Bell City Council
May 13, 2026

any of its Representatives.

7.3. Additional Exclusions. A Receiving Party will not violate its confidentiality obligations if it discloses the Disclosing Party’s Confidential Information if required by applicable laws, including by court subpoena or similar instrument so long as the Receiving Party provides the Disclosing Party with written notice of the required disclosure so as to allow the Disclosing Party to contest or seek to limit the disclosure or obtain a protective order. If no protective order or other remedy is obtained, the Receiving Party will furnish only that portion of the Confidential Information that is legally required, and agrees to exercise reasonable efforts to ensure that confidential treatment will be accorded to the Confidential Information so disclosed.

8. DATA PROTECTION
Verkada secures the Software and Customer Data in accordance with the security practices available at www.verkada.com/trust/security-controls. Verkada will process all Customer Data in accordance with the DPA.

9. OWNERSHIP

9.1. Verkada Property. Verkada owns and retains all right, title, and interest in and to the Software, the System Data, and all intellectual property embodied in the Hardware and accessories. Except for the limited license granted to Customer in Section 2.1, Verkada does not by means of this Agreement or otherwise transfer any rights in the Products to Customer, and Customer will take no action inconsistent with Verkada’s intellectual property rights in the Products.

9.2. Customer Property. Customer owns and retains all right, title, and interest in and to the Customer Data and does not by means this Agreement or otherwise transfer any rights in the Customer Data to Verkada, except for the limited license set forth in 74

Section 2.2.

10. INDEMNIFICATION

10.1. By Verkada. Verkada will indemnify, defend, and hold Customer, its affiliates, and their respective owners, directors, members, officers, and employees (collectively, “Customer Indemnitees”) harmless from and against any claim, action, demand, suit or proceeding (each, a “Claim”), and the attorneys’ fees and court and investigative costs of Customer Indemnitees, made or brought by a third party against any of the Customer Indemnitees alleging that Customer’s use of the Products infringes or misappropriates any patent, trademark, copyright, or any other intellectual property of such third party.

Verkada will pay any damages finally awarded against any Customer Indemnitees by a court of competent jurisdiction as a result of any such Claim, or any final settlement of such Claim, so long as Customer (i) gives Verkada prompt written notice of the Claim, (ii) gives Verkada sole control of the defense and settlement of the Claim (provided that Verkada may not settle any Claim without the Customer Indemnitee’s written consent, which will not be unreasonably withheld), and (iii) provides to Verkada all reasonable assistance, at Verkada’s request and expense.

If Customer’s right to use the Products hereunder is, or in Verkada’s opinion is likely to be, enjoined as the result of a Claim, then Verkada may, at Verkada’s sole option and expense procure for Customer the right to continue using the Products under the terms of this Agreement, or replace or modify the Products so as to be non-infringing and substantially equivalent in function to the claimed infringing or enjoined Products.

Verkada will have no indemnification obligations under this Section 10.1 to the extent that a Claim is based on or arises from: (a) use of the Products in a manner other than as expressly permitted in this Agreement; (b) any alteration or modification of the Products except as expressly authorized by Verkada; (c) the combination of the Products with any other software, product, or services (to the extent that the alleged 75

infringement arises from such combination); or (d) where the Claim arises out of specifications provided by Customer. This Section 10.1 sets forth Verkada’s sole and exclusive liability, and Customer’s exclusive remedies, for any Claim of infringement or misappropriation of intellectual property.

10.2. By Customer. Customer will indemnify, defend, and hold harmless Verkada, its affiliates, and their respective owners, directors, members, officers, and employees (together, the “Verkada Indemnitees”) from and against any Claim, and the attorneys’ fees and court and investigative costs of Verkada Indemnitees, related to: (a) Customer or its Users engaging in a Prohibited Use; and (b) Customer’s indemnity obligation under the Alarms Addendum set forth in Exhibit B hereto (if any). Customer will pay any settlement of and any damages finally awarded against any Verkada Indemnitee by a court of competent jurisdiction as a result of any such Claim so long as Verkada (i) gives Customer prompt written notice of the Claim, (ii) gives Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle any Claim without Verkada’s prior written consent which will not be unreasonably withheld), and (iii) provides to Customer all reasonable assistance, at Customer’s request and expense.

11. LIMITATIONS OF LIABILITY

11.1. Disclaimer. EXCEPT FOR THE WARRANTIES EXPLICITLY SET FORTH IN THIS AGREEMENT, VERKADA MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING OR RELATING TO THE PRODUCTS, OR ANY MATERIALS OR SERVICES FURNISHED OR PROVIDED TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT, INCLUDING UPDATES OR SUPPORT. WITHOUT LIMITING THE FOREGOING, VERKADA HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE. VERKADA DOES NOT WARRANT THAT THE PRODUCTS WILL MEET CUSTOMER’S NEEDS OR EXPECTATIONS, THAT USE OF THE PRODUCTS WILL BE 76

UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.

11.2. No Consequential Damages. NEITHER PARTY, NOR ITS AFFILIATES, NOR THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES OF ANY OF THEM, WILL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, THAT MAY ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR COSTS OCCURRING AND WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE.

11.3. Direct Damages Cap. EXCEPT WITH RESPECT TO EXCLUDED CLAIMS AND UNCAPPED CLAIMS, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF EITHER PARTY, OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS AND REPRESENTATIVES, TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, INJURIES, AND LOSSES ARISING FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED ON, RESULTING FROM, OR IN ANY WAY RELATED TO THIS AGREEMENT, EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER FOR THE USE OF THE PRODUCTS UNDER THIS AGREEMENT DURING THE 24-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM.

THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES WHICH WILL BE THE CLAIMANT’S SOLE AND EXCLUSIVE REMEDY.

11.4. Excluded Claims Cap. “Excluded Claims” means any claim and/or liability associated with: (a) both party’s indemnification obligations in Section 10; (b) any breach by Verkada of the DPA, Section 8 (Data Protection), or other data privacy and security obligations. Each party’s total, cumulative liability for all Excluded Claims will not exceed two (2) times the total amount paid or payable by Customer for use of the Products under this Agreement during the Term.
77

11.5 Uncapped Claims. “Uncapped Claims” means any claim or liability associated with:
(a) Customer’s breach of Section 2.2 (License to Customer Data), Section 5.1 (Compliance), and Section 3 of Exhibit B (Customer Obligations) (if applicable); (b) either Party’s breach of confidentiality (but not relating to any liability associated with Verkada’s security obligations with respect to Customer Data which remains subject to the Excluded Claims cap); or (c) any liability of a Party which cannot be limited under applicable law, including gross negligence, recklessness, or intentional misconduct.

12. MISCELLANEOUS
This Agreement is the entire agreement between Customer and Verkada and supersedes all prior agreements and understandings concerning the subject matter hereof. Customer and Verkada are independent contractors, and this Agreement will not establish any relationship of partnership, joint venture, or agency between Customer and Verkada. Failure to exercise any right under this Agreement will not constitute a waiver. There are no third-party beneficiaries to this Agreement. This Agreement is governed by the laws of California without reference to conflicts of law rules. Any notice provided by one party to the other under this Agreement will be in writing and sent either (i) by overnight courier or certified mail (receipt requested), in the case of Customer to Customer’s address on record in Verkada’s account information and in the case of Verkada, to 406 E. 3rd Ave., San Mateo, CA 94401, or (ii) by electronic mail to Customer’s email address on record in Verkada’s account information or to Verkada at [email protected]. If any provision of this Agreement is found unenforceable, the Agreement will be construed as if such provision had not been included. Neither party may assign this Agreement without the prior, written consent of the other party, except that either party may assign this Agreement without such consent in connection with an acquisition of the assigning party or a sale of all or substantially all of its assets. In the event of an assignment by Customer in connection with an acquisition of Customer or a sale of all or substantially all of Customer’s assets, Customer’s License may be transferred to the party acquiring Customer or 78

purchasing all or substantially all of its assets, subject to Verkada’s prior written consent, such consent not to be unreasonably withheld.

A party will not be liable for any failure to perform caused by circumstances beyond its reasonable control which would otherwise make such performance commercially impractical including, but not limited to, acts of God, fire, flood, acts of war, pandemics, government action, accident, labor difficulties or shortage, inability to obtain materials, equipment or transportation (each, a “Force Majeure Event”). If a Force Majeure Event lasts longer than five (5) business days, the parties will meet to determine if performance under the Agreement can resume as agreed. If the parties cannot agree, then Verkada may terminate the applicable Purchase Order or this Agreement.

If any disputes arise, the parties will first attempt to resolve the dispute informally via good faith negotiation. If the dispute has not been resolved after 30 days, the parties will resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief) by binding arbitration before a single arbitrator administered by JAMS, its successors and assigns, in San Mateo County, California, unless otherwise agreed by the parties in writing, and pursuant to its arbitration rules. Each party will be responsible for paying any arbitration fees in accordance with the foregoing rules, and the award rendered by the arbitrator may include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed to prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of its data security, intellectual property rights or other proprietary rights.

EXHIBIT A
The Service Level Agreement is available at https://www.verkada.com/support/sla/. 79

EXHIBIT B
Alarms Addendum
This “Alarms Addendum” sets forth the terms applicable to Customer’s use of the Monitoring Services (as defined below).

1. Certain Definitions.
a. “Alarm(s)” means an alarm signal, data, video or audio transmission initiated by the Hardware installed on Customer’s premises signaling a specific type of situation that is transmitted to a Call Center for response via the Hosted Software. b. “Call Center(s)” means a central monitoring station that receives and responds to an Alarm for Customer as more fully set forth below.
c. “Call List” means the list of names, with corresponding telephone numbers and email addresses, of those persons in the order Customer wishes to receive notification of Alarms which must be created, and updated by Customer from time to time, via the Hosted Software.
d. “First Responder(s)” means the entity (e.g., fire department, police department) that is contacted by the Call Center to respond to an Alarm received at the Call Center. e. “Monitoring Services” means the automated Alarm transmission functionality enabled by the Software that, when triggered, transmits an Alarm to the Call Center for a response, as more fully described in the Documentation. The Monitoring Services are deemed to be a Product under the Agreement.

2. Monitoring Services.
a. In order to use the Monitoring Services, Customer must: (i) purchase a License for each location at which Monitoring Services will be provided (a “Monitoring License”); and (ii) enable the “Emergency Dispatch” toggle within the Hosted Software, as more fully described in the Documentation.
80

b. For each Alarm transmitted through the Hosted Software, the Call Center will respond in accordance with its internal operating procedures, and only if warranted in the sole discretion of the Call Center. Not all Alarms require notification to First Responders. If the video verification settings are set to 'Normal Mode' (as described in the Documentation), the Call Center may not notify the individuals on the Call List if it is unable to determine a threat to person or property, including because Call Center cannot discern a threat from the video provided or it is unable to access video of the trigger event. Once dispatched, the Call Center may be unable to recall First Responders.
c. In the event of notification to Customer, the Call Center will call the person(s) named in the Call List, in the order set by Customer. Receipt by Customer of any form of notification provided by the Call Center pursuant to the Call List, is deemed compliance with the notification obligation hereunder, which notice may include SMS or voice mail message.
d. If video or audio Alarms are received at the Call Center, the Call Center will monitor such video or sound in accordance with its internal operating procedures, and for so long as the Call Center, in its sole discretion, deems appropriate.

3. Customer’s Obligations.
a. Customer (or a properly licensed installer selected by Customer) is responsible for installation (including the design of such installation), maintenance, service, repair, inspection and testing of the Products. Once installed, it is Customer’s responsibility (or a properly licensed installer selected by Customer) to configure its Products in order to enable the Monitoring Services, including by creating and maintaining appropriate Trigger and Response Actions via the Hosted Software (i.e., by creating an “Alarm Address” within Customer’s account in the Hosted Software and configuring it in Customer’s discretion). Monitoring Services will be provided only if the Hardware Products have been configured to transmit Alarms to the Call Center by means of the foregoing.
81

b. Customer is responsible, at Customer’s sole expense, for supplying all systems, and incidental functionality (e.g., high-speed Internet access, IP Address and or wireless services, all 110 Volt AC power), necessary to operate the Products at Customer’s premises.
c. Once delivered, the Hardware Products are in the possession and control of Customer, and it is Customer’s sole responsibility to regularly test the operation of its Products. Verkada does not design installations, install, inspect, maintain, service, repair, or test Products for Customers.
d. Customer is responsible for obtaining and maintaining all licenses, registration and permits for the Products and Monitoring Services, including those required by the Customer’s local government, necessary to use the Products as contemplated under this Alarms Addendum in compliance with applicable laws and regulations.

4. Monitoring Services Exclusions.
a. Except for the systems under its control that Verkada uses to make the Hosted Software available, Alarms are transmitted over third party communication networks beyond the control of Verkada and are not maintained by Verkada. Verkada will not be responsible for any failure by such third-party networks which prevents transmission of Alarms from reaching the Call Center or any damages arising therefrom. b. Verkada will have no liability for permit fees, false alarms, false alarm fines, the manner in which First Responders respond, any response delays caused by the First Responders, the failure of First Responders to respond, or the manner in which Alarms are handled by the Call Centers or First Responders.
c. Verkada makes no representation that any aspect of the Products meets code requirements or constitute an alarm system, burglar alarm system, fire alarm system, CCTV system, access control system or other electronic security system, as those terms are defined under the applicable laws of the jurisdictions in which Customer uses the Products.
82

d. Verkada is not a Call Center and does not provide the services of a Call Center.

Verkada does not respond to an Alarm, notify, or attempt to notify the persons named in the Call List, request dispatch of First Responders, or other agents to Customer’s premises to investigate or verify an Alarm. The portion of the Monitoring Services performed by Verkada is strictly limited to Verkada’s automated signal and data retransmission software, receivers, and related components, routing Alarms generated from the Products at Customer’s premise via a third-party network to a Call Center for response. The Customer is not contracting with Verkada to provide the services of the Call Center. Verkada and the Call Center are independent and unrelated entities, and there is no subcontractor, employer or employee, master or servant, joint venture, partnership, or contractual relationship between them.

5. Suspension & Termination.

Verkada may, without prior notice, suspend or terminate the Monitoring Services, in Verkada’s sole discretion, in the event of: (a) a Force Majeure Event which renders any aspect of the Monitoring Services inoperable or impractical; (b) Customer defaults in its performance obligations under the Agreement or use of the Products in a manner that violates any applicable law or any third party right of privacy; (c) Call Center’s facilities or communication networks are nonoperational; (d) Customer causes the Products to transmit excessive false alarms, runaway signals, or otherwise unreasonably overburdens either Verkada’s systems or the Call Center’s systems; or (e) Customer fails to provide accurate information within the Call List or fails to properly update the Call List.

6. No Representations or Warranties.

Verkada makes no representation or warranty, whether express or implied, that the Products including the Monitoring Services will prevent any loss, damage or injury to any person or property, whether by reason of burglary, theft, hold-up, fire or any other cause, or that the Products will in all cases provide the protection for which they are installed or intended. Monitoring Services are not error-free. Verkada is not an insurer, 83

and Customer assumes all risk for loss or damage to Customer’s premises, contents, business interruption, or persons on or around the premises. Customer’s sole remedy for Verkada’s breach of this Exhibit B is to require Verkada to replace the nonoperational Products as set forth in Section 3.2 of the Agreement.

THE ABOVE EXCLUSIONS WILL NOT APPLY, IF THE GOVERNING LAW WHERE THE CUSTOMER’S PREMISE IS LOCATED PROHIBITS THE EXCLUSION OF IMPLIED WARRANTIES.

7. Indemnity.

In addition to Section 10.2 of the Agreement, to the fullest extent permitted by governing law, Customer will indemnify, defend, and hold harmless Verkada Indemnitees from and against any Claim (including reasonable attorney’s fees, court costs, fees associated with investigations, or fees or fines relating to permits or false alarms) arising from Customer’s use of the Monitoring Services or its performance, or failure to perform, its obligations under this Exhibit B.

8. Exculpatory Clause.
a. To the fullest extent permitted by governing law, Verkada will not be liable for any loss or damage sustained by Customer caused or contributed by the performance, or failure of performance, of the Monitoring Services under this Exhibit B, even if caused or contributed by any negligence of any kind or degree of the Call Center, Verkada, or any other third-party, except for Verkada’s gross negligence in states that do not permit the exculpation of liability for gross negligence, recklessness and willful misconduct.
b. IN THE EVENT THAT THE EXCULPATORY CLAUSE IS NOT ENFORCEABLE UNDER THE GOVERNING LAW WHERE THE CUSTOMER’S PREMISES IS LOCATED, THE LIMITATIONS OF LIABILITY IN SECTION 11 OF THE AGREEMENT SHALL GOVERN AND CONTROL.

9. Insurance.
84

Customer must maintain a policy of General Liability and Property Insurance for liability, casualty, fire, theft, and property damage and, upon request, will ensure that Verkada is named as additional insured, and which shall on a primary and noncontributing basis cover any loss or damage related to Customer’s use of the Products. Customer assumes all potential risk and damage that may arise by reason of failure of the Products, and Customer will look to its own insurance carrier for any loss or assume the risk of loss. Verkada will not be responsible for any portion of any loss or damage which is recovered or recoverable by Customer from insurance covering such loss or damage or for such loss or damage against which Customer is indemnified or insured. Customer and all those claiming rights under Customer policies waive all rights against Verkada and its subcontractors for loss or damages caused by perils intended to be detected by the Products or covered by insurance to be obtained by Customer, except such rights as Customer or others may have to the proceeds of insurance.

10. Conflict Resolution.

In the event of any conflict, discrepancy, or inconsistency between the terms of the Agreement and this Exhibit B, the terms of this Exhibit B will govern and control. 85

Submit
Click above to sign or propose changes (or to upload your own for our review) This HIPAA Business Associate Agreement (the “Agreement”) is made and entered between Verkada Inc., a Delaware corporation (“Business Associate”) and you, the party who accepted this Agreement (“Covered Entity”) whether by clicking a box indicating acceptance, navigating through a login page where a link to this Agreement is provided, or providing another form of electronic acceptance.

This Agreement is effective between Verkada and the Covered Entity as of the date that Covered Entity accepts the terms of this Agreement as indicated above (the “Effective Date”). Verkada reserves the right to modify or update the terms of this Agreement in its discretion, the effective date of which will be the earlier of (i) 30 days from the date of such update or modification and (ii) to Covered Entity’s continued participation in Verkada’s programs.

1. Covered Entity is or may be subject to the requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act (“HITECH”) and the implementing regulations thereof (the “HIPAA Regulations”). As used herein, “PHI” refers to Protected Health Information maintained, transmitted, created or received by Business Associate for or from Covered Entity.

2. Business Associate may maintain, transmit create or receive data for or from Covered Entity that constitutes Protected Health Information (as defined in the HIPAA Regulations) to perform tasks on behalf of Covered Entity;

3. To the extent required by the HIPAA Regulations and applicable state law, Business Associate is or may be directly subject to certain privacy and security obligations and penalty provisions of HIPAA, HITECH, the HIPAA Regulations and state law.

The parties agree as follows:

7. Attachment B - Business Associate Agreement
86

1. Use and Disclosure. Business Associate may use and disclose PHI only as permitted or required by this Agreement or as required by law. Business Associate may use or disclose PHI as required to perform its obligations under any underlying service agreements or end user agreements entered into between the parties in connection with Covered Entity’s purchase of goods and/or services from Business Associate (collectively, “Service Agreement”) between the parties to perform the services as described in the Service Agreement (“Services”), provided that Business Associate shall not use or disclose PHI in any manner that would constitute a violation of the HIPAA Regulations if done by Covered Entity. The Services are not intended to be used as part of any life-saving or emergency systems, and Covered Entity will not use the Services in any such environment. Further, Covered Entity will not manually label, tag, or otherwise associate any PHI with Business Associate’s hardware products by means of the Services. To the extent Covered Entity notifies Business Associate of a reasonable restriction request granted by Covered Entity that would limit Business Associate’s use or disclosure of PHI, Business Associate will use its commercially reasonable efforts to comply with the restriction. To the extent Business Associate is to carry out an obligation of Covered Entity under the HIPAA Regulations, Business Associate shall comply with the requirements of the HIPAA Regulations that apply to Covered Entity in the performance of such obligation.

2. Appropriate Safeguards. Business Associate agrees to maintain reasonable and appropriate administrative, technical and physical safeguards to protect PHI from uses or disclosures not permitted by this Agreement, including maintaining policies and procedures to detect, prevent or mitigate identity theft based on PHI or information derived from PHI. In addition, Business Associate agrees to comply with the applicable requirements of the HIPAA Regulations with respect to electronic PHI and any guidance issued by the Secretary of the Department of Health and Human Services (“HHS”).

3. Incident Notification. To the extent Business Associate becomes aware of or discovers (i) any use or disclosure of PHI in violation of this Agreement, (ii) any 87

Security Incident, or (iii) any Breach of Unsecured Protected Health Information (each as defined in the HIPAA Regulations) related to any individual who is the subject of PHI, Business Associate shall promptly report such use, disclosure, incident, or breach to Covered Entity and shall include the information specified in the HIPAA Regulations.

Business Associate shall mitigate, to the extent practicable, any harmful effect known to it of a use or disclosure of PHI by Business Associate not permitted by this Agreement.

4. Subcontractors. In accordance with the HIPAA Regulations, Business Associate shall ensure that each subcontractor or agent that handles PHI on behalf of Business Associate agrees in writing to be bound by the same restrictions, terms and conditions that apply to Business Associate pursuant to this Agreement.

5. Access to Designated Record Sets. Within fifteen (15) days of a request by Covered Entity for access to PHI about an individual contained in a Designated Record Set (as defined at the HIPAA Regulations), Business Associate shall make available to Covered Entity such PHI in the form requested by Covered Entity. If the requested PHI is maintained electronically, Business Associate shall provide a copy of the PHI in the electronic form and format requested by the individual, if it is readily producible, or, if not, in a readable electronic form and format as agreed to by Covered Entity and the individual. In the event that any individual requests access to PHI directly from Business Associate, Business Associate shall within ten (10) days forward such request to Covered Entity. Any denials of access to the PHI requested shall be the responsibility of Covered Entity.

6. Amendments to Designated Record Sets. Within fifteen (15) days of receipt of a request from Covered Entity for the amendment of an individual’s PHI contained in a Designated Record Set (for so long as the PHI is maintained in the Designated Record Set), Business Associate shall provide such information to Covered Entity for amendment and incorporate any such amendments in the PHI. In the event a request for an amendment is delivered directly to Business Associate, Business Associate shall within ten (10) days of receiving such request forward the request to Covered 88

Entity.

7. Access to Books and Records. Except for disclosures of PHI by Business Associate that are excluded from the accounting obligation as set forth in the HIPAA Regulations or regulations issued pursuant to HITECH, Business Associate shall record for each disclosure the information required to be recorded by covered entities pursuant to the HIPAA Regulations. Within twenty (20) days of notice by Covered Entity to Business Associate that it has received a request for an accounting of disclosures of PHI, Business Associate shall make available to Covered Entity, or the individual (if requested by Covered Entity), the information required to be maintained pursuant to this Section 7. In the event the request for an accounting is delivered directly to Business Associate, Business Associate shall within ten (10) days forward such request to Covered Entity.

8. Accountings. At Covered Entity’s or HHS’ request, Business Associate shall make its internal practices, books and records relating to the use and disclosure of PHI available to HHS for purposes of determining compliance with the HIPAA Regulations.

9. Permitted Uses and Disclosures. Business Associate is not authorized to use or disclose PHI in a manner that would violate the HIPAA Regulations if done by Covered Entity, provided that Business Associate may:
a. use the PHI for its proper management and administration and to carry out its legal responsibilities.
b. disclose PHI for its proper management and administration and to carry out its legal responsibilities, provided that disclosures do not violate the HIPAA Regulations.
c. use and disclose PHI to report violations of law to appropriate Federal and State authorities.
d. aggregate the PHI in its possession with the Protected Health Information of other covered entities that Business Associate has in its possession through its capacity as a business associate to other covered entities, provided that 89

such aggregation conforms to the requirements of the HIPAA Regulations. e. use PHI to create de-identified information, and use such de-identified information for its own purposes, provided that the de-identification and use thereof conforms to the requirements of the HIPAA Regulations.

10. HIPAA Transaction Standards. If Business Associate conducts standard transactions (as defined in the HIPAA Regulations) for or on behalf of Covered Entity, Business Associate will comply and will require by written contract each agent or contractor (including any subcontractor) involved with the conduct of such standard transactions to comply, with each applicable requirement of the HIPAA Regulations.

Business Associate will not enter into, or permit its agents or contractors (including subcontractors) to enter into, any trading partner agreement in connection with the conduct of standard transactions for or on behalf of Covered Entity that: (i) changes the definition, data condition, or use of a data element or segment in a standard transaction; (ii) adds any data elements or segments to the maximum defined data set; (iii) uses any code or data element that is marked “not used” in the standard transaction’s implementation specification or is not in the standard transaction’s implementation specification; or (iv) changes the meaning or intent of the standard transaction’s implementation specification. Business Associate agrees to participate in any test modification conducted by Covered Entity in accordance with the HIPAA Regulations.

11. Term and Termination. This Agreement shall remain in effect until the Service Agreement is terminated or expires. Either party may terminate this Agreement and the Service Agreement effective immediately if it determines that the other party has breached a material provision of this Agreement and failed to cure such breach within thirty (30) days of being notified by the other party of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Agreement and the Service Agreement effective immediately upon written notice to other party.

12. Limitation of Liability. Business Associate’s obligations under this Agreement shall be subject to any limitations of liability set forth in the Service Agreement. 90

13. Effect of Termination. Upon termination of this Agreement, Business Associate agrees to either return or destroy, at no cost to Covered Entity, all PHI that Business Associate still maintains in any form. Notwithstanding the foregoing, to the extent that it is not feasible to return or destroy such PHI, the terms and provisions of this Agreement shall survive termination of this Agreement, and Business Associate shall only use or disclose such PHI solely for such purpose or purposes which prevented the return or destruction of such PHI.

14. Miscellaneous. Business Associate’s liability under this Agreement shall be subject to any limitations of liability set forth in any master service or end user agreement entered into between the parties in connection with Covered Entity’s purchase of goods and/or services from Business Associate. Nothing in this Agreement shall be construed to create any rights or remedies in any third parties or any agency relationship between the parties. To the extent Business Associate is acting as a business associate under the HIPAA Regulations, Business Associate shall be subject to the penalty provisions specified in HITECH. Upon the effective date of any final regulation or amendment to final regulations promulgated by HHS with respect to PHI, this Agreement will be deemed to be automatically amended such that the obligations imposed on the parties remain in compliance with such regulations. The terms and conditions of this Agreement shall override and control any conflicting term or condition of any agreement between the parties with respect to the Services Agreement.
91

Submit
Click above to sign or propose changes (or to upload your own for our review) This Data Processing Addendum including all of its Annexes (this “Addendum”) supplements and forms part of the End User Agreement accepted by Customer on or about the date hereof (the “Agreement”) by and between Verkada Inc. (“Verkada”) and the Customer identified therein (“Customer”, and together with Verkada, the “Parties”).

All capitalized terms used but not otherwise defined herein have the respective meanings ascribed to them in the Agreement.

Verkada reserves the right to modify or update the terms of this Addendum in its discretion, the effective date of which will be the earlier of (i) 30 days from the date of such update or modification and (ii) Customer’s continued use of the Products.

Customer has purchased a subscription to the Software pursuant to the Agreement that involves the Processing of Personal Data subject to Data Protection Laws.

In the provision of the Software by Verkada to Customer pursuant to the Agreement, Customer acts as Controller and Verkada acts as Processor or Service Provider with respect to the Personal Data, or, as the case may be, Customer acts as a Processor for its end user customers including such end user customers’ affiliated companies (as ultimate Controllers) and Verkada will act as a sub-Processor acting on the instruction of the Customer vis-a-vis its end user customers.

The parties agree as follows:

1. Definitions. Unless otherwise defined in the Agreement, all capitalized terms used in this Addendum will have the meanings given to them herein or in applicable Data Protection Laws.
“Controller” means the entity or Business which solely or jointly with other entities determines the purposes and means of the Processing of Personal

7. Attachment C - Data Processing Addendum
92

Data, and for the purposes of this Addendum means Customer, including when acting on behalf of its own end user customer.
“Data Breach” has the meaning given to it in the Data Protection Laws and for the purpose of this Addendum relates to the personal data Processed by Verkada on behalf of Customer.
“Data Protection Laws” means to the extent applicable to Customer’s use of the Software, all applicable data protection and privacy laws, their implementing regulations, regulatory guidance, and secondary legislation, each as updated or replaced from time to time, including, as they may apply:
(i) the General Data Protection Regulation ((EU) 2016/679) (the “GDPR”) and any applicable national implementing laws; (ii) the UK General Data Protection Regulation (“UK GDPR”) and the UK Data Protection Act 2018; (iii) U.S. legislation (e.g., the California Consumer Privacy Act and the California Privacy Rights Act); and (iv) any other laws that may be applicable. “Data Subject” means the identified or identifiable person to whom the Personal Data relates, as defined in applicable Data Protection Laws. “EEA” means the European Economic Area.
“EU Standard Contractual Clauses” or “EU SCCs” or “Clauses” means the standard data protection clauses for the transfer of Personal Data to processors established in third countries, as described in Article 46 of the EU GDPR pursuant to the European Commission’s decision (C(2010)593) of 5 February 2010 on Standard Contractual Clauses, as approved by the European Commission in the European Commission’s Implementing Decision 2021/914/EU of 4 June 2021, as each may be amended, updated, or replaced from time to time.
“Personal Data” has the meaning given to it in the Data Protection Laws, and for the purpose of this Addendum relates to the personal data Processed by Verkada on behalf of Customer as described in Section 3. “Processing” has the meaning given to it in the Data Protection Laws and 93

“process”, “processes” and “processed” will be construed accordingly. “Processor” means the entity or Service Provider which Processes Personal Data on behalf of the Controller, as defined in applicable Data Protection Laws and for the purposes of this Addendum means Verkada.

2. Compliance with Laws. Each party will comply with the Data Protection Laws as applicable to it. In particular, Customer will comply with its obligations as Controller (or on behalf of Controller), and Verkada will comply with its obligations as Processor.

3. Data Processing.
a. Roles of the Parties. The Parties acknowledge and agree that with regard to the Processing of Personal Data, where such terms are used by applicable Data Protection Laws, (i) the Customer is the Controller, (ii) Verkada is the Processor or Service Provider and that (iii) the Processor may engage sub-Processors or other Service Providers pursuant to the requirements set forth in Section 10 below. b. Customer Obligations.
i. Customer (as Controller or on behalf of the ultimate Controller) undertakes that all instructions for the Processing of Personal Data under the Agreement or this Addendum or as otherwise agreed will comply with the Data Protection Laws, and such instructions will not in any way cause
Verkada to be in breach of any Data Protection Laws.
ii. The Customer will have sole responsibility for the means by which the Customer acquired the Personal Data.
c. Verkada’s Processing of Personal Data.
i. Verkada will Process Personal Data only in accordance with 94

Customer’s (i) instructions as outlined in the Agreement and this Addendum or (ii) as otherwise documented by Customer, in either event only as permitted by applicable Data
Protection Laws and for purpose of providing the Products to Customer in accordance with the terms of the Agreement. ii. Unless prohibited by applicable law, Verkada will notify Customer if, in its opinion, an instruction infringes any Data Protection Law to which it is subject, in which case Verkada will be entitled to suspend performance of such instruction without any kind of liability towards the Customer, until Customer confirms in writing that such instruction is valid under such Data Protection Law. Any additional instructions regarding the manner in which Verkada Processes the
Personal Data will require prior written agreement between Verkada and Customer.
iii. Verkada will not be liable in the event of any claim brought by a third party, including, without limitation, a Data Subject, arising from any act or omission of the Processor, to the extent that such act or omission is a result of the Customer’s instructions.
iv. Verkada will not disclose Personal Data to any government, except as necessary to comply with applicable law or a valid and binding order of a law enforcement agency (such as a subpoena or court order). If Verkada receives a binding order from a law enforcement agency for Personal Data, Verkada will notify Customer of the request it has received so long as Verkada is not legally prohibited from doing so.
v. Where Verkada acts as Customer’s Service Provider, Verkada 95

shall not: (i) sell Personal Data; (ii) collect, retain, use, or disclose Personal Data (a) for any purpose other than
providing the Products specified in the Agreement and this Addendum or (b) outside of the direct business relationship between Verkada and Customer; or (iii) combine this
Personal Data with Personal Data that Processor obtains from other sources except as permitted by applicable Data Protection Laws. Verkada certifies that it understands the prohibitions outlined in this Section 3(c)(v) and will comply with them.
vi. Verkada will take reasonable steps to ensure that individuals with access to or involved in the Processing of Personal Data are subject to appropriate confidentiality obligations and/or are bound by related obligations under Data Protection Laws or other applicable laws.
d. The duration of the Processing, the nature and specific purposes of the Processing, the types of Personal Data Processed, and categories of Data Subjects under this Addendum are further specified in the Annexes to this Addendum and, on a more general level, in the Agreement.

4. Transfers of Personal Data. Verkada shall transfer Personal Data between jurisdictions as a Data Processor in accordance with applicable Data Protection Laws, including as relevant provisions of this Section 4. a. Transfers of Personal Data Outside the EEA.
i. Transfers to countries that offer adequate level of data protection. Personal Data may be transferred from EEA to other jurisdictions where such jurisdictions are deemed to 96

provide an adequate level of data protection under applicable Data Protection Laws.
ii. Transfers to other third countries. If the Processing of Personal Data includes transfers from EEA/EU Member
States to countries outside the EEA/EU which have not been deemed adequate under applicable Data Protection Laws, the parties’ EU Standard Contractual Clauses are hereby
incorporated into and form part of this Addendum. The
Parties agree to include the optional Clause 7 (Docking clause) to the EU SCCs incorporated into this Addendum.

With regards to clauses 8 to 18 of the EU SCCs, the different modules and options will apply as follows:
i. Module Two shall apply.
ii. The Option within Clause 11(a) of the EU SCCs,
providing for the optional use of an independent
dispute resolution body, is not selected.
iii. The Options and information required for Clauses 17 and 18 of the EU SCCs, covering governing law and
jurisdiction, are outlined in Section 13 of this
Addendum.
iv. Option 2 within Clause 9(a) of the EU SCCs, covering authorization for sub-processors, is selected, as
discussed within Section 10 of this Addendum.
b. Transfers of Personal Data Outside Switzerland. If Personal Data is transferred from Switzerland in a manner that would trigger obligations under the Federal Act on Data Protection of Switzerland (“FADP”), the EU SCCs shall apply to such transfers and shall be 97

deemed to be modified in a manner to that incorporates relevant references and definitions that would render such EU SCCs an adequate tool for such transfers under the FADP.
c. Transfers of Personal Data Outside the UK. If Personal Data is transferred in a manner that would trigger obligations under UK GDPR, the parties agree that Annex IV shall apply.
d. Annexes. This Addendum and its Annexes, together with the Agreement, including as relevant applicable Clauses, serve as a binding contract that sets out the subject matter, duration, nature, and purpose of the Processing, the type of Personal Data and categories of data subjects as well as the obligations and rights of the Controller. Verkada may execute relevant contractual addenda, including as relevant the EU SCCs (Module 3) with any relevant Subprocessor (as hereinafter defined, including Affiliates). Unless Verkada notifies Customer to the contrary, if the European Commission subsequently amends the EU SCCs at a later date, such amended terms will supersede and replace any EU SCCs executed between the parties.
e. Alternative Data Export Solution. The parties agree that the data export solutions identified in this Section 4 will not apply if and to the extent that Customer adopts an alternative data export solution for the lawful transfer of Personal Data (as recognized under applicable Data Protection Laws), in which event, Customer shall reasonably cooperate with Verkada to implement such solution and such alternative data export solution will apply instead (but solely to the extent such alternative data export solution extends to the territories to which Personal Data is transferred under this Addendum). f. Customer shall be responsible for obligations corresponding to Data 98

Controllers under Data Protection Laws

5. Technical and Organizational Measures. Verkada will implement appropriate technical and organizational measures to ensure a level of security of Personal Data appropriate to the risk, as further described in Annex II to this Addendum. In assessing the appropriate level of security, Verkada will take into account the risks that are presented by Processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored or otherwise Processed.

6. Data Subjects rights. Verkada will assist Customer in responding to Data Subjects’ requests exercising their rights under the Data Protection Laws. To that effect, Verkada will (i) to the extent permitted by applicable law, promptly notify Customer of any request received directly from Data Subjects to access, correct or delete its Personal Data without responding to that request, and (ii) upon written request from Customer, provide Customer with information that Verkada has available to reasonably assist Customer in fulfilling its obligations to respond to Data Subjects exercising their rights under the Data Protection Laws.

7. Data Protection Impact Assessments. If Customer is required under the Data Protection Laws to conduct a Data Protection Impact Assessment, then upon written request from Customer, Verkada will use commercially reasonable efforts to assist in the fulfilment of Customer’s obligation as related to its use of the Products, to the extent Customer does not otherwise have access to the relevant information. If required under Data Protection Laws, Verkada will provide reasonable assistance to Customer in the cooperation or prior consultation with Data Protection Authorities in relation to any applicable Data Protection Impact Assessment.

8. Audit of Technical and Organizational Measures. Verkada will make available all information necessary to demonstrate its compliance with data protection 99

policies and procedures implemented as part of the Products. To this end, upon written request (not more than once annually) Customer may, at its sole cost and expense, verify Verkada’s compliance with its data protection obligations as specified in this Addendum by: (i) submitting a security assessment questionnaire to Verkada; and (ii) if Customer is not satisfied with Verkada’s responses to the questionnaire, then Customer may conduct an audit in the form of meetings with Verkada’s information security experts upon a mutually agreeable date. Such interviews will be conducted with a minimum of disruption to Verkada’s normal business operations and subject always to Verkada’s agreement on scope and timings. Such audit will be performed during normal business hours, in such a manner as not to unreasonably disrupt normal business operations, and in no event will take place over the course of more than two business days. The Customer may perform the verification described above by itself or through a mutually agreed upon third party auditor, so long as Customer or its authorized auditor executes a mutually agreed upon non-disclosure agreement. Customer will be responsible for any actions taken by its authorized auditor. All information disclosed by Verkada under this Section 8 will be deemed Verkada’s Confidential Information, and Customer will not disclose any audit report to any third party except as obligated by law, court order or administrative order by a government agency. Verkada will remediate any mutually agreed, material deficiencies in its technical and organizational measures identified by the audit procedures described in this Section 8 within a mutually agreeable timeframe.

9. Breach notification. If Verkada becomes aware of a Data Breach, then Verkada will notify the Customer without undue delay after becoming aware of such Data Breach, will co-operate with the Customer, and will take commercially reasonable steps to investigate, mitigate, and remediate such 100

Data Breach. Verkada will provide all reasonably required support and cooperation necessary to enable Customer to comply with its legal obligations pursuant applicable Data Protection Laws.

10. Sub-processing.
a. Customer agrees that Verkada may engage either Verkada affiliated companies or third-party providers as sub-Processors under the Agreement and this Addendum (“Subprocessors”) and hereby authorizes Verkada to engage such Subprocessors in providing the Products to Customer. Verkada will restrict the Processing activities performed by Subprocessors to only what is necessary to provide the Products to Customer pursuant to the Agreement and this Addendum. Verkada will impose appropriate contractual obligations in writing upon the Subprocessors that are no less protective than this Addendum.
b. Verkada maintains an updated list of all Subprocessors used by Verkada which is available upon written request. Verkada may amend the list of Subprocessors by adding or replacing Subprocessors at any time. Customer will be entitled to object to a new Subprocessor by notifying Verkada in writing the reasons of its objection. Verkada will work in good faith to address Customer’s objections. If Verkada is unable or unwilling to adequately address Customer’s objections to Customer’s reasonable satisfaction, then Customer may terminate this Addendum and the Agreement in accordance with Section 6.2 of the Agreement.

11. Return or Deletion of Personal Data. Verkada will delete or return, in Customer’s discretion, Personal Data within a reasonable period of time following the termination or expiration of the Agreement following written request from Customer unless otherwise required by applicable Data 101

Protection Laws.

12. Termination. This Addendum shall automatically terminate upon the termination or expiration of the Agreement. Sections 3(b), 3(c)(iii), and 14 of this Addendum shall survive the termination or expiration of this Addendum for any reason. This Addendum cannot, in principle, be terminated separately to the Agreement, except where the Processing ends before the termination of the Agreement, in which case, this Addendum shall automatically terminate.

13. Governing Law. This Addendum shall be governed by and construed in accordance with governing law and jurisdiction provisions in the Agreement, unless required otherwise by applicable Data Protection Laws. For the purposes of Clauses 17 and 18 of the EU SCCs, where applicable, to the extent that the governing law and jurisdiction provisions in the Agreement do not meet the requirements of the EU SCCs, the parties select Option 2 of Clause 17, and agree that the EU SCCs shall be governed by the law of the EU Member State in which the data exporter is established; where such law does not allow for third-party beneficiary rights, the EU SCCs shall be governed by the laws of the country of Ireland. Pursuant to Clause 18, any dispute between the Parties arising from the EU SCCs shall be resolved by the courts of Ireland, and the Parties submit themselves to such jurisdiction. For the purposes of Clause 13 of the GDPR, the Supervisory Authority shall be the data exporter’s applicable Supervisory Authority. Data exporter shall notify data importer of the applicable Supervisory Authority by email at [email protected] and shall provide any necessary updates without undue delay.

14. Entire Agreement; Conflict. Except as amended by this Addendum, the Agreement will remain in full force and effect. If there is a conflict between the Agreement and this Addendum as to the subject matter herein, the terms of this Addendum will control.
102

ANNEX I
A. LIST OF PARTIES
Data exporter(s):

Name: The Customer named in the Agreement
Address: The address of the Customer’s corporate headquarters Contact person’s name, position and contact details: The primary administrative contact listed in the Hosted Software.

Activities relevant to the data transferred under these Clauses: Purchase of subscription and use of Software under the Agreement
Role (controller/processor): Controller
Data importer(s):

Name: Verkada Inc.

Address: 406 E. 3rd Ave, San Mateo, CA 94401, USA
Contact details Elizabeth Davies, CPO, [email protected] Activities relevant to the data transferred under these Clauses: Processing of personal data to provide Products as set forth in the Agreement Role (controller/processor): Processor
B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred:

Individuals who may appear in the video footage captured by Data Exporter’s security cameras and individuals authorized by Data Exporter to use the Software on behalf of Data Exporter or individuals whose personal data the Data Exporter chooses to provide.

Categories of personal data transferred:
•Audio and video data to provide the Services and Products, •Contact information, including names, emails and phone number(s), and •Personal Data that the Controller chooses to provide at its own direction 103

Note: Data Importer does not process sensitive data except at the direction of or as permitted by Data Exporter.

The frequency of the transfer (e.g. whether the data is transferred on a oneoff or continuous basis):

Continuous basis during the Term of the Agreement
Nature of the processing:

As specified under the Agreement (i.e., enterprise Software-as-a-Service platform for physical security)
Purpose(s) of the data transfer and further processing:

For the provision of the specific business purpose and services/Products under the Agreement
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period:

During the term of the Agreement and as provided therein.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing:

During the Term of the Agreement for the purpose of providing the services/Products.

C. COMPETENT SUPERVISORY AUTHORITY
The competent supervisory authority/ies applicable to Data Exporter as notified to Data Importer in accordance with Section 13(a) of the Addendum.

ANNEX II – TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA Data Importer (also referred to as Verkada below) has taken and will maintain appropriate administrative, technical, physical and procedural security measures, for the protection of the Personal Data, with such measures located here:
104

https://www.verkada.com/trust/security-controls/
ANNEX III – LIST OF SUB-PROCESSORS
To view Data Importer’s list of sub-processors, please submit your request at:
https://my.pima.app/p/verkada/verkada-subprocessors
ANNEX IV
UK ADDENDUM TO EU STANDARD CONTRACTUAL CLAUSES
PART 1: TABLES
Table 1: Parties
Start date Effective the date of the execution of the Addendum The Parties Exporter (who sends the
Restricted Transfer)
As listed in Annex I
Importer (who receives the
Restricted Transfer)
As listed in Annex I
Parties’ Details As listed in Annex I As listed in Annex I Key Contacts As listed in Annex I As listed in Annex I
Table 2: Selected SCCs, Modules and Selected Clauses
105

"Addendum
EU SCCs”
The version of the approved EU SCCs agreed to in the Addendum to which this UK Addendum is appended to, including the Appendix Information.

Table 3: Appendix Information
"Appendix Information" means the information which must be provided for the selected modules as set out in the Appendix of the Approved SCCs (other than the Parties), and which for this UK Addendum is set out in:

Annex 1A: List of Parties: See Annex I
Annex 1B: Description of Transfer: Annex I
Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data: Annex II Annex III: List of Sub processors: Annex III
Table 4: Ending this Addendum when the Approved Addendum Changes Ending this Addendum when the Approved
Addendum changes
Which Parties may end this
Addendum:
☐ Importer
106

☐ Exporter
☐ neither Party
PART 2: MANDATORY CLAUSES
"Mandatory
Clauses"
Part 2: Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section 18 of those Mandatory Clauses.
107

This Service Level Agreement is incorporated by reference into the Terms of Sale between Verkada Inc. (“Verkada”) and the customer (the “Company”) named therein (the “Agreement”). All capitalized terms used but not otherwise defined herein have the respective meanings ascribed to them in the Agreement Service Levels
Verkada will use commercially reasonable efforts to make the Platform available

99.99% or more of the time during any calendar month. Subject to the exclusions set forth below, an outage will be defined as any time when the Platform is not available due to a cause within the control of Verkada. The availability standard does not apply to any feature of the Platform that Verkada identifies as a “beta” feature or service.

Service Credits
If Verkada fails to achieve the availability percentage above, Company will be eligible to receive a credit (“Service Credit”) calculated as a certain number of days added to the end of Company’s paid Subscription Period. The Service Credits increase is based on the amount of aggregate outage as set forth below.

Service Availability Service Credit
Less than 99.99% 3 days
Less than 99.9% 7 days
Less than 99% 15 days
Less than 90% 30 days
Service Credits are non-transferable. To receive a Service Credit, Company must

7. Attachment D - Service Level Agreement
108

contact Verkada in writing within 30 days following the outage and demonstrate to Verkada’s reasonable satisfaction that Company’s use of the Platform was adversely affected as a result of the outage.

Exclusions
Verkada does not include in its calculation of downtime any time the Platform is not provided due to:
▪ Planned maintenance windows where notice of planned unavailability has been given, via the Platform, at least two business days prior to the outage, unless in the case of emergency changes;
▪ Force Majeure Events;
▪ Actions or inactions on Company’s part;
▪ Events arising from Company’s systems or any Company websites; ▪ ISP or Internet outages outside of Verkada’s control; or ▪ Outages reasonably deemed necessary by Verkada.

Sole Remedy
Notwithstanding any terms to the contrary in the Terms of Sale, the Service Credits are Company’s sole and exclusive remedy for any outage of the Platform. 109

Appendix C, DOC # 4
Texas Government Code 2270 Verification Form
House Bill 89 (85R Legislative Session), which adds Chapter 2270 to the Texas Government Code, provides that a governmental entity may not enter into a contract with a company without verification that the contracting vendor does not and will not boycott Israel during the term of the contract.

Furthermore, Senate Bill 252 (85R Legislative Session), which amends Chapter 2252 of the Texas Government Code to add Subchapter F, prohibits contracting with a company engaged in business with Iran, Sudan or a foreign terrorist organization identified on a list prepared by the Texas Comptroller.

I, ___________________________________________________, as an authorized representative of _____________________________________________________________, a contractor engaged by Insert Name of Company
Region 4 Education Service Center, 7145 West Tidwell Road, Houston, TX 77092, verify by this writing that the above-named company affirms that it (1) does not boycott Israel; and (2) will not boycott Israel during the term of this contract, or any contract with the above-named Texas governmental entity in the future.

Also, our company is not listed on and we do not do business with companies that are on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations found at https://comptroller.texas.gov/purchasing/docs/foreign-terrorist.pdf.

I further affirm that if our company's position on this issue is reversed and this affirmation is no longer valid, that the above-named Texas governmental entity will be notified in writing within one (1) business day and we understand that our company's failure to affirm and comply with the requirements of Texas Government Code 2270 et seq. shall be grounds for immediate contract termination without penalty to the above-named Texas governmental entity.

I swear and affirm that the above is true and correct.
__ ____________________________ ________________
Signature of Named Authorized Company Representative Date Verkada Inc
Caleb Augustin
Docusign Envelope ID: 326516A7-9757-4104-BB8B-443D939B009D 11/18/2024
110

Version June 26, 2024
Non–Federal entity means a state, local government, Indian tribe, institution of higher education (IHE), or nonprofit organization that carries out a Federal award as a recipient or subrecipient.

Nonprofit organization means any corporation, trust, association, cooperative, or other organization, not including IHEs, that:
(a) Is operated primarily for scientific, educational, service, charitable, or similar purposes in the public interest; (b) Is not organized primarily for profit; and
(c) Uses net proceeds to maintain, improve, or expand the operations of the organization.

Obligations means, when used in connection with a non–Federal entity's utilization of funds under a Federal award, orders placed for property and services, contracts and subawards made, and similar transactions during a given period that require payment by the non–Federal entity during the same or a future period.

Pass-through entity means a non–Federal entity that provides a subaward to a subrecipient to carry out part of a Federal program.

Recipient means a non–Federal entity that receives a Federal award directly from a Federal awarding agency to carry out an activity under a Federal program. The term recipient does not include subrecipients.

Simplified acquisition threshold means the dollar amount below which a non–Federal entity may purchase property or services using small purchase methods. Non–Federal entities adopt small purchase procedures in order to expedite the purchase of items costing less than the simplified acquisition threshold. The simplified acquisition threshold is set by the Federal Acquisition Regulation at 48 CFR Subpart 2.1 (Definitions) and in accordance with 41 U.S.C. 1908. As of the publication of this part, the simplified acquisition threshold is $250,000, but this threshold is periodically adjusted for inflation. (Also see definition of § 200.67 Micro-purchase.)
Subaward means an award provided by a pass-through entity to a subrecipient for the subrecipient to carry out part of a Federal award received by the pass-through entity. It does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. A subaward may be provided through any form of legal agreement, including an agreement that the pass-through entity considers a contract.

Subrecipient means a non–Federal entity that receives a subaward from a pass-through entity to carry out part of a Federal program; but does not include an individual that is a beneficiary of such program. A subrecipient may also be a recipient of other Federal awards directly from a Federal awarding agency.

Termination means the ending of a Federal award, in whole or in part at any time prior to the planned end of period of performance.

The following provisions may be required and apply when Participating Agency expends federal funds for any purchase resulting from this procurement process. Per FAR 52.204-24 and FAR 52.204-25, solicitations and resultant contracts shall contain the following provisions.

52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (Oct 2020)
The Offeror shall not complete the representation at paragraph (d)(1) of this provision if the Offeror has represented that it "does not provide covered telecommunications equipment or services as a part of its offered products or services to the Government in the performance of any contract, subcontract, or other contractual instrument" in paragraph (c)(1) in the provision at 52.204-26, Covered Telecommunications Equipment or Services—Representation, or in paragraph (v)(2)(i) of the provision at 52.212-3, Offeror Representations and Certifications-Commercial Items. The Offeror shall not complete the representation in paragraph (d)(2) of this provision if the Offeror has represented that it "does not use covered telecommunications equipment or services, or any equipment, system, or service that uses covered telecommunications equipment or services" in paragraph (c)(2) of the provision at 52.204-26, or in paragraph (v)(2)(ii) of the provision at 52.212-3.

Docusign Envelope ID: F503A304-711D-46D8-8A83-7B285AA86658 118

Version June 26, 2024
(a) Definitions. As used in this provision—
Backhaul, covered telecommunications equipment or services, critical technology, interconnection arrangements, reasonable inquiry, roaming, and substantial or essential component have the meanings provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (b) Prohibition.
(1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. Nothing in the prohibition shall be construed to—
(i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or (ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles. (2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115- 232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract or extending or renewing a contract with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract. Nothing in the prohibition shall be construed to— (i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or (ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles. (c) Procedures. The Offeror shall review the list of excluded parties in the System for Award Management (SAM) (https://www.sam.gov) for entities excluded from receiving federal awards for "covered telecommunications equipment or services". (d) Representation. The Offeror represents that—
(1) It � will, � will not provide covered telecommunications equipment or services to the Government in the performance of any contract, subcontract or other contractual instrument resulting from this solicitation. The Offeror shall provide the additional disclosure information required at paragraph (e)(1) of this section if the Offeror responds "will" in paragraph (d)(1) of this section; and
(2) After conducting a reasonable inquiry, for purposes of this representation, the Offeror represents that— It � does, � does not use covered telecommunications equipment or services, or use any equipment, system, or service that uses covered telecommunications equipment or services. The Offeror shall provide the additional disclosure information required at paragraph (e)(2) of this section if the Offeror responds "does" in paragraph (d)(2) of this section. (e) Disclosures.
(1) Disclosure for the representation in paragraph (d)(1) of this provision. If the Offeror has responded "will" in the representation in paragraph (d)(1) of this provision, the Offeror shall provide the following information as part of the offer. (i) For covered equipment—
(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the original equipment manufacturer (OEM) or a distributor, if known); (B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and (C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision. (ii) For covered services—
(A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or
Docusign Envelope ID: F503A304-711D-46D8-8A83-7B285AA86658 119

Version June 26, 2024
(B) If not associated with maintenance, the Product Service Code (PSC) of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision. (2) Disclosure for the representation in paragraph (d)(2) of this provision. If the Offeror has responded "does" in the representation in paragraph (d)(2) of this provision, the Offeror shall provide the following information as part of the offer:
(i) For covered equipment—
(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the OEM or a distributor, if known); (B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and (C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision. (ii) For covered services—
(A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or
(B) If not associated with maintenance, the PSC of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision.

52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (Aug 2020).
(a) Definitions. As used in this clause—
Backhaul means intermediate links between the core network, or backbone network, and the small subnetworks at the edge of the network (e.g., connecting cell phones/towers to the core telephone network). Backhaul can be wireless (e.g., microwave) or wired (e.g., fiber optic, coaxial cable, Ethernet).

Covered foreign country means The People’s Republic of China.

Covered telecommunications equipment or services means– (1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities);
(2) For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities);
(3) Telecommunications or video surveillance services provided by such entities or using such equipment; or (4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

Critical technology means–
(1) Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations; (2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled- (i) Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or (ii) For reasons relating to regional stability or surreptitious listening; (3) Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities); (4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material);
(5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of title 9 of such Code, or part 73 of title 42 of such Code; or
Docusign Envelope ID: F503A304-711D-46D8-8A83-7B285AA86658 120

Version June 26, 2024
(6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of 2018 (50 U.S.C. 4817).

Interconnection arrangements means arrangements governing the physical connection of two or more networks to allow the use of another's network to hand off traffic where it is ultimately delivered (e.g., connection of a customer of telephone provider A to a customer of telephone company B) or sharing data and other information resources.

Reasonable inquiry means an inquiry designed to uncover any information in the entity's possession about the identity of the producer or provider of covered telecommunications equipment or services used by the entity that excludes the need to include an internal or third-party audit.

Roaming means cellular communications services (e.g., voice, video, data) received from a visited network when unable to connect to the facilities of the home network either because signal coverage is too weak or because traffic is too high.

Substantial or essential component means any component necessary for the proper function or performance of a piece of equipment, system, or service.
(b) Prohibition.
(1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. The Contractor is prohibited from providing to the Government any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104.
(2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115- 232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract, or extending or renewing a contract, with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract. (c) Exceptions. This clause does not prohibit contractors from providing— (1) A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or
(2) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles. (d) Reporting requirement.
(1) In the event the Contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the Contractor is notified of such by a subcontractor at any tier or by any other source, the Contractor shall report the information in paragraph (d)(2) of this clause to the Contracting Officer, unless elsewhere in this contract are established procedures for reporting the information; in the case of the Department of Defense, the Contractor shall report to the website at https://dibnet.dod.mil. For indefinite delivery contracts, the Contractor shall report to the Contracting Officer for the indefinite delivery contract and the Contracting Officer(s) for any affected order or, in the case of the Department of Defense, identify both the indefinite delivery contract and any affected orders in the report provided at https://dibnet.dod.mil. (2) The Contractor shall report the following information pursuant to paragraph (d)(1) of this clause (i) Within one business day from the date of such identification or notification: the contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended. (ii) Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services.

Docusign Envelope ID: F503A304-711D-46D8-8A83-7B285AA86658 121

Version June 26, 2024
(e) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (e) and excluding paragraph (b)(2), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial items.

The following certifications and provisions may be required and apply when Participating Agency expends federal funds for any purchase resulting from this procurement process. Pursuant to 2 C.F.R. § 200.326, all contracts, including small purchases, awarded by the Participating Agency and the Participating Agency’s subcontractors shall contain the procurement provisions of Appendix II to Part 200, as applicable.

APPENDIX II TO 2 CFR PART 200
(A) Contracts for more than the simplified acquisition threshold currently set at $250,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate.

Pursuant to Federal Rule (A) above, when a Participating Agency expends federal funds, the Participating Agency reserves all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party.

Does offeror agree? YES Initials of Authorized Representative of offeror
(B) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to Federal Rule (B) above, when a Participating Agency expends federal funds, the Participating Agency reserves the right to immediately terminate any agreement in excess of $10,000 resulting from this procurement process in the event of a breach or default of the agreement by Offeror as detailed in the terms of the contract.

Does offeror agree? YES Initials of Authorized Representative of offeror
(C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 CFR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” Pursuant to Federal Rule (C) above, when a Participating Agency expends federal funds on any federally assisted construction contract, the equal opportunity clause is incorporated by reference herein.

Does offeror agree to abide by the above? YES Initials of Authorized Representative of offeror (D) Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non - Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work N/A as this is not a construction contract
Docusign Envelope ID: F503A304-711D-46D8-8A83-7B285AA86658 122

Version June 26, 2024
Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non -Federal entity must report all suspected or reported violations to the Federal awarding agency.

Pursuant to Federal Rule (D) above, when a Participating Agency expends federal funds during the term of an award for all contracts and subgrants for construction or repair, offeror will be in compliance with all applicable Davis-Bacon Act provisions.

Does offeror agree? YES Initials of Authorized Representative of offeror (E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

Pursuant to Federal Rule (E) above, when a Participating Agency expends federal funds, offeror certifies that offeror will be in compliance with all applicable provisions of the Contract Work Hours and Safety Standards Act during the term of an award for all contracts by Participating Agency resulting from this procurement process.

Does offeror agree? YES Initials of Authorized Representative of offeror (F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.

Pursuant to Federal Rule (F) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (F) above.

Does offeror agree? YES Initials of Authorized Representative of offeror (G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended—Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non - Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA)
In the event Federal Transit Administration (FTA) or Department of Transportation (DOT) funding is used by Participating Public Agency, Offeror also agrees to include Clean Air and Clean Water requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA.

Pursuant to Federal Rule (G) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency member resulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (G) above.

Does offeror agree? YES Initials of Authorized Representative of offeror N/A as Verkada is providing off the shelf hardware and SaaS only.

N/A as Verkada is providing off the shelf hardware and SaaS only.

N/A as this is not a construction contract
N/A as this is not a construction contract
Docusign Envelope ID: F503A304-711D-46D8-8A83-7B285AA86658 123

Version June 26, 2024
(H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the Executive Office of the President Office of Management and Budget (OMB) guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

Pursuant to Federal Rule (H) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror certifies that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. If at any time during the term of an award the offeror or its principals becomes debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency, the offeror will notify the Participating Agency.

Does offeror agree? YES Initials of Authorized Representative of offeror (I) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award.

Such disclosures are forwarded from tier to tier up to the non-Federal award.

Pursuant to Federal Rule (I) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term and after the awarded term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror certifies that it is in compliance with all applicable provisions of the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). The undersigned further certifies that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in accordance with its instructions.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
(3) The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly.

Does offeror agree? YES Initials of Authorized Representative of offeror

RECORD RETENTION REQUIREMENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS Docusign Envelope ID: F503A304-711D-46D8-8A83-7B285AA86658 124

Version June 26, 2024
When federal funds are expended by Participating Agency for any contract resulting from this procurement process, offeror certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.333. The offeror further certifies that offeror will retain all records as required by 2 CFR § 200.333 for a period of three years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

Does offeror agree? YES Initials of Authorized Representative of offeror

CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION ACT When Participating Agency expends federal funds for any contract resulting from this procurement process, offeror certifies that it will comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6321 et seq.; 49 C.F.R. Part 18).

Does offeror agree? YES Initials of Authorized Representative of offeror

CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS To the extent purchases are made with Federal Highway Administration, Federal Railroad Administration, or Federal Transit Administration funds, offeror certifies that its products comply with all applicable provisions of the Buy America Act and agrees to provide such certification or applicable waiver with respect to specific products to any Participating Agency upon request.

Purchases made in accordance with the Buy America Act must still follow the applicable procurement rules calling for free and open competition. Additionally:
(1) The Contractor agrees to comply with 49 USC 5323(j) and 49 CFR Part 661, which provide that federal funds may not be obligated unless steel, iron and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 CFR 661.7.A general public interest waiver from the Buy America requirements applies to microprocessors, computers, microcomputers, software or other such devices, which are used solely for the purpose of processing or storing data. This general waiver does not extend to a product or device that merely contains a microprocessor or microcomputer and is not used solely for the purpose of processing or storing data. Separate requirements for rolling stock are set out at 5323(j)(2)(C) and 49 CFR 661.11.
(2) A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification with all bids on FTAfunded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive. This requirement does not apply to lower tier subcontractors.

The following certificates titled FTA and DOT Buy America Certification should be completed and returned with the response as part of FTA and DOT requirements.

FEDERAL TRASIT ADMINISTRATION (FTA) AND DEPARTMENT OF TRANSPORTATION (DOT) - BUY AMERICA: CERTIFICATION REQUIREMENT FOR PROCUREMENTOF ROLLING STOCK

CERTIFICATE OF COMPLIANCE
(select one of the two options, NOT BOTH)
Certificate of Compliance with 49 USC §5323(j)
The proposer hereby certifies that it will comply with the requirements of 49 U.S.C. 5323(j), and the applicable regulations of 49 CFR 661.11.

Check for YES: �

OR

Certificate of Non-Compliance with 49 USC §5323(j)
The proposer hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323(j), but may qualify for an exception to the requirement consistent with 49 U.S.C. 5323(j)(2)(C), and the applicable regulations in 49 CFR 661.7.

Check for YES: � Most of Verkada's products and services are exempt, because they are commerical electronics or information technology that is a commercial product. Will comply where applicable.

Docusign Envelope ID: F503A304-711D-46D8-8A83-7B285AA86658 125

Version June 26, 2024

FEDERAL TRASIT ADMINISTRATION (FTA) AND DEPARTMENT OF TRANSPORTATION (DOT) - BUY AMERICA: CERTIFICATION REQUIREMENT FOR PROCUREMENT OF STEEL OR MANUFACTURED PRODUCTS CERTIFICATE OF COMPLIANCE (select one of the two options, NOT BOTH) Certificate of Compliance with 49 USC §5323(j)(1)
The proposer hereby certifies that it will comply with the requirements of 49 U.S.C. 5323(j)(1), and the applicable regulations in 49 CFR part 661.

Check for YES: �
OR
Certificate of Non-Compliance with 49 USC §5323(j)(1)
The proposer hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323(j), but it may qualify for an exception to the requirement pursuant to 49 U.S.C. 5323(j)(2), as amended, and the applicable regulations in 49 CFR 661.7.

Check for YES: �
Does offeror agree? YES Initials of Authorized Representative of offeror Offeror’s Name: ___________________________________________________________________________________ Address, City, State, and Zip Code: ________________________________________________________________________ Phone Number: __________________________________
Fax Number: ______________________________________
Printed Name and Title of Authorized Representative: _____________________________________________________________________ Email Address: __________________________________________________________________________________ Signature of Authorized Representative: _________________________ Date: _____________________________
CERTIFICATION OF ACCESS TO RECORDS – 2 C.F.R. § 200.336 Offeror agrees that the Inspector General of the Agency or any of their duly authorized representatives shall have access to any documents, papers, or other records of offeror that are pertinent to offeror’s discharge of its obligations under the Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to offeror’s personnel for the purpose of interview and discussion relating to such documents.

Does offeror agree? YES Initials of Authorized Representative of offeror

CERTIFICATION OF APPLICABILITY TO SUBCONTRACTORS
Offeror agrees that all contracts it awards pursuant to the Contract shall be bound by the foregoing terms and conditions.

Does offeror agree? YES Initials of Authorized Representative of offeror

COMMUNITY DEVELOPMENT BLOCK GRANTS
Purchases made under this contract may be partially or fully funded with federal grant funds. Funding for this work may include Federal Funding sources, including Community Development Block Grant (CDBG) funds from the U.S. Department of Housing and Urban Development. When such funding is provided, Offeror shall comply with all terms, conditions and requirements enumerated by the grant funding source, as well as requirements of the State statutes for which the contract is utilized, whichever is the more restrictive requirement. When using Federal Funding, Offeror shall comply with all wage and latest reporting provisions of the Federal Davis-Bacon Act. HUD-4010 Labor Provisions also applies to this contract.

Does offeror agree? YES Initials of Authorized Representative of offeror Offeror agrees to comply with all federal, state, and local laws, rules, regulations and ordinances, as applicable. It is further Most of Verkada's products and services are exempt, because they are commercial electronics or information technology that is a commercial product
Verkada Inc
406 E 3rd Ave. San Mateo, CA 94401
801-793-2634
Caleb Augustin, Director of Global Channel
[email protected]
Docusign Envelope ID: F503A304-711D-46D8-8A83-7B285AA86658 11/18/2024
126

Version June 26, 2024
acknowledged that offeror certifies compliance with all provisions, laws, acts, regulations, etc. as specifically noted above.

Offeror’s Name:
____________________________________________________________________________________________ Address, City, State, and Zip Code:
_____________________________________________________________________________ Phone Number: ________________________________ Fax Number:
______________________________________
Printed Name and Title of Authorized Representative:
_____________________________________________________________________ Email Address:
____________________________________________________________________________________________ Signature of Authorized Representative: _________________________Date:
_____________________________

Verkada Inc
Caleb Augustin, Director of Global Channel
801-793-2634
406 E 3rd Ave. San Mateo, CA 94401
[email protected]
Docusign Envelope ID: F503A304-711D-46D8-8A83-7B285AA86658 11/18/2024
127

Version June 26, 2024

FEMA AND ADDITIONAL FEDERAL FUNDING SPECIAL CONDITIONS
Awarded Supplier(s) (also referred to as Contractors) may need to respond to events and losses where products and services are needed for the immediate and initial response to emergency situations such as, but not limited to, water damage, fire damage, vandalism cleanup, biohazard cleanup, sewage decontamination, deodorization, and/or wind damage during a disaster or emergency situation. By submitting a proposal, the Supplier is accepted these FEMA and Additional Federal Funding Special Conditions required by the Federal Emergency Management Agency (FEMA) and other federal entities. “Contract” in the below pages under FEMA AND ADDITIONAL FEDERAL FUNDING SPECIAL CONDITIONS is also referred to and defined as the “Master Agreement”. “Contractor” in the below pages under FEMA AND ADDITIONAL FEDERAL FUNDING SPECIAL CONDITIONS is also referred to and defined as “Supplier” or “Awarded Supplier”.

Conflicts of Interest
No employee, officer, or agent may participate in the selection, award, or administration of a contract supported by a FEMA award if he or she has a real or apparent conflict of interest. Such a conflict would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of these parties, has a financial or other interest in or a tangible personal benefit from a firm considered for award. 2 C.F.R. § 200.318(c)(1); See also Standard Form 424D, ¶ 7; Standard Form 424B, ¶ 3. i. FEMA considers a “financial interest” to be the potential for gain or loss to the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of these parties as a result of the particular procurement. The prohibited financial interest may arise from ownership of certain financial instruments or investments such as stock, bonds, or real estate, or from a salary, indebtedness, job offer, or similar interest that might be affected by the particular procurement. ii. FEMA considers an “apparent” conflict of interest to exist where an actual conflict does not exist, but where a reasonable person with knowledge of the relevant facts would question the impartiality of the employee, officer, or agent participating in the procurement. c. Gifts. The officers, employees, and agents of the Participating Public Agency nor the Participating Public Agency (“NFE”) must neither solicit nor accept gratuities, favors, or anything of monetary value from contractors or parties to subcontracts. However, NFE’s may set standards for situations in which the financial interest is de minimus, not substantial, or the gift is an unsolicited item of nominal value. 2 C.F.R. § 200.318(c)(1). d. Violations. The NFE’s written standards of conduct must provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents of the NFE. 2 C.F.R. § 200.318(c)(1). For example, the penalty for a NFE’s employee may be dismissal, and the penalty for a contractor might be the termination of the contract.

Contractor Integrity
A contractor must have a satisfactory record of integrity and business ethics. Contractors that are debarred or suspended, as described in and subject to the debarment and suspension regulations implementing Executive Order 12549, Debarment and Suspension (1986) and Executive Order 12689, Debarment and Suspension (1989) at 2 C.F.R. Part 180 and the Department of Homeland Security’s regulations at 2 C.F.R.

Part 3000 (Non-procurement Debarment and Suspension), must be rejected and cannot receive contract awards at any level.

Notice of Legal Matters Affecting the Federal Government In the event FTA or DOT funding is used by Participating Public Agency, Contractor agrees to:
1) The Contractor agrees that if a current or prospective legal matter that may affect the Federal Government emerges, the Contractor shall promptly notify the Participating Public Agency of the legal matter in accordance with 2 C.F.R. §§ 180.220 and 1200.220.

Docusign Envelope ID: F503A304-711D-46D8-8A83-7B285AA86658 128

Version June 26, 2024
2) The types of legal matters that require notification include, but are not limited to, a major dispute, breach, default, litigation, or naming the Federal Government as a party to litigation or a legal disagreement in any forum for any reason.
3) The Contractor further agrees to include the above clause in each subcontract, at every tier, financed in whole or in part with Federal assistance provided by the FTA.

Public Policy
A contractor must comply with the public policies of the Federal Government and state, local government, or tribal government. This includes, among other things, past and current compliance with the:
a. Equal opportunity and nondiscrimination laws
b. Five affirmative steps described at 2 C.F.R. § 200.321(b) for all subcontracting under contracts supported by FEMA financial assistance; and FEMA Procurement Guidance June 21, 2016 Page IV- 7 c. Applicable prevailing wage laws, regulations, and executive orders Affirmative Steps
For any subcontracting opportunities, Contractor must take the following Affirmative steps:

1. Placing qualified small and minority businesses and women's business enterprises on solicitation lists;

2. Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources;

3. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises;

4. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; and

5. Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce.

Prevailing Wage Requirements
When applicable, the awarded Contractor (s) and any and all subcontractor(s) agree to comply with all laws regarding prevailing wage rates including the Davis-Bacon Act, applicable to this solicitation and/or Participating Public Agencies. The Participating Public Agency shall notify the Contractor of the applicable pricing/prevailing wage rates and must apply any local wage rates requested. The Contractor and any subcontractor(s) shall comply with the prevailing wage rates set by the Participating Public Agency.

Federal Requirements
If products and services are issued in response to an emergency or disaster recovery the items below, located in this FEMA Special Conditions section of the Federal Funds Certifications, are activated and required when federal funding may be utilized.
2 C.F.R. § 200.326 and 2 C.F.R. Part 200, Appendix II, Required Contract Clauses

1. CONTRACT REMEDIES
Contracts for more than the federal simplified acquisition threshold (SAT), the dollar amount below which an NFE may purchase property or services using small purchase methods, currently set at $250,000 for procurements made on or after June 20, 2018,4 must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms and must provide for sanctions and penalties as appropriate.

Docusign Envelope ID: F503A304-711D-46D8-8A83-7B285AA86658 129

Version June 26, 2024

1.1 Applicability
This contract provision is required for contracts over the SAT, currently set at $250,000 for procurements made on or after June 20, 2018. Although not required for contracts at or below the SAT, FEMA suggests including a remedies provision.

1.2 Additional Considerations
For FEMA’s Assistance to Firefighters Grant (AFG) Program, recipients must include a penalty clause in all contracts for any AFG-funded vehicle, regardless of dollar amount. In that situation, the contract must include a clause addressing that non-delivery by the contract’s specified date or other vendor nonperformance will require a penalty of no less than $100 per day until such time that the vehicle, compliant with the terms of the contract, has been accepted by the recipient. This penalty clause should, however, account for force majeure or acts of God. AFG recipients should refer to the applicable year’s Notice of Funding Opportunity (NOFO) for additional information, which can be accessed at FEMA.gov.

2. TERMINATION FOR CAUSE AND CONVENIENCE
a. Standard. All contracts in excess of $10,000 must address termination for cause and for convenience by the non-Federal entity, including the manner by which it will be effected and the basis for settlement. See 2 C.F.R. Part 200, Appendix II(B). b. Applicability. This requirement applies to all FEMA grant and cooperative agreement programs.

3. EQUAL EMPLOYMENT OPPORTUNITY
When applicable:
a. Standard. Except as otherwise provided under 41 C.F.R. Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60-1.3 must include the equal opportunity clause provided under 41 C.F.R. § 60- 1.4(b), in accordance with Executive Order 11246, Equal Employment Opportunity (30 Fed. Reg. 12319, 12935, 3 C.F.R. Part, 1964-1965 Comp., p.
339), as amended by Executive Order 11375, Amending Executive Order 11246 Relating to Equal Employment Opportunity, and implementing regulations at 41 C.F.R. Part 60 (Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor). See 2 C.F.R. Part 200, Appendix II(C). b. Key Definitions.
i. Federally Assisted Construction Contract. The regulation at 41 C.F.R. § 60-

1.3 defines a “federally assisted construction contract” as any agreement or modification thereof between any applicant and a person for construction work which is paid for in whole or in part with funds obtained from the Government or borrowed on the credit of the Government pursuant to any Federal program involving a grant, contract, loan, insurance, or guarantee, or undertaken pursuant to any Federal program involving such grant, contract, loan, insurance, or guarantee, or any application or modification thereof approved by the Government for a grant, contract, Docusign Envelope ID: F503A304-711D-46D8-8A83-7B285AA86658 130

Version June 26, 2024
loan, insurance, or guarantee under which the applicant itself participates in the construction work.
ii. Construction Work. The regulation at 41 C.F.R. § 60-1.3 defines “construction work” as the construction, rehabilitation, alteration, conversion, extension, demolition or repair of buildings, highways, or other changes or improvements to real property, including facilities providing utility services. The term also includes the supervision, inspection, and other onsite functions incidental to the actual construction. c. Applicability. This requirement applies to all FEMA grant and cooperative agreement programs.
d. Required Language. The regulation at 41 C.F.R. Part 60-1.4(b) requires the insertion of the following contract clause.

During the performance of this contract, the contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following:

Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
(3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information.
(4) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

Docusign Envelope ID: F503A304-711D-46D8-8A83-7B285AA86658 131

Version June 26, 2024
(5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (8) The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:

Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States.

The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract.

The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance.

The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the Docusign Envelope ID: F503A304-711D-46D8-8A83-7B285AA86658 132

Version June 26, 2024
applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings.

4. DAVIS-BACON ACT
a. Standard. All prime construction contracts in excess of $2,000 awarded by non- Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. §§ 3141- 3144 and 3146-3148) as supplemented by Department of Labor regulations at 29 C.F.R. Part 5 (Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction). See 2 C.F.R. Part 200, Appendix II(D). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. b. Applicability. The Davis-Bacon Act applies to the Emergency Management Preparedness Grant Program, Homeland Security Grant Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security Grant Program, and Transit Security Grant Program.
c. Requirements. If applicable, the non-federal entity must do the following:
i. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency.
ii. Additionally, pursuant 2 C.F.R. Part 200, Appendix II(D), contracts subject to the Davis-Bacon Act, must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations at 29 C.F.R. Part 3 (Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States). The Copeland Anti- Kickback Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The nonFederal entity must report all suspected or reported violations to FEMA. iii. Include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141- 3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”).

Suggested Language. The following provides a sample contract clause:

Compliance with the Davis-Bacon Act.

Docusign Envelope ID: F503A304-711D-46D8-8A83-7B285AA86658 133

Version June 26, 2024
a. All transactions regarding this contract shall be done in compliance with the Davis-Bacon Act (40 U.S.C. 3141- 3144, and 3146-3148) and the requirements of 29 C.F.R. pt. 5 as may be applicable. The contractor shall comply with 40 U.S.C. 3141- 3144, and 3146-3148 and the requirements of 29 C.F.R. pt. 5 as applicable.
b. Contractors are required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor.
c. Additionally, contractors are required to pay wages not less than once a week.

5. COPELAND ANTI-KICKBACK ACT
a. Standard. Recipient and subrecipient contracts must include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). b. Applicability. This requirement applies to all contracts for construction or repair work above $2,000 in situations where the Davis-Bacon Act also applies. It DOES NOT apply to the FEMA Public Assistance Program.
c. Requirements. If applicable, the non-federal entity must include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations at 29 C.F.R. Part 3 (Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States). Each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to FEMA. Additionally, in accordance with the regulation, each contractor and subcontractor must furnish each week a statement with respect to the wages paid each of its employees engaged in work covered by the Copeland Anti-Kickback Act and the Davis Bacon Act during the preceding weekly payroll period. The report shall be delivered by the contractor or subcontractor, within seven days after the regular payment date of the payroll period, to a representative of a Federal or State agency in charge at the site of the building or work.

Sample Language. The following provides a sample contract clause:

Compliance with the Copeland “Anti-Kickback” Act.
a. Contractor. The contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract. b. Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts.

Docusign Envelope ID: F503A304-711D-46D8-8A83-7B285AA86658 134

Version June 26, 2024
The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses.
c. Breach. A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. §5.12.”

6. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT
a. Standard. Where applicable (see 40 U.S.C. §§ 3701-3708), all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations at 29 C.F.R. Part 5. See 2 C.F.R. Part 200, Appendix II(E). Under 40 U.S.C. § 3702, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. Further, no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous.
b. Applicability. This requirement applies to all FEMA contracts awarded by the non- federal entity in excess of $100,000 under grant and cooperative agreement programs that involve the employment of mechanics or laborers. It is applicable to construction work. These requirements do not apply to the purchase of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.
c. Suggested Language. The regulation at 29 C.F.R. § 5.5(b) provides contract clause language concerning compliance with the Contract Work Hours and Safety Standards Act. FEMA suggests including the following contract clause:

Compliance with the Contract Work Hours and Safety Standards Act. (1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (b)(1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (b)(1) of this section, in the sum of
Docusign Envelope ID: F503A304-711D-46D8-8A83-7B285AA86658 135

Version June 26, 2024
$27 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (b)(1) of this section. (3) Withholding for unpaid wages and liquidated damages. The Federal agency or loan/grant recipient shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (b)(2) of this section.
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (b)(1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (b)(1) through (4) of this section.

7. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT a. Standard. If the FEMA award meets the definition of “funding agreement” under 37C.F.R. § 401.2(a) and the non-Federal entity wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the non- Federal entity must comply with the requirements of 37 C.F.R. Part 401 (Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements), and any implementing regulations issued by FEMA. See 2 C.F.R. Part 200, Appendix II(F). b. Applicability. This requirement applies to “funding agreements,” but it DOES NOT apply to the Public Assistance, Hazard Mitigation Grant Program, Fire Management Assistance Grant Program, Crisis Counseling Assistance and Training Grant Program, Disaster Case Management Grant Program, and Federal Assistance to Individuals and Households – Other Needs Assistance Grant Program, as FEMA awards under these programs do not meet the definition of “funding agreement.”
c. Funding Agreements Definition. The regulation at 37 C.F.R. § 401.2(a) defines “funding agreement” as any contract, grant, or cooperative agreement entered into between any Federal agency, other than the Tennessee Valley Authority, and any contractor for the performance of experimental, developmental, or research work funded in whole or in part by the Federal government. This term also includes any assignment, substitution of parties, or subcontract of any type entered into for the performance of experimental, developmental, or research work under a funding agreement as defined in the first sentence of this paragraph.

8. CLEAN AIR ACT AND THE FEDERAL WATER POLLUTION CONTROL ACT a. Standard. If applicable, contracts must contain a provision that requires the contractor to agree to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act (42 U.S.C. §§ 7401-7671q.) and the Federal Water Pollution Control Act Docusign Envelope ID: F503A304-711D-46D8-8A83-7B285AA86658 136

Version June 26, 2024
as amended (33 U.S.C. §§ 1251-1387). Violations must be reported to FEMA and the Regional Office of the Environmental Protection Agency. See 2 C.F.R. Part 200, Appendix II(G).
b. Applicability. This requirement applies to contracts awarded by a non-federal entity of amounts in excess of $150,000 under a federal grant.
c. Suggested Language. The following provides a sample contract clause.

Clean Air Act

1. The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.

2. The contractor agrees to report each violation to the Participating Public Agency and understands and agrees that the Participating Public Agency will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.

3. The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA.

Federal Water Pollution Control Act

1. The contractor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq.

2. The contractor agrees to report each violation to the Participating Public Agency and understands and agrees that the Participating Public Agency will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.

3. The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA.

9. DEBARMENT AND SUSPENSION
a. Standard. Non-Federal entities and contractors are subject to the debarment and suspension regulations implementing Executive Order 12549, Debarment and Suspension (1986) and Executive Order 12689, Debarment and Suspension (1989) at 2 C.F.R. Part 180 and the Department of Homeland Security’s regulations at 2 C.F.R. Part 3000 (Non-procurement Debarment and Suspension).
b. Applicability. This requirement applies to all FEMA grant and cooperative Docusign Envelope ID: F503A304-711D-46D8-8A83-7B285AA86658 137

Version June 26, 2024
agreement programs.
c. Requirements.
i. These regulations restrict awards, subawards, and contracts with certain parties that are debarred, suspended, or otherwise excluded from or ineligible for participation in Federal assistance programs and activities. See 2 C.F.R. Part 200, Appendix II(H); and 2 C.F.R. § 200.213. A contract award must not be made to parties listed in the SAM Exclusions. SAM Exclusions is the list maintained by the General Services Administration that contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

SAM exclusions can be accessed at www.sam.gov. See 2 C.F.R. § 180.530. ii. In general, an “excluded” party cannot receive a Federal grant award or a contract within the meaning of a “covered transaction,” to include subawards and subcontracts. This includes parties that receive Federal funding indirectly, such as contractors to recipients and subrecipients. The key to the exclusion is whether there is a “covered transaction,” which is any non-procurement transaction (unless excepted) at either a “primary” or “secondary” tier. Although “covered transactions” do not include contracts awarded by the Federal Government for purposes of the non-procurement common rule and DHS’s implementing regulations, it does include some contracts awarded by recipients and subrecipients.
iii. Specifically, a covered transaction includes the following contracts for goods or services:

1. The contract is awarded by a recipient or subrecipient in the amount of at least $25,000.

2. The contract requires the approval of FEMA, regardless of amount.

3. The contract is for federally-required audit services.

4. A subcontract is also a covered transaction if it is awarded by the contractor of a recipient or subrecipient and requires either the approval of FEMA or is in excess of $25,000.
d. Suggested Language. The following provides a debarment and suspension clause. It incorporates an optional method of verifying that contractors are not excluded or disqualified.

Suspension and Debarment
(1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such, the contractor is required to verify that none of the contractor’s principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).
(2) The contractor must comply with 2 C.F.R. pt. 180, subpart C and2 C.F.R. pt. 3000, Docusign Envelope ID: F503A304-711D-46D8-8A83-7B285AA86658 138

Version June 26, 2024
subpart C, and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.
(3) This certification is a material representation of fact relied upon by the Participating Public Agency. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the Participating Public Agency, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions.

10. BYRD ANTI-LOBBYING AMENDMENT
a. Standard. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. § 1352.

FEMA’s regulation at 44 C.F.R. Part 18 implements the requirements of 31 U.S.C. § 1352 and provides, in Appendix A to Part 18, a copy of the certification that is required to be completed by each entity as described in 31 U.S.C. § 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the Federal awarding agency.
b. Applicability. This requirement applies to all FEMA grant and cooperative agreement programs. Contractors that apply or bid for a contract of $100,000 or more under a federal grant must file the required certification. See 2 C.F.R. Part 200, Appendix II(I); 31 U.S.C. § 1352; and 44 C.F.R. Part 18.
c. Suggested Language.

Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352 (as amended) Contractors who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352.

Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency.
d. Required Certification. If applicable, contractors must sign and submit to the non-federal Docusign Envelope ID: F503A304-711D-46D8-8A83-7B285AA86658 139

Version June 26, 2024
entity the following certification.

APPENDIX A, 44 C.F.R. PART 18 – CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that:

1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard FormLLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

The Contractor, , certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. Chap. 38, Administrative Remedies for False Claims and Statements, apply to this certification and disclosure, if any.

Signature of Contractor’s Authorized Official
Name and Title of Contractor’s Authorized Official
Date
Verkada Inc
Caleb Augustin, Director of Global Channel
Docusign Envelope ID: F503A304-711D-46D8-8A83-7B285AA86658 11/18/2024
140

11. PROCUREMENT OF RECOVERED MATERIALS
a. Standard. A non-Federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. See 2 C.F.R. Part 200, Appendix II(J); and 2 C.F.R. § 200.322.
b. Applicability. This requirement applies to all contracts awarded by a non- federal entity under FEMA grant and cooperative agreement programs.
c. Requirements. The requirements of Section 6002 include procuring only items designated in guidelines of the EPA at 40 C.F.R. Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds
$10,000 or the value of the quantity acquired by the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.
d. Suggested Language.
i. In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired—

1. Competitively within a timeframe providing for compliance with the contract performance schedule;

2. Meeting contract performance requirements; or

3. At a reasonable price.
ii. Information about this requirement, along with the list of EPA- designated items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. iii. The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.”

12. DOMESTIC PREFERENCES FOR PROCUREMENTS
As appropriate, and to the extent consistent with law, CONTRACTOR should, to the greatest extent practicable under a federal award, provide a preference for the purchase, acquisition, or use of goods, products or materials produced in the United States. This includes, but is not limited to, iron, aluminum, steel, cement, and other manufactured products.

Applicability For purchases in support of FEMA declarations and awards issued on or after November 12, 2020, all FEMA recipients and subrecipients are required to include in all contracts and purchase orders for work or products a contract provision encouraging domestic preference for procurements.

Domestic Preference for Procurements As appropriate, and to the extent consistent with law, the contractor should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. Manufactured products mean items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.”

13. ACCESS TO RECORDS
N/A as Verkada is providing off the shelf hardware and SaaS only.

Docusign Envelope ID: F503A304-711D-46D8-8A83-7B285AA86658 141

Version June 26, 2024
a. Standard. All recipients, subrecipients, successors, transferees, and assignees must acknowledge and agree to comply with applicable provisions governing DHS access to records, accounts, documents, information, facilities, and staff. Recipients must give DHS/FEMA access to, and the right to examine and copy, records, accounts, and other documents and sources of information related to the federal financial assistance award and permit access to facilities, personnel, and other individuals and information as may be necessary, as required by DHS regulations and other applicable laws or program guidance. See DHS Standard Terms and Conditions: Version 8.1 (2018).

Additionally, Section 1225 of the Disaster Recovery Reform Act of 2018 prohibits FEMA from providing reimbursement to any state, local, tribal, or territorial government, or private non-profit for activities made pursuant to a contract that purports to prohibit audits or internal reviews by the FEMA administrator or Comptroller General.

Access to Records. The following access to records requirements apply to this contract:
i.The Contractor agrees to provide Participating Public Agency, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. ii.The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. iii. The Contractor agrees to provide the FEMA Administrator or his authorized representatives access to construction or other work sites pertaining to the work being completed under the contract.
iv.In compliance with the Disaster Recovery Act of 2018, the Participating Public Agency and the Contractor acknowledge and agree that no language in this contract is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States.

14. CHANGES
a. Standard. To be eligible for FEMA assistance under the non-Federal entity’s FEMA grant or cooperative agreement, the cost of the change, modification, change order, or constructive change must be allowable, allocable, within the scope of its grant or cooperative agreement, and reasonable for the completion of project scope.
b. Applicability. FEMA recommends, therefore, that a non-Federal entity include a changes clause in its contract that describes how, if at all, changes can be made by either party to alter the method, price, or schedule of the work without breaching the contract. The language of the clause may differ depending on the nature of the contract and the end-item procured.

15. DHS SEAL, LOGO, AND FLAGS
a. Standard. Recipients must obtain permission prior to using the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials. See DHS Standard Terms and Conditions: Version 8.1 (2018).
b. Applicability. FEMA recommends that all non-Federal entities place in their contracts a provision that a contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. c. “The contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval.

Docusign Envelope ID: F503A304-711D-46D8-8A83-7B285AA86658 142

Version June 26, 2024

16. COMPLIANCE WITH FEDERAL LAW, REGULATIONS, AND EXECUTIVE ORDERS a. Standard. The recipient and its contractors are required to comply with all Federal laws, regulations, and executive orders.
b. Applicability. FEMA recommends that all non-Federal entities place into their contracts an acknowledgement that FEMA financial assistance will be used to fund the contract along with the requirement that the contractor will comply with all applicable Federal law, regulations, executive orders, and FEMA policies, procedures, and directives.
c. “This is an acknowledgement that FEMA financial assistance will be used to fund all or a portion of the contract. The contractor will comply with all applicable Federal law, regulations, executive orders, FEMA policies, procedures, and directives.”

17. NO OBLIGATION BY FEDERAL GOVERNMENT
a. Standard. FEMA is not a party to any transaction between the recipient and its contractor. FEMA is not subject to any obligations or liable to any party for any matter relating to the contract. b. Applicability. FEMA recommends that the non-Federal entity include a provision in its contract that states that the Federal Government is not a party to the contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from the contract.
c. “The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from the contract.”

18. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS a. Standard. Recipients must comply with the requirements of The False Claims Act (31 U.S.C. §§ 3729- 3733) which prohibits the submission of false or
fraudulent claims for payment to the federal government. See DHS Standard Terms and Conditions: Version 8.1 (2018); and 31 U.S.C. §§ 3801-3812, which details the administrative remedies for false claims and statements made. The non-Federal entity must include a provision in its contract that the contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to its actions pertaining to the contract. b. Applicability. FEMA recommends that the non-Federal entity include a provision in its contract that the contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to its actions pertaining to the contract. c. “The Contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the Contractor’s actions pertaining to this contract.” d. In the event FTA or DOT funding is used by a Participating Public Agency, Contractor further acknowledges U.S. DOT regulations, “Program Fraud Civil Remedies,” 49 CFR Part 31, and apply to its actions pertaining to this Contract. Upon execution of the underlying Contract, Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to me made, pertaining to the underlying Contract or the FTA assisted project for which this Contract Work is being performed.

Docusign Envelope ID: F503A304-711D-46D8-8A83-7B285AA86658 143

Version June 26, 2024
In addition to other penalties that may be applicable, Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on Contractor to the extent the Federal Government deems appropriate.

Contractor also acknowledges that if it makes, or causes to me made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307 (n)(1) on the Contractor, to the extent the Federal Government deems appropriate.

Contractor agrees to include the above clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions.

Offeror agrees to comply with all terms and conditions outlined in the FEMA Special Conditions section of this solicitation.

Offeror’s Name: ______________________________________________ Address, City, State, and Zip Code:
_____________________________________________________________________________ Phone Number: ________________________ Fax Number: ______________________________ Printed Name and Title of Authorized Representative:
____________________________________________________________ Email Address: _____________________________________________ Signature of Authorized Representative: _ ___________________________ Date: ________________________________

Verkada Inc
406 E 3rd Ave. San Mateo, CA 94401
801-793-2634
Caleb Augustin, Director of Global Channel
[email protected]
Docusign Envelope ID: F503A304-711D-46D8-8A83-7B285AA86658 11/18/2024
144

Version June 26, 2024
Exhibit G
New Jersey Business Compliance

NEW JERSEY BUSINESS COMPLIANCE
Suppliers intending to do business in the State of New Jersey must comply with policies and procedures required under New Jersey statues. All offerors submitting proposals must complete the following forms specific to the State of New Jersey. Completed forms should be submitted with the offeror’s response to the RFP. Failure to complete the New Jersey packet will impact OMNIA Partners’ ability to promote the Master Agreement in the State of New Jersey.

DOC #1 Ownership Disclosure Form
DOC #2 Non-Collusion Affidavit
DOC #3 Affirmative Action Affidavit
DOC #4 Political Contribution Disclosure Form
DOC #5 Stockholder Disclosure Certification
DOC #6 Disclosure of Investment Activities in Iran
DOC #7 Certification of Non-Involvement in Prohibited Activities in Russia or Belarus DOC #8 New Jersey Business Registration Certificate
DOC #9 EEOAA Evidence
DOC #10 MacBride Principals Form
New Jersey suppliers are required to comply with the following New Jersey statutes when applicable:
x all anti-discrimination laws, including those contained in N.J.S.A. 10:2-1 through N.J.S.A. 10:2- 14, N.J.S.A. 10:5-1, and N.J.S.A. 10:5-31 through 10:5-38; x Prevailing Wage Act, N.J.S.A. 34:11-56.26, for all contracts within the contemplation of the Act; x Public Works Contractor Registration Act, N.J.S.A. 34:11-56.26; and x Bid and Performance Security, as required by the applicable municipal or state statutes.

Verkada affirms its full intent to conduct business in the State of New Jersey under this master agreement and will complete Exhibit G promptly upon award.
145

Version June 26, 2024
DOC #1

STATEMENT OF OWNERSHIP DISCLOSURE
N.J.S.A. 52:25-24.2 (P.L. 1977, c.33, as amended by P.L. 2016, c.43) This statement shall be completed, certified to, and included with all bid and proposal submissions. Failure to submit the required information is cause for automatic rejection of the bid or proposal.

Name of Organization:

Organization Address:

Part I Check the box that represents the type of business organization:
‡Sole Proprietorship (skip Parts II and III, execute certification in Part IV) ‡Non-Profit Corporation (skip Parts II and III, execute certification in Part IV) ‡For-Profit Corporation (any type) ‡Limited Liability Company (LLC) ‡Partnership ‡Limited Partnership ‡Limited Liability Partnership (LLP) ‡Other (be specific): ______________________________________________ Part II
‡ The list below contains the names and addresses of all stockholders in the corporation who own 10 percent or more of its stock, of any class, or of all individual partners in the partnership who own a 10 percent or greater interest therein, or of all members in the limited liability company who own a 10 percent or greater interest therein, as the case may be. (COMPLETE THE LIST

BELOW IN THIS SECTION)
OR
‡ No one stockholder in the corporation owns 10 percent or more of its stock, of any class, or no individual partner in the partnership owns a 10 percent or greater interest therein, or no member in the limited liability company owns a 10 percent or greater interest therein, as the case may be. (SKIP TO PART IV)
(Please attach additional sheets if more space is needed):

Name of Individual or Business
Entity
Home Address (for Individuals) or Business Address

146

Version June 26, 2024
Part III DISCLOSURE OF 10% OR GREATER OWNERSHIP IN THE STOCKHOLDERS,

PARTNERS OR LLC MEMBERS LISTED IN PART II
If a bidder has a direct or indirect parent entity which is publicly traded, and any person holds a 10 percent or greater beneficial interest in the publicly traded parent entity as of the last annual federal Security and Exchange Commission (SEC) or foreign equivalent filing, ownership disclosure can be met by providing links to the website(s) containing the last annual filing(s) with the federal Securities and Exchange Commission (or foreign equivalent) that contain the name and address of each person holding a 10% or greater beneficial interest in the publicly traded parent entity, along with the relevant page numbers of the filing(s) that contain the information on each such person. Attach additional sheets if more space is needed.

Website (URL) containing the last annual SEC (or foreign equivalent) filing Page #’s Please list the names and addresses of each stockholder, partner or member owning a 10 percent or greater interest in any corresponding corporation, partnership and/or limited liability company (LLC) listed in Part II other than for any publicly traded parent entities referenced above. The disclosure shall be continued until names and addresses of every noncorporate stockholder, and individual partner, and member exceeding the 10 percent ownership criteria established pursuant to N.J.S.A. 52:25-24.2 has been listed. Attach additional sheets if more space is needed.

Stockholder/Partner/Member and
Corresponding Entity Listed in Part II
Home Address (for Individuals) or Business Address

Part IV Certification
I, being duly sworn upon my oath, hereby represent that the foregoing information and any attachments thereto to the best of my knowledge are true and complete. I acknowledge: that I am authorized to execute this certification on behalf of the bidder/proposer; that the <name of contracting unit> is relying on the information contained herein and that I am under a continuing obligation from the date of this certification through the completion of any contracts with <type of contracting unit> to notify the <type of contracting unit> in writing of any changes to the information contained herein; that I am aware that it is a criminal offense to make a false statement or misrepresentation in this certification, and if I do so, I am subject to criminal prosecution under the law and that it will constitute a material breach of my agreement(s) with the, permitting the <type of contracting unit> to declare any contract(s) resulting from this certification void and unenforceable.

Full Name
(Print): Title:

Signature: Date:

DOC #2
147

Version June 26, 2024

NON-COLLUSION AFFIDAVIT

STANDARD BID DOCUMENT REFERENCE
Reference: VII-H
Name of Form: NON-COLLUSION AFFIDAVIT
Statutory Reference: No specific statutory reference
State Statutory Reference N.J.S.A. 52:34-15
Instructions Reference: Statutory and Other Requirements VII-H Description:

The Owner’s use of this form is optional. It is used to ensure that the bidder has not participated in any collusion with any other bidder or Owner representative or otherwise taken any action in restraint of free and competitive
bidding.
148

Version June 26, 2024

NON-COLLUSION AFFIDAVIT
State of New Jersey
County of _________________ ss:

I, ________________________________ residing in __________________________________ (name of affiant) (name of municipality)
in the County of _______________________________ and State of _____________________of full age, being duly sworn according to law on my oath depose and say that:

I am _____________________________________ of the firm of _________________________ (title or position) (name of firm)
_____________________________________ the bidder making this Proposal for the bid entitled ______________________________, and that I executed the said proposal with (title of bid proposal)
full authority to do so that said bidder has not, directly or indirectly entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free, competitive bidding in connection with the above named project; and that all statements contained in said proposal and in this affidavit are true and correct, and made with full knowledge that the ______________ _________________________relies upon the truth of the statements contained in said Proposal (name of contracting unit)
and in the statements contained in this affidavit in awarding the contract for the said project.

I further warrant that no person or selling agency has been employed or retained to solicit or secure such contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees or bona fide established commercial or selling agencies maintained by _________________________________________________.

Subscribed and sworn to
before me this day _____________________________
Signature
________________, 2____
___________________________________
(Type or print name of affiant under signature)
_____________________________
Notary public of
My Commission expires _______________
(Seal)

149

Version June 26, 2024
DOC #3

AFFIRMATIVE ACTION AFFIDAVIT
(P.L. 1975, C.127)
Company Name:

Street:

City, State, Zip Code:

Proposal Certification:

Indicate below company’s compliance with New Jersey Affirmative Action regulations. Company’s proposal will be accepted even if company is not in compliance at this time. No contract and/or purchase order may be issued, however, until all Affirmative Action requirements are met.

Required Affirmative Action Evidence:

Procurement, Professional & Service Contracts (Exhibit A) Vendors must submit with proposal:

1. A photocopy of a valid letter that the contractor is operating under an existing Federally approved or sanctioned affirmative action program (good for one year from the date of the letter);
OR

2. A photocopy of a Certificate of Employee Information Report approval, issued in accordance with N.J.A.C. 17:27-4;
OR

3. A photocopy of an Employee Information Report (Form AA302) provided by the Division of Contract Compliance and Equal Employment Opportunity in Public Contracts and distributed to the public agency to be completed by the contractor in accordance with N.J.A.C. 17:27-4.

Public Work – Over $50,000 Total Project Cost:

A. No approved Federal or New Jersey Affirmative Action Plan. We will complete Report Form AA201. A project contract ID number will be assigned to your firm upon receipt of the completed Initial Project Workforce Report (AA201) for this contract.

B. Approved Federal or New Jersey Plan – certificate enclosed I further certify that the statements and information contained herein, are complete and correct to the best of my knowledge and belief.
____________________ _________________________________
Date Authorized Signature and Title
150

Version June 26, 2024
DOC #3, continued
P.L. 1995, c. 127 (N.J.A.C. 17:27)

MANDATORY AFFIRMATIVE ACTION LANGUAGE

PROCUREMENT, PROFESSIONAL AND SERVICE

CONTRACTS
During the performance of this contract, the contractor agrees as follows:

The contractor or subcontractor, where applicable, will not discriminate against any employee or applicant for employment because of age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. The contractor will take affirmative action to ensure that such applicants are recruited and employed, and that employees are treated during employment, without regard to their age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Public Agency Compliance Officer setting forth provisions of this non-discrimination clause.

The contractor or subcontractor, where applicable will, in all solicitations or advertisement for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation.

The contractor or subcontractor, where applicable, will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer advising the labor union or workers' representative of the contractor's commitments under this act and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

The contractor or subcontractor, where applicable, agrees to comply with any regulations promulgated by the Treasurer pursuant to P.L. 1975, c. 127, as amended and supplemented from time to time and the Americans with Disabilities Act.

The contractor or subcontractor agrees to attempt in good faith to employ minority and female workers trade consistent with the applicable county employment goal prescribed by N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time or in accordance with a binding determination of the applicable county employment goals determined by the Affirmative Action Office pursuant to N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time.

The contractor or subcontractor agrees to inform in writing appropriate recruitment agencies in the area, including employment agencies, placement bureaus, colleges, universities, labor unions, that it does not discriminate on the basis of age, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation, and that it will discontinue the use of any recruitment agency which engages in direct or indirect discriminatory practices.

The contractor or subcontractor agrees to revise any of it testing procedures, if necessary, to assure that all personnel testing conforms with the principles of job-related testing, as established by the statutes and court decisions of the state of New Jersey and as established by applicable Federal law and applicable Federal court decisions.

The contractor or subcontractor agrees to review all procedures relating to transfer, upgrading, downgrading and layoff to ensure that all such actions are taken without regard to age, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation, and conform with the applicable employment goals, consistent with the statutes and court decisions of the State of New Jersey, and applicable Federal law and applicable Federal court decisions.

The contractor and its subcontractors shall furnish such reports or other documents to the Affirmative Action Office as may be requested by the office from time to time in order to carry out the purposes of these regulations, and public agencies shall furnish such information as may be requested by the Affirmative Action Office for conducting a compliance investigation pursuant to Subchapter 10 of the Administrative Code (NJAC 17:27). ________________________________________________
Signature of Procurement Agent
151

Version June 26, 2024
DOC #4
C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM
Public Agency Instructions
This page provides guidance to public agencies entering into contracts with business entities that are required to file Political Contribution Disclosure forms with the agency. It is not intended to be provided to contractors. What follows are instructions on the use of form local units can provide to contractors that are required to disclose political contributions pursuant to N.J.S.A. 19:44A-20.26 (P.L. 2005, c. 271, s.2). Additional information on the process is available in Local Finance Notice 2006-1 (http://www.nj.gov/dca/divisions/dlgs/resources/lfns 2006.html). Please refer back to these instructions for the appropriate links, as the Local Finance Notices include links that are no longer operational.

1. The disclosure is required for all contracts in excess of $17,500 that are not awarded pursuant to a “fair and open” process (N.J.S.A. 19:44A-20.7).

2. Due to the potential length of some contractor submissions, the public agency should consider allowing data to be submitted in electronic form (i.e., spreadsheet, pdf file, etc.). Submissions must be kept with the contract documents or in an appropriate computer file and be available for public access. The form is worded to accept this alternate submission.

The text should be amended if electronic submission will not be allowed.

3. The submission must be received from the contractor and on file at least 10 days prior to award of the contract. Resolutions of award should reflect that the disclosure has been received and is on file.

4. The contractor must disclose contributions made to candidate and party committees covering a wide range of public agencies, including all public agencies that have elected officials in the county of the public agency, state legislative positions, and various state entities. The Division of Local Government Services recommends that contractors be provided a list of the affected agencies. This will assist contractors in determining the campaign and political committees of the officials and candidates affected by the disclosure.
a. The Division has prepared model disclosure forms for each county. They can be downloaded from the “County PCD Forms” link on the Pay-to-Play web site at http://www.nj.gov/dca/divisions/dlgs/programs/lpcl.html#12. They will be updated from time-to-time as necessary.
b. A public agency using these forms should edit them to properly reflect the correct legislative district(s). As the forms are county-based, they list all legislative districts in each county. Districts that do not represent the public agency should be removed from the lists.
c. Some contractors may find it easier to provide a single list that covers all contributions, regardless of the county. These submissions are appropriate and should be accepted.
d. The form may be used “as-is”, subject to edits as described herein. e. The “Contractor Instructions” sheet is intended to be provided with the form. It is recommended that the Instructions and the form be printed on the same piece of paper. The form notes that the Instructions are printed on the back of the form; where that is not the case, the text should be edited accordingly. f. The form is a Word document and can be edited to meet local needs, and posted for download on web sites, used as an e-mail attachment, or provided as a printed document.

5. It is recommended that the contractor also complete a “Stockholder Disclosure Certification.” This will assist the local unit in its obligation to ensure that contractor did not make any prohibited contributions to the committees listed on the Business Entity Disclosure Certification in the 12 months prior to the contract (See Local Finance Notice 2006-7 for additional information on this obligation at http://www.nj.gov/dca/divisions/dlgs/resources/lfns 2006.html). A sample Certification form is part of this package and the instruction to complete it is included in the Contractor Instructions. NOTE: This section is not applicable to Boards of Education.
152

Version June 26, 2024
DOC #4, continued
C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM
Contractor Instructions
Business entities (contractors) receiving contracts from a public agency that are NOT awarded pursuant to a “fair and open” process (defined at N.J.S.A. 19:44A-20.7) are subject to the provisions of P.L. 2005, c. 271, s.2 (N.J.S.A. 19:44A-20.26). This law provides that 10 days prior to the award of such a contract, the contractor shall disclose contributions to:
x any State, county, or municipal committee of a political party x any legislative leadership committee*
x any continuing political committee (a.k.a., political action committee) x any candidate committee of a candidate for, or holder of, an elective office:
o of the public entity awarding the contract
o of that county in which that public entity is located o of another public entity within that county
o or of a legislative district in which that public entity is located or, when the public entity is a county, of any legislative district which includes all or part of the county The disclosure must list reportable contributions to any of the committees that exceed $300 per election cycle that were made during the 12 months prior to award of the contract. See N.J.S.A. 19:44A-8 and 19:44A-16 for more details on reportable contributions.

N.J.S.A. 19:44A-20.26 itemizes the parties from whom contributions must be disclosed when a business entity is not a natural person. This includes the following:
x individuals with an “interest” ownership or control of more than 10% of the profits or assets of a business entity or 10% of the stock in the case of a business entity that is a corporation for profit x all principals, partners, officers, or directors of the business entity or their spouses x any subsidiaries directly or indirectly controlled by the business entity x IRS Code Section 527 New Jersey based organizations, directly or indirectly controlled by the business entity and filing as continuing political committees, (PACs).

When the business entity is a natural person, “a contribution by that person’s spouse or child, residing therewith, shall be deemed to be a contribution by the business entity.” [N.J.S.A. 19:44A-20.26(b)] The contributor must be listed on the disclosure.

Any business entity that fails to comply with the disclosure provisions shall be subject to a fine imposed by ELEC in an amount to be determined by the Commission which may be based upon the amount that the business entity failed to report.

The enclosed list of agencies is provided to assist the contractor in identifying those public agencies whose elected official and/or candidate campaign committees are affected by the disclosure requirement. It is the contractor’s responsibility to identify the specific committees to which contributions may have been made and need to be disclosed. The disclosed information may exceed the minimum requirement.

The enclosed form, a content-consistent facsimile, or an electronic data file containing the required details (along with a signed cover sheet) may be used as the contractor’s submission and is disclosable to the public under the Open Public Records Act.

The contractor must also complete the attached Stockholder Disclosure Certification. This will assist the agency in meeting its obligations under the law. NOTE: This section does not apply to Board of Education contracts. *
N.J.S.A. 19:44A-3(s): “The term "legislative leadership committee" means a committee established, authorized to be established, or designated by the President of the Senate, the Minority Leader of the Senate, the Speaker of the General Assembly or the Minority Leader of the General Assembly pursuant to section 16 of P.L.1993, c.65 (C.19:44A-10.1) for the purpose of receiving contributions and making expenditures.” 153

Version June 26, 2024
DOC #4, continued
C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM
Required Pursuant to N.J.S.A. 19:44A-20.26
This form or its permitted facsimile must be submitted to the local unit no later than 10 days prior to the award of the contract.

Part I – Vendor Information
Vendor Name:

Address:

City: State: Zip:

The undersigned being authorized to certify, hereby certifies that the submission provided herein represents compliance with the provisions of N.J.S.A. 19:44A-20.26 and as represented by the Instructions accompanying this form.
_______________________ _______________________ ________________________ Signature Printed Name Title
Part II – Contribution Disclosure
Disclosure requirement: Pursuant to N.J.S.A. 19:44A-20.26 this disclosure must include all reportable political contributions (more than $300 per election cycle) over the 12 months prior to submission to the committees of the government entities listed on the form provided by the local unit.

F Check here if disclosure is provided in electronic form Contributor Name Recipient Name Date Dollar Amount
$
F Check here if the information is continued on subsequent page(s) 154

Version June 26, 2024
DOC #4, continued
List of Agencies with Elected Officials Required for Political Contribution Disclosure N.J.S.A. 19:44A-20.26
County Name:

State: Governor, and Legislative Leadership Committees
Legislative District #s:

State Senator and two members of the General Assembly per district.

County:

Freeholders County Clerk Sheriff
{County Executive} Surrogate
Municipalities (Mayor and members of governing body, regardless of title):

USERS SHOULD CREATE THEIR OWN FORM, OR DOWNLOAD FROM THE

PAY TO PLAY SECTION OF THE DLGS WEBSITE A COUNTY-BASED, CUSTOMIZABLE FORM.

155

Version June 26, 2024
DOC #5

STOCKHOLDER DISCLOSURE CERTIFICATION
Name of Business:
‡ I certify that the list below contains the names and home addresses of all stockholders holding 10% or more of the issued and outstanding stock of the undersigned.

OR
‡ I certify that no one stockholder owns 10% or more of the issued and outstanding stock of the undersigned.

Check the box that represents the type of business organization:
‡Partnership ‡Corporation ‡Sole Proprietorship

‡Limited Partnership ‡Limited Liability Corporation ‡Limited Liability Partnership ‡Subchapter S Corporation
Sign and notarize the form below, and, if necessary, complete the stockholder list below.

Stockholders:

Name: Name:

Home Address: Home Address:

Name: Name:

Home Address: Home Address:

Name: Name:

Home Address: Home Address:

Subscribed and sworn before me this ___ day of
___________, 2__.
(Notary Public)
My Commission expires:
_________________________________
(Affiant)
________________________________
(Print name & title of affiant)
(Corporate Seal)
156

Version June 26, 2024
DOC #6

DISCLOSURE OF INVESTMENT ACTIVITIES IN IRAN FORM

STATE OF NEW JERSEY

DEPARTMENT OF THE TREASURY - DIVISION OF PURCHASE AND PROPERTY 33 WEST STATE STREET, P.O. BOX 230 TRENTON, NEW JERSEY 08625-0230 BID SOLICITATION # AND TITLE: ______________________________________________________________________ VENDOR NAME: ____________________________________________________________________________________ Pursuant to N.J.S.A. 52:32-57, et seq. (P.L. 2012, c.25 and P.L. 2021, c.4) any person or entity that submits a bid or proposal or otherwise proposes to enter into or renew a contract must certify that neither the person nor entity, nor any of its parents, subsidiaries, or affiliates, is identified on the New Jersey Department of the Treasury’s Chapter 25 List as a person or entity engaged in investment activities in Iran. The Chapter 25 list is found on the Division’s website at https://www.state.nj.us/treasury/purchase/pdf/Chapter25List.pdf. Vendors/Bidders must review this list prior to completing the below certification. If the Director of the Division of Purchase and Property finds a person or entity to be in violation of the law, s/he shall take action as may be appropriate and provided by law, rule or contract, including but not limited to, imposing sanctions, seeking compliance, recovering damages, declaring the party in default and seeking debarment or suspension of the party.

Entity Engaged in Investment Activities
Relationship to Vendor/ Bidder
Description of Activities
Duration of Engagement
Anticipated Cessation Date
*Attach Additional Sheets If Necessary.

CERTIFICATION
I, the undersigned, certify that I am authorized to execute this certification on behalf of the Vendor, that the foregoing information and any attachments hereto, to the best of my knowledge are true and complete. I acknowledge that the State of New Jersey is relying on the information contained herein, and that the Vendor is under a continuing obligation from the date of this certification through the completion of any contract(s) with the State to notify the State in writing of any changes to the information contained herein; that I am aware that it is a criminal offense to make a false statement or misrepresentation in this certification. If I do so, I may be subject to criminal prosecution under the law, and it will constitute a material breach of my contract(s) with the State, permitting the State to declare any contract(s) resulting from this certification void and unenforceable. ____________________________________ ________________________________ Signature Date
_____________________________________________________
Print Name and Title
DPP Rev. 12.13.2021

CHECK THE APPROPRIATE BOX
I certify, pursuant to N.J.S.A. 52:32-57, et seq. (P.L. 2012, c.25 and P.L. 2021, c.4), that neither the Vendor/Bidder listed above nor any of its parents, subsidiaries, or affiliates is listed on the New Jersey Department of the Treasury’s Chapter 25 List of entities determined to be engaged in prohibited activities in Iran.

OR
I am unable to certify as above because the Vendor/Bidder and/or one or more of its parents, subsidiaries, or affiliates is listed on the New Jersey Department of the Treasury’s Chapter 25 List. I will provide a detailed, accurate and precise description of the activities of the Vendor/Bidder, or one of its parents, subsidiaries or affiliates, has engaged in regarding investment activities in Iran by completing the information requested below. _____________________________________________
_____________________________________________
_____________________________________________
_____________________________________________
_____________________________________________
_____________________________________________
157

Version June 26, 2024
DOC #7

CERTIFICATION OF NON-INVOLVEMENT IN PROHIBITED ACTIVITIES IN RUSSIA OR BELARUS Pursuant to N.J.S.A. 52:32-60.1, et seq. (L. 2022, c. 3) any person or entity (hereinafter “Vendori”) that seeks to enter into or renew a contract with a State agency for the provision of goods or services, or the purchase of bonds or other obligations, must complete the certification below indicating whether or not the Vendor is identified on the Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons list, available here:
https://sanctionssearch.ofac.treas.gov/. If the Department of the Treasury finds that a Vendor has made a certification in violation of the law, it shall take any action as may be appropriate and provided by law, rule or contract, including but not limited to, imposing sanctions, seeking compliance, recovering damages, declaring the party in default and seeking debarment or suspension of the party.

I, the undersigned, certify that I have read the definition of “Vendor” below, and have reviewed the Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons list, and having done so certify:
(Check the Appropriate Box)
A. That the Vendor is not identified on the OFAC Specially Designated Nationals and Blocked Persons list on account of activity related to Russia and/or Belarus.

OR
B. That I am unable to certify as to “A” above, because the Vendor is identified on the OFAC Specially Designated Nationals and Blocked Persons list on account of activity related to Russia and/or Belarus.

OR
C.

That I am unable to certify as to “A” above, because the Vendor is identified on the OFAC Specially Designated Nationals and Blocked Persons list. However, the Vendor is engaged in activity related to Russia and/or Belarus consistent with federal law, regulation, license or exemption. A detailed description of how the Vendor’s activity related to Russia and/or Belarus is consistent with federal law is set forth below.
(Attach Additional Sheets If
Necessary.)
Signature of Vendor’s Authorized Representative Date
Print Name and Title of Vendor’s Authorized Representative Vendor’s FEIN Vendor’s Name Vendor’s Phone Number
Vendor’s Address (Street Address) Vendor’s Fax Number
Vendor’s Address (City/State/Zip Code) Vendor’s Email Address i Vendor means: (1) A natural person, corporation, company, limited partnership, limited liability partnership, limited liability company, business association, sole proprietorship, joint venture, partnership, society, trust, or any other nongovernmental entity, organization, or group; (2) Any governmental entity or instrumentality of a government, including a multilateral development institution, as defined in Section 1701(c)(3) of the International Financial Institutions Act, 22 U.S.C. 262r(c)(3); or (3) Any parent, successor, subunit, direct or indirect subsidiary, or any entity under common ownership or control with, any entity described in paragraph (1) or (2). NJ Rev. 1.22.2024 158

Version June 26, 2024
DOC #8

NEW JERSEY BUSINESS REGISTRATION CERTIFICATE
(N.J.S.A. 52:32-44)
Offerors wishing to do business in New Jersey must submit their State Division of Revenue issued Business Registration Certificate with their proposal here. Failure to do so will disqualify the Offeror from offering products or services in New Jersey through any resulting contract. https://www.njportal.com/DOR/BusinessRegistration/
159

DOC #9

EEOAA EVIDENCE
Equal Employment Opportunity/Affirmative Action
Goods, Professional Services & General Service Projects EEO/AA Evidence
Vendors are required to submit evidence of compliance with N.J.S.A. 10:5-31 et seq. and N.J.A.C. 17:27 in order to be considered a responsible vendor.

One of the following must be included with submission:
x Copy of Letter of Federal Approval
x Certificate of Employee Information Report
x Fully Executed Form AA302
x Fully Executed EEO-1 Report
See the guidelines at:
https://www.state.nj.us/treasury/contract compliance/documents/pdf/guidelines/pa.pd f for further information.

I certify that my bid package includes the required evidence per the above list and State website.

Name: ______________________________ Title: _____________________ Signature: ___________________________ Date: _____________________ 160

Version June 26, 2024
DOC #10

MACBRIDE-PRINCIPLES

STATE OF NEW JERSEY

DEPARTMENT OF THE TREASURY - DIVISION OF PURCHASE
AND PROPERTY 33 WEST STATE STREET, P.O. BOX 230 TRENTON, NEW JERSEY 08625-0230
BID SOLICITATION # AND TITLE: __________________________________________________________ VENDOR NAME: _______________________________________________________________________ Pursuant to Public Law 1995, c. 134, a responsible Vendor/Bidder is required to provide a certification in compliance with the MacBride Principles and Northern Ireland Act of 1989. Pursuant to N.J.S.A. 52:34-12.2, Vendor/Bidder must complete the certification below by checking one of the two options listed below and signing where indicated. If a Vendor/Bidder that would otherwise be awarded a purchase, contract or agreement does not complete the certification, then the Director may determine, in accordance with applicable law and rules, that it is in the best interest of the State to award the purchase, contract or agreement to another Vendor/ Bidder that has completed the certification and has submitted a bid within five (5) percent of the most advantageous bid. If the Director finds contractors to be in violation of the principles that are the subject of this law, he/she shall take such action as may be appropriate and provided by law, rule or contract, including but not limited to, imposing sanctions, seeking compliance, recovering damages, declaring the party in default and seeking debarment or suspension of the party.

I, the undersigned, on behalf the Vendor/Bidder, certify pursuant to N.J.S.A. 52:34-12.2 that:

CHECK THE APPROPRIATE BOX
The Vendor/Bidder has no business operations in Northern Ireland; or OR
The Vendor/Bidder will take lawful steps in good faith to conduct any business operations it has in Northern Ireland in accordance with the MacBride principles of nondiscrimination in employment as set forth in section 2 of P.L. 1987, c. 177 (N.J.S.A. 52:18A-89.5) and in conformance with the United Kingdom’s Fair Employment (Northern Ireland) Act of 1989, and permit independent monitoring of its compliance with those principles.

CERTIFICATION
I, the undersigned, certify that I am authorized to execute this certification on behalf of the Vendor, that the foregoing information and any attachments hereto, to the best of my knowledge are true and complete. I acknowledge that the State of New Jersey is relying on the information contained herein, and that the Vendor is under a continuing obligation from the date of this certification through the completion of any contract(s) with the State to notify the State in writing of any changes to the information contained herein; that I am aware that it is a criminal offense to make a false statement or misrepresentation in this certification. If I do so, I may be subject to criminal prosecution under the law, and it will constitute a material breach of my contract(s) with the State, permitting the State to declare any contract(s) resulting from this certification void and unenforceable.

Signature Date
Print Name and Title
DPP Rev. 12.13.2021
161

OMNIA Partners Appendix D Exhibit A Response

1.0 Scope of National Cooperative Contract

1.1 Requirement
Acknowledged

1.2 Marketing, Sales and Administrative Support
Acknowledged

1.3 Estimated Volume
Acknowledged

1.4 Award Basis
Acknowledged

1.5 Objectives of Cooperative Program
Acknowledged

2.0 REPRESENTATIONS AND COVENANTS

2.1 Corporate Commitment
Acknowledged and Agree

2.2 Pricing Commitment
We acknowledge the pricing commitment outlined in Section 2.2. Under this Master Agreement, authorized resellers are required to adhere to our bid pricing as outlined in Products and Pricing Attachment #1.

However, please note that Verkada's pricing in the open market is ultimately dictated by our resellers. While we strive to ensure competitive pricing, any adjustments or lower pricing through other cooperative contracts would be determined by our resellers.

2.3 Sales Commitment
We acknowledge these terms and will ensure that our sales force is trained, engaged, and various stakeholders are focused on marketing and promoting the Master Agreement to Public Agencies nationwide through OMNIA Partners.
167

OMNIA Partners Appendix D Exhibit A Response
We also confirm our commitment to accurately and promptly report all Master Agreement sales in compliance with the OMNIA Partners Administration Agreement.

Please note that the Executive Sales and Channel Support Letter and endorsements, further confirming the commitment from our direct sales leaders, have been included as attachments to our proposal for your review.

3.0 SUPPLIER RESPONSE

3.1 Company
A. Brief history and description of Supplier to include experience providing similar products and services.

Verkada was founded in 2016 by Filip Kaliszan and co-founders James Ren, Benjamin Bercovitz, and Hans Robertson. The company is headquartered in San Mateo, California, with additional offices in Texas, Utah, Florida, Arizona, Pennsylvania, and New York. Internationally, Verkada operates in the United Kingdom, Poland, Mexico, Australia, Taiwan, Japan, South Korea, and Singapore. Today, Verkada is a leading physical security platform, providing integrated cloud based solutions such as video security cameras, access control, environmental sensors, alarms, visitor management, and mailroom management. Verkada recently secured $305M in Series D funding, bringing its valuation to $3.2B double its valuation from two years ago.

Despite a challenging market, Verkada's strong growth and investor confidence demonstrate the company’s ongoing success and expansion. Verkada protects over 20,000 organizations worldwide, modernizing physical security with scalable, easy to manage solutions.

B. Total number and location of salespersons employed by Supplier.

C. Number and location of support centers (if applicable) and location of corporate Office.

U.S. Locations:

California (Global HQ)
406 E. 3rd Avenue
San Mateo, CA 94401
Phone: +1 (650) 514-2500
Texas
200 W. Cesar Chavez Street, Suite 350
Austin, TX 78701
Phone: +1 (737) 932-8950
168

OMNIA Partners Appendix D Exhibit A Response
Utah
1215 Wilmington Avenue, Suite 200
Salt Lake City, UT 84106
Phone: +1 (385) 563-1950
Florida
200 Central Avenue, Suite 900
St. Petersburg, FL 33701
Phone: +1 (813) 939-7550
Arizona
410 North Scottsdale Road, Suite 1400
Tempe, AZ 85288
Phone: +1 (623) 304-1200
Pennsylvania
1100 Ludlow Street, 7th Floor
Philadelphia, PA 19107
Phone: +1 (445) 214-0900
New York
250 Park Ave South, Suite 900
New York, NY 10003
Phone: +1 (212) 715-1100
International Locations:

United Kingdom (Europe, Middle East, Africa HQ)
17th Floor, The Tower, The Bower
207 Old Street
London EC1V 9NR
United Kingdom
Phone: +44 (0) 20-3048-6050
Poland
LOFTMILL, ul. Jana Dekerta 24, Office No. D3
30 – 703 Kraków
Poland
Phone: +31 (0) 20-259-5249
Mexico and Latin America
C. Montes Urales 424, Office No. 03B-128
Lomas - Virreyes, Lomas de Chapultepec V
Secc., Miguel Hidalgo
Ciudad de México, CDMX 11000
Mexico
Phone: +52 (0) 55-9990-8275
Australia (Asia Pacific HQ)
1 Castlereagh Street, Level 21
Sydney, NSW
Australia
Phone: +61 (0) 2-7259-9300
Taiwan
Office No. 15-102, No. 97, Songren Road
Xinyi District
Taipei City, 110
Taiwan
Japan
1-17-4 Shibuya, Shibuya-ku, 9th Floor
Tokyo 150-0002
Japan
Phone: +81 (0) 50-5497-7800
169

OMNIA Partners Appendix D Exhibit A Response
South Korea
Office No. 13-130, 507 Teheran-ro, Gangnam-gu
Seoul, 06168
Republic of Korea
Phone: +82 (0) 30-864-0150
Singapore
9 Battery Road, Office 27-101
Singapore 049910
Phone: +65 6371-9700
D. Annual sales for the three previous fiscal years.
a. Submit FEIN and Dunn & Bradstreet report.

FEIN and Dunn & Bradstreet numbers are attached for reference. Formal reports are available upon request.

E. Describe any green or environmental initiatives or policies.

Verkada is dedicated to reducing its environmental impact through both immediate actions and long-term commitments:

Immediate Commitments:
● Measuring our carbon footprint using an environmental management system. ● Establishing sustainability practices with our vendors and suppliers. ● Implementing a recycling program for used Verkada hardware.

Long-Term Commitment:
● Achieving Net Zero emissions by 2045.

These initiatives reflect Verkada’s dedication to environmental responsibility and sustainable growth.

Please refer to Verkada’s 2024 Impact Report for further information. https://docs.verkada.com/docs/2024-Impact-Report.pdf
F. Describe any diversity programs or partners supplier does business with and how 170

OMNIA Partners Appendix D Exhibit A Response
Participating Agencies may use diverse partners through the Master Agreement.

Indicate how, if at all, pricing changes when using the diversity program. If there are any diversity programs, provide a list of diversity alliances and a copy of their Certifications.

Verkada does not have a formalized reseller diversity program today. However, with our broad network of reseller partners, participating agencies have a wide variety of diverse partners they can select to align with their specific requirements.

Pricing remains consistent regardless of the diversity program or partner selected, as pricing under the Master Agreement is standardized for all transactions.

G. Indicate if supplier holds any of the below certifications in any classified areas and include proof of such certification in the response:

N/A
H. List any relationships with subcontractors or affiliates intended to be used when providing services and identifying if subcontractors meet minority-owned standards. If any, list which certifications subcontractors hold and certifying agencies.

Where applicable, Verkada’s reseller partners may engage certified minority-owned subcontractors to meet specific requirements or preferences.

I. Describe how supplier differentiates itself from its competitors.

At Verkada, we’re highly regarded for our innovative approach to building management, offering cloud-based solutions that seamlessly integrate with modern technology. Known for our user-friendly interface, we make security management easy and accessible, even for those with minimal technical expertise. Our use of cutting edge AI and machine learning enhances video surveillance with smart analytics like motion detection and person recognition, setting us apart as a leader in innovation. These devices continuously receive updates and improvements without the need for new hardware, ensuring our customers always have access to the latest features. Our systems are praised for their scalability, allowing businesses of all sizes to effortlessly expand and manage their security needs. We deliver a forward-thinking solution that prioritizes user experience and security, making Verkada a standout in the industry.

J. Describe any present or past litigation, bankruptcy or reorganization involving Supplier.
171

OMNIA Partners Appendix D Exhibit A Response
Verkada is not subject to any final litigation or investigations that would materially impact the delivery of our products. Should Region 4 require further details, we can provide them upon request.

K. Felony Conviction Notice:

Person/owner IS NOT a convicted felon
L. Describe any debarment or suspension actions taken against supplier N/A

3.2 Distribution, Logistics
A. Each offeror awarded an item under this solicitation may offer their complete product and service offering/a balance of line. Describe the full line of products and services offered by supplier.

Products:

Cameras:

Verkada’s cameras combine advanced AI capabilities with a sleek design, offering cloud-based, high-definition video surveillance that’s easy to manage from any device. With real-time analytics, encrypted storage, and proactive alerts, Verkada’s cameras ensure secure and scalable solutions for modern security needs.

Connectivity:

Verkada’s connectivity solutions provide seamless, secure internet access for all Verkada devices. Designed for reliability and ease of use, they ensure that every device remains connected, optimized for real-time updates, and protected against cyber threats.

Command Connector:

The Command Connector enables seamless integration between Verkada Command and other enterprise systems. It allows organizations to streamline workflows and automate processes while maintaining a unified platform for device management.

Access Control:

Verkada’s access control system offers cloud-based door security with simple setup and seamless integration with video security. Manage access rights, monitor entry logs, and enhance building safety with a scalable solution tailored to any environment.

Air Quality Sensors:
172

OMNIA Partners Appendix D Exhibit A Response
Verkada’s air quality sensors provide real-time monitoring of indoor environments, tracking key metrics like temperature, humidity, and air quality. Designed to promote healthy, safe, and energy-efficient spaces, these sensors integrate effortlessly with the broader Verkada ecosystem.

Intercom:

Verkada’s intercom system provides crystal-clear audio and video communication for secure entry management. With cloud-based controls, user-friendly features, and seamless integration, it enhances building security and simplifies visitor management.

Alarms:

Verkada’s alarm systems offer proactive security with instant notifications and automated responses. Fully integrated with other Verkada devices, they provide a comprehensive solution for intrusion detection and response.

Workplace:

Verkada’s workplace solutions empower organizations with tools to enhance operational efficiency and workplace safety. From managing occupancy to streamlining visitor entry, these tools integrate seamlessly for a cohesive management experience.

Services:

Verkada and its reseller partners offer a comprehensive suite of services to complement their solutions. These services include Deployment Project Management for large-scale rollouts, tailored configuration and training for smaller deployments, and custom software engineering for specific customer needs. Reseller partners provide additional expertise by integrating products into existing systems, offering consultative support, and delivering unique solutions like off-the-grid setups. Installation and installation materials are also available through resellers.

Integrations:

Verkada offers several integrations to connect their security systems with leading enterprise tools, ensuring seamless workflows and enhanced operational efficiency. From identity management and access control to communication platforms and building automation, Verkada integrates with trusted partners like Okta, Microsoft Teams, Splunk, and more. Visit our integrations page at https://www.verkada.com/integrations/partners/ for more details. 173

OMNIA Partners Appendix D Exhibit A Response
B. Describe how supplier proposes to distribute the products/service nationwide.

Include any states where products and services will not be offered under the Master Agreement, including U.S. Territories and Outlying Areas.

C. Describe how Participating Agencies are ensured they will receive the Master Agreement pricing; include all distribution channels such as direct ordering, retail or in-store locations, through distributors, etc. Describe how Participating Agencies verify and audit pricing to ensure its compliance with the Master Agreement.

Customers can verify OMNIA contract pricing on the OMNIA and or Verkada website, or conduct contract quote reviews with our contracts team at [email protected].

As the sole manufacturer and supplier of its products, Verkada ensures that all purchases are made exclusively through authorized reseller partners who are required to adhere to master agreement pricing. Verkada products are not available for direct purchase, retail, or in-store locations, ensuring pricing compliance through authorized channels.

To further maintain pricing integrity, partners requesting authorization under this agreement will undergo a selection process based on agreed upon standards. Approved partners will be trained on contract ordering policies, agree to adhere to contract pricing terms, and be subject to monitoring and transaction audits by Verkada's sales and contract management teams.

D. Identify all other companies that will be involved in processing, handling or shipping the products/service to the end user.

E. Provide the number, size and location of Supplier’s distribution facilities, 174

OMNIA Partners Appendix D Exhibit A Response
warehouses and retail network as applicable.

3.3 Marketing and Sales
A. Given the public nature of the solicitation and contract, OMNIA Partners makes solicitation and contract documentation, including pricing documents, available on its website so Participating Public Agencies may easily conduct their due diligence. Describe any portions of the response that should not be available on the website and why those portions should not be available.

Redacted proposal included in response attachments.

B. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as supplier’s primary go to market strategy for Public Agencies to supplier’s teams nationwide.

The first 30 days will focus on internal alignment and training. Verkada will distribute an internal announcement, introducing the Master Agreement as our primary cooperative contract. Live training sessions will be conducted for all government sales teams nationwide, with participation from executive leadership and OMNIA partners to ensure the strategic importance is communicated across the organization. In parallel, we will develop and distribute internal training materials, including FAQs, competitive positioning documents, and sales enablement guides, to ensure our teams are fully equipped to drive success.

In the next 30 days, we will conduct follow-up sessions and Q&A to address any questions from the field and share early success stories. Internal benchmarks will be established, and we will refine our reporting processes to track contract adoption and measure performance.

Additionally, reseller partner training materials, including FAQs, competitive positioning, and ordering/compliance guides, will be developed and distributed to ensure our partners are aligned with the new go-to-market strategy.

By day 90, Verkada will conduct targeted regional and segment-specific training sessions to address any unique needs or opportunities. We will gather feedback through surveys and 175

OMNIA Partners Appendix D Exhibit A Response
discussion groups with sales reps, evaluating the effectiveness of the training, resources, and reseller engagement. Internal alignment will be strengthened to ensure deliverables and processes are optimized and any areas for improvement are addressed.

As the Master Agreement becomes fully integrated into our public go to market strategy, Verkada will maintain ongoing training with sales teams, emphasizing best practices, wins, and continued executive leadership support. Resources will be continually allocated for training and support, and we will monitor feedback from reseller partners and the competitive landscape to adjust our approach as needed. We expect strong alignment with OMNIA throughout this process to ensure a successful implementation.

GTM Overview
Days 1-30 -Distribute an internal announcement introducing the agreement as our primary cooperative contract.
-Conduct live training sessions for all government sales teams nationwide with executive leadership.
-Develop and distribute internal training materials, including FAQs, competitive positioning, and sales enablement guides.

Days
30-60
- Schedule follow up and Q&A sessions to address field questions and early success stories.
-Establish internal benchmarks and refine reporting processes with our division to track contract adoption.
-Develop and distribute reseller partner training materials, including FAQs, competitive positioning, ordering/compliance guides.

Days
60-90
- Conduct targeted training for sales teams by region and segment. -Facilitate surveys and discussion groups with sales reps to gather feedback on training, resources, and reseller engagement.
- Align with internal stakeholders on deliverables, processes, and areas for improvement.
176

OMNIA Partners Appendix D Exhibit A Response
Ongoing - Maintain regular training with sales teams emphasizing best practices, wins, and leadership support.
- Continue to allocate resources for training and support. - Monitor contract feedback and competitive landscape from reseller partners.

C. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Public Agency customers of Supplier, as well as to prospective Public Agencies nationwide immediately upon award.

Upon award of the OMNIA Master Agreement, Verkada will execute a robust marketing and communication strategy across public-facing, digital, and internal channels to drive early awareness and participation from both existing and prospective public agency customers.

Within the first 10 days, we will work with OMNIA to develop co-branded materials, including a press release and social media collateral, to announce the award across our public channels.

This press release will be distributed to relevant trade publications, and additional promotional materials will be shared with OMNIA to help amplify the news through their networks. Verkada will also propose joint opportunities to further raise the profile of our partnership, such as pitching to targeted trade media and exploring other collaborative PR engagements.

Within the first 30 days, Verkada will publish Master Agreement details and contact information on a dedicated webpage, including links to key documents, product summaries, pricing, and OMNIA’s registration page. A toll-free number and dedicated email address will be available to ensure easy access for potential agency customers. In parallel, we’ll initiate email campaigns targeting current customers and partners, sharing co-branded marketing collateral to introduce them to the OMNIA Master Agreement’s benefits.

In the next 30 days, Verkada will expand this outreach through co-branded digital campaigns, including social media and email, to engage prospective customers and partners who may not yet be familiar with the agreement. Additionally, Verkada will organize and host three webinars tailored to different segments: one for our current customers and partners, one for OMNIA Partners’ Participating Public Agencies, and one for potential customers outside the agreement, to provide a comprehensive overview of the new contract and its offerings.

By day 90, Verkada will launch a national and regional advertising campaign in trade publications, with co-branded materials emphasizing the partnership's benefits. Verkada will also attend and actively participate in key industry events, such as the NIGP Annual Forum, in 177

OMNIA Partners Appendix D Exhibit A Response
coordination with OMNIA Partners, to continue promoting the agreement directly to relevant agencies. Throughout the term of the Master Agreement, Verkada will sustain ongoing marketing through case studies, targeted promotions, and a steady presence at trade shows, events, and in industry publications, continually adapting our resources and communication to support the partnership’s growth and reach.

Verkada views this as a long-term strategic partnership and is committed to providing ongoing support and maintenance to maximize the agreement’s impact. We will allocate dedicated resources from our creative, demand generation, and contract management teams to ensure continuous promotion, alignment, and responsiveness to OMNIA’s needs.

Periodic reviews with OMNIA will help us evaluate engagement, share insights, and adapt strategies to strengthen our joint approach, ensuring the OMNIA Master Agreement remains impactful and relevant across changing public sector landscapes.

Marketing GTM Overview
Days 1-30 - Develop and distribute co-branded press releases and social media content. - Publish Master Agreement details on Verkada’s website with contact info. - Launch internal announcements and training sessions.
- Provide internal contract guides and resources for sales teams. - Start email campaigns introducing the agreement to current customers and partners.

Days
30-60
- Run co-branded marketing campaigns on social media, email, and direct mail targeting prospective customers.
- Host webinar targeting existing Verkada customers, OMNIA agencies, and prospective customers.

Days
60-90
- Launch advertising in national and regional trade publications. - Publish additional marketing collateral, such as case studies and event promotions.
178

OMNIA Partners Appendix D Exhibit A Response
Ongoing - Conduct regular reviews with OMNIA to gather feedback and adjust strategy as needed.
- Attend and participate in industry events, including the NIGP Annual Forum, in partnership with OMNIA.
- Maintain continuous marketing support through targeted campaigns. - Dedicate resources to optimize and adapt promotional activities to ensure sustained impact and growth of the partnership.

D. Describe how Supplier will transition any existing Public Agency customers’ accounts to the Master Agreement available nationally through OMNIA Partners.

Include a list of current cooperative contracts (regional and national) Supplier holds and describe how the Master Agreement will be positioned among the other cooperative agreements.

OMNIA Partners Appendix D Exhibit A Response
E. Acknowledge Supplier agrees to provide its logo(s) to OMNIA Partners and agrees to provide permission for reproduction of such logo in marketing communications and promotions. Acknowledge that use of OMNIA Partners logo will require permission for reproduction, as well.

Acknowledged
F. Confirm Supplier will be proactive in direct sales of Supplier’s goods and services to Public Agencies nationwide and the timely follow up to leads established by OMNIA Partners. All sales materials are to use the OMNIA Partners logo. At a minimum, the Supplier’s sales initiatives should communicate:
i. Master Agreement was competitively solicited and publicly awarded by a Principal Procurement Agency
ii. Best government pricing
iii. No cost to participate
iv. Non-exclusive
Acknowledged and Confirmed.

G. Confirm Supplier will train its national sales force on the Master Agreement. At a minimum, sales training should include:
i. Key features of Master Agreement
ii. Working knowledge of the solicitation process
iii. Awareness of the range of Public Agencies that can utilize the Master Agreement through OMNIA Partners
iv. Knowledge of benefits of the use of cooperative contracts Acknowledged and Confirmed.

H. Provide the name, title, email and phone number for the person(s), who will be responsible for:
i. Executive Support
ii. Marketing
iii. Sales
180

OMNIA Partners Appendix D Exhibit A Response
● Mimi Yu, Sales Strategy & Operations Sr. Specialist,
I. Describe in detail how Supplier’s national sales force is structured, including contact information for the highest-level executive in charge of the sales team. .

I. Explain in detail how the sales teams will work with the OMNIA Partners team to implement, grow and service the national program.

Our sales teams will work closely utilizing OMNIA resources and tools to ensure the successful implementation, growth, and servicing of the national program. The process will start with onboarding and training, so our sales teams and reseller partners fully understand how OMNIA 182

OMNIA Partners Appendix D Exhibit A Response
Partners’ program fits with Verkada’s products and services. Our sales teams will be trained on OMNIA Partners as the default public sector buying vehicle In addition to internal efforts, if awarded, Verkada seeks to host an OMNIA representative for a dedicated sales training session with our team and a separate dedicated reseller sales training. This training will provide valuable insights into optimizing our sales strategies and leveraging OMNIA procurement solutions.

Ongoing communication will be a key component of our partnership. Our teams will regularly touch base to ensure we're aligned on program updates, customer feedback, and any shifts in market needs. Together, we will develop joint sales strategies tailored to the national program, which will include collaborative marketing efforts, outreach, and lead generation initiatives..

In addition to the above, we are open to exploring any other methods or support that can further enhance our team's ability to effectively navigate the OMNIA partnership and drive success with this cooperative contract. We are eager to collaborate on this opportunity to strengthen our collective capabilities.

J. Explain in detail how Supplier will manage the overall national program throughout the term of the Master Agreement, including ongoing coordination of marketing and sales efforts, timely new Participating Public Agency account set-up, timely contract administration, etc.

Our approach to managing this master agreement is driven by strong internal alignment across key functions. This collaborative approach brings together our demand generation, sales, sales strategy, sales enablement, legal, orders, channel, finance, deal desk, and other stakeholders enabling us to respond quickly and effectively to the needs of participating agencies. We view this opportunity with OMNIA/Region 4 as the potential for a strong partnership, built on collaboration and shared goals.

At Verkada, we have a dedicated government contract team solely focused on training, compliance, and support of our government cooperative contracts. This team provides tailored training programs for internal teams and reseller partners to navigate government procurement processes effectively. We are readily available to address any questions related to cooperative contracts, ensuring all stakeholders have the support needed for successful program implementation.
183

OMNIA Partners Appendix D Exhibit A Response
Throughout the program, we will monitor performance through regular audits, reporting, and feedback loops, ensuring smooth operations and identifying areas for improvement. This ongoing coordination allows us to make adjustments as necessary and continuously deliver the best experience for customers and reseller partners.

K. State the amount of Supplier’s Public Agency sales for the previous fiscal year.

Provide a list of Supplier’s top 10 Public Agency customers, the total purchases for each for the previous fiscal year along with a key contact for each. 184

OMNIA Partners Appendix D Exhibit A Response
You can learn more about our customers and various use cases at https://www.verkada.com/customers/
L. Describe Supplier’s information systems capabilities and limitations regarding order management through receipt of payment, including description of multiple platforms that may be used for any of these functions.

M. Provide the Contract Sales (as defined in Section 12 of the OMNIA Partners Administration Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three years of the Master Agreement (“Guaranteed Contract Sales”).

While we do not guarantee any specific number of sales through our contract, we expect up to in Year 1 based on conservative estimates. This projection accounts for the extended government sales cycle and the time required to introduce the new award. For Year 2, we expect , and for Year 3, we project
N. Even though it is anticipated many Public Agencies will be able to utilize the Master Agreement without further formal solicitation, there may be circumstances where Public Agencies will issue their own solicitations. The following options are available when responding to a solicitation for Products covered under the Master Agreement.
i. Respond with Master Agreement pricing (Contract Sales reported to OMNIA Partners).
ii. If competitive conditions require pricing lower than the standard Master Agreement not-to-exceed pricing, Supplier may respond with lower pricing through the Master Agreement. If Supplier is awarded 185

OMNIA Partners Appendix D Exhibit A Response
the contract, the sales are reported as Contract Sales to OMNIA Partners under the Master Agreement.
iii. Respond with pricing higher than Master Agreement only in the unlikely event that the Public Agency refuses to utilize Master Agreement (Contract Sales are not reported to OMNIA Partners). iv. If alternative or multiple proposals are permitted, respond with pricing higher than Master Agreement, and include Master Agreement as the alternate or additional proposal.

Initially, Verkada will promote a sub-bid process with multiple authorized resellers to meet the Public Agency's further competitive requirements. Otherwise, we will encourage our authorized resellers to adopt these methods mentioned above.
186

Vandal Resistance Attachment #17
188

Duns & Bradstreet
FEIN and Dunn & Bradstreet numbers are attached for reference. Formal reports are available upon request if necessary.

Legal Name: Verkada Inc
189

CHAPTER 3.12

PURCHASING
Note: Prior history: prior code §§ 2800—2808, 2810, 2811; Ord. Nos. 1127 and 1172.
§ 3.12.010. Adoption of purchasing system.

The procurement system contained in this chapter is adopted in order to establish an efficient, equitable and uniform procedure for the purchase of materials, supplies, equipment, and services at the lowest possible cost commensurate with the quality needed, to exercise financial control over purchases, and to clearly define authority for procurement functions. All city procurement shall comply with applicable provisions of the City Charter, this code and all relevant provisions of law, and shall be only used to acquire materials, supplies, equipment and services for which the city council has appropriated funds. The provisions of this chapter apply to all procurement of any nature including as follows: materials, supplies, equipment, labor, public works projects, and services, including professional services.
(Ord. 1192 § 1, 2013)
§ 3.12.020. Authority of purchasing officer.

A. The chief administrative officer or designee shall serve as the purchasing officer for the city. Except as otherwise provided, the purchasing officer shall serve as the principal public purchasing official for the city, and shall be responsible for the purchase of materials, supplies, equipment, and services, in accordance with this code, and for the authority to properly administer and manage contracts, and for the disposal of materials, supplies, and equipment. The purchasing officer shall use his or her best efforts to secure the acquisition of materials, supplies, equipment, and services in the manner that is the most advantageous to the city and to the public.

The legal form of specifications, formal and informal purchase contracts, warranties, bid and performance security, and similar matters shall be approved by the city attorney. Consistent with this code, and with the approval of the chief administrative officer, the purchasing officer may adopt operational procedures relating to the execution of his or her duties. The purchasing officer shall also prepare a local recruitment program, compliance with which shall be required as a standard provision in city contracts.

B. All purchases are conditioned upon specifications being met. All specifications shall be drafted so as to promote overall economy for the purposes intended and to encourage competition in satisfying the city's needs. This policy applies to all specifications, including those prepared for the city by non-city employees. The purchasing officer or designee may inspect supplies, equipment, materials, and review services to determine if they meet specifications and may require any inspection or test as necessary. Costs of testing will be charged to the department initiating the procurement.

City of Bell, CA
§ 3.12.010 § 3.12.020
Downloaded from https://ecode360.com/BE4903 on 2026-05-01 Attachment 2

(Ord. 1192 § 1, 2013)
§ 3.12.030. Authorization to execute documents.

All documents may be executed by the chief administrative officer whenever such authorization is granted in a resolution, motion, or minute order adopted by the city council. All contracts under $25,000 may be approved and executed by the chief administrative officer and attested by the city clerk and do not require council approval.

Contracts equal to or over $25,000 shall be approved by the city council. (Ord. 1192 § 1, 2013)
§ 3.12.040. Unauthorized purchases and contracts.

It shall be unlawful for any officer, employee, or agent of the city to order the purchase of materials, supplies or equipment, or to contract for services or contract for the performance of public works projects, as defined in Public Contract Code Sections 1101 and20161, or otherwise make any contract in violation of this code. Any invoice or requisition for payment not supported by a written contract shall be deemed a false claim. All contracts shall be in a form approved by the city attorney or deputy, except as specified in Section 3.12.080(A)(2). Any order, purchase, or contract made contrary to the provisions of this code is voidable by the city and the city shall not be obligated thereunder unless the city council ratifies the action in response to an allegation that an order, purchase, or contract was made contrary to the provisions of this code.

Conversely, the inadvertent or intentional failure of the city to comply with any requirement of this chapter shall not, in itself, constitute grounds for any order, purchase, or contract executed by the city council, the chief administrative officer, to be voided without action by the city council or contrary to a determination made by the city council.
(Ord. 1192 § 1, 2013)
§ 3.12.050. Specialized contracting procedures.

C. The purchasing officer is authorized to sell and dispose of city property no longer of use in a manner providing maximum return to the city and in accordance with Section 3.12.140. The subject matter, manner, and timing of such sales shall be subject to the approval of the chief administrative officer. Expenses of sale shall be a proper charge against the income therefrom. The disposition of unclaimed property is subject to Chapter 2.80 of this code.

A. Nothing in this code shall prohibit the city from using specialized contracting procedures when authorized by state law. If state law authorizes such procedures, they need not also be specifically authorized by this code, but may be adopted by resolution of the city council. Such specialized procedures may include, without limitation, prequalification of general contractors or subcontractors and design/ build contracting procedures.

B. Notwithstanding any other provision of this code, for any contract totally or partially funded by the state or federal government, all applicable state and federal City of Bell, CA
§ 3.12.020 § 3.12.050
Downloaded from https://ecode360.com/BE4903 on 2026-05-01

(Ord. 1192 § 1, 2013)
§ 3.12.060. Bidding procedures for purchases of materials, supplies, equipment and services, except professional services.

Except as otherwise provided in this chapter, all contracts of the city for the purchase of materials, supplies, equipment, or services of an aggregate annual value equal to or exceeding $25,000 shall be awarded after compliance with the sealed bid procedures contained in this section. "Materials, supplies, equipment, and services" include all personal property and services, except professional services, procured by the city. laws shall be followed, including, but not limited to, applicable procurement standards and contracting procedures. Contractors must also comply with all standard provisions contained in state and federal contracts establishing the source of state and federal funds for work being performed by the contractor.

A. Evasion of Provisions of Chapter Prohibited. Orders for materials, supplies, equipment, or services shall not be split into smaller orders or projects, artificially aggregated into larger orders or projects, or willfully mischaracterized or misclassified for purposes of evading the provisions of this chapter.

B. Budget Verification. Prior to bid solicitation, the purchasing officer shall confirm the requested purchase is identified in the current fiscal year adopted budget. For items not identified in the current fiscal year adopted budget, the requesting city department shall be required to request a budget transfer to or receive city council approval prior to bid solicitation.

C. Invitations to Bid. Invitations to bid shall be issued by the purchasing officer and shall include a general description of the product or service required, the place, date, and time of bid opening, and adequately detailed specifications and contract terms as applicable to the purchase. Invitations to bid shall be disseminated to at least three prospective bidders approved by the purchasing officer and shall be posted at City Hall and other public posting locations, including the city's website, as determined by the purchasing officer. Notices shall include a general description of the articles for which bids are being sought, and the time, date and location for submitting and opening of the bids and identify the bid official who can answer any questions the bidders may have concerning the bid. Any invitation to bid, request for proposal, and other solicitation may be cancelled in whole or in part when there is good cause therefor or when in the judgment of the awarding authority cancellation is in the city's best interests.

D. Security. Security requirements shall be set forth in the solicitation. Bid bonds, performance bonds, payment bonds or other security may be required as the purchasing officer and department directors deem prudent to protect the city's interests. When the law permits, there may be allowed, in lieu of bonds or securities, a cash deposit, an irrevocable letter of credit, a negotiable time certificate or time certificate of deposit issued by a savings bank, a savings and loan investment certificate, or other form of security acceptable to the city's finance director and city attorney, provided that the city is the assignee or beneficiary of the security, and the City of Bell, CA
§ 3.12.050 § 3.12.060
Downloaded from https://ecode360.com/BE4903 on 2026-05-01

security conforms to provisions required by the city attorney. Bonds or other security shall not be used as substitutes for determination of a bidder's or offeror's responsibility.

E. Interpretation of Bid Specification. Oral interpretation of written bid specifications shall not be made to prospective bidders. If the prospective bidder discovers discrepancies or omissions in any specification, or if the bidder is in doubt as to the meaning of any specification, the bidder shall request a written interpretation or modification from the city.

If interpretations or modifications are deemed necessary, the city will then issue a written addendum to all parties known to have received copies of the specifications.

F. Bid Submittal and Bid Opening. Sealed bids shall be submitted to the city clerk and shall be opened publicly by the purchasing officer or designee in the presence of one or more witnesses at the time and place designated in the invitation to bid. No bid shall be considered which has not been received at the place, and at or prior to the time, stated in the invitation for bids. No bid shall be considered which is transmitted by electronic facsimile, unless specifically authorized in the bid. The amount of each bid, the name of each bidder, and such other relevant information as the purchasing officer deems relevant shall be announced and recorded. If no bids are received, procurement may proceed without further compliance with competitive bidding requirements. After the opening of a sealed or formal bid/ proposal, and after the City has identified the awardee, a "notice of intent to award" will be sent to all actual bidders by mail, email, or fax at the option of the city, and all applicable response periods will begin on the date the notice was sent identifying the awardee and including at least the following text: "Protests must comply with the requirements of Bell Municipal Code Sections 3.12.140 et seq., and be submitted no later than five business days after the date of this notice." G. Bid Acceptance and Bid Evaluation. Bids shall be evaluated on the requirements set forth in the invitation to bid, and no such criterion shall be used unless set forth in the invitation to bid or in this chapter. Evaluation criteria may include criteria to determine acceptability, including, but not limited to, inspection, testing, quality, workmanship, delivery, and suitability for a particular purpose. Criteria that will affect the bid price and be considered in evaluation of a bid shall be objectively measurable if possible, such as discounts, transportation costs, and total or life cycle costs.

H. Correction or Withdrawal of Bids. Correction or withdrawal of inadvertently erroneous bids before or after bid opening, or cancellation of awards or contracts based on such bid mistakes, may be permitted in the sole discretion of the purchasing officer when he or she deems appropriate. Mistakes may be corrected or withdrawn by written notice received prior to bid opening. Not more than three days after bid opening, corrections to a bid may be accepted only when a bidder shows by clear and convincing evidence that a mistake was made which made the bid materially different from what was intended and that the mistake was made in completing bid documents rather than arising from an error in judgment, or City of Bell, CA
§ 3.12.060 § 3.12.060
Downloaded from https://ecode360.com/BE4903 on 2026-05-01

carelessness in site inspection or reading plans and specifications. After bid opening, no changes in bid price or other bid component prejudicial to the city's interest or to fair competition shall be permitted.

I. Award to Lowest Responsive and Responsible Bidder. Unless bids are rejected as provided in this chapter, all contracts of the city for the purchase of materials, supplies, equipment, and services of a value equal to or exceeding $25,000, except for contracts entered pursuant to requests for proposals and exempted purchases, shall be awarded to the lowest responsible and responsive bidder. "Lowest responsible and responsive bidder" means the bidder who submits the lowest monetary bid that responds to the terms upon which bids were requested, and who has demonstrated the attribute of trustworthiness, as well as quality, fitness, capacity, and experience to satisfactorily perform the contract. To the extent permitted by law, criteria for determining whether a bidder is responsible include, without limitation, all of the following:

1. The conformity of the supplies, materials, equipment, or services to the required specifications;

2. The ability, capacity, and skill of the bidder to provide the supplies, materials, equipment, or services as required;

3. The ability of the bidder to provide the required items or services within the time specified;

4. The character, integrity, reputation, judgment, experience, efficiency, financial resources, and financial responsibility of the bidder;

5. The ability of the bidder to promptly provide future maintenance, repair, parts, and service after purchase;

6. The bidder's prior record of performance on other procurements or projects, including timely completion of performance, quality of products and work provided, and completion of projects within the bid amount submitted and project budget;

7. The bidder's involvement in prior or current litigation or contract disputes that could impair satisfactory performance of the contract to be awarded; and

8. The bidder's history of noncompliance with occupational safety and health requirements, labor statutes and regulations, and other local, state, and federal laws.

City of Bell, CA
§ 3.12.060 § 3.12.060
Downloaded from https://ecode360.com/BE4903 on 2026-05-01

(Ord. 1192 § 1, 2013)
The purchasing file shall contain a written summary of the basis on which the award is made. If a bidder is rejected because of an adverse determination of that bidder's capability of performing the contract, a written determination of irresponsibility, setting forth the basis of the finding, shall be prepared by the procurement officer or designee. The unreasonable failure of a bidder promptly to supply information in connection with an inquiry regarding responsibility may be grounds for a determination of irresponsibility. Prompt written notice shall be sent to the bidder of the evidence reflecting upon the bidder's responsibility that has been either received from others or adduced from independent investigation.

The bidder shall be afforded an opportunity to rebut such adverse evidence and to present evidence of qualification. After consideration of the evidence and the rebuttal evidence, the procurement officer shall make a final determination of the lowest bidder's responsibility and promptly so notify the bidder in writing. A bidder aggrieved by any such determination may protest as provided in Section

3.12.140 of this chapter.

J. Equal Bids. If prices quoted or received in two sealed bids are equal, then the chief administrative officer or the city council may choose whichever of the following options it deems to serve the best interest of the city:

1. Select one bid, giving preference to a business located within the City of Bell; or

2. Reject all bids and re-solicit for bids; or

3. Reject all bids and authorize negotiation of an agreement between the city and one of the equivalent bidders; or

4. Select one bid, giving preference to the business which is the most experienced; or

5. Select one bid by a method of chance.

K. Vendor Preferences. Except for procurements made with federal or state funds, or in cooperation with another public entity, the city's ultimate receipt of sales tax shall be considered in determining the lowest price. The city council may provide incentives, from time to time, for vendors supplying recycled products. Local vendor preferences are further governed by Section 3.12.100.

L. Rejection or Waiver of Bid Requirements.

1. The awarding authority may reject any and all bids presented and may resolicit for bids in its discretion.

2. The awarding authority may waive any irregularities or informalities in any bid or bidding.

City of Bell, CA
§ 3.12.060 § 3.12.070
Downloaded from https://ecode360.com/BE4903 on 2026-05-01

§ 3.12.070. Required accounting standards.

Contractors must submit appropriate documentation prior to the award of contracts in which the city agrees to reimburse costs, confirming that:
(Ord. 1192 § 1, 2013)
§ 3.12.080. Exceptions to bidding requirements.

A. The proposed contractor's accounting system will permit timely development of all necessary cost data in the form required by the specific contract type contemplated; and
B. The proposed contractor's accounting system is adequate to allocate costs in accordance with generally accepted accounting principles; and C. The proposed contractor's accounting system is adequate to allocate costs in accordance with all requirements of local, state and federal funding sources for the contract.

A. Informal Purchases. Any contract for a purchase of less than $25,000 shall be let in accordance with the procedures established in this section. Contract requirements shall not be artificially divided so as to constitute separate purchases under this section.

1. Purchases of $10,000 to $25,000. So far as practical, for any purchase costing of $10,000 or more and less than $25,000, at least three vendors shall be solicited to submit price quotations by use of sealed bidding methods, electronic facsimile, or electronic mail. Award shall be made to the responsive and responsible vendor who offers the lowest acceptable quotation that best meets the needs of the city. The names of vendors submitting quotations, their respective local addresses and principal places of business, and the date and amount of each quotation shall be recorded and maintained as a public record.

2. Purchases under $10,000. The purchasing officer shall adopt operational procedures for making small purchases of less than $10,000. The operational procedures shall require the preparation and maintenance of written records adequate to document the procurement, properly account for the funds expended, and facilitate an audit of the small purchase made.

B. Sole Source Procurement.

1. Sole Source Purchases of $10,000 and More. A contract for a purchase may be awarded without competition when the purchasing officer determines in writing, after conducting a good faith review of available sources, that there is only one source for the required materials, supplies, equipment, or services.

The purchasing officer shall conduct appropriate negotiations as to price, delivery, and other terms. A record of sole source procurements shall be maintained as a public record and shall list each vendor's name, local address and principal place of business, the amount and type of each contract, the item(s) procured under each contract, and the identification number of the City of Bell, CA
§ 3.12.070 § 3.12.080
Downloaded from https://ecode360.com/BE4903 on 2026-05-01

procurement, if any. Contracts for purchases let pursuant to this subsection shall be awarded and executed in accordance with Section 3.12.060(I) of this chapter.

2. Sole Source Purchases Under $10,000. Purchases under $10,000 shall be made in accordance with subsection (A)(2) of this section and do not require justification for sole source procurement.

3. Public Works Sole Source Purchases. All public works purchases required to conform to the requirements of Public Contract Code Section 3400 et seq., pertaining to sole source procurement on public works projects, shall conform to said statutory requirements instead of to the requirements of subsections (B)(1) or (B)(2) of this section. In addition, a record of such sole source procurements shall be maintained as a public record and shall list each vendor's name, local address and principal place of business, the amount and type of each contract, the item(s) procured under each contract, and the identification number of the procurement, if any.

C. Emergency Purchases. Notwithstanding any other provision of this chapter, the purchasing officer may make or authorize others to make emergency purchases of materials, supplies, equipment, or services when there exists a sudden, unexpected occurrence that poses a clear and imminent danger, requiring immediate action to prevent or mitigate the loss or impairment of life, health, property, or essential public services. Emergency purchases shall be made with such competition as is practicable under the circumstances. A written determination of the basis for the emergency and the selection of the particular contractor shall be included in the contract file. Emergency procurements exceeding $10,000 shall require approval of the chief administrative officer or finance director. In the absence or unavailability of the chief administrative officer or finance director, any department head shall have like authority.

Within five business days after such emergency purchase, a record of each emergency procurement shall be made setting forth the vendor's name, the amount and type of the contract, the terms of the contract, and the identification number of the purchasing file. Expenditures made during a locally declared emergency or in an emergency situation must be reported to the city council at the next regular city council meeting if approval for such expenditures would otherwise have been subject to the approval of the city council.

D. Cooperative Purchasing. The purchasing officer may arrange for the city to purchase materials, supplies, equipment, vehicles, or services from a vendor who was awarded a contract by another local, county, state, federal, or other public entity, school district, or the League of California Cities, provided that:

1. The entity or organization's agreement with the vendor is the result of competitive bidding or negotiation and is made in compliance with the competitive bid or proposal requirements of the participating entity or organization; and
City of Bell, CA
§ 3.12.080 § 3.12.080
Downloaded from https://ecode360.com/BE4903 on 2026-05-01

2. The purchase conforms to the city's specifications for the item; and

3. The price established by the prior bid or negotiation is not more than one year old for supplies and services; and

4. The price established by the prior bid or negotiation is not more than two years for vehicles and equipment; and

5. The estimated price of the purchase is lower than that estimated for the purchase if made directly by the city pursuant to this chapter.

Such cooperative purchasing may include, but is not limited to, joint or multi-party contracts between public agencies and public agency contracts negotiated to be available to other public agencies.

E. Standardization. When supplies, materials, equipment, or services have been uniformly adopted or otherwise standardized, or when an item is designated to match others in use by the city, the purchase is not subject to this chapter.

Justifications for standardization shall be recorded and maintained as a public record.

F. Competitive Proposals. When the purchasing officer determines that conditions are inappropriate for the use of competitive bidding or that sealed bidding is infeasible or contrary to the best interests of the city, a contract may be entered by use of the competitive proposal method. The facts supporting such a determination shall be recorded and maintained as a public record.

1. Request for Proposals. The purchasing officer shall issue or approve a request for proposals describing the services or product to be procured, the format which proposals shall follow, the elements proposals shall contain, other appropriate requirements, and a statement of the time and place for the receipt and opening of sealed proposals. The request for proposals shall identify all significant evaluation criteria and the procedures to be used for evaluation and selection for negotiation and/or contract award.

2. Notice of Solicitation. Notice of a request for proposals shall be published at least 10 calendar days prior to the date of proposal opening on the city website.

The notice shall include a general description of the item or service required and the place, date, and time of proposed opening. The purchasing officer or department director may give such other notice as he or she deems appropriate.

3. Proposal Opening. Proposals shall be opened publicly by the purchasing officer or designee in the presence of one or more witnesses at the time and place specified in the request for proposals. The name of the offeror and such other information as the purchasing officer deems appropriate shall be announced and recorded. If no proposals are received, procurement may proceed without further compliance with competitive proposal requirements.

4. Proposal Evaluation. The city may, at any time, waive or modify any element of the request for proposals and/or any evaluation criterion. If so stated in the City of Bell, CA
§ 3.12.080 § 3.12.080
Downloaded from https://ecode360.com/BE4903 on 2026-05-01

request for proposals, selection may be made, without negotiation, solely on the written submittals. If negotiation is elected, the city may negotiate with one or all offerors that the purchasing officer determines have a reasonable chance of selection, based on price and other factors stated in the solicitation.

5. Professional and Personal Services Procurement. The procurement of the professional services of any architect, landscape architect, engineer, artist, environmental consultant, land surveyor, construction project manager, accountant, appraiser, financial advisor, attorney, or other provider of professional services involving a high degree of technical or individual skill shall be based on demonstrated competence, the professional qualifications necessary for satisfactory performance of the required services, and a fair and reasonable price, after notice to a number of potential offerors adequate to permit reasonable competition consistent with the nature and requirements of the procurement. Offerors shall provide evidence that the person or firm carrying out contract responsibilities possesses the expertise and experience to perform the requisite professional services. The contract file shall contain a written summary of the basis on which notice to potential offerors was given and on which the award was made. Professional services contracts, except as authorized below, shall be awarded in accordance with Section 3.12.060 of this chapter. Professional service contracts of less than $25,000 may be awarded in accordance with Section 3.12.080(A) of this chapter by purchase order, and without competition, on the written recommendation of the department or division head. Professional services contracts for the preparation of environmental reports or special studies regarding private projects, when the project applicant has deposited the full amount of the contract, may be awarded by the city engineer or the community development director.

G. Notice of Award. With respect to contracts awarded under this section, no notice of intent to award shall be required to bidders as provided for contracts awarded pursuant to Section 3.12.060 and the procurement protest procedures under Section

3.12.140 shall not apply.

H. Other Purchases. The provisions of this chapter do not apply to purchases of the following items, so long as funds have been properly appropriated therefor:

1. Materials, supplies, equipment or services from public or private nonprofit California corporations operating workshops serving the handicapped;

2. Books, periodicals, records, tapes, and similar materials used at the public library;

3. Software and other intellectual property with a unique or special purpose, as documented in writing by the purchasing officer;

4. Items and services acquired with federal or state loan or grant funds when the terms and conditions of the loan or grant conflict with this code; City of Bell, CA
§ 3.12.080 § 3.12.080
Downloaded from https://ecode360.com/BE4903 on 2026-05-01

(Ord. 1192 § 1, 2013; Ord. 1243 § 2, 2019)
§ 3.12.090. Multi-year contracts.

Unless otherwise limited by the city's Charter, this code or applicable state or federal law, the term of a contract shall be as set forth in the contract, and may include extensions as authorized in the contract. The chief administrative officer may approve a multi-year contract for a term not exceeding three years, including any options to renew or extend; provided, the annual value of the multi-year contract as extended does not exceed $15,000. Otherwise, multi-year contracts shall require the approval of the city council.
(Ord. 1192 § 1, 2013)
§ 3.12.100. Awards of contracts to local businesses.
(Ord. 1192 § 1, 2013)

5. Insurance, insurance adjusting, legal, and related services. If a new appropriation therefor is required or an existing appropriation is insufficient, the chief administrative officer or finance director is authorized to bind coverage or otherwise provide for such services until the required appropriation has been approved;

6. Vendor servicing agreements where the equipment has been purchased competitively.

A. In the bidding of, or letting for procurement of, supplies, materials, and equipment, as provided in this chapter, the city council or the purchasing officer may give a preference to a local business in making such purchase or awarding such contract in an amount not to exceed five percent of the local business' total bid price, or $15,000, whichever amount is lower. Total bid price shall include only the base bid price but also adjustments to that base bid price resulting from alternates requested in the solicitation. In order for a local business to be eligible to claim the preference, the business must request the preference in the solicitation response, provide a copy of its current business license, and meet one of the following criteria:

1. The difference between bids from the local business and a business outside the city is less than the current sales tax benefit the city would receive from the local sales tax; or

2. Any other reason which would reasonably justify selection of a local business based upon criteria which do not illegally discriminate against outside businesses.

B. "Local business" means a business that is located within the City of Bell and meets both of the following criteria: (1) The business has a current City of Bell business tax certificate; and (2) the local sales tax generated by the business is allocated to the City of Bell.

City of Bell, CA
§ 3.12.080 § 3.12.110
Downloaded from https://ecode360.com/BE4903 on 2026-05-01

§ 3.12.110. Employee interest prohibited.

No employee, member of the city council, nor any appointed member of a city commission, board or committee, shall be financially interested, directly or indirectly, in any purchase order or contract for furnishing equipment, goods, supplies or services within the purview of this code. Any purchase order or contract affecting the financial interest of a former city employee, former member of the city council, or any former appointed member of a city commission, board or committee, shall be awarded solely by the city council at a public meeting and may not be awarded during a period which is five years after the end of that person's term of service to the city. (Ord. 1192 § 1, 2013)
§ 3.12.120. Waiver of bids.

When competitive bidding is impossible, impractical, undesirable, or unlikely to produce an advantage or other useful result, the city may waive the competitive bidding requirements in this chapter and may authorize a negotiated contract. Waiver shall be authorized by the city council or the appropriate awarding authority specified in Section

3.12.030 after their review of written justification for the waiver provided by the director of the department initiating the procurement.
(Ord. 1192 § 1, 2013)
§ 3.12.130. Contracts for public works projects.

A. Compliance With Public Contract Code. Contracts for public works projects, as defined in Public Contract Code Sections 1101 and 20161, shall be let in compliance with the California Public Contract Code, including, without limitation, Public Contract Code Section 20160 et seq.

B. Change Orders.

1. Any alteration to, amendment of, or deviation from an awarded contract as to scope, cost, time for completion, material, or equipment furnished as a part of the contract, or any alteration to, amendment of, or deviation from the nature of work to be performed, shall require the completion and issuance of a change order or execution of a contract amendment.

Additions to work cannot be combined with deletions to work to avoid the change order requirement.

2. The change order is approved by the awarding authority (the entity originally approving the contract) within their original approving authority or that contained within the contract itself, such that the original contract and change order do not exceed the officer's aggregate purchasing authority, or authority under the contract. All other change orders shall be approved by the city council or the person, if any, designated in a contract approved by the city council. No change order shall be binding on the city until approved as provided in this code.

City of Bell, CA
§ 3.12.110 § 3.12.130
Downloaded from https://ecode360.com/BE4903 on 2026-05-01

3. Change orders shall not be issued unless:
a. The change order arises in good faith out of an unknown condition or unforeseen circumstance differing materially from the conditions of the contract; or the change order arises due to an error, as determined by the city, in the city's specifications that accompanied the bid solicitation; or the city desires to make a material substitution or addition to the project based on new information obtained during the construction phase of the project; and
b. The change order does not change the purpose of the contract and is reasonably related to the scope of work authorized under the original contract; and
c. The change order is in writing; and
d. The change order is signed by the contractor and all the designated representatives of city (contract officer, project manager, architect (if any), or other representatives).

C. Design-Build Contracts for Capital Improvements.

1. Purpose and Intent. The purpose of this section is to provide definitions and guidelines for the award, use and evaluation of design-build contracts.

2. Definitions. All defined terms in this section appear in italics. For the purposes of this section, the following definitions apply:
"Design-build" means a public works contract procurement method in which both the design and construction of a project are procured from a single entity. Design-build also includes projects where in addition to design and construction, other functions may be added including, but not limited to, construction management, inspection, soils/materials testing financing, operating and/or maintenance.
"Design-build entity" means a partnership, corporation, or other legal entity that is able to provide appropriately licensed contracting, architectural and engineering services as needed.
"Design-build entity" member includes any person who provides licensed contracting, architectural, or engineering services on behalf of the design-build entity.

3. Design-Build Procurement—Request for Proposals, Bid Invitation and Performance Specifications. For purposes of this subsection C only, prior to procuring a design-build public works contract, the city shall prepare a request for a proposal setting forth the scope of the project that may include, but is not limited to, size, type and desired design character of the project and site, and performance specifications. The performance specifications shall describe the quality of construction materials, assemblies and other information deemed necessary to adequately describe the city's needs. The performance City of Bell, CA
§ 3.12.130 § 3.12.130
Downloaded from https://ecode360.com/BE4903 on 2026-05-01

specifications shall be prepared by a design professional designated by the city.

4. Notice Inviting Bids. The notice inviting bids shall set a date for the opening of bids and distinctly state the nature and scope of the project to be constructed. At least 10 days before the date of opening the bids, the notice inviting bids shall be posted on the city's website and in at least one public place in the city that has been designated for the posting of public notices.

5. Selection Committee. The city manager shall appoint a selection committee to review and to rank the proposals of the design-build entities. The selection committee shall use the evaluation criteria set forth in subsection (C)(6) and in the request for proposal. The selection committee shall be comprised of one representative from each of the following departments: city engineer's office, finance department, community development department, and the department that is responsible for the project. In addition, the city council may nominate and by majority vote, may appoint a member of city council to serve on the selection committee for the term specified by the council.

6. Selection Method. A design-build competition based on performance, specifications and criteria set forth by the city in the request for proposals. a. Criteria used may include, but not be limited to:
i. An evaluation of overall quality, capability, resource availability and financial stability of the firm.
ii. An evaluation of references provided with respect to responsiveness, quality of work, timeliness and overall performance.
iii. An evaluation of the firm and/or project manager's ability and experience in providing the service offered, including: experience with local government, scope of services covered, length of time involved, level of client satisfaction, cost/benefits relationship and relative success.
iv. An evaluation of the experience, training and qualifications of the personnel the firm will be committing for assignments on the proposed project.
v. Consideration of items such as proposed design approach, initial and/or life-cycle costs, project features, financing, quality, capacity, schedule, and operational and functional performance of the facility.

However, any criteria and methods used to evaluate proposals shall be limited to those contained in the request for design-build proposals.
vi. The extent to which the firm's proposal meets the technical criteria and methodology requested.

City of Bell, CA
§ 3.12.130 § 3.12.130
Downloaded from https://ecode360.com/BE4903 on 2026-05-01

vii. Analysis of the cost relative to the firm's ability to meet the specifications and criteria set forth in this subsection (C)(6)(a) and in the request for proposal.
viii. Whether the cost as provided in the bid is guaranteed firm, evidenced in writing and signature by an authorized representative of the firm.
b. Any architectural firms, engineering firms, specialty consultants or individuals retained by the city to assist in the development of criteria or preparation of the request for proposals shall not be eligible to participate in the competition with any design-build entity.
c. Depending on the number of proposals received by the city, the selection committee may develop a "short-list" of the top ranked design-build proposals.
d. Depending on the number of proposals and/or complexity of the project, the selection committee may require the "short-listed" design-build entities to complete an interview/presentation to the selection committee to establish a final ranking.
e. The selection committee will then begin negotiations with the top ranked design-build entity. The negotiations may include, but are not limited to, project cost, scope, and schedule. If negotiations are not successful, negotiations will cease with the top ranked design-build entity, and negotiations may begin with the second ranked design-build entity. f. Award shall be made to the design-build entity whose proposal is judged as one that best serves the interests of the city by meeting the criteria set forth in this subsection (C)(6)(a) and in meeting the requirements established in the request for proposal.

7. Right to Reject Any and All Bids. Nothing in this subsection C shall require the city to accept any bid and the city hereby reserves the right to reject any and all bids. Further, nothing in this subsection C shall require the city to award any design-build contract to the lowest responsible bidder.

8. Subcontractor Listing. The city recognizes that the design-build entity is charged with performing both design and construction. Because a design-build contract may be awarded prior to the completion of the design, it is often impractical for the design-build entity to list all subcontractors at the time of the award.
a. It is the intent of the city to establish a clear process for the selection and award of subcontracts entered into pursuant to this section in a manner that affords protection for subcontractors while enabling design-build projects to be administered in an efficient fashion.
b. All of the following requirements shall apply to subcontractors, licensed City of Bell, CA
§ 3.12.130 § 3.12.130
Downloaded from https://ecode360.com/BE4903 on 2026-05-01

(Ord. 1192 § 1, 2013; Ord. 1200 § 1, 2014)
§ 3.12.140. Procurement protest procedures.

Procurements for public works projects, materials, supplies, goods and services shall be protested in accordance with this section. Protests not complying with the provisions of this section shall not be reviewed.
by the state, that are employed on design-build projects undertaken pursuant to this section.
i. The design-build entity in each design-build proposal shall specify the construction trades or types of subcontractors that may be named as members of the design-build entity at the time of the award. In selecting the trades that may be identified as members of the designbuild entity, the design-build entity shall identify the trades deemed essential in the consideration of the project.
ii. Subcontracts not listed at time of award shall be performed or awarded by the design-build entity in accordance with a bidding process set forth in the respective request for proposals or bid invitation. The design-build entity shall furnish to the city documentation to verify that all subcontracts not listed at the time of award were subsequently awarded in accordance with the respective request for proposal or bid invitation. All subcontractors that are listed at the time of award, or subsequently in accordance with the respective request for proposal or bid invitation shall be afforded the protection of Section 4107 of the California Public Contract Code.

A. Definitions. For the purposes of this section:
"Bid" includes "offer" and "proposal" in the context of formal, informal, or negotiated procurements.
"Days" mean business days unless otherwise indicated.
"Filing date" or "submission date" means the final date for receipt by the city clerk or the purchasing officer of the City of Bell.
"Interested party" means an actual bidder or offeror.
"Procurement staff' means the finance director, designated purchasing officer, city engineer, community development director or other department director initiating the procurement being requested, or the designees of any of these persons. "Reviewing officer" means the chief administrative officer or designee. "Mail" means any delivery service such as US mail, UPS or FEDEX.

B. Grounds for Protest. Any interested party may file a written protest on any of the following grounds:

1. The existence of a substantial defect, error or omission in the solicitation documents issued by the city;
City of Bell, CA
§ 3.12.130 § 3.12.140
Downloaded from https://ecode360.com/BE4903 on 2026-05-01

2. Failure of the city to follow the procedures of this chapter;

3. Failure of the city to apply correctly the standards of review, evaluation, or scoring of a bid or proposal as specified in the solicitation documents therefor;

4. Award of the contract by the city to a bidder other than on the basis stated in the solicitation documents; or

5. Such other grounds as would state a cause of action at law or in equity.

C. Disallowed Protest Grounds. Protests based on the following grounds shall not be considered:

1. An evaluator's professional judgment on the quality of a response; or

2. The proposer's assessment of the agency's needs or requirements; or

3. Any grounds other than those listed in subsection B of this section.

D. Protest Filing and Delivery. Pursuant to Section 3.12.060(F), a notice of intent to award shall be issued prior to the award of contracts awarded in accordance with Section 3.12.060. Protests made in accordance with said section shall be processed in accordance herewith. Protestors shall bear all costs of the protest other than salary and personnel costs of city employees. Protests shall be in writing and hand delivered or sent by certified U.S. mail, return receipt requested.

1. To the purchasing officer (for protests of purchases of materials, supplies, equipment, and services); or

2. To the city clerk (for protests related to public works projects).

E. Protest/Appeal Contents. Protest documents shall:

1. Include the name, address, business telephone, email, and fax number of the protestor;

2. Identify the procurement or project under protest by name, solicitation number, and submission date;

3. Contain a concise statement of the grounds for protest and the facts supporting such grounds, including all supporting documentation (documentation submitted after filing will not be reviewed); and

4. State the form of relief requested.

F. Pre-Opening Protest Period—Solicitation Documents. Interested parties wishing to protest city solicitation documents must do so before the final date to accept bids and within five business days after the date the solicitation documents are issued or amended.

G. Post-Opening Protest Period. In cases of protests involving aspects of city procurement other than solicitation documents, interested parties shall make such City of Bell, CA
§ 3.12.140 § 3.12.140
Downloaded from https://ecode360.com/BE4903 on 2026-05-01

(Ord. 1192 § 1, 2013)
§ 3.12.150. Disposition of surplus property.
protest within five business days after the notice of intent to award is mailed or otherwise transmitted.

H. Protest Process.

1. Upon receipt of a timely protest, procurement staff shall review all the submitted materials and create and retain a written record of their review. Not later than 10 days after receipt of the protest, procurement staff shall respond in writing to the protest and to each material issue raised in the protest.

2. In the event of a timely protest, procurement staff shall not proceed with the solicitation or award of the contract until all administrative remedies have been exhausted unless the chief administrative officer determines that the award of a contract without delay is necessary to protect substantial interests of the city.

3. Procurement staff may elect, but are not obligated, to attempt to resolve the protest with the affected parties. "Resolution" means the formal withdrawal of a protest by the protestor, or written acknowledgement of protest resolution signed by the city and the protestor.

4. If procurement staff attempts resolution, protestors shall be notified in writing of the date on which their matters shall be considered and shall be afforded an opportunity to present evidence for consideration to the city and such technical or other staff as the city deems necessary.

5. Procurement staff shall make a formal decision ("protest determination") to deny or uphold the protest and shall notify the protestor of that decision by mail, email or fax. The decision notification shall include a statement that the protestor has the right to appeal the protest determination to the city council within three business days of the decision notification.

6. The award of contract shall be deferred until completion of the protest procedure provided that if award of the contract is by the city council, the protest determination may be made by the city council concurrent with the decision to award the contract. The protestor shall be given at least five days written notice of the date of the city council meeting to consider the award and the right to appear and be heard, but no further appeal rights.

A. All city departments shall submit to the purchasing officer, at such times and in such form as the purchasing officer shall prescribe, reports showing all supplies and equipment which are no longer needed or which have become obsolete or worn out (herein as "surplus property").

B. The purchasing officer shall have the authority to dispose of surplus property by competitive bidding or public auction. Surplus property shall be sold to the highest bidder responding to a request for sealed bids or at a public auction.

City of Bell, CA
§ 3.12.140 § 3.12.150
Downloaded from https://ecode360.com/BE4903 on 2026-05-01

C. If the purchasing officer elects to dispose of surplus property by competitive bidding, the following procedures shall be used:

1. Surplus property shall be sold to the highest bidder submitting a sealed bid in response to a notice of sale by sealed bid.

2. The purchasing officer shall cause to be published at least three days before the sale, in a locally adjudicated newspaper, a notice setting forth a general description of the surplus property to be sold; and the date, time and location for submittal of sealed bids, which date shall not be less than five calendar days following the last date of publication of the notice; the location where the property may be inspected; any special terms or conditions of sale; and the place, date and time when the bids will be opened and tabulated.

3. The purchasing officer shall accept the highest bid or may reject all bids, and at a later date hold another public sale by competitive bidding.

D. If the purchasing officer elects to dispose of surplus property by auction, the following procedures shall be used:

1. Surplus property shall be sold to the highest bidder at a public auction conducted by a licensed auctioneer or through participation in a cooperative auction of government agencies.

2. The purchasing officer shall cause to be published at least three days before the sale, in a locally adjudicated newspaper, a notice setting forth a general description of the surplus personal property to be sold, and the date, time and location of the auction. If the auction is part of a cooperative auction, the notice given by or on behalf of the agency coordinating the auction will satisfy the requirements of this subdivision and no additional notice is required.

3. The surplus property shall be sold to the highest bidder, provided the bid exceeds the minimum bid price, if any.

4. All surplus property shall be sold "as-is" without warranty express or implied.

5. The purchasing officer may contract with a professional auctioneer and allow a flat fee, hourly fee or percentage of the amount of the sale to be paid based upon that which is common and customary method and rate for such auctioneering services.

E. The purchasing officer, when in his or her judgment the competitive bid or auction of surplus property is infeasible or will result in minimal return to the city, may recommend to the city council that such surplus property be donated to any other governmental organization, nonprofit group or corporation exempt from federal taxes pursuant to Internal Revenue Code Section 501(c)(3) located within or serving the City of Bell. Surplus property shall only be donated upon approval of the city council.

F. If no bids are received in response to a notice of sale by sealed bid or at auction, the City of Bell, CA
§ 3.12.150 § 3.12.150
Downloaded from https://ecode360.com/BE4903 on 2026-05-01

(Ord. 1192 § 1, 2013)
§ 3.12.160. Federal awards.

To the extent there are federal requirements in the selection, award, or administration of a purchase or a contract supported by an award of federal funds to the city, the purchasing officer and all city departments shall comply with the city's adopted general procurement standards for federal award programs policy or any other specific requirements associated with the award of federal funds. (Ord. 1237 § 2, 2018)
purchasing officer may dispose of the surplus property pursuant to Section 3.12.150 of this chapter.

G. The purchasing officer shall keep a written record of surplus property sold or donated pursuant to this chapter. If the property was sold, the record shall include the price or other consideration paid and the identity of the purchaser. If the property was donated, the record shall include the identity of the donee.

H. Unless otherwise provided, all proceeds from sale or auction of surplus property will be deposited into the city's general fund. Proceeds from sale of enterprise, federal, grantor other special designation property will be reimbursed, less prorated selling expenses to the appropriate fund, after completion of each sale.

City of Bell, CA
§ 3.12.150 § 3.12.160
Downloaded from https://ecode360.com/BE4903 on 2026-05-01

April 29, 2026
WCC Technologies Group
5535 Daniels Street
Chino, California 91710
United States
[email protected]
Ref: WCC Technologies Group as Verkada Authorized Reseller / OMNIA #R250206 To Whom It May Concern,
This letter is to serve as proof that WCC Technologies Group is an Authorized Reseller for Verkada’s hardware, software and services under the OMNIA Contract #R250206. My contact information is provided below.

Sincerely,
Micah Deriso
Head of Global Channel
Verkada Inc.
406 E. 3rd Ave
San Mateo, CA 94401
[email protected]

your backbone for IT
Project Name
City of Bell – Verkada Cameras
Attn: Art Jimenez
OMNIA # R250206
Martin Phan
Technology Consultant
[email protected]
408.367.9452

City of Bell – Verkada Cameras California Contractor # 819788 WCC Technologies Group | your backbone for IT | wcctechgroup.com | (909) 364-9906 Page 2

SCOPE OF WORK
Date: April 30, 2026
Quote: 25-0289
Provide labor and material to install Verkada cameras within customers City of Bell facility.

Verkada Cameras:

Provide labor and materials to install (4) Verkada cameras to customer specified locations.
• Install (3) Verkada CF81, 365-day retention fisheye cameras at customer specified locations.
• Install (1) Verkada CD43, 365-day retention dome camera at customer specified location.
o Install all necessary accessories/mounts for each of the (4) cameras. o Install (1ea) category 6 network cable to each of the (4) cameras. o WCC to adjust field of view with customer.
• Provide (1ea) Verkada 6-year camera license for each of the (4) cameras.

City of Bell – Verkada Cameras California Contractor # 819788 WCC Technologies Group | your backbone for IT | wcctechgroup.com | (909) 364-9906 Page 3 Our Background and Company Story
WCC Technologies Group
WCC Technologies Group is a full-service technology integrator specializing in network infrastructure, physical security, collaboration systems, and IT solutions. Founded in 2003, we’ve built our reputation on delivering clean, reliable technology tailored to each client’s environment, budget, and timeline.

Headquartered in Southern California, we serve school districts, public agencies, and enterprise organizations that require dependable execution and responsive support. Our team holds active C7 (Low Voltage), C10 (Electrical), and C28 (Lock & Security Equipment) contractor licenses, enabling us to deliver fully integrated solutions with inhouse expertise across critical systems.

From structured cabling and wireless networks to surveillance, access control, and firerated backbone infrastructure, WCC Technologies Group manages every project with precision, safety, and long-term value in mind.

We recently changed our name from West Coast Cable to WCC Technologies Group to reflect our growth beyond cabling into complete end-to-end technology services.

While our name has evolved, our commitment to reliability, accountability, and client partnership remains unchanged.

What Sets Us Apart
• Turnkey technology solutions from cabling to IT systems • 20+ years of experience across education, enterprise, and government • Licensed C7, C10, and C28 contractor for complete in-house execution • Clean, professional installations built for long-term performance • Responsive, communicative project management
• Ongoing investment in people, training, and innovation At WCC Technologies Group, we combine technical expertise with a strong service culture. We’re building the go-to partner for organizations that value quality, consistency, and forward-thinking technology integration.