 city through coordinated economic development marketing initiatives that support business attraction, investment, tenant recruitment, and regional competitiveness.

North Star Alliances, LLC
Services Agreement

______________________
Item 9 Page 203 of 344

NSA Lead Activities
• Development and maintenance of BIG 4-aligned economic development webpages for each city • Creation of city-specific investment attraction content • Development and maintenance of economic development marketing collateral • Success story and case study development
• Property and opportunity marketing support
• Content development highlighting city assets, industries, infrastructure, workforce, and business advantages • Digital marketing support
• Coordination with city staff regarding content updates, priorities, and opportunities • Development of city-specific promotional assets and presentations • Economic development storytelling and content creation • Marketing support for business attraction and recruitment initiatives Collaborative Activities
• Development of city-specific economic development strategies • Property marketing initiatives
• Investment attraction campaigns
• Target industry recruitment efforts
• Business retention and expansion support
• Development of city-specific messaging and positioning frameworks • Investor-facing marketing materials and presentations Deliverables
• BIG 4-aligned economic development webpages
• City-specific economic development collateral
• Investment attraction materials
• Success stories and case studies
• Property marketing assets
• Industry and market positioning materials
• Economic development presentations
• City-specific marketing campaigns
• Digital content and promotional materials
• Marketing performance reports
Component 5: Program Sustainability & Revenue Generation Objective
Develop and implement a long-term revenue generation strategy that establishes the BIG 4 as a financially sustainable regional economic development initiative through strategic partnerships, sponsorships, and affiliate organizations. The objective is to build the program infrastructure during year one, enabling full implementation and expansion in year two.

NSA Lead Activities
• Research best practices and comparable affiliate partnership programs • Develop a comprehensive Affiliate Partner Program framework • Establish partnership levels, benefits, and participation opportunities • Create sponsorship packages and partnership materials • Develop the communications and marketing strategy
• Identify prospective partners, sponsors, and funding opportunities • Conduct partner outreach and business development
North Star Alliances, LLC
Services Agreement

______________________
Item 9 Page 204 of 344

• Secure partnership and sponsorship commitments
• Manage partner onboarding, fulfillment, and communications • Integrate partners into BIG 4 programs, events, and initiatives • Evaluate additional revenue generation opportunities
Collaborative Activities
• Identify prospective partners and sponsorship opportunities • Review partnership priorities and funding strategies
• Refine the Affiliate Partner Program.
• Coordinate partner engagement across participating cities Deliverables
• Affiliate Partner Program
• Sponsorship & Affiliate Revenue
• Partnership & Sponsorship Framework
• Partnership Benefits Guide
• Sponsorship Marketing Materials
• Target Partner Prospect List
• Executed Partnership Agreements
• Partner Management & Fulfillment Program
• Annual Revenue Generation Report
• Network of Strategic Partners & BIG 4 Advocates
Component 6: Program Management & Reporting
Objective
Provide strategic oversight, coordination, performance measurement, and program administration necessary to ensure successful implementation of the BIG 4 initiative and alignment among participating cities, partners, stakeholders, and economic development activities.

NSA Lead Activities
• Program administration and coordination
• Cross-city communication and collaboration support
• Stakeholder coordination and engagement management
• Meeting planning, facilitation, and follow-up
• Development and maintenance of project work plans and implementation schedules • Lead and opportunity tracking
• Strategic partnership tracking and reporting
• Activity and performance reporting
• Coordination of initiatives, and timelines
• Documentation, meeting summaries, and action tracking • Strategic planning support
• Sustainability planning and funding opportunity coordination Collaborative Activities
• Annual strategic planning and goal setting
• Program performance reviews
• Opportunity pipeline reviews
• Partnership and stakeholder evaluations
North Star Alliances, LLC
Services Agreement

______________________
Item 9 Page 205 of 344

• Sustainability and funding strategy development
• Identification of future initiatives and growth opportunities • Continuous improvement planning
• Development of annual priorities and implementation strategies Deliverables
• Monthly coordination meetings
• Quarterly program performance reports
• Lead and opportunity pipeline reports
• Strategic partnership tracking reports
• Meeting summaries and action logs
• Annual program review and recommendations
• Economic development performance summaries
• Sustainability and funding strategy recommendations
Optional City-Specific Services
While the core Phase 2 Program is designed to advance the collective goals of the BIG 4 initiative, participating cities may elect to pursue additional city-specific economic development, business attraction, marketing, or strategic planning initiatives based on individual priorities and opportunities.

The following services may be authorized separately and implemented on an as-needed basis.

1. Conference & Industry Event Activation
Objective
Expand city visibility and business attraction efforts through participation in industry conferences, trade shows, and targeted economic development events.

Potential Services
• Conference strategy development
• Event planning and coordination
• Meeting scheduling and prospect engagement
• Marketing collateral development
• Conference activation support
• Post-event follow-up and reporting
Potential Deliverables
• Conference activation plans
• Meeting schedules
• Marketing materials
• Post-event summaries and recommendations

2. Economic Development Website & Marketing Enhancements Objective
Further develop city-specific economic development marketing resources that support investment attraction and business recruitment objectives.

North Star Alliances, LLC
Services Agreement

______________________
Item 9 Page 206 of 344
Potential Services
• Dedicated economic development webpages
• Interactive site and property content
• Industry-specific landing pages
• Enhanced investment attraction materials
• Video and digital content development
• Case studies and success stories
• Property marketing campaigns
Potential Deliverables
• Website enhancements
• Marketing collateral
• Digital content
• Investment attraction campaigns
• Property marketing assets

3. Property & Development Opportunity Analysis
Objective
Provide targeted analysis and strategic recommendations for priority sites, development opportunities, redevelopment areas, and investment-ready properties within a participating city.

Potential Services
• Property and tenant analytics
• Site readiness evaluations
• Development opportunity assessments
• Highest and best use analysis
• Market feasibility reviews
• Investment attraction recommendations
• Property positioning strategies
• Site-specific marketing recommendations
• Development prospect identification
Potential Deliverables
• Site analysis reports
• Development opportunity assessments
• Property positioning recommendations
• Market and feasibility summaries
• Investment attraction strategies

4. Investor Recruitment & Familiarization Tours
Objective
Introduce prospective investors, developers, brokers, site selectors, and industry representatives to opportunities within a participating city through customized engagement activities.

Potential Services
• Investor recruitment support
• Site tours and familiarization visits
North Star Alliances, LLC
Services Agreement

______________________
Item 9 Page 207 of 344

• Property showcases
• Executive briefings
• Investor presentations
• Stakeholder meetings
• Opportunity assessments
• Follow-up coordination
Potential Deliverables
• Investor tour itineraries
• Property briefing materials
• Investor presentations
• Follow-up reports and recommendations

5. Strategic Economic Development Studies & Planning
Objective
Provide focused economic development planning, research, and strategic advisory services to support long-term city priorities and economic development initiatives.

Potential Services
• Economic development strategy development
• Market assessments
• Industry analyses
• Economic impact evaluations
• Competitive positioning reviews
• Opportunity assessments
• Strategic planning workshops
• Policy and incentive evaluations
Potential Deliverables
• Strategic planning documents
• Economic development studies
• Market reports
• Industry assessments
• Policy recommendations
Proposed Schedule & Cost Proposal
Program Term
The proposed Phase 2 Program shall commence upon authorization by the participating cities and continue for a period of twenty-four (24) months with a review at the twelve month mark. Should the scope or scale of the project increase materially, the compensation for the project will be reviewed after the first year and adjusted as appropriate, subject to mutual agreement between the parties.

As outlined throughout this Scope of Work, many Phase 2 activities are already underway through business attraction initiatives, stakeholder engagement efforts, strategic partnership development, conference participation, investor outreach, broker education programs, and regional marketing activities. Phase 2 formalizes and expands these efforts into a coordinated economic development activation program designed to support long-term growth and measurable outcomes throughout the BIG 4 region.

North Star Alliances, LLC
Services Agreement

______________________
Item 9 Page 208 of 344

Fee Structure
Work applies collectively to all four (4) cities and includes the General BIG 4 Scope of Work outlined herein. Billing shall be based on actual services performed and invoiced monthly.

North Star Alliances (NSA)
Components 1-6 Monthly Cost Per City
Ongoing Program (Year-Round) $5,000
Total Annual Investment Per City: $60,000
Opt-In Services
Opt-In Services shall be authorized individually by each city on an as-requested and as-needed basis.

Prior to commencing any Opt-In work, North Star Alliances shall provide a written scope, schedule, and cost estimate for review and approval.

Other Considerations
• North Star Alliances (NSA) shall work collaboratively with participating cities to efficiently deliver the services outlined in this Scope of Work while making every effort to maximize value and minimize unnecessary project expenses.
• Services identified within the General BIG 4 Scope of Work are intended to provide ongoing program support throughout the contract term. Actual work activities and priorities may be adjusted by mutual agreement to respond to evolving opportunities, economic development priorities, or emerging project needs. • Optional City-Specific Services shall be authorized individually by each participating city. A written scope, schedule, and cost estimate will be provided and approved prior to commencement of any optional work. • Printing, advertising, venue expenses, sponsorship costs, third-party consultant services, and other project-related expenses are not included unless specifically identified within the approved scope of work. All reimbursable expenses require prior written client authorization.
• NSA services included within the General BIG 4 Scope of Work shall be provided under the agreed-upon monthly professional services retainer. Optional City-Specific Services outside the General Scope will be separately scoped and approved prior to commencement.
• Consulting fees are subject to reasonable annual adjustments upon mutual agreement of the parties. • Either party may terminate this Agreement at any time by providing written notice to the other party in accordance with the terms of the Professional Services Agreement.

North Star Alliances, LLC
Services Agreement

______________________
Item 9 Page 209 of 344
North Star Alliances, LLC
Services Agreement

______________________

EXHIBIT B

SCHEDULE
Monthly Billing for Services Rendered
Billing shall be based on actual services performed and invoiced monthly.

The engagement schedule is structured as a retainer agreement with monthly installments of up to $5,000.00 per month and not-to-exceed $60,000 for a twelvemonth period. Consultant shall invoice the City of Vernon on a monthly basis for services rendered during the preceding billing period. Monthly invoices will reflect work performed, deliverables completed, and any approved reimbursable costs.

Opt-In Services
The City may elect to pursue additional city-specific economic development, business attraction, marketing, or strategic planning initiatives based on individual priorities and opportunities. Such Opt-In Services shall be authorized by the City on an as-requested and as-needed basis. Prior to commencing any Opt-In work, North Star Alliances shall provide a written scope, schedule, and cost estimate for review and approval.

Item 9 Page 210 of 344
North Star Alliances, LLC
Services Agreement

______________________

EXHIBIT C

EQUAL EMPLOYMENT OPPORTUNITY

PRACTICES PROVISIONS
A. Contractor certifies and represents that, during the performance of this Agreement, the contractor and each subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. Contractor further certifies that it will not maintain any segregated facilities.

B. Contractor agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of Contractor, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age.

C. Contractor agrees that it shall, if requested to do so by the City, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class.

D. Contractor agrees to provide the City with access to, and, if requested to do so by City, through its awarding authority, provide copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law.

E. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law.

Item 9 Page 211 of 344
City Council Agenda Report
Meeting Date: October 6, 2026
From: Brian Saeki, City Administrator
Department: City Administration
Submitted by: Sara Sandoval, Management Analyst
Subject
Report on Contract Amendment Approved by the City Administrator Recommendation
Receive and file the report on Amendment No. 1 to the Services Agreement with DEODATE Corporation in the amount of $16,875, as approved by the City Administrator pursuant to Vernon Municipal Code Section 3.32.110(B)(2), to accommodate ongoing work for Phase 1 of the BIG 4 initiative.

Background
On September 16, 2025, the City Council approved a Memorandum of Understanding (MOU) between the Cities of Commerce, Santa Fe Springs, Industry, and Vernon, now known as the “BIG 4” to unite efforts to advocate for shared priorities and the unique needs and benefits that the region's industrial and commercial activities provide to Los Angeles County and the State of California. As part of the MOU, The BIG 4 agreed to utilize the firms of DEODATE Corporation and North Star Alliances (NSA) to assist with formulating and executing a collective economic and real estate development strategy.

Accordingly, on November 1, 2025, the City entered into a Services Agreement with DEODATE to provide Vernon-specific consulting services supporting Phase 1 of the BIG 4 efforts. The City Administrator entered into the agreement pursuant to his authority under Vernon Municipal Code (VMC) Section 3.32.110(B)(2), which allows contracts to be exempt from competitive selection requirements when the best interests of the City are served by a direct award without a competitive selection process. The City Administrator determined that a direct award to DEODATE was in the City's best interest given Vernon's participation in the BIG 4 coalition and the importance of utilizing the same consulting team as the other coalition cities. This approach also provided greater efficiency and cost-effectiveness. The original agreement was for a oneyear term beginning November 1, 2025, structured as a monthly retainer with installments of up to $21,750 per month and a total not-to-exceed amount of $76,125.

Prior to the Amendment, the City paid DEODATE a total of $66,412.71 under the agreement.

Although monthly billings remained below the $21,750 monthly limit, additional funding was necessary to cover remaining services during the contract term. Based on invoices that were pending for May and July 2026, with June 2026 already paid, as well as anticipated billing for August 2026, Amendment No. 1 increased the agreement's total not-to-exceed amount by $16,875, bringing the total contract amount to $93,000. The amendment allowed DEODATE to continue providing the Vernon-specific technical, real estate, and economic development services necessary to support The BIG 4 initiative through the remaining term of the existing agreement for Phase 1. Amendment No. 1 was also approved by the City Administrator pursuant to the bests interests of the City given the work pertaining to the BIG 4 initiative. This report regarding approval of the Amendment is provided to City Council as required by VMC Section

3.32.110(B)(3).

Item 10 Page 212 of 344
A separate agreement with DEODATE for Phase 2 of the work associated with the BIG 4 initiative is being presented to the City Council for consideration and approval.

Strategic Plan Goals
Goal 2: Promote Economic Growth and Revenue Generation
Fiscal Impact
The fiscal impact of Amendment No. 1 is $16,875, bringing the total not-to-exceed amount of the Services Agreement with DEODATE to $93,000. Sufficient funds were available in Account No. 011-010-150-529215 for Fiscal Years 2025-26 and 2026-27 to cover the amendment.

Attachments
None.

Item 10 Page 213 of 344
City Council Agenda Report
Meeting Date: October 6, 2026
From: Brian Saeki, City Administrator
Department: City Administration
Submitted by: Diana Figueroa, Communications and Public Information Manager Subject
Services Agreement with Tripepi Smith & Associates, Inc. for Strategic Marketing and Communications
Recommendation
Approve and authorize the City Administrator to execute a Professional Services Agreement with Tripepi Smith & Associates, Inc., in substantially the same form as submitted, for strategic marketing and communications for a total amount not-to-exceed $150,000, for a one-year term (with an option to extend the agreement for two additional one-year terms).

Background
The City requires the partnership of a qualified firm to provide strategic marketing and communications support and crisis management services for the City. Staff will leverage the firm’s extensive experience in the areas of strategic tactics for brand-consistent messaging, planning and management of content for various forms of media platforms, optimization of communication tools and methods, proactive creation of positive news coverage for the City, production of creative promotional materials, and crisis communication services when necessary.

Under the direction of the City Administrator and the Communications and Public Information Manager, the firm will support efforts to effectively disseminate useful information to Vernon stakeholders and community members, prospective residents and businesses, and policy makers.

Pursuant to Vernon Municipal Code Sections 3.32.080 and 3.32.130 respectively, a Request for Proposals (RFP) was issued on June 10, 2026 via Planet Bids, an online platform designed to reach a multitude of prospective vendors, and was also emailed directly to a total of six organizations with responses due by June 30, 2026. The proposed scope of services within the RFP was designed to target the specific deliverables required to meet the City’s communication needs. A total of six proposals were received, with five submitted by the deadline and deemed responsive to the RFP. Subsequently, a panel comprised of internal staff from various departments conducted a comprehensive, fair, and impartial evaluation of the proposals in accordance with the specifications set forth within the RFP to determine the firm best suited to provide strategic marketing and communications support services.

After thorough review, Tripepi Smith & Associates, Inc. (Tripepi) has been selected to perform the necessary work based on a combination of demonstrated competence, professional qualifications, and cost. Tripepi has extensive experience with strategic messaging, brand optimization, media relations, crisis communications, has worked with other municipalities (particularly those among the Gateway Cities), and expressed a clear understanding of the City’s needs. Tripepi’s proposal detailed relevant deliverables and proposed a reasonable cost structure to enable efficient coverage across multiple service areas. Tripepi is well-equipped to assume the role necessary to address the scope of services identified in the City’s RFP.

Some highlights of the proposed Services Agreement with Tripepi are as follows:

Item 11 Page 214 of 344
• One-year term to assess cost alignment with budget and City goals, and an option to extend agreement for two additional one-year terms
• Ability to expand and contract services as needed
• Broad range of service offerings provides ample coverage and allows the City to address various priorities
• Hybrid cost structure that offers flexibility – a retainer for regular, routine work and room to accommodate individual projects or assignments on an as-needed-basis • Robust full-service firm allows for efficient, expedient turnaround on deliverables • Team of experts with access to partner entities that will extend media reach and support Vernon’s goal to strengthen credibility and elevate the City’s brand and reputation It is recommended that City Council approve and authorize the City Administrator to execute a services agreement with Tripepi for a one-year term. Pursuant to VMC Section 3.32.030(A), City Council approval is required for the proposed agreement, as the total value of the contract exceeds $100,000.

The Services Agreement with Tripepi has been reviewed and approved as to form by the City Attorney’s Office.

Strategic Plan Goals
Goal 1: Strengthen City Credibility and Partnerships
Fiscal Impact
The fiscal impact is not-to-exceed $150,000. With the integration of the new firm’s services, staff anticipate using less than budgeted for its existing contract for strategic marketing and rebranding. Sufficient funds are available in General Fund, City Administration Department, Professional Services - Other Account No. 011-010-105-529215 for the current fiscal year and will be budgeted in subsequent years if extended for any additional terms.

Attachments

1. Services Agreement with Tripepi Smith & Associates, Inc.

Item 11 Page 215 of 344

SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND TRIPEPI SMITH & ASSOCIATES, INC. FOR STRATEGIC MARKETING AND COMMUNICATIONS

COVER PAGE
Contractor:

Responsible Principal of Contractor:

Notice Information - Contractor:

Notice Information - City:

Commencement Date:

Termination Date:

Consideration:

Records Retention Period
Tripepi Smith & Associates, Inc.

Ryder Todd Smith, Co-Founder & President
Tripepi Smith & Associates, Inc.
27702 Crown Valley Parkway, Suite #D4-139
Ladera Ranch, CA 92694
Attention: Ryder Todd Smith, President
Telephone: (626) 536-2173
Email: [email protected]
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Brian Saeki, City Administrator
Telephone: (323) 583-8811 ext. 228 Email:
[email protected]
October 6, 2026
October 5, 2027 (with option to extend for
two additional one-year terms)
Total not to exceed $150,000 (includes all
applicable sales tax); and more particularly
described in Exhibit B
Three (3) years, pursuant to Section 11.20
Item 11 Page 216 of 344
Tripepi Smith & Associates, Inc.

Services Agreement

______________________

SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND TRIPEPI SMITH & ASSOCIATES, INC. FOR STRATEGIC MARKETING AND COMMUNICATIONS This Agreement is made between the City of Vernon, a California charter City and California municipal corporation (“City”), and Tripepi Smith & Associates, Inc., a California corporation (“Contractor”).

The City and Contractor agree as follows:

1.0 EMPLOYMENT OF CONTRACTOR. City agrees to engage Contractor to perform the services as hereinafter set forth as authorized by the City Council on October 6, 2026.

2.0 SCOPE OF SERVICES.

2.1 Contractor shall perform all work necessary to complete the services set forth in the City’s Request for Proposals issued on or about June 10, 2026, and titled RFP for Strategic Marketing and Communications, and Contractor's proposal to the City ("Proposal") dated June 29, 2026, Exhibit “A”, a copy which is attached to and incorporated into this Agreement by reference.

2.2 All services shall be performed to the satisfaction of City.

2.3 All services shall be performed in a competent, professional, and satisfactory manner in accordance with the prevailing industry standards for such services.

3.0 PERSONNEL.

3.1 Contractor represents that it employs, or will employ, at its own expense, all personnel required to perform the services under this Agreement.

3.2 Contractor shall not subcontract any services to be performed by it under this Agreement without prior written approval of City.

3.3 All of the services required hereunder will be performed by Contractor or by City approved subcontractors. Contractor, and all personnel engaged in the work, shall be fully qualified and authorized or permitted under State and local law to perform such services and shall be subject to approval by the City.

Item 11 Page 217 of 344
Tripepi Smith & Associates, Inc.

Services Agreement

______________________

4.0 TERM. The term of this Agreement shall commence on October 6, 2026, and it shall continue until October 5, 2027, with an option to extend the Agreement for two additional one-year terms, unless terminated at an earlier date pursuant to the provisions thereof.

5.0 COMPENSATION AND FEES.

5.1 Contractor has established rates for the City of Vernon which are comparable to and do not exceed the best rates offered to other governmental entities in and around Los Angeles County for the same services. For satisfactory and timely performance of the services, the City will pay Contractor in accordance with the payment schedule set forth in Exhibit “B” attached hereto and incorporated herein by reference.

5.2 Contractor's grand total compensation for the entire term of this Agreement, shall not exceed $150,000 without the prior authorization of the City, as appropriate, and written amendment of this Agreement.

5.3 Contractor shall, at its sole cost and expense, furnish all necessary and incidental labor, material, supplies, facilities, equipment, and transportation which may be required for furnishing services pursuant to this Agreement. Materials shall be of the highest quality. The above Agreement fee shall include all staff time and all clerical, administrative, overhead, insurance, reproduction, telephone, air travel, auto rental, subsistence, and all related costs and expenses.

5.4 City shall reimburse Contractor only for those costs or expenses specifically approved in this Agreement, or specifically approved in writing in advance by City. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Contractor:

5.4.1 The actual costs of subcontractors for performance of any of the services that Contractor agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement.

5.4.2 Approved reproduction charges.

5.4.3 Actual costs and/or other costs and/or payments specifically authorized in advance in writing and incurred by Contractor in the performance of this Agreement.

Item 11 Page 218 of 344
Tripepi Smith & Associates, Inc.

Services Agreement

______________________

5.5 Contractor shall not receive any compensation for extra work performed without the prior written authorization of City. As used herein, “extra work” means any work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the time of execution of this Agreement. Compensation for any authorized extra work shall be paid in accordance with the payment schedule as set forth in Exhibit “B,” if the extra work has been approved by the City.

5.6 Licenses, Permits, Fees, and Assessments. Contractor shall obtain, at Contractor’s sole cost and expense, such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement.

Contractor shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and which arise from or are necessary for the performance of the Services by this Agreement.

6.0 PAYMENT.

6.1 As scheduled services are completed, Contractor shall submit to the City an invoice for the services completed, authorized expenses, and authorized extra work actually performed or incurred according to said schedule.

6.2 Each such invoice shall state the basis for the amount invoiced, including a detailed description of the services completed, the number of hours spent, reimbursable expenses incurred and any extra work performed.

6.3 Contractor shall also submit a progress report with each invoice that describes in reasonable detail the services and the extra work, if any, performed in the immediately preceding calendar month.

6.4 Contractor understands and agrees that invoices which lack sufficient detail to measure performance will be returned and not processed for payment.

6.5 City will pay Contractor the amount invoiced within thirty (30) days after the City approves the invoice.

6.6 Payment of such invoices shall be payment in full for all services, authorized costs, and authorized extra work covered by that invoice.

Item 11 Page 219 of 344
Tripepi Smith & Associates, Inc.

Services Agreement

______________________

7.0 CITY'S RESPONSIBILITY. City shall cooperate with Contractor as may be reasonably necessary for Contractor to perform its services; and will give any required decisions as promptly as practicable so as to avoid unreasonable delay in the progress of Contractor's services.

8.0 COORDINATION OF SERVICES. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants, and other staff at all reasonable times.

9.0 INDEMNITY. Contractor agrees to indemnify City, its officers, elected officials, employees and agents against, and will hold and save each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein “claims or liabilities”), including but not limited to professional negligence, that may be asserted or claimed by any person, firm or entity arising out of or in connection with the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the acts or omissions of Contractor hereunder, or arising from Contractor’s performance of or failure to perform any term, provision, covenant or condition of this Agreement, except to the extent such claims or liabilities arise from the gross negligence or willful misconduct of City, its officers, elected officials, agents or employees.

10.0 INSURANCE. Contractor shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representative, or employees. The policies shall state that they afford primary coverage.

10.1 Automobile Liability Insurance – Primary insurance coverage shall be written on ISO Business Auto coverage form for all owned, hired, and non-owned automobiles or any auto. The policy shall have a combined single limit of not less than one million dollars ($1,000,000). If Contractor is transporting one or more non-employee passengers in the performance of the services, the automobile liability policy shall have a combined single limit of two million dollars ($2,000,000). If Contractor owns no autos, a Item 11 Page 220 of 344
Tripepi Smith & Associates, Inc.

Services Agreement

______________________
hired, non-owned auto endorsement to the General Liability policy is acceptable.

10.1.1 Contractor agrees to subrogate automobile liability resulting from performance under this agreement by agreeing to defend, indemnify, and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the Contractor under the performance of the services.

The City of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds and, under the Contractors’ policy, there shall be a waiver of subrogation, and the policy shall be primary and non-contributory and will not seek contribution from the City’s insurance.

10.2 Commercial General Liability Insurance – Contractor shall carry General Liability Insurance covering all operations performed by or on behalf of the Contractor providing coverage for bodily injury and property damage with a single limit of not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) general aggregate limit written on an Insurance Services Office (ISO) Comprehensive General Liability "occurrence" Form CG 00 01 or its equivalent for coverage on an occurrence basis. The City of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds with respect to liability arising out of the Contractor's performance of this Agreement. The additional insured coverage under the Contractor’s policy shall be primary and noncontributory and will not seek contribution from the City’s insurance. The policy shall be endorsed to include a waiver of subrogation.

10.2.1 If Contractor intends to employ other contractors as part of the services rendered, the City must approve and will establish the appropriate insurance requirements.

10.2.2 Contractor agrees to subrogate General Liability resulting from performance under this agreement by agreeing to defend, indemnify, Item 11 Page 221 of 344
Tripepi Smith & Associates, Inc.

Services Agreement

______________________
and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the Contractor under the performance of the services.

10.3 Professional Errors and Omissions Coverage in a sum of not less than one million dollars ($1,000,000), where such risk is applicable. Applicable aggregate must be identified and claims history provided to determine amounts remaining under the aggregates. Contractor shall maintain such coverage for at least one (1) year after the termination of this agreement.

10.4 Umbrella Liability Insurance – An umbrella (over primary) may be used to comply with limits or other primary coverage requirements. When used, the umbrella policy shall apply to bodily injury/property damage and personal injury/advertising injury and shall include a “dropdown” provision providing primary coverage for any liability not covered by the primary policy. The umbrella policy shall have no additional exclusion or coverage difference from the primary policy. The coverage shall also apply to automobile liability.

10.5 Workers’ Compensation/Employers Liability - Contractor shall comply with the applicable sections of the California Labor Code concerning workers' compensation for injuries on the job. Compliance is accomplished in one of the following manners:

10.5.1 Provide a copy of the permissive self-insurance certificate approved by the State of California; or

10.5.2 Secure and maintain in force a policy of workers' compensation insurance with statutory limits and Employer's Liability Insurance with a limit of one million dollars ($1,000,000) per accident. The policy shall be endorsed to waive all rights of subrogation against City, its directors, commissioners, officers, employees, and volunteers for losses arising from performance of this Agreement or

10.5.3 If Contractor has no employees, it may certify or warrant to the City that it does not currently have any employees or individuals who are Item 11 Page 222 of 344
Tripepi Smith & Associates, Inc.

Services Agreement

______________________
defined as “employees” under the Labor Code, and the requirement for Workers’ Compensation coverage will be waived by completing the waiver form provided by the City.

10.6 If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

10.7 Each insurance policy included in this clause shall be endorsed to state that coverage shall not be cancelled except after thirty (30) days prior written notice to City.

10.8 Insurance shall be placed with insurers with an A.M. Best rating of no less than A-VIII. Any self-insured retention or deductible in excess of $25,000 must be approved in advance by the City. Any policies written on a claims-based basis must include a minimum of a 3-year tail.

10.9 Prior to the commencement of performance, Contractor shall furnish City with a certificate of insurance for each policy. Each certificate is to be signed by a person authorized by that insurer to evidence coverage on its behalf. The certificate(s) must be in a form approved by City. City may require complete, certified copies of any or all policies upon request.

10.10 Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Contractor shall immediately notify City and cease all performance under this Agreement until further directed by the City. In the absence of satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection rights for premiums, attorney's fees, and costs against Contractor by way of set-off or recoupment from sums due to Contractor, at City's option; (b) immediately terminate this Agreement and seek damages from the Agreement resulting from said breach; or (c) self-insure the risk, with all damages and costs incurred, by judgment, settlement or otherwise, including attorney's fees and costs, being collectible from Contractor, by way of set-off or recoupment from any sums due to Contractor.

11.0 GENERAL TERMS AND CONDITIONS.

Item 11 Page 223 of 344
Tripepi Smith & Associates, Inc.

Services Agreement

______________________

11.1 INDEPENDENT CONTRACTOR.

11.1.1 It is understood that in the performance of the services herein provided for, Contractor shall be, and is, an independent contractor, and is not an agent, officer or employee of City and shall furnish such services in its own manner and method except as required by this Agreement, or any applicable statute, rule, or regulation.

Further, Contractor has and shall retain the right to exercise full control over the employment, direction, compensation and discharge of all persons employed by Contractor in the performance of the services hereunder. City assumes no liability for Contractor’s actions and performance, nor assumes responsibility for taxes, bonds, payments, or other commitments, implied or explicit, by or for Contractor. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its employees, subcontractors and independent contractors, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.

11.1.2 Contractor acknowledges that Contractor and any
subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be considered employees of the City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits.

11.2 CONTRACTOR NOT AGENT. Except as the City may authorize in writing, Contractor and its subcontractors shall have no authority, express or implied, to act on behalf of or bind the City in any capacity whatsoever as agents or otherwise.

11.3 OWNERSHIP OF WORK. All documents and materials furnished by the City to Contractor shall remain the property of the City and shall be returned to the City upon termination of this Agreement. All reports, drawings, plans, specifications, computer tapes, floppy disks and printouts, studies, memoranda, computation sheets, and other documents prepared by Contractor in furtherance of the work shall be the sole property of City and shall be delivered to City whenever requested at no additional cost to the City. Contractor shall keep such documents and materials on file and available for Item 11 Page 224 of 344
Tripepi Smith & Associates, Inc.

Services Agreement

______________________
audit by the City for at least three (3) years after completion or earlier termination of this Agreement. Contractor may make duplicate copies of such materials and documents for its own files or for such other purposes as may be authorized in writing by the City.

11.4 CORRECTION OF WORK. Contractor shall promptly correct any defective, inaccurate or incomplete tasks, deliverables, goods, services and other work, without additional cost to the City. The performance or acceptance of services furnished by Contractor shall not relieve the Contractor from the obligation to correct subsequently discovered defects, inaccuracy, or incompleteness.

11.5 RESPONSIBILITY FOR ERRORS. Contractor shall be responsible for its work and results under this Agreement. Contractor, when requested, shall furnish clarification and/or explanation as may be required by the City, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Contractor occurs, then Contractor shall, at no cost to City, provide all necessary design drawings, estimates and other Contractor professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.

11.6 WAIVER. The City's waiver of any term, condition, breach, or default of this Agreement shall not be considered to be a waiver of any other term, condition, default or breach, nor of a subsequent breach of the one waived. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and executed by a duly authorized representative of the party against whom enforcement of a waiver is sought.

11.7 SUCCESSORS. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective heirs, successors, and/or assigns.

11.8 NO ASSIGNMENT. Contractor shall not assign or transfer this Agreement or any rights hereunder without the prior written consent of the City and approval by the City Attorney, which may be withheld in the City's sole discretion. Any Item 11 Page 225 of 344
Tripepi Smith & Associates, Inc.

Services Agreement

______________________
unauthorized assignment or transfer shall be null and void and shall constitute a material breach by the Contractor of its obligations under this Agreement. No assignment shall release the original parties from their obligations or otherwise constitute a novation.

11.9 COMPLIANCE WITH LAWS. Contractor shall comply with all Federal, State, County and City laws, ordinances, rules and regulations, which are, as amended from time to time, incorporated herein and applicable to the performance hereof. Violation of any law material to performance of this Agreement shall entitle the City to terminate the Agreement and otherwise pursue its remedies. Further, if the Contractor performs any work knowing it to be contrary to such laws, rules, and regulations Contractor shall be solely responsible for all costs arising therefrom.

11.10 ATTORNEY'S FEES. If any action at law or in equity is brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled.

11.11 INTERPRETATION.

11.11.1 Applicable Law. This Agreement shall be deemed an agreement and shall be governed by and construed in accordance with the laws of the State of California. Contractor agrees that the State and Federal courts which sit in the State of California shall have exclusive jurisdiction over all controversies and disputes arising hereunder, and submits to the jurisdiction thereof.

11.11.2 Entire Agreement. This Agreement, including any exhibits attached hereto, constitutes the entire agreement and understanding between the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings, correspondence, documentation, and agreements (written or oral).

11.11.3 Written Amendment. This Agreement may only be
changed by written amendment executed by Contractor and the City Administrator or other authorized representative of the City, subject to any requisite authorization by the City Council. Any oral representations or modifications concerning this Agreement shall be of no force or effect.

Item 11 Page 226 of 344
Tripepi Smith & Associates, Inc.

Services Agreement

______________________

11.11.4 Severability. If any provision in this Agreement is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed from this Agreement, and the remaining provisions shall nevertheless continue in full force and effect as fully as though such invalid, illegal, or unenforceable portion had never been part of this Agreement.

11.11.5 Order of Precedence. In case of conflict between the terms of this Agreement and the terms contained in any document attached as an Exhibit or otherwise incorporated by reference, the terms of this Agreement shall strictly prevail.

The terms of the City’s Request for Proposals shall control over the Contractor’s Proposal.

11.11.6 Construction. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

11.12 TIME OF ESSENCE. Time is strictly of the essence of this agreement and each and every covenant, term, and provision hereof.

11.13 AUTHORITY OF CONTRACTOR. The Contractor hereby represents and warrants to the City that the Contractor has the right, power, legal capacity, and authority to enter into and perform its obligations under this Agreement, and its execution of this Agreement has been duly authorized.

11.14 ARBITRATION OF DISPUTES. Any dispute for under $25,000 arising out of or relating to the negotiation, construction, performance, non-performance, breach, or any other aspect of this Agreement, shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association at Los Angeles, California and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. The City does not waive its right to object to the timeliness or sufficiency of any claim filed or required to be filed against the City and reserves the right to conduct full discovery.

Item 11 Page 227 of 344
Tripepi Smith & Associates, Inc.

Services Agreement

______________________

11.15 NOTICES. Any notice or demand to be given by one party to the other must be given in writing and by personal delivery or prepaid first-class, registered or certified mail, addressed as follows. Notice simply to the City of Vernon or any other City department is not adequate notice.

If to the City:

City of Vernon
Attention: Brian Saeki, City Administrator
4305 Santa Fe Avenue
Vernon, CA 90058
If to the Contractor:

Tripepi Smith & Associates
Attention: Ryder Todd Smith, Co-Founder & President
27702 Crown Valley Parkway, Suite #D4-139
Ladera Ranch, CA 92694
Any such notice shall be deemed to have been given upon delivery, if personally delivered, or, if mailed, upon receipt, or upon expiration of three (3) business days from the date of posting, whichever is earlier. Either party may change the address at which it desires to receive notice upon giving written notice of such request to the other party.

11.16 NO THIRD PARTY RIGHTS. This Agreement is entered into for the sole benefit of City and Contractor and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right or remedy in, under, or to this Agreement.

11.17 TERMINATION FOR CONVENIENCE (Without Cause). City may terminate this Agreement in whole or in part at any time, for any cause or without cause, upon fifteen (15) calendar days' written notice to Contractor. If the Agreement is thus terminated by City for reasons other than Contractor's failure to perform its obligations, City shall pay Contractor a prorated amount based on the services satisfactorily completed and accepted prior to the effective date of termination. Such payment shall be Contractor's exclusive remedy for termination without cause.

Item 11 Page 228 of 344
Tripepi Smith & Associates, Inc.

Services Agreement

______________________

11.18 DEFAULT. In the event either party materially defaults in its obligations hereunder, the other party may declare a default and terminate this Agreement by written notice to the defaulting party. The notice shall specify the basis for the default. The Agreement shall terminate unless such default is cured before the effective date of termination stated in such notice, which date shall be no sooner than ten (10) days after the date of the notice. In case of default by Contractor, the City reserves the right to procure the goods or services from other sources and to hold the Contractor responsible for any excess costs occasioned to the City thereby. Contractor shall not be held accountable for additional costs incurred due to delay or default as a result of Force Majeure. Contractor must notify the City immediately upon knowing that non-performance or delay will apply to this Agreement as a result of Force Majeure. At that time Contractor is to submit in writing a Recovery Plan for this Agreement. If the Recovery Plan is not acceptable to the City or not received within 10 days of the necessary notification of Force Majeure default, then the City may cancel this order in its entirety at no cost to the City, owing only for goods and services completed to that point.

11.19 TERMINATION FOR CAUSE. Termination for cause shall relieve the terminating party of further liability or responsibility under this Agreement, including the payment of money, except for payment for services satisfactorily and timely performed prior to the service of the notice of termination, and except for reimbursement of (1) any payments made by the City for service not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by the City in obtaining substitute performance. If this Agreement is terminated as provided herein, City may require, at no additional cost to City, that Contractor provide all finished or unfinished documents, data, and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request.

11.19.1 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.

11.20 MAINTENANCE AND INSPECTION OF RECORDS.

Item 11 Page 229 of 344
Tripepi Smith & Associates, Inc.

Services Agreement

______________________
The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the Contractor's records to the extent the City deems necessary to insure it is receiving all money to which it is entitled under the Agreement and/or is paying only the amounts to which Contractor is properly entitled under the Agreement or for other purposes relating to the Agreement.

The Contractor shall maintain and preserve all such records for a period of at least three (3) years after termination of the Agreement.

The Contractor shall maintain all such records in the City of Vernon.

If not, the Contractor shall, upon request, promptly deliver the records to the City of Vernon or reimburse the City for all reasonable and extra costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, such additional (out of the City) expenses for personnel, salaries, private auditors, travel, lodging, meals, and overhead.

11.21 CONFLICT. Contractor hereby represents, warrants, and certifies that no member, officer, or employee of the Contractor is a director, officer, or employee of the City of Vernon, or a member of any of its boards, commissions, or committees, except to the extent permitted by law.

11.22 HEADINGS. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

11.23 ENFORCEMENT OF WAGE AND HOUR LAWS. Eight hours labor constitutes a legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the respective Contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid to the City; provided, however, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during Item 11 Page 230 of 344
Tripepi Smith & Associates, Inc.

Services Agreement

______________________
any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than 1½ times the basic rate of pay.

11.24 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES. Contractor certifies and represents that, during the performance of this Agreement, it and any other parties with whom it may subcontract shall adhere to equal employment opportunity practices to assure that applicants, employees and recipients of service are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition, sexual orientation or marital status. Contractor further certifies that it will not maintain any segregated facilities.

Contractor further agrees to comply with The Equal Employment Opportunity Practices provisions as set forth in Exhibit “C”.
[Signatures Begin on Next Page].

Item 11 Page 231 of 344
Tripepi Smith & Associates, Inc.

Services Agreement

______________________
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Commencement Date stated on the cover page.

City of Vernon, a California charter City
and California municipal corporation
By: ____________________________
Brian Saeki, City Administrator
Tripepi Smith & Associates, Inc., a
California corporation
By:

Name:

Title:

ATTEST:
_______________________________
Genoveva Rocha, City Clerk
By:

Name:

Title:

APPROVED AS TO FORM:
_______________________________
Zaynah Moussa-Milward,
City Attorney
Item 11 Page 232 of 344
Tripepi Smith & Associates, Inc.

Services Agreement

______________________

EXHIBIT A

CONTRACTOR'S PROPOSAL
Item 11 Page 233 of 344

STRATEGIC MARKETING AND

COMMUNICATIONS
City of Vernon
June 29, 2026
By: Ryder Todd Smith
Co-founder & Principal
Tripepi Smith & Associates
Item 11 Page 234 of 344
Single Source Communications
Tripepi Smith & Associates 2
Table of Contents
COVER LETTER............................................................................. 3 INTRODUCTION............................................................................. 4 GENERAL SCOPE OF WORK ....................................................... 5 WORK PLAN.................................................................................. 7 FEES AND COSTS........................................................................11 ABILITY TO PERFORM.................................................................17 AFFIDAVIT OF NON-COLLUSION................................................21 ATTACHMENT A: RESUMES .......................................................22 ATTACHMENT B: ORGANIZATIONAL CHART............................25 Item 11 Page 235 of 344
Single Source Communications
Tripepi Smith & Associates 3

COVER LETTER
Thank you for the opportunity to present Tripepi Smith’s communication support offerings to the City of Vernon. This proposal outlines our understanding of your vision to elevate Vernon's brand identity, our approach to executing strategic marketing and communications, PIO and crisis response services, our cost proposal and more.

No other California-based communications firm has the public agency client depth and diversity that Tripepi Smith offers. We gain insights from the breadth of our work and share that knowledge with our 250+ public agency clients, yielding key advantages that are well-suited to support Vernon's current evolution:
• A Deep Understanding of SELA Nuances and Local Issues: Tripepi Smith’s work with over 250 public agencies — including strong, ongoing relationships with Southeast Los Angeles and Gateway cities — allows us to translate practical field experience into outreach strategies tailored to their unique circumstances.

Moreover, we are known for our mastery of the art of local government communications. We make civic matters relatable and engaging for stakeholders, from constituents to elected officials to legislators and more. From wildfires to recovery, land use to ballot measures, emergency response to housing, and infrastructure to economic development, we are industry experts across a wide range of complex local issues and initiatives.
• Breadth of Expertise: The breadth of Tripepi Smith’s team (from strategic communication planning and social media management to videography, Spanish translation, and graphic design) is rare. We have the in-house capability to tell Vernon's complete story across all media platforms to elevate your image as a vibrant place to live and work.
• 24/7 Access and Proactive Crisis Response: Tripepi Smith is available to our clients 24/7. When crisis or emergency situations arise, there is no “bad time” to call or email us, and our response will be immediate and engaged on the issue at hand.

While Tripepi Smith has in-house Spanish translation capabilities, we may subcontract with a vendor for languages other than Spanish. In such cases, we are happy to coordinate with your preferred vendor(s), if you have established relationships, or recommend vendors based on your specific needs and budget.

Engaging constituents and telling your agency’s story is not a simple matter. It takes work, consistency, innovation and creativity to make an impact. We are confident that Item 11 Page 236 of 344
Single Source Communications
Tripepi Smith & Associates 4
our dedication and proven track record make us the right partner for the City of Vernon. Thank you for considering us in this endeavor.

Authorization
I affirm that I have the legal authorization to bind Tripepi Smith into agreements with the City of Vernon and to make the statements below on behalf of the firm. This proposal is valid for 90 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

INTRODUCTION
Tripepi Smith is pleased to present this proposal to provide proactive Strategic Marketing and Communications, Media Advisory/PIO Services and Crisis Response to the City of Vernon. We recognize that Vernon is at an exciting moment in its nearly 120-year history. We are fully prepared to augment the efforts of the City Administration team to design, create and deploy strategic messaging that promotes positive news about the City across multiple platforms.

Assignment Understanding
We understand that the City of Vernon is actively evolving from its "Exclusively Industrial" roots into a model city for good governance with more balanced land uses.

As the City works to attract clean commerce, mixed-use residential developments and stand-alone retail, there is a distinct need to elevate its image and broadly communicate its fresh brand identity, culminating in the adoption of a new logo in 2025. Our assignment is to proactively position Vernon as a healthy, vibrant and desirable place to live and work. This requires targeted engagement with a diverse audience, including businesses, developers, residents and regional partners across the Southeast Los Angeles (SELA) and Gateway cities. We must effectively highlight Vernon's unique full-service capabilities. The City also requires a nimble partner capable of managing day-to-day media relations and quick crisis communications support.

Item 11 Page 237 of 344
Single Source Communications
Tripepi Smith & Associates 5
Quality Assurance
Tripepi Smith abides by a rigorous procedure of internal review before work product or invoices ever make it to clients for review. Principals, Directors and Senior Business Analysts are all in the upper echelon of the workflow, responsible for final quality assurance of work produced by their peers. Tripepi Smith sets clear deadlines with clients to ensure expectations are met. Every team member holds each other accountable so that deliverables are produced in the most efficient manner possible.

Real-time financials are accessible 24/7 to the team, providing the most accurate insight to adhere to a budget.

Project Management
Tripepi Smith begins all engagements with a kickoff meeting with the client to introduce personnel to one another, define Key Performance Indicators (metrics, goals and timelines), review project management processes and ensure each stakeholder has a full understanding of their responsibilities.

Tripepi Smith primarily uses the following tools to manage projects:
• Google Workspace for email, creating real-time collaborative documents and instant messaging
• Zoom or Google Meet for conference calls
• Sprout Social for social media management: posting and monitoring comments/messages
• Meltwater for media intelligence and media relations
• Kantata for project/task management, internal project status updates and time entry
For projects requiring continued efforts, Tripepi Smith will schedule a recurring, weekly, bi-weekly or monthly call(s) that will include designated lead(s) for our engagement. These calls will generally focus on trends, new issues or concerns that need to be communicated to us, identification of major themes or ideas to address in the coming weeks, a general review of city staff, tools in place and platforms that we need access to in order to effectively jump into and call to action.

GENERAL SCOPE OF WORK
Tripepi Smith understands that the City of Vernon is seeking a qualified partner to elevate its brand identity, highlight its positive trajectory and effectively communicate its evolution into a balanced, vibrant community. Our team envisions the scope of work across the three service areas as follows:

Item 11 Page 238 of 344
Single Source Communications
Tripepi Smith & Associates 6
Strategic Marketing & Communications
Our approach in this area focuses on executing comprehensive strategies that enhance brand visibility, engage diverse stakeholders and support the City's goals for clean commerce and residential growth. We perceive this scope to include:
• Conducting a comprehensive communications assessment and creating a citywide strategic communications plan.
• Managing the City’s social media accounts, which entails crafting posts, publishing, monitoring and boosting posts.
• Updating website content and creating digital content. • Providing written and verbal translation services in Spanish. We will coordinate Korean translation services, as well as Spanish and Korean interpretation for meetings.
• Producing high-quality visual assets such as photography, aerial imagery and videography.
• Training City staff on communication best practices.
• Facilitating community meetings.
• Reporting on engagement metrics.

Media Advisory/PIO Services
We envision this service area as a proactive effort to build and maintain public trust by consistently highlighting Vernon’s core values of community, industry, service and good governance. The scope includes:
• Handling day-to-day media relations, such as drafting press releases, statements and responding to media inquiries.
• Drafting and publishing articles or Op-Eds for internal and external publications to promote City achievements.
• Monitoring media for anticipated issues and developing strategic PR work plans to address the City's long-term and immediate needs.
• Providing media training for City officials and staff, and developing a media relations policy.
• Coordinating publicity for City-sponsored events and reporting directly to the City Administrator and/or City Council.

Crisis Response
We understand that effective crisis response requires careful, unified communication to safeguard the City's reputation during challenging events. We perceive this scope to entail:
• Anticipating emerging threats by monitoring traditional and social media sentiment.

Item 11 Page 239 of 344
Single Source Communications
Tripepi Smith & Associates 7
• Developing tailored crisis management plans and stabilizing the City's messaging swiftly before misinformation spreads.
• Coordinating statements for City management, staff and elected officials in collaboration with City staff and legal.
• Disseminating messaging efficiently across the most effective communication channels.
• Crafting a crisis communications plan that addresses response protocols for online engagement.

WORK PLAN
Tripepi Smith has experience in all facets of the City of Vernon’s requests. We will accomplish these on-call needs through an array of services, which may include, but are not limited to, the following services:

Strategic Marketing & Communications
Effective communication and informed participation are key to the successful delivery of City services. From policy education to capital improvement projects, Tripepi Smith offers comprehensive strategic marketing and communications support to achieve your agency's outreach and engagement goals for any initiative. Through a dedicated strategy tailored to your target audience, our team can help you leverage a robust toolset to garner interest and participation.

Our strategic marketing and communications services include:
• Creating and executing strategic
and crisis communications plans
• Developing talking points
• Developing and distributing
internal and external surveys
• Developing and managing a
dedicated website
• Executing phone and email
outreach
• Engaging stakeholders in focus
groups
• Placing digital and print
advertisements
• Writing and distributing public
service announcements
The following are descriptors of a full array of services that are available to the City of Vernon.

Communications Assessment and Strategic Communications Plan One of Tripepi Smith's specialties is a service we call a “Communications Assessment,” an objective review of everything a public agency is doing to communicate with its external audiences: residents, businesses, local media, etc. It is Item 11 Page 240 of 344
Single Source Communications
Tripepi Smith & Associates 8
an opportunity to document a “point in time” summary of current strategies, policies, processes and best practices to determine whether there are opportunities for improvement. The resulting report is an expansive audit of the agency's departmental communications efforts, including staff methodology, platforms used, challenges to overcome, and Tripepi Smith’s customized recommendations to improve the impact of communications. Tripepi Smith will produce a maximum of two drafts of a report: a first draft and a final draft. Tripepi Smith will present its objective findings and customized recommendations to the agency's Executive Team or governing body.

Social Media Management
• Content Creation: Social media content creation involves: planning, factchecking, sourcing graphics, grammar checking and scheduling the post. Our team has experience producing content across Meta (Facebook and Instagram), Twitter/X, LinkedIn, Nextdoor and others.
• Monitoring: Tripepi Smith can monitor Vernon’s social media site inboxes seven days a week for customer service opportunities, mainly responding to questions.

When we identify an opportunity to respond, we will aim to do so within 24 hours of the comment post time or message receipt time. We will occasionally require fact-checking and guidance from the City for more nuanced responses. • Additional: Our work can also include 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).

Webpage Content Management Support
Tripepi Smith provides a dedicated team of website specialists to manage content for your website to ensure it remains current. Our services include:
• Responsive Support: Available seven days a week via email, phone or text.

Standard updates are completed within 24 hours, with immediate execution for urgent requests.
• Ease of Access: Skip the ticketing systems and phone queues. Connect directly with our web experts for instant results.
• Expert Management: We handle technical publishing across leading government CMS platforms (CivicPlus, Granicus, WordPress, etc.), freeing your staff to focus on core operations.
• Compliance Guidance: We can train your team on ADA accessibility best practices to minimize legal risks.
• Content Creation: We offer supplemental professional writing services to draft or refine your web copy as needed.

Item 11 Page 241 of 344
Single Source Communications
Tripepi Smith & Associates 9
Please note: While Tripepi Smith will implement best practices for ADA compliance, we cannot assure that the agency’s existing site(s) are fully ADA compliant upon beginning our work. Therefore, TS cannot take on liability for the overall ADA compliance of any agency website.

Translation & Accessibility
Our in-house team excels in Spanish translations for written documents, presentations and video content, ensuring clear communication with diverse audiences. For translations in other languages or media accessibility to those with hearing and visual impairments, we can either recommend qualified translation and accessibility vendors or subcontract with your preferred vendor. We're happy to collaborate with vendors you already have established relationships with.

Graphic Design
Whether print or digital, our diverse design team, from seasoned creative directors to detail-oriented technicians, illustrators, color experts and data visualization specialists, ensures we can tackle projects of every scale. Moreover, we’ve honed an expertise in inspiring action among residents through daily collaboration with a wide range of public agencies.

Photography & Videography Support
Our team includes nearly 10 full-time videographers, with diverse expertise in various domains, offering a comprehensive range of photo and video services, including full video production, post-production, aerial drone footage, portraiture and animated videos. Our team is highly skilled in every aspect of photo and video production, from planning and shooting to editing and final delivery. Photography and Videography sessions would be broken down into the following three phases:

1. Pre-Production: Identifying key messages, goals, shot list, define interviews, questions and other important details.

2. Production: This is where we execute our work onsite at the locations identified in pre-production, capture any necessary audio, obtain interviews, capture b-roll and more.

3. Post-Production: This is where our work consists of editing photography or video footage, editing photos captured, clean up audio, balance color correction.

We send a review file where you can provide feedback and edits.

Monthly Metric & Analytic Report
Each month, Tripepi Smith will provide a summary report of the Key Performance Indicators or KPIs (reach, posts, engagement, etc.) related to your controlled social media sites and other key metrics if available, such as website visits, media mentions Item 11 Page 242 of 344
Single Source Communications
Tripepi Smith & Associates 10
and email open/click rates. This will help us evaluate the success of our efforts as well as serve as an ongoing feedback mechanism for gathering valuable insights that can help inform ongoing communication strategy.

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 town halls. 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, coordination, facilitation and analysis.

Media Advisory/PIO Services
Press Releases, News Articles, Media Advisories and Public Addresses Our team is seasoned in crafting compelling press releases, news articles, media advisories and public statements to amplify the City's story and establish thought leadership. 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. We can also identify media contacts, collaborate with staff to expand the media list and ensure we reach diverse media.

Media Intelligence and Metrics Reporting
Our media intelligence services blend our in-house expertise with the advanced software of Meltwater, an enterprise-class, comprehensive media monitoring solution that streamlines media monitoring, reporting, analytics and more for a number of benefits:
• Powerful Monitoring: Tracks everything being said about your agency online. • Stay Ahead of Crises: Identify and address potential issues before they snowball, protecting your reputation and minimizing disruption. • Tailored to You: Ditch generic reports and metrics, instead receive insights tailored to your goals.
• Smarter Decisions: Make informed choices based on data, not guesswork.

Media Inquiry Policy
A Media Inquiry Policy outlines the procedures for engaging with your media representatives, ensuring consistent and effective communication. Having this policy in place ensures that all your staff and elected officials are on the same page regarding when and how to respond to media inquiries. The Tripepi Smith team will set aside time to speak with key stakeholders who have dealt with media inquiries in Item 11 Page 243 of 344
Single Source Communications
Tripepi Smith & Associates 11
the past. We will discuss current practices, your collective understanding of local/regional media's expectations of whom to contact in what situations, and how your agency's leadership would like to funnel media inquiries in the future. We will take these observations and decisions, wrapping them into a Media Inquiry Policy for leadership to review and adopt.

Media Empowerment Training
With proper training, your leadership, staff and elected officials can learn to stay on message and enhance their confidence. Our mock interview activity helps build comfort in on-camera situations, enabling participants to deliver relevant, clear and timely messages. The mock press conference activity teaches participants to put together messaging in a short timeframe and practice responding in high-pressure media interactions. Tripepi Smith has developed a curriculum directly related to the experiences and environments that you are likely to encounter. Tripepi Smith would conduct a half-day training session on dates agreed upon by the agency and Tripepi Smith. The session would extend to a full-day experience if there are more than 24 participants (two half-day sessions).

Crisis Response
There may be cases where the City may need advice on stakeholder outreach, communication efforts and public engagement initiatives. While the proposed project team can advise on such matters during regular check-in calls, there may be instances when a separate, longer discussion is needed. Additionally, there may be instances when a serious, emergency issue arises, warranting collaboration among the proposed project team throughout the crisis management period. This includes responding to emergencies through coordinated communications efforts with key external stakeholders. Tripepi Smith will remain available 24/7 to support you through such instances, typically kicking discussions off in a virtual meeting, collaborating in a living workspace and emailing, texting or calling with updates as progress happens.

FEES AND COSTS
We recommend the following scope of services following a Time & Materials (T&M) model that allows you the flexibility to “ramp up” or “ramp down” efforts according to budget and priorities. Tripepi Smith is prepared to provide these services, as needed, at the following recommended NTEs using our hourly rates. We only begin work with your written consent. We can also provide an array of the following services on a monthly retainer basis.

Item 11 Page 244 of 344
Single Source Communications
Tripepi Smith & Associates 12
Deliverable Scope Recommended
NTE
Strategic Marketing & Communications
Check-in Calls Monthly check-in call, up to 30-minutes with senior resource. Call content will focus on
pertinent policy updates, general
opportunity for us to stay connected.
$200/call
Communications
Assessment
Kickoff meeting, 22 virtual interviews up to 1
hour each, research, assessment report
and presentation to City Council and/or
Executive Staff.
$58,330
Strategic
Communications
Plan
Whiteboard session, research, content
development and creation of
comprehensive plan with outreach and
implementation recommendations.
$17,115
Social Media
Management and
Monitoring
Creation and posting of up to 8 social media
posts over the course of one month.

Includes weekly monitoring and responding
to comments.
$2,725/month
Website Content
Management
Ongoing content updates to the City
website. Excludes content creation, website
layout, page or structural changes.

Range based
upon needs:
$710 -
$2,000+
Spanish Translations Translate 500 words of English to Spanish or vice versa
$225
Graphic Design
(excludes print and
mailing fees)
Flyer
Brochure
Banner
Postcard/Door Hanger
Infographics
$1,700
$1,750
$1,560
$1,050
$890
Stock Video Shoot One videographer for a full-day (8 hours) onsite. Includes pre-production, production
and post-production, review, final file
delivery and travel costs.
$5,400
Item 11 Page 245 of 344
Single Source Communications
Tripepi Smith & Associates 13
Deliverable Scope Recommended
NTE
Stock Photoshoot One day photoshoot around various iconic sites in City. Includes shot list development,
coordination, travel, equipment and post
production photo editing.
$3,850
Stock Photoshoot
(with drone)
One day photoshoot as described above,
plus drone photography.
$4,455
Metrics Report Collection of metrics from key City platforms and tools in monthly report. Includes
summary and key observations.
$850/month
Community
Workshop
Planning and facilitation of up to one virtual
town hall or community workshop. Includes
creation of PPT deck and pre-event
coordination meeting with the City.
$6,500 (inperson)
$4,700
(virtual)
Media Advisory/PIO Services
Press Release,
Media Advisory,
Public Statement
Drafting 1 press release, media advisory or
public statement up to 7500 words. Includes
research, drafting and distributing.
$750
Meltwater Media
Monitoring and
Metrics Reporting
Includes up to 3 queries per month, access
to dashboard and any frequency of
newsletter. Delivery of monthly reporting
capturing key performance indicators for
controlled social media platforms and other
digital platforms.
$1,400/month
Media Inquiry Policy Discussions with up to 3 key stakeholders.

Creation of media inquiry policy.
$5,425
Media Empowerment
Training
Half day training (up to 4 hours) in-person
for up to 24 participants.
$15,945
On-Call Strategic &
Crisis
Communications
Advice
Includes 1 hour strategy meeting with a
Director and Senior Business Analyst
followed by a detailed action item list for
both the City and Tripepi Smith.
$640
Item 11 Page 246 of 344
Single Source Communications
Tripepi Smith & Associates 14
Deliverable Scope Recommended
NTE
Crisis Response
On-Call Strategic &
Crisis
Communications
Advice
Includes 1 hour strategy meeting with a
Director and Senior Business Analyst
followed by a detailed action item list for
both the City and Tripepi Smith.
$640
Tripepi Smith remains open to collaborating to narrow the scope of engagement or refine our understanding of the City of Vernon’s needs and will modify our pricing accordingly.

As-Needed Services
Tripepi Smith will apply the following standard hourly rates and related fees for any authorized as-needed (Time & Materials) work. Such work must be clearly authorized in writing before proceeding.
2026-27 Hourly Rates Standard Reduced Retainer
Principal $380 $315
Director $265 $225
Art/Creative Director $265 $225
Senior Business Analyst $205 $180
Business Analyst $150 $125
Junior Business Analyst $115 $100
Senior Videographer/Animator $205 $175
Senior Photographer $175 $150
Videographer/Photographer $140 $120
Junior Videographer/Photographer $115 $100
Senior Graphic Designer $195 $165
Graphic Designer $140 $120
Junior Graphic Designer $115 $100
Web Developer $210 $185
Item 11 Page 247 of 344
Single Source Communications
Tripepi Smith & Associates 15
2026-27 Hourly Rates Standard Reduced Retainer
Junior Web Developer $115 $100
Drone Operator $205 $180
Council Chamber A/V Operator $115 $100
Invoicing & Payment Terms
At Tripepi Smith, we bill on either a Retainer, Fixed Fee or Time & Materials basis, with each billing type following its own payment schedule. Regardless, terms are Net 30 days.
• Fixed Fee work is billed upon defined milestones.
• Time & Materials work is billed in 15-minute increments (i.e. 4.0, 1.25, 6.5 or 0.75 hours) at the end of the month in which work is done.
• Retainer work is billed on the 15th of each month.

Other Cost Information
Tripepi Smith has related service fees that may come up during our engagement.

Annual Increase
Tripepi Smith will increase the hourly rates and retainer fees for all resources by 5% or the national CPI index — whichever is higher — each year on the anniversary of the contract, starting on the first anniversary of any contract when the contract duration is longer than one year. Otherwise, new rates will be negotiated with each new contract.

Retainer Discount
When a client’s retainer exceeds $7,500 per month, they gain access to our reduced retainer rates.

Travel Costs
Travel costs must be pre-authorized and then will be reimbursed by the client for any requested travel to complete a requested scope of work. Travel costs may include airfare, lodging, car rentals and gas. Additionally, when client work requires that we be onsite, we will invoice for a resource’s travel time at 50% of the resource’s hourly rate.

Item 11 Page 248 of 344
Single Source Communications
Tripepi Smith & Associates 16
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 $545 per month.

This package includes a newsletter digest (of any frequency), up to three queries, and a monthly dashboard. Custom Meltwater solutions are also available upon request.

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. Please note the website hosting package is limited to 10 Gigabytes of total storage. Additional storage for the site is available for a fee of $1.70 per gig per month of 10 Gigabytes of storage.

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:

Item 11 Page 249 of 344
Single Source Communications
Tripepi Smith & Associates 17
print, mailing, digital advertising, media placements, voiceovers, translations and closed captions.

ABILITY TO PERFORM
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 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 FAAcertified drone pilots and operate a full-scale video production studio with extensive event and broadcast experience.

Our Experience in the LA Gateway Cities
Tripepi Smith has established a robust footprint within the Los Angeles Gateway region. Our diverse portfolio of work spans a comprehensive array of tailored services for cities, including:
• Artesia
• Bell
• Bellflower
• Cerritos
• Commerce
• Cudahy
• Downey
• Hawaiian Gardens
• La Habra Heights
• Lynwood
• Maywood
• Norwalk
• Paramount
• Pico Rivera
• Santa Ana
• Signal Hill
• South Gate
• Whittier
Across these communities, we have delivered solutions ranging from high-level strategic communications plans, executive goal-setting initiatives and crisis communications services to hands-on support like website project management, Item 11 Page 250 of 344
Single Source Communications
Tripepi Smith & Associates 18
social media management and multimedia production. Whether we are producing high-quality videography and photography for Bellflower, revamping digital and environmental communications for long-term partners like Paramount, or conducting in-depth communication assessments for Downey and Santa Ana, Tripepi Smith remains a dedicated and trusted partner in helping Gateway communities effectively connect with their communities and achieve their outreach goals. We are happy to connect you with contacts at our client agencies who can share their experience.

City of Bellflower
The City of Bellflower began contracting with Tripepi Smith in 2015 to provide fullscale video production and cablecasting services. These services include:
recording and producing City Council Meetings for the City’s Channel 26 on Cablecast/Tightrope systems; scheduling content on Cablecast/Tightrope carousel; providing A/V technical support including equipment upgrades; and producing multiple videos which include capturing interviews, broll and drone footage for multiple City events, including State of the City and Outgoing Mayor events throughout the year. Tripepi Smith captures video and photos for all community events in the City and footage is used to create recap videos or used in promotion videos later in the year. In 2024, the partnership expanded to include general communications support, which included the redesign and continued production of Bellflower City Life magazine.

Reference:

Kristen Smith, Recreation Manager | (562) 804-1424 x2267 | [email protected]
Item 11 Page 251 of 344
Single Source Communications
Tripepi Smith & Associates 19
City of Paramount
Tripepi Smith has maintained a decade-long partnership with the City of Paramount, starting with the delivery of a 70-page communications assessment in 2016.The report documented the details of each department’s efforts with regard to communications and baseline activities, as well as defined the City’s brand both internally and to the outside world. When COVID-19 forced California restaurants to cease indoor dining operations, the City of Paramount entrusted Tripepi Smith to help promote its temporary outdoor dining program: Al Fresco.

Post COVID-19, this program blossomed into shop local program, Explore Paramount. Beginning in 2023, the City tasked Tripepi Smith with an ongoing general communications scope, including: social media management and monitoring, news article writing, dashboard metric reporting, communications strategy planning, and technical and content website support (Paramount Environment Portal and Explore Paramount). Additionally, the City often tasks Tripepi Smith with graphic design, video production and photography projects.

Reference:

John Moreno, City Manager | (562) 220-2022 | [email protected] Item 11 Page 252 of 344
Single Source Communications
Tripepi Smith & Associates 20
Project Team
Director Sydni Overly will serve as your Account Manager, leveraging her robust background in local government and public policy to provide high-level strategic direction as needed. Holding a Master of Public Administration and bringing years of hands-on municipal experience — including specialized expertise in intergovernmental relations, community outreach, and crisis communications (backed by FEMA and PRSA certifications) — Sydni offers unparalleled oversight. She will closely monitor the quality of all work products before Tripepi Smith delivers them to you for review and approval.

Business Analyst Morgan Teruel will serve as your dedicated Project Manager, driving day-to-day operations, with support provided by Junior Business Analyst Gillian Magallanes. This core trio operates as a cohesive unit: Sydni, Morgan and Gillian will be directly involved and collaborating all services and deliverables provided.

This key project team will have dedicated availability to support the engagement at every phase, including the capacity and proven crisis-management experience to provide immediate, high-quality support under urgent notice or strict time constraints.

Please see Attachment A for full bios and resumes of key personnel.

Please note: Tripepi Smith is a collaborative firm with many skill sets available. Any additional Tripepi Smith staff member may be brought onto the engagement to help with our efforts. For example, one or more of our nine in-house graphic designers will be utilized to design a robust magazine or one of our videographers will be brought on to capture drone footage. View our team in the Organizational Chart in Attachment B.

Item 11 Page 253 of 344
Single Source Communications
Tripepi Smith & Associates 21

AFFIDAVIT OF NON-COLLUSION
Item 11 Page 254 of 344
Single Source Communications
Tripepi Smith & Associates 22
ATTACHMENT A: RESUMES

SYDNI OVERLY
TRIPEPI SMITH – DIRECTOR 04/25 – PRESENT
• Manage strategies, budgets and staff across several communication projects • Develop communication and outreach plans that align with client goals • Lead crisis communication strategies, including personnel matters and natural disasters • Plan and facilitate public meetings and workshops
• Produce and oversee content development for speeches, social media, websites, newsletters and more
TRIPEPI SMITH – SENIOR BUSINESS ANALYST 12/22 – 03/25
TRIPEPI SMITH – BUSINESS ANALYST 05/21 – 11/22
CITY OF GARDENA – ADMINISTRATIVE AIDE –
EMERGENCY SERVICES COORDINATOR 04/19 – 05/21
• Managed the Emergency Management Program and served as the Emergency Operations Center Coordinator and Public Information Officer for COVID-19 and civil unrest • Supported the Economic Development Manager in policy research and presentations, including cannabis regulations
• Wrote and edited public press releases, speeches and resolutions on behalf of the City Manager and elected officials
CITY OF GARDENA – RECREATION COORDINATOR 11/18 – 04/19
• Organized and managed City fundraisers and events for the Human Services Division • Donation management, community outreach and case management for the Emergency Food and Resource Program

EDUCATION
BOSTON UNIVERSITY – BOSTON, MA
• Bachelor of Arts in Sociology
CALIFORNIA STATE UNIVERSITY, LONG BEACH – LONG BEACH, CA • Master of Public Administration

CERTIFICATIONS
• Public Relations Society of America (PRSA)
Crisis Communication Certificate Program ............................................10/23 • Hootsuite Social Marketing.....................................................................05/21 • Poynter ACES Certificate in Editing .......................................................08/20 • Federal Emergency Management Agency (FEMA)
Professional Development Series (PDS)................................................09/19

SOFTWARE
• Canva
• CivicPlus
• Hootsuite
• Microsoft Office Suite
• Sprout Social
• WordPress
Item 11 Page 255 of 344
Single Source Communications
Tripepi Smith & Associates 23

MORGAN TERUEL
TRIPEPI SMITH – BUSINESS ANALYST 01/25 – PRESENT
• Manage client accounts, day-to-day operations, meetings and external relationships • Develop and tailor strategic messaging across press releases, newsletters, websites and social media
• Oversee and edit deliverables like social media content, graphics, and articles • Conduct audience research, audits and run digital ad campaigns to optimize marketing plans • Manage executive recruitment efforts by coordinating candidates, interviews and managing candidate communications to ensure a successful hiring experience SANDALS CHURCH – ONLINE CAMPUS MANAGER 09/18 – 01/25
• Drove 500% growth in viewership, 630% in engagement, and 430% in revenue through datadriven strategies • Created authentic, engaging content that resonated with a global audience across six continents
• Utilized data analysis to optimize metrics and drive audience and revenue growth • Promoted three times in three years, leading global strategy and collaborating with leadership to enhance team culture
CALIFORNIA BAPTIST UNIVERSITY – CAREER COUNSELOR 04/15– 09/18 • Established internship programs, connected candidates to employers and hosted presentations across various fields
• Increased social media growth and brand awareness through innovative campaigns CALIFORNIA BAPTIST UNIVERSITY – PERFORMANCE COORDINATOR 08/14 – 04/15 • Provided clerical and organizational support to the School of Music, including project planning and problem-solving
• Planned tours and managed logistics for traveling groups of up to 500 people

EDUCATION
CALIFORNIA BAPTIST UNIVERSITY– RIVERSIDE, CA
• Bachelor of Arts in Music | Graduated Magna Cum Laude

CERTIFICATIONS
• Hootsuite Social Marketing................................................................ 01/2025 • Professional Certificate in Public Engagement ................................. 04/2025

SOFTWARE
• Canva
• Constant Contact
• Zoom (Webinars)
• Google Suite
• Sprout Social
• Genially
• Microsoft Office
Suite
• Granicus
Communications
Item 11 Page 256 of 344
Single Source Communications
Tripepi Smith & Associates 24

GILLIAN MAGALLANES
TRIPEPI SMITH – JUNIOR BUSINESS ANALYST 06/26 – PRESENT • Manage client accounts, day-to-day operations, meetings and external relationships • Conduct market research and data analysis to provide client insights • Develop social media content for several clients and manage audience engagement • Write e-newsletters and press releases for local government agencies SOCIALLY REFINED – DIGITAL MARKETING COORDINATOR 03/26 – 06/26 • Developed and managed social media content calendars for client J. Pritchard, aligning content with brand storytelling and campaign goals
• Monitored post-event influencer participation and tracked engagement metrics to evaluate campaign reach and performance
ORANGETHEORY FITNESS – SOCIAL MEDIA COORDINATOR 05/22 – 06/26 • Supported membership growth by assisting with sales, closing 10-12 memberships per month, while managing front desk operations and capturing prospective member leads • Created two weekly social media posts and a content calendar to promote classes, events and promotions, increasing engagement and helping convert leads into memberships CALIFORNIA BAPTIST UNIVERSITY – PERFORMANCE COORDINATOR 08/14 – 04/15 • Provided clerical and organizational support to the School of Music, including project planning and problem-solving
• Planned tours and managed logistics for traveling groups of up to 500 people

EDUCATION
UNIVERSITY OF SOUTHERN CALIFORNIA– LOS ANGELES, CA
• Master of Science in Public Relations, Innovation, Strategy and Management BOISE STATE UNIVERSITY– BOISE, ID
• Bachelor of Arts in Communication

SOFTWARE
• Canva • Google Suite • Microsoft Office
Suite
Item 11 Page 257 of 344
Single Source Communications
Tripepi Smith & Associates 25
ATTACHMENT B: ORGANIZATIONAL CHART
Item 11 Page 258 of 344
Tripepi Smith & Associates, Inc.

Services Agreement