Agenda packet, second session — Brentwood City Council, February 11, 2025 (part 1 of 3)

CITY COUNCIL/SUCCESSOR AGENCY AGENDA
Zoom Webinar ID: 760 1397 0037

February 11, 2025, 7:00 p.m.

City Council Chambers
150 City Park Way
Brentwood, CA 94513
City Council Zoom Link
A. CALL TO ORDER & ROLL CALL
B. PLEDGE OF ALLEGIANCE
C. PUBLIC COMMENTS
Pursuant to Council/Administrative Policy, Meeting Rules and Procedures section 5.2 (Decorum Generally – Public), comments by members of the public are generally limited to five minutes, or less time if a large number of speakers is anticipated, or if approved by the Mayor. Speakers desiring answers to questions should direct them to the Council/Successor Agency and, if relevant, they may direct them to the appropriate staff member. Speakers can also follow up directly with staff during regular City business hours.

Please file a speaker’s card with the City Clerk on the form provided on the counter at the back of the Chambers.

During this portion of the meeting those present in the Council Chambers are permitted to speak on items that are listed under Presentations; Informational Reports; Consent Calendar; Requests for Future Agenda Items- New Items; or items not on the agenda during this portion of the meeting. Public comments for scheduled agenda items should wait until that time.

Zoom participation during this general public comment period will not be accepted.

D. PRESENTATIONS
D.1 John Marsh House Trust Presentation
E. INFORMATIONAL REPORTS FROM COUNCIL MEMBERS, COMMITTEES, LIAISONS, AND STAFF This portion of the agenda is to provide an opportunity for Council Members to report on attendance at events, subcommittee meetings, and entities on which the Council Member has been appointed as a liaison and for staff to provide brief updates and/or information to the City Council.

F. CONSENT CALENDAR
All matters listed on the consent calendar are considered routine in nature and will be enacted by one motion. If discussion is required, that particular item will be removed from the consent calendar and will be considered separately.

Title/Recommendation
The Council, by motion, moved to adopt the Consent Calendar as recommended by staff with the exception of item
F.1 Meeting Minutes of the City Council
Special City Council Meeting of January 28, 2025
City Council/Successor Agency Meeting of January 28, 2025 Special City Council Meeting of February 4, 2025
F.2 Proclamation recognizing February 9 - 15, 2025, as National Future Business Leaders of America Week
F.3 Accept Trailview Park for the Parkside Villas subdivision in the Richmond American Homes development
Title/Recommendation
Adopted Resolution No. ___ accepting the park on Parcel ‘A’ (Trailview Park) in the Richmond American Homes development, Subdivision 8982 (1998 Helena Way) for maintenance by the City and requested that the City Clerk file this Resolution with the Recorder of Contra Costa County.

F.4 Authorize the City Manager or designee to execute an agreement with Flock Group, Inc. in the amount of $240,000 over a two-year term; and amend the FY 2024/25 and 2025/26 Operating Budgets
Title/Recommendation
Adopted Resolution No. ___ approving and authorizing the City Manager or designee to execute an agreement and necessary documents with Flock Group, Inc. in the amount of $218,550, plus an additional $21,450 for contingencies, for a total not to exceed amount of $240,000 over a two-year term for the purchase of hardware and software for Automatic License Plate Readers (ALPR) and surveillance cameras; and amending the FY 2024/25 General Fund Operating Budget in the amount of $120,000 and the FY 2025/26 General Fund Operating Budget in the amount of $103,500.

F.5 A Resolution approving and authorizing the City Manager or designee to execute an Agreement for Design Services with CSG Consultants, Inc. in the amount of $110,000 for the O’Hara Ave and Lone Tree Way Water Upgrade Project, CIP Project No. 562-56410 Title/Recommendation
Adopted Resolution No. ___ approving and authorizing the City Manager or designee to execute an Agreement for Design Services with CSG Consultants, Inc. in the amount of $110,000 for the O’Hara Ave and Lone Tree Way Water Upgrade Project, CIP Project No. 562-56410 (“Project”).

F.6 Authorize the City Manager to execute a Turnkey Design and Construction Agreement with Schneider Electric Buildings Americas, Inc. for the Fleet Electrification Project, CIP Project No. 337-37265 in the amount of $178,000
Title/Recommendation
Adopted Resolution No. ___ approving and authorizing the City Manager or designee to execute a Turnkey Design And Construction Energy Services Agreement (“Agreement”) with Schneider Electric Buildings America, Inc. (“Schneider Electric”) for professional design and construction services with an initial authorization in the amount not to exceed $178,000 for Project Scoping, Grant Finalization, and Design for the Fleet Electrification Project, CIP Project No. 337-37265 (“Project”).

G. PUBLIC HEARINGS
Persons addressing the City Council using Zoom are asked to raise their hands using the Zoom feature. Those attending in person and wishing to address the Council may do so from the podium. The Council may adopt reasonable regulations at the onset of the public hearing to facilitate public testimony. These regulations may include time limits. In the absence of such regulations, the public hearing shall follow the protocol for Public Comments.

Page 2 of 276 ends

G.1 A zoning text amendment (RZ 24-009) to various sections of the Brentwood Municipal Code, including amending Section 17.030.030 (Definitions), repealing Section 17.100.005 (ADUs), adding Chapter 17.715 (ADUs and Junior ADUs)
Title/Recommendation
Adopt an ordinance approving a zoning text amendment (RZ 24-009) to various sections of the Brentwood Municipal Code for Accessory Dwelling Units (ADUs) and Junior Accessory Dwelling Units (JADUs), in compliance with State planning law.

Adoption of the ordinance, which would modify the City’s existing regulatory requirements to be consistent with Article 2, Chapter 13, Division 1, Title 7 of the California Government Code and Article 3 Chapter 13 Division 1 Title 7 of the California Government Code, is exempt from the California Environmental Quality Act (CEQA), pursuant to Section 21080.17 of the Public Resources Code and Section 15282 of the CEQA Guidelines. In addition, amendments to conform to Section 65852.27 of the California Government Code are exempt under the “common sense” exemption, found at CEQA Guidelines Section 15061(b)(3), in that it can be seen with certainty that there is no possibility that adoption of the amendments will have a significant effect on the environment, in that ADUs permitted under the ordinance incorporating these statutory sections will be permitted by state statute regardless of the adoption of the local ordinance.

H. BUSINESS ITEMS
Persons addressing the City Council using Zoom are asked to raise their hands using the Zoom feature. Those attending in person and wishing to address the Council may do so from the podium. The Council may adopt reasonable regulations at the onset of each business item to facilitate public testimony. These regulations may include time limits. In the absence of such regulations, the item shall follow the protocol for Public Comments. Public comment on each of the following items is limited to what is described in the specific agenda item.

H.1 Approve a successor Memorandum of Understanding with the Brentwood Managers and Confidential Employees Association for the period of July 1, 2024 through June 30, 2027 Title/Recommendation
Adopted Resolution No. ___ 1) Approving and Authorizing the City Manager to execute a successor Memorandum of Understanding (MOU) between the City of Brentwood and the Brentwood Managers and Confidential Employees Association for the period of July 1, 2024 through June 30, 2027; 2) Approving the Pay Schedule in accordance with the California Code of Regulations, Title 2, Section 570.5 and Authorizing the Director of Human Resources/Risk Manager to make ministerial revisions to the Pay Schedule to reflect the changes; and 3) Adopting Appropriations Amendments to the 2024/25 – 2025/26 Operating Budget.

H.2 Approve and Authorize the City Manager to Implement the Compensation Summary between the City of Brentwood and the Unrepresented Executive and Senior Management Employees for the period of July 1, 2024 through June 30, 2027 Title/Recommendation
Adopted Resolution No. ___ 1) Approving and Authorizing the City Manager to Executive the Compensation Summary between the City of Brentwood and the Unrepresented Executive and Senior Management Employees for the period of July 1, 2024 through June 30, 2024; 2) Approving the Pay Schedule in accordance with the California Code of Regulations, Title 2, Section 570.5 and Authorizing the Director of Human Resources to make ministerial revisions to the Pay Schedule to reflect the changes; and 3) Adopting Appropriations Amendments to the 2024/25 – 2025/26 Operating Budget.

H.3 Declare City Owned Real Property located at 3900 Sellers Avenue as Surplus Title/Recommendation
Adopted Resolution No. ___ 1) Declaring City owned real property located at 3900 Sellers Avenue, APN 015-010-065, as Surplus; 2) Authorizing the City Manager or designee to provide notification to required parties under State Surplus Land Act; and 3) Authorizing the City Manager or designee to offer the property for sale.

Page 3 of 276 ends

I. REQUEST FOR FUTURE AGENDA ITEMS - NEW REQUEST(S)
Council Members wishing to have an agenda item placed on a future agenda shall make a request under this section of the agenda. These items will be included on the agenda for the next Council meeting
J. REQUESTED FUTURE AGENDA ITEM(S)
J.1 Consider a request from Council Member Mendoza requesting information and alternative options regarding AB 413, the traffic safety daylighting law Title/Recommendation
The City Council, by motion, directed staff to spend time and resources to provide information regarding the traffic safety California Daylighting Law, AB 413, including potential alternative options.

K. ADJOURNMENT
Any disclosable public records related to an agenda item for the open session of this meeting distributed to all or a majority of the City Council less than 72 hours before this meeting is available for inspection at City Hall, located at 150 City Park Way, during normal business hours.

These writings will also be available for review at the City Council meeting in the public access binder in the entrance of the City Council Chambers.

Public comments received after 3:00 p.m. of the meeting date, but prior to the start of the meeting, will be emailed to the City Council, posted online at www.brentwoodca.gov/councilmeetingonline within one day following the meeting, and will be summarized in the meeting minutes.

The Closed Captioning provided via Zoom is auto generated. It is not the official record and is provided as a convenience.

If you challenge the any of the matters listed under 'Public Hearings' in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice, or in written correspondence delivered to the Brentwood City Council at, or prior to, the public hearing
NOTICE
In compliance with the Americans with Disabilities Act, the meeting room is wheelchair accessible and disabled parking is available at the City Hall parking lot. If you are a person with a disability and you need disability-related modifications or accommodations to participate in this meeting, please contact the City Clerk's Office at (925) 516-5440 or fax (925) 516-5441. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting. {28 CFR 35.102-35, 104 ADA Title II}

POSTING STATEMENT
On February 6, 2025, a true and correct copy of this agenda was posted on the City Hall Bulletin Board, outside City Hall, 150 City Park Way, Brentwood, CA 94513 and at our website www.brentwoodca.gov
A complete packet of information is available for public review at City Hall or on our website at www.brentwoodca.gov
Title/Recommendation
The Council, by motion, adjourned the meeting at ___.

Page 4 of 276 ends

1 SPECIAL CITY COUNCIL MINUTES
January 28, 2025, 5:30 p.m.

A. CALL TO ORDER & ROLL CALL
Mayor Meyer called the meeting to order at 5:32 p.m.

Roll Call found the following members present: Maloney, Pierson, Mendoza, Oerlemans, and Mayor Meyer.

B. PLEDGE OF ALLEGIANCE
Mayor Meyer led the Pledge of Allegiance.

C. PUBLIC COMMENTS
Mayor Meyer opened public comments.

Melissa Van Ruiten spoke in support of Kris Brand and Rod Flohr being reinstated to Planning Commission.

Sinziana Todor spoke to Council's responsibility when making appointments to the Planning Commission.

Anita Roberts spoke to being consistent with appointments to the Planning Commission.

Carolina Villaseca spoke in support of reinstating Rod Flohr and Kris Brand to Planning Commission and appointing Jeremy Jones.

There being no additional speakers, Mayor Meyer closed public comments.

D. RECESS TO CLOSED SESSION
City Council recessed at 5:43 p.m. and reconvened in open session at 6:10 p.m.

D.1 CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION Mayor Meyer stated there were no reportable actions from Closed Session.

E. BUSINESS ITEMS
E.1 Interview and consider selection of applicants, and, by motion, make appointments to the Planning Commission
The City Clerk spoke to the appointment process.

Page 5 of 276 ends

2 The City Council interviewed seven applicants: Narayana Krishna, Rod Flohr, Shauna Polk, Brayden Haena, Kristopher Brand, and Jeremy Jones.

Mayor Meyer opened public comments.

Sue Harper submitted an e-mail in support of re-appointing Kris Brand and Rod Flohr to the Planning Commission.

Jeffrey spoke to his work experience as a planner and asked how to improve his chances for an interview next time.

Danny Dohrmann spoke to the Council's selection process.

There being no additional speakers, Mayor Meyer closed public comments.

Moved by: Susannah Meyer, Vice Mayor
The City Council, by motion, appointed Rod Flohr to the Planning Commission for a two-year term that expires on December 31, 2026.

Ayes (3): Jovita Mendoza, Council Member, Susannah Meyer, Vice Mayor, and Faye Maloney, Council Member
Noes (2): Pa'tanisha Pierson, Council Member, and Tony Oerlemans, Council Member
Motion Approved (3 to 2)
Moved by: Susannah Meyer, Vice Mayor
The City Council, by motion, appointed Kristopher Brand to the Planning Commission for a two-year term that expires on December 31, 2026.

Ayes (3): Jovita Mendoza, Council Member, Susannah Meyer, Vice Mayor, and Pa'tanisha Pierson, Council Member
Noes (2): Tony Oerlemans, Council Member, and Faye Maloney, Council Member
Motion Approved (3 to 2)
Moved by: Susannah Meyer, Vice Mayor
The City Council, by motion, appointed Jeremy Jones to the Planning Commission for a two-year term that expires on December 31, 2026.

Ayes (5): Jovita Mendoza, Council Member, Susannah Meyer, Vice Mayor, Pa'tanisha Pierson, Council Member, Tony Oerlemans, Council Member, and Faye Maloney, Council Member
Motion Approved (5 to 0)

Page 6 of 276 ends

3 F. ADJOURNMENT
Moved by: Jovita Mendoza, Council Member
Seconded by: Pa'tanisha Pierson, Council Member
The City Council, by motion, adjourned the meeting at 8:05 p.m.

Ayes (5): Jovita Mendoza, Council Member, Susannah Meyer, Vice Mayor, Pa'tanisha Pierson, Council Member, Tony Oerlemans, Council Member, and Faye Maloney, Council Member
Motion Approved (5 to 0)

Page 7 of 276 ends

1 CITY COUNCIL/SUCCESSOR AGENCY MINUTES
January 28, 2025, 7:00 p.m.

A. CALL TO ORDER & ROLL CALL
Mayor Meyer called the meeting to order at 8:19 p.m.

Roll Call found the following members present; Maloney, Pierson, Mendoza, Oerlemans and Mayor Meyer.

B. PLEDGE OF ALLEGIANCE
Mayor Meyer led the Pledge of Allegiance.

C. PUBLIC COMMENTS
Mayor Meyer opened public comments.

Lou Flores spoke about Marsh Creek.

Michael Clement from the American Legion Post 202 spoke regarding the Veteran's property lot lines and the proposed Fire Station.

Mike Meyokovich spoke regarding Veterans Code, Govt. Code and the proposed Fire Station site.

Travis Martin spoke regarding Veterans Code, Govt. Code 50075.1 and the proposed Fire Station site.

Donald Hester spoke regarding the proposed downtown Fire Station site.

Bud Chaddock spoke about Marsh Creek.

Karen Eaton spoke regarding the Brentwood Turkey Trot and extended thanks to their supporters.

David Boatwright spoke regarding the Veteran's Hall and the proposed Fire Station site and he thanked his fellow Veterans.

Danny Dohrmann spoke regarding Veteran's Hall and the proposed Fire Station.

Sinziana Todor spoke in opposition of the Midnight Basketball League and a downtown tattoo shop and in support of Veterans.

Paul Erchul inquired about the status of the perimeter wall at Summerset I.

Melissa Van Ruiten spoke regarding ICE raids.

There being no additional speakers, Mayor Meyer closed public comments.

Page 8 of 276 ends

2 D. PRESENTATIONS
There were no presentations.

E. INFORMATIONAL REPORTS FROM COUNCIL MEMBERS, COMMITTEES,

LIAISONS, AND STAFF
Council Member Oerlemans attended: a John Marsh Historic Trust Board Meeting; Contra Costa County Winegrower’s Movie Viewing at Delta Theater recognizing their AVA designation; League of California Cities Mayors and Council Members Academy in Sacramento; Brentwood Police Department's Annual Awards Ceremony; Brentwood Dolphin's Swim Club Crab Feed; Sand Creek Road Extension Ribbon Cutting; and Planning Commission interviews.

Council Member Maloney attended: meeting with a resident regarding AB413; East Contra Costa County National Association for the Advancement of Colored People Prayer Breakfast at Martin Luther King Jr. High School in Pittsburg; meeting with advocates regarding the City's tobacco Ordinance; Contra Costa County Winegrower’s Movie Viewing at Delta Theater recognizing their AVA designation; League of California Cities Mayors and Council Members Academy in Sacramento; Brentwood Police Department's Annual Awards Ceremony; Open Forum at Veteran's Hall; and Sand Creek Road Extension Ribbon Cutting.

Vice Mayor Pierson attended: East Contra Costa County National Association for the Advancement of Colored People Prayer Breakfast at Martin Luther King Jr. High School in Pittsburg; Grace Arms of Antioch Day of Celebration for Martin Luther King Jr. Day; Interagency School District Meeting; Brentwood Police Department's Annual Awards Ceremony; Zoom Meeting for California Commission on Aging and Disability; League of California Cities Mayors and Council Members Academy in Sacramento; Sand Creek Road Extension Ribbon Cutting; and a virtual Assembly Session.

Council Member Mendoza attended: Trilogy Vet's Club event; Interagency School District Meeting; Ella McDonald - Contra Costa County Public Defender Meeting; League of all Cities Latino Caucus Board Meeting; Dr. Martin Luther King Jr. Day parade in Pittsburg; League of California Cities Mayors and Council Members Academy in Sacramento; Housing Policy Committee for League of Cities; Brentwood Police Department's Annual Awards Ceremony; Brentwood Dolphin's Swim Club Crab Feed; California Alliance of Local Electeds Meeting for Housing Issues; Open Forum at Veteran's Hall; and Sand Creek Road Extension Ribbon Cutting.

Mayor Meyer attended: Trilogy Vet's Club event; meeting with Supervisor Burgis; meeting with Red Box Solutions Founder, Shauna Phippen; Ella McDonald - Contra Costa County Public Defender Meeting; Dr. Martin Luther King Jr. Day parade in Pittsburg; Contra Costa County Winegrower’s Movie Viewing recognizing their AVA designation, League of California Cities Mayors and Council Members Academy in Sacramento; Brentwood Police Department's Annual Awards Ceremony; Interview with Santa Clara University Management and Entrepreneurship Class; California Alliance of

Page 9 of 276 ends

3 Local Electeds Meeting for Housing Issues; and Sand Creek Road Extension Ribbon Cutting.

F. CONSENT CALENDAR
Vice Mayor Pierson requested that items F.1 and F.2 be removed from the Consent Calendar and considered separately.

Tim Ogden, City Manager, read Ordinance Titles from items F.8 and F.9 into the record.

Moved by: Tony Oerlemans, Council Member
Seconded by: Pa'tanisha Pierson, Vice Mayor
Adopted the Consent Calendar as recommended by staff with the exception of items F.1 and F.2 and including the revised Exhibit A for item F.4.

Ayes (5): Faye Maloney, Council Member, Pa'tanisha Pierson, Vice Mayor, Jovita Mendoza, Council Member, Tony Oerlemans, Council Member, and Susannah Meyer, Mayor
Motion Approved (5 to 0)
F.1 A Proclamation Recognizing February as Black History Month Vice Mayor Pierson gave a reading and presented the Proclamation to Veteran David Boatwright and thanked him for his service.

Moved by: Jovita Mendoza, Council Member
Seconded by: Pa'tanisha Pierson, Vice Mayor
Ayes (5): Faye Maloney, Council Member, Pa'tanisha Pierson, Vice Mayor, Jovita Mendoza, Council Member, Tony Oerlemans, Council Member, and Susannah Meyer, Mayor
Motion Approved (5 to 0)
F.2 A Proclamation Recognizing February as National Cancer Prevention Month
Vice Mayor Pierson recognized JoAnn Klement and presented to her the Proclamation recognizing National Cancer Prevention Month.

Page 10 of 276 ends

4 F.3 A Proclamation Recognizing February as American Heart Month F.4 Authorizing the Execution of Agreements and Necessary Documents, for Ongoing and/or Recurring Purchases with Specified Vendors for Fiscal Year 2024/25
Adopted joint Resolution No. 2005-07 and Resolution No. 2005-02-SA approving and authorizing the City Manager or City Attorney and Executive Director or General Counsel, or designees, as appropriate, to execute certain agreements, amendments, purchase orders and/or change orders that have anticipated spending over $50,000 (City Manager and Executive Director) and $75,000 (City Attorney and General Counsel, limited to legal services and personnel investigative services) for Fiscal Year 2024/25, after approval as to form by the City Attorney or General Counsel.

F.5 Execute a Professional Services Agreement with Maze & Associates as the City’s independent external audit firm for the fiscal years ending June 30, 2025 and June 30, 2026
Adopted Resolution No. 2025-08 approving and authorizing the City Manager or designee to execute a Professional Services Agreement with Maze & Associates as the City’s independent external audit firm for audit services for the fiscal years ending June 30, 2025 through June 30, 2026 in an amount not to exceed $177,245, with an option to execute amendments for audit services for up to three additional fiscal years in an additional amount not to exceed $269,431 upon satisfactory completion of the services. If extensions are executed, the total not to exceed contract amount would be $446,676 over five years.

F.6 Consideration of an Arts Commission recommendation to appoint Maria Denney as the City of Brentwood’s Poet Laureate for a two year term beginning February 3, 2025
Appointed Maria Denney as the City of Brentwood’s Poet Laureate for a two year term beginning on February 3, 2025 and concluding on December 31, 2026.

F.7 Purchase one new replacement street sweeper and one new medium duty F650 dump truck and authorize the City Manager or designee to execute any necessary documents in a total amount not to exceed $515,900; and amend the FY 2024/25 Operating Budget
Adopted Resolution No. 2025-09 approving the purchase of one new replacement Schwarze A9 Monsoon street sweeper for $397,200 from Municipal Maintenance Equipment, Inc. in Sacramento, CA for the Streets Maintenance Division and one new medium duty Ford F650 dump truck for $118,700 from Mission Valley Ford in San Jose, CA, for the Wastewater Division; authorizing the City Manager or designee to execute any necessary documents in an amount not to exceed

Page 11 of 276 ends

5 $515,900; and amending the 2024/25 Vehicle and Equipment Replacement Fund Operating Budget by $61,713.

F.8 An Ordinance amending Title 16 (Subdivisions and Land Development) of the Brentwood Municipal Code, consistent with the provisions of State law (Senate Bills 684 and 1123)
Adopted Ordinance No. 1082 (1) amending Brentwood Municipal Code (BMC) Sections 16.020.030, 16.020.050, and 16.020.060; and (2) adding BMC Chapter 16.190. The Ordinance would update and streamline the City’s existing Subdivision Ordinance to comply with recent State law requiring local jurisdictions to provide a ministerial review process for certain subdivisions and housing developments on multi-family and single-family lots that meet specific eligibility requirements.

Adoption of the Ordinance is not an action subject to the California Environmental Quality Act (CEQA), as it has no potential for resulting in a physical change to the environment (14 Cal. Code. Regs. § 15358). Further, Government Code Sections 65852.28(e),
65913.4.5(b), and 66499.41(i) state that an ordinance adopted by a local agency to implement the streamlined ministerial approval requirements of SB 684 is not considered a project under CEQA.

F.9 Second reading of an amendment to the Brentwood Municipal Code to update Chapter 5.68 (Mobile Vending) and an amendment to Chapter

17.850 (Temporary Use Permits)
Adopted Ordinance 1080 (BMC 5.68) and Ordinance No. 1081 (BMC

17.850), approving the following:

1. An ordinance approving an amendment to Brentwood Municipal Code Chapter 5.68 (Mobile Vending) to establish new mobile vending regulations.

2. An ordinance approving an amendment (Rezone No. 24-005) to Brentwood Municipal Code Chapter 17.850 Temporary Use Permits to add regulations related to Long-Term Mobile Vending Facilities and Commissaries.

These two ordinances and text amendments are exempt from the requirements of the California Environmental Quality Act (“CEQA”) pursuant to State CEQA Guidelines, as they are not a “project” and have no potential to result in a direct or reasonably foreseeable indirect physical change to the environment. 14 Cal. Code Regs. § 15378(a). Further, the Ordinances are exempt from CEQA as there is no possibility that either Ordinance or their implementation would have a significant negative effect on the environment. 14 Cal. Code Regs. § 15061(b)(3).

Page 12 of 276 ends

6 G. PUBLIC HEARINGS
G.1 A zoning text amendment (RZ 24-009) to various sections of the Brentwood Municipal Code, including amending Section 17.030.030, repealing Section 17.100.005, adding Chapter 17.715, and amending Article VIII in compliance with State planning law
Moved by: Pa'tanisha Pierson, Vice Mayor
Seconded by: Susannah Meyer, Mayor
That City Council, by motion, continued this item to the February 11, 2025, City Council Meeting.

Ayes (5): Faye Maloney, Council Member, Pa'tanisha Pierson, Vice Mayor, Jovita Mendoza, Council Member, Tony Oerlemans, Council Member, and Susannah Meyer, Mayor
Motion Approved (5 to 0)
H. BUSINESS ITEMS
H.1 2024/25 Mid-year Operating Budget Amendments, Approval of one new full-time position and ten-year General Fund Fiscal Model update Kerry Breen, Director of Finance and Information Systems, presented the item.

Mayor Meyer opened public comments.

There being no one wishing to speak, Mayor Meyer closed public comments.

Moved by: Pa'tanisha Pierson, Vice Mayor
Seconded by: Jovita Mendoza, Council Member
Adopted Resolution No. 2025-10 (1) amending the 2024/25 Operating Budget and (2) approving the addition of one (1) new full-time Recreation Coordinator I/II position, to be filled on or after April 1, 2025; and receive an update of the ten-year General Fund Fiscal Model.

Ayes (5): Faye Maloney, Council Member, Pa'tanisha Pierson, Vice Mayor, Jovita Mendoza, Council Member, Tony Oerlemans, Council Member, and Susannah Meyer, Mayor
Motion Approved (5 to 0)
H.2 Award of Construction Contract for Public Art Spaces: Fields of Time, CIP Project No. 337-37244; amend the FY 2024/25 – 2028/29 Capital Improvement Program; and amend the FY 2024/25 Operating Budget Thien Nguyen, Recreation Manager, presented the item.

Page 13 of 276 ends

7 Mayor opened public comments.

There being no one wishing to speak, Mayor Meyer closed public comments.

Moved by: Tony Oerlemans, Council Member
Seconded by: Faye Maloney, Council Member
Adopted Resolution No. 2025-11 1) approving the contract documents, awarding the bid, and authorizing the City Manager or designee to execute a construction contract and necessary documents for the Public Art Spaces: Fields of Time (“FOT”) Project, CIP Project No. 337- 37244, to MARC Builders LLC dba MARC Engineering as the lowest bidder in the amount of $79,942, plus funding authorization for a 10% contingency amount of $7,994 for additional services, for a total authorization not to exceed amount of $87,936, 2) amending the FY 2024/25 – 2028/29 Capital Improvement Program for the Public Art Spaces CIP Project No. 337-37244 (“Project” or “Public Art Spaces Project”); and 3) amending the FY 2024/25 Operating Budget for the associated funding transfers.

J. REQUESTED FUTURE AGENDA ITEM(S)
Mayor Meyer moved items J.5 and J.7 ahead of the remaining agenda items.

J.1 Consider a request from Council Member Mendoza requesting an update on the wall located in Summerset
Council Member Mendoza presented the item.

Mayor Meyer opened public comments.

There being no one wishing to speak, Mayor Meyer closed public comments.

Council Member Mendoza withdrew her request.

J.2 Consider a request from Council Member Mendoza requesting an update on the Vineyard Parkway traffic study
Council Member Mendoza presented the item.

Mayor Meyer opened public comments.

Page 14 of 276 ends

8 There being no one wishing to speak, Mayor Meyer closed public comments.

Council Member Mendoza withdrew her request.

J.3 Consider a request from Council Member Mendoza requesting an update on the Town Hall on Business Permitting and License Efficiencies
Council Member Mendoza presented the item.

Mayor Meyer opened public comments.

There being no one wishing to speak, Mayor Meyer closed public comments.

Council Member Mendoza withdrew her request.

J.4 Consider a request from Council Member Mendoza requesting an update on the Vineyards at Marsh Creek Amphitheater
Council Member Mendoza presented the item.

Mayor Meyer opened public comments.

There being no one wishing to speak, Mayor Meyer closed public comments.

Council Member Mendoza withdrew her request.

J.5 Consider a request from Council Member Mendoza requesting a review of the Farmers Market configuration
Council Member Mendoza presented the item.

Mayor Meyer opened public comment.

Public comments against reconfiguring the Farmers Market were submitted by e-mail from: Dafne Swisher, Lynn Tei, Randy Moser, and Vicky Little.

Tom Gregory spoke regarding adding a Thursday night Farmers Market.

Lynn Tei of the Downtown Brentwood Coalition spoke in support of expanding the Farmers Market.

Greg Robinson of Brentwood Press spoke to give a history of the Farmers Market and in support of an expansion.

Amy of Boondoggies spoke in support of expanding the Farmers Market.

Vicki Little of Sip & Scoop spoke regarding a reconfiguration/expansion of Farmers Market.

Page 15 of 276 ends

9 There being no additional speakers, Mayor Meyer closed public comments.

Moved by: Jovita Mendoza, Council Member
Seconded by: Susannah Meyer, Mayor
The City Council, by motion, directed that staff spend time and resources on the item.

Ayes (5): Faye Maloney, Council Member, Pa'tanisha Pierson, Vice Mayor, Jovita Mendoza, Council Member, Tony Oerlemans, Council Member, and Susannah Meyer, Mayor
Motion Approved (5 to 0)
J.6 Consider a request from Council Member Mendoza requesting a review of the Public Information Officer position
Council Member Mendoza presented the item.

Mayor Meyer opened public comments.

Nicole Xavier submitted an e-mail in support of reinstating the Public Information Officer position.

There being no one wishing to speak, Mayor Meyer closed public comments.

Moved by: Susannah Meyer, Mayor
Seconded by: Jovita Mendoza, Council Member
The City Council, by motion, directed staff to spend time and resources on this item.

Ayes (5): Faye Maloney, Council Member, Pa'tanisha Pierson, Vice Mayor, Jovita Mendoza, Council Member, Tony Oerlemans, Council Member, and Susannah Meyer, Mayor
Motion Approved (5 to 0)
J.7 Consider a request from Council Member Oerlemans and Vice Mayor Pierson requesting an amendment to the Downtown Specific Plan to allow tattoo shops
Council Member Oerlemans and Vice Mayor Pierson presented the item.

Mayor Meyer opened public comment.

Forty-three (43) written comments were submitted by e-mail:

In support: Alexandria Mantinez, Amber Zimmer, Alex Martinez, Bisbee Denae, Cheryl Jordan, Danny Sullivan, Faith McShea,

Page 16 of 276 ends

10 Gene Diaz, Hannah Boger, Jennie Buse, Jake Denobriga, Jessica Galindo, Jaime Gerdes, Jeff Guevara, Jessee Solari, Kyle Hable, Lee Anne Hable, Kurt Deacon, Kayla Kiley, Katrena Misquez, Katrina Rothwell, Kathrin Sullivan, Liz Krantz, Liz Krantz, Makayla Cannon, Mark Flores, Maria Perez, Mia Pokrywka, Michael Rucker, Nicole Montgomery, Palmer Rinehart, Ricard Perez, Angelica Perez, Rijeana Pica, Raul Ugarte, Scott Buck, Stacy Hernandez, Samantha Juarez, Steve Noack, Sean Putz, Theresa, Tony Horner, Thomas Isenburg, and Tamara Adams.

Against: Lawrence Moglia
Ryan Gillis spoke in support of Calculated Puncture tattoo shop moving to downtown Brentwood and amending the Downtown Specific Plan (DSP) to allow this.

Christopher Juarez, owner of Calculated Puncture tattoo shop, spoke in support of amending DSP to allow tattoo shops in downtown Brentwood.

Jana Aubert spoke in support of the Calculated Puncture tattoo shop moving to downtown Brentwood and amending the DSP.

Tom Gregory spoke in support of the Calculated Puncture tattoo shop moving to downtown Brentwood and amending the DSP.

Chris Johnson spoke in support of the Calculated Puncture tattoo shop moving to downtown Brentwood and amending the DSP.

Alexandra Vazquez spoke in support of the Calculated Puncture tattoo shop moving to downtown Brentwood and amending the DSP.

Sinziana Todor spoke about careful consideration before amending the DSP.

There being no additional speakers, Mayor Meyer closed public comments.

Moved by: Tony Oerlemans, Council Member
Seconded by: Jovita Mendoza, Council Member
The City Council, by motion, directed staff to spend time and resources on this item.

Ayes (5): Faye Maloney, Council Member, Pa'tanisha Pierson, Vice Mayor, Jovita Mendoza, Council Member, Tony Oerlemans, Council Member, and Susannah Meyer, Mayor
Motion Approved (5 to 0)
J.8 Consider a request from Council Member Maloney and Mayor Meyer requesting the City facilitate a Mental Wellness and Resilience Workshop with the Contra Costa Justice Center

Page 17 of 276 ends

11 Council Member Maloney presented the item.

Mayor Meyer opened public comment.

There being no one wishing to speak, Mayor Meyer closed public comments.

Moved by: Faye Maloney, Council Member
Seconded by: Susannah Meyer, Mayor
The City Council, by motion, directed staff to spend time and resources on the item.

Ayes (5): Faye Maloney, Council Member, Pa'tanisha Pierson, Vice Mayor, Jovita Mendoza, Council Member, Tony Oerlemans, Council Member, and Susannah Meyer, Mayor
Motion Approved (5 to 0)
J.9 Consider a request from Mayor Meyer requesting the City collaborate with the East Bay Regional Park District to repurpose the Flag Barn Mayor Meyer presented the item.

Mayor Meyer opened public comments.

Fifteen (15) written comments in support of this item were submitted by e-mail: Amanda Miller, Barbie Davis, Joe T., Lindsey Watt, Lyndsey Wernholm, MJ Milford, Mark Anderson, Marlon Estrela, Nicole Xavier, Paul Fontaine, Sandra Hosier, Steve Verduzco, Sue Harper, Tom Reif, and Tracy Soper.

Melissa Van Ruiten spoke about what the barn means to her personally and in support of preserving the barn.

Mary Casey Black spoke in support of preserving the barn and keeping it in its current location.

Greg Robinson spoke in support of preserving the barn.

Sinziana Todor spoke about what the barn means to her personally and in support of preserving the barn.

There being no additional speakers, Mayor Meyer closed public comments.

Moved by: Susannah Meyer, Mayor
Seconded by: Jovita Mendoza, Council Member
The City Council, by motion, directed staff to spend time and resources on the item.

Page 18 of 276 ends

12 Ayes (5): Faye Maloney, Council Member, Pa'tanisha Pierson, Vice Mayor, Jovita Mendoza, Council Member, Tony Oerlemans, Council Member, and Susannah Meyer, Mayor
Motion Approved (5 to 0)
K. ADJOURNMENT
Moved by: Pa'tanisha Pierson, Vice Mayor
Seconded by: Jovita Mendoza, Council Member
The City Council, by motion, adjourned the meeting at 11:57 p.m.

Ayes (5): Faye Maloney, Council Member, Pa'tanisha Pierson, Vice Mayor, Jovita Mendoza, Council Member, Tony Oerlemans, Council Member, and Susannah Meyer, Mayor
Motion Approved (5 to 0)

Page 19 of 276 ends

1 SPECIAL CITY COUNCIL MINUTES
February 4, 2025, 5:30 p.m.

A. CALL TO ORDER & ROLL CALL
Mayor Meyer called the meeting to order at 5:32 p.m.

Roll Call found the following members present: Maloney, Mendoza, Oerlemans, and Mayor Meyer.

Vice Mayor Pierson arrived and joined the meeting at 6:08 p.m.

B. PLEDGE OF ALLEGIANCE
Mayor Meyer led the Pledge of Allegiance.

C. PUBLIC COMMENTS
D. BUSINESS ITEMS
D.1 FY 2022/24 Strategic Plan Initiatives and Outstanding Future Agenda Items discussion to finalize the FY 2025/27 Strategic Plan Representatives of each department within the city gave a presentation.

Mayor Meyer opened public comments.

Connie Conover spoke regarding the wall at Summerset I and about the importance of the maintenance of Brentwood.

There being no additional speakers, Mayor Meyer closed public comments.

Moved by: Pa'tanisha Pierson, Vice Mayor
Seconded by: Jovita Mendoza, Council Member
The City Council, by motion, directed staff to bring back a draft Strategic Plan for consideration including: any additional proposed initiatives organized in order of priority and by staff’s bandwidth/capacity, a draft schedule and/or projected completion dates, and that staff provide a priorities spreadsheet in advance of the meeting where the City Council will consider adoption of the 2025/26 - 2026/27 Strategic Plan.

Ayes (5): Jovita Mendoza, Council Member, Susannah Meyer, Mayor, Pa'tanisha Pierson, Vice Mayor, Tony Oerlemans, Council Member, and Faye Maloney, Council Member

Page 20 of 276 ends

2 Motion Approved (5 to 0)
E. ADJOURNMENT
Moved by: Pa'tanisha Pierson, Vice Mayor
Seconded by: Jovita Mendoza, Council Member
The City Council, by motion, adjourned the meeting at 8:43 p.m.

Ayes (5): Jovita Mendoza, Council Member, Susannah Meyer, Mayor, Pa'tanisha Pierson, Vice Mayor, Tony Oerlemans, Council Member, and Faye Maloney, Council Member
Motion Approved (5 to 0)

Page 21 of 276 ends

PROCLAMATION
WHEREAS, Future Business Leaders of America, Inc. (FBLA) is a nonprofit educational organization whose first chapter was established in Johnson City, Tennessee, in 1942; and
WHEREAS, Heritage High School officially chartered its FBLA local chapter in September 2023; and
WHEREAS, in its first year, Heritage High School FBLA members placed 10th in the Bay Section collectively, one member placed 4th and 5th in the State of California for Entrepreneurship and Personal Finance respectively, and 9th in the Nation for Entrepreneurship at Orlando National Leadership Conference; and
WHEREAS, in its second year of establishment, Heritage High School FBLA expanded from 10 members to 35 members with a diverse array of competitive events; and
WHEREAS, FBLA is a professional business organization dedicated to bringing business and education together in a positive working relationship through innovative leadership and career development programs; and WHEREAS, FBLA members perform community service activities and strive to build a student’s understanding of the realities of the modern business world; and
WHEREAS, FBLA teaches middle school, high school, and college students basic business and leadership principles; and assists them in transitioning from school to work.

NOW, THEREFORE, BE IT PROCLAIMED that the City Council
of the City of Brentwood does hereby recognize February 9 – 15, 2025, as

NATIONAL FUTURE BUSINESS LEADERS OF AMERICA WEEK
Dated this 11th day of February, 2025
Susannah Meyer, Mayor

Page 22 of 276 ends

CITY COUNCIL AGENDA ITEM NO. F.3
02/11/2025
SUBJECT: Accept Trailview Park for the Parkside Villas subdivision in the Richmond American Homes development.

DEPARTMENT: Parks and Recreation
STAFF: Darin Gale, Assistant City Manager
Janice Ellis, Park Planner

TITLE/RECOMMENDATION
Adopt a Resolution accepting the park on Parcel ‘A’ (Trailview Park) in the Richmond American Homes development, Subdivision 8982 (1998 Helena Way) for maintenance by the City and request that the City Clerk file this Resolution with the Recorder of Contra Costa County.

FISCAL IMPACT
All costs related to the maintenance of the Trailview Park on 1998 Helena Way are included in the $76,228 annual cost estimate for the areas being accepted for maintenance. The acceptance of this parcel and cost for maintenance is included in the FY 2024/25 Operating Budget. The special benefit portion ($66,040) will be funded by the Lighting and Landscape Assessment Districts (LLADs) formed to cover these costs and the general benefit portion ($10,188) will be funded by the General Fund.

BACKGROUND
Richmond American Homes, the developer of the Parkside Villas development, recently submitted a request for the City to consider acceptance of the park constructed on 1998 Helena Way. The required offer of dedication of the park parcel was made with the recordation of the Final Map for Subdivision 8982. Subsequently, the City accepted this dedication of real property for the purpose of a public park.

Trailview Park is approximately 2.23 acres in size.

The developer also established a funding source for the ongoing maintenance of the landscaping improvements with the formation of LLAD 02-3.

Richmond American Homes recently completed Trailview Park, and City staff conducted the required inspections during and following construction for the

Page 23 of 276 ends

CITY COUNCIL AGENDA ITEM NO. F.3
02/11/2025
mandatory 90-day maintenance period. Staff determined that the improvements, including the plant material, irrigation, park amenities, and utility infrastructure at Trailview Park are in substantial conformance with the approved plans and Parks and Recreation Department specifications.

This action will accept Trailview Park (1998 Helena Way) for ongoing maintenance by the City. It should be noted that the developer will be responsible for the standard 12-month warranty period for all trees and plant material.

CITY COUNCIL STRATEGIC INITIATIVE
Not Applicable.

PREVIOUS ACTION
Previous Action by the City Council is included on Attachment 1

DATE OF NOTICE
Not Applicable.

ENVIRONMENTAL DETERMINATION
Not Applicable.

ALTERNATIVE OPTION(S)
Not Applicable.

ATTACHMENT(S)

1. Previous Action

2. Parkside Villas Resolution

3. Parkside Villas Location Map

4. Photos of Trailview Park

Page 24 of 276 ends

Attachment 1

PREVIOUS ACTION
Previous actions related to this agenda item that were taken by the Council are listed below. To view prior actions and materials, and Brentwood Municipal Code references in the staff report, as applicable:
 Visit www.brentwoodca.gov/meetings, and select the meeting date(s) desired to see the reference materials and videos.
 Visit www.brentwoodca.gov/municipalcode to research references to the Brentwood Municipal Code and search by the code section(s) cited.

On September 12, 2006, City Council took the following actions:

1. Approved Vesting Tentative Subdivision Map No. 8982, effective only upon the date that Rezone No. 05-20 was effective, subject to the conditions of approval listed in Exhibit "A" that was attached and made part of the resolution, and all City standards applicable to the project; and

2. Approved the exception to the density transition policy from the required minimum 20,000 square foot lots to 10 lots ranging in size from 5,805 to 8,383 square feet, due to the fact that the adjacent properties are designated and zoned for lot sizes similar to those in the proposed subdivision.

Page 25 of 276 ends

RESOLUTION NO. 2025-XX
A RESOLUTION ACCEPTING THE PARK ON PARCEL ‘A’
(TRAILVIEW PARK) OF THE PARKSIDE VILLAS DEVELOPMENT
BY RICHMOND AMERICAN HOMES, SUBDIVISION 8982 FOR

MAINTENANCE BY THE CITY AND REQUESTING THE CITY CLERK

TO FILE THIS RESOLUTION WITH THE RECORDER OF CONTRA

COSTA COUNTY
WHEREAS, Alexandra Homes had requested that the City approve TSM 8982 to allow the subdivision of approximately 11 acres into 37 single-family residential lots and make the necessary findings to the Density Transition Policy allowing for residential lots less than 20,000 sq. ft. across from or abutting existing residential property one-acre or larger; and
WHEREAS, said tentative map was referred to various public utility companies, public districts, and pertinent City departments for review and recommendations; and
WHEREAS, a Notice of Public Hearing was distributed to all property owners of record within 300 feet of the project site and published in the Brentwood Press on September 1, 2006, in accordance with City policies and Government Code Section 65090; and
WHEREAS, the Planning Commission of the City of Brentwood held a public hearing on this project at its regular meeting of August 1, 2006, and approved Resolution No. 06-41 recommending approval of Vesting Tentative Subdivision Map No. 8982; and
WHEREAS, the City Council considered the staff report, Mitigated Negative Declaration, supporting documents, public testimony, and all appropriate information that was submitted with the proposed project; and
WHEREAS, as a part of City’s approval of the Parkside Villas development, Richmond American Homes was required to construct a park on Parcel ‘A’ (Trailview Park), Subdivision 8982; and
WHEREAS, City staff has inspected the park and has determined that it meets substantial conformance with the approved landscape plans for Trailview Park of the Parkside Villas development, Subdivision 8982 and comply with the Parks and Recreation Department specifications.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Brentwood, with respect to the park constructed by Richmond American Homes:

1. Accepts for ongoing maintenance by the City, the park improvements on Parcel ‘A’ (Trailview Park), Subdivision 8982.

Page 26 of 276 ends

Page 2 of 2 ends

2. Accepts the above park and landscaping improvements and materials for maintenance as of February 11, 2025.

3. Requests the City Clerk to file this Resolution with the Recorder of Contra Costa County.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Brentwood at a regular meeting held on the 11th day of February 2025 by the following vote:

Page 27 of 276 ends

EXHIBIT “A”
Trailview Park
RICHMOND AMERICA DEVELOPMENT (SUBDIVISION 8982)

Page 28 of 276 ends

EXHIBIT “B”
Trailview Park
RICHMOND AMERICA DEVELOPMENT (SUBDIVISION 8982)

Page 29 of 276 ends

CITY COUNCIL AGENDA ITEM NO. F.4
02/11/2025
SUBJECT: Authorize the City Manager or designee to execute an agreement with Flock Group, Inc. in the amount of $240,000 over a two-year term; and amend the FY 2024/25 and 2025/26 Operating
Budgets.

DEPARTMENT: Police Department
STAFF: Tim Herbert, Chief of Police
Michael Thompson, Police Lieutenant

TITLE/RECOMMENDATION
Adopt a Resolution approving and authorizing the City Manager or designee to execute an agreement and necessary documents with Flock Group, Inc. in the amount of $218,550, plus an additional $21,450 for contingencies, for a total not to exceed amount of $240,000 over a two-year term for the purchase of hardware and software for Automatic License Plate Readers (ALPR) and surveillance cameras; and amending the FY 2024/25 General Fund Operating Budget in the amount of $120,000 and the FY 2025/26 General Fund Operating Budget in the amount of $103,500.

FISCAL IMPACT
If approved, the total cost of the agreement would be funded by the General Fund with a not to exceed amount of $240,000. The amount for contingencies of $21,450, included in the total contract amount of $240,000, is being requested to allow staff the ability to add additional cameras or upgrade existing cameras, if new or innovative technology improvements are offered by Flock during the term of the agreement.

The cost of the agreement would require General Fund Operating Budget amendments, as follows:

Fiscal Year
General Fund Budget
Amendment
2024/25 $120,000
2025/26 $103,500
Total Budget Amendment $223,500

Page 30 of 276 ends

CITY COUNCIL AGENDA ITEM NO. F.4
02/11/2025
Placeholders for the proposed costs were included in the 2024/25 – 2025/26 General Fund projection presented to the City Council with the Mid-Year Operating Budget report on January 28, 2025. Therefore, if approved, the budget amendments would have no effect on the projection presented to the City Council on January 28, 2025.

BACKGROUND
The Council/Administrative Policy No. 10-7, Purchasing Policy, requires that purchases of goods or services over $50,000 per vendor, per fiscal year must be approved by City Council.

The Brentwood Police Department historically has used Automatic License Plate Reader (ALPR) cameras to assist with criminal investigations. ALPR technology captures digital images of license plates on vehicles as they pass cameras located throughout the City. The license plate is scanned at a high rate of speed and crosschecked against a database searchable only by law enforcement personnel. If a vehicle is identified as stolen or wanted, the communications center at Brentwood Police Department is alerted. The ALPR system stores the location, time, vehicle information, and photos of the vehicle and license plate.

With the current system in place, knowing the license plate number or knowing an approximate time a vehicle passes through a camera location are the only useful investigative methods during a criminal investigation reported after the time of occurrence. Although limited, this technology has been extremely successful in assisting Brentwood Police Department in apprehending criminals committing crimes in both Brentwood and other jurisdictions. This technology has also been beneficial in locating missing persons that are at risk due to age, mental health, or suspicious in nature and has been instrumental in solving various crimes in our city to include various property crimes such as theft, and various crimes against persons including a homicide.

Flock Group, Inc. not only utilizes these same investigative methods, but also expands the searching capabilities to include vehicle description alone without needing to know the license plate. This is possible through their patented proprietary machine vision technology that analyzes license plates, state recognition, and vehicle attributes such as color, type, make and objects (roof rack, bumper stickers, etc.) based on image analytics (not car registration data). The Vehicle Fingerprint Technology provides an ability to search without the need for a license plate and setup alerts based on vehicle description. It is the only license plate reader with

Page 31 of 276 ends

CITY COUNCIL AGENDA ITEM NO. F.4
02/11/2025
“Visual Search” which can transform digital images from any source into an investigative lead by finding matching vehicles based on the vehicle attributes in the uploaded photo.

If criminal activity takes place and a vehicle is associated with that crime and a witness can provide a general description (color, type, make or unique characteristic) of the vehicle without knowing the license plate, this information can be entered into the database to further assist and potentially locate or further identify the vehicle and its occupants if it passes an ALPR camera. This expanded searching capability can significantly improve the solvability of any investigation because many times, criminals using vehicles to commit crimes will remove or conceal license plates or witnesses simply cannot memorize or identify specific license plates under duress.

While the current system in place in the City of Brentwood has proven to be effective over the years, the current cameras are outdated and lack the technology and software capabilities currently offered through Flock Group, Inc. Furthermore, the current system is nearing the end of its life cycle as these cameras often times are in need of repair and are often out of service for lengthy periods of time. Under the current system, the City of Brentwood owns the hardware (ALPR cameras) and is responsible for the maintenance of them.

The current stationary ALPR cameras utilized by Brentwood Police Department require electrical power supply. Flock Group, Inc. cameras are powered by solar, thus offering a greater flexibility in the specific placement of the cameras without the need or concern of supplying power to the camera. Furthermore, the cameras are leased to the City meaning all maintenance is handled by Flock Group, Inc. ensuring the cameras remain operational.

The current fleet ALPR cameras are affixed on top of the exterior roofs of six patrol vehicles when operational. Flock Group, Inc. is in partnership with Axon Enterprises, Inc. who is the current supplier for the City’s patrol vehicle dash cameras. Every patrol vehicle in the Brentwood Police Department vehicle fleet is equipped with an Axon dash camera with already built in ALPR capability that automatically integrates into Flock Group, Inc.’s database, thus potentially expanding our fleet coverage from approximately 20% to 100% and eliminating the need for additional added hardware.

Currently, Brentwood Police Department’s dash cameras are capturing license plates, but without Flock Group, Inc.’s software, there is no database to collect and store the data or run searches on the license plates captured rendering this feature useless.

Page 32 of 276 ends

CITY COUNCIL AGENDA ITEM NO. F.4
02/11/2025
Flock Group, Inc. offers a civilian package where HOA’s, businesses and neighborhood watch groups can purchase the hardware (ALPR cameras) privately, and the data collected from their cameras would integrate into Flock Group, Inc.’s database and allow it to be searchable by Brentwood Police Department staff and other law enforcement personnel. Currently, one HOA in the City of Brentwood has purchased Flock Group, Inc. ALPR cameras as part of their neighborhood watch efforts. It can be anticipated that if Brentwood Police Department utilizes Flock Group, Inc., more businesses and neighborhood communities would be willing to invest in this technology privately, thus expanding coverage of the City without additional cost to the City.

In addition to ALPR cameras, Flock Group, Inc. also provides surveillance cameras that also integrate into their database. These cameras are solar powered, have pan/tilt/zoom capabilities and can be strategically located in the City wherever there is a spike in crime trends and to monitor specific public areas.

Due to the success of the existing ALPR program, staff is confident the City of Brentwood and its citizens would benefit from Flock Group, Inc.’s patented technology that would increase the police department’s solvability rates in criminal investigations. The improved technology and search capabilities would also cut down on staff time trying to manually search through thousands of images of vehicles during a specific time frame in addition to the staff time required to maintain the hardware equipment and keep it operational.

Brentwood Police Department staff recommends purchasing thirty-two (32) ALPR cameras and three (3) surveillance cameras. These 32 ALPR cameras will replace the existing 19 ALPR cameras which are all currently in need of replacement and adding an additional 13. By adding 32 ALPR cameras, Brentwood Staff has been able to strategically cover a few select major intersections and nearly all the egress points surrounding the City, thus being able to potentially capture a majority of all vehicles leaving the City limits. Adding 3 surveillance cameras can be strategically placed throughout the City to provide supplement coverage in areas prone to criminal activity or public nuisance that would otherwise require dedicated staff time to monitor. Due to our existing dash cameras and their existing ALPR capabilities, no additional hardware would be required to purchase mobile fleet cameras and the patrol fleet would have automatic 100% fleet coverage.

The Police Department is utilizing Council/Administrative Policy, Purchasing Policy No.: 10-7 Section 5.3 Sole Source/Non-Competitive Negotiations to select this vendor.

Page 33 of 276 ends

CITY COUNCIL AGENDA ITEM NO. F.4
02/11/2025

CITY COUNCIL STRATEGIC INITIATIVE
Not Applicable.

PREVIOUS ACTION
Not Applicable.

DATE OF NOTICE
Not Applicable.

ENVIRONMENTAL DETERMINATION
Not Applicable.

ALTERNATIVE OPTION(S)
Not approving this recommendation will prevent purchasing and utilizing this ALPR technology and surveillance technology that is available to better serve the community, investigate and solve crime, deter crime, enhance public safety and improve the quality of life of citizens and save staff time on monitoring locations and searching databases for leads.

If not approved, we request that the item is continued with direction for staff to return with additional information.

ATTACHMENT(S)

1. Resolution

2. Flock Group, Inc. Agreement

Page 34 of 276 ends

RESOLUTION NO. 2025-XX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

BRENTWOOD AUTHORIZING THE CITY MANAGER OR DESIGNEE

TO EXECUTE AN AGREEMENT AND NECESSARY DOCUMENTS
WITH FLOCK GROUP, INC. IN THE AMOUNT OF $218,500, PLUS
AN ADDITIONAL $21,450 FOR CONTINGENCIES, FOR A TOTAL
NOT TO EXCEED AMOUNT OF $240,000 OVER A TWO-YEAR TERM

FOR THE PURCHASE OF HARDWARE AND SOFTWARE FOR

AUTOMATED LICENSE PLATE READERS (ALPR) AND
SURVEILLANCE CAMERAS; AND AMENDING THE FY 2024/25

GENERAL FUND OPERATING BUDGET IN THE AMOUNT OF
$120,000; AND AMENDING THE FY 2025/26 GENERAL FUND
OPERATING BUDGET IN THE AMOUNT OF $103,500
WHEREAS, the Brentwood Police Department historically has used Automatic License Plate Reader (ALPR) cameras to assist with criminal investigations. ALPR technology captures digital images of license plates on vehicles as they pass cameras located throughout the City; and
WHEREAS, this technology has been beneficial in locating missing persons that are at risk due to age, mental health, or suspicious in nature and has been instrumental in solving various crimes in the City to include various property crimes such as theft, and various crimes against persons including a homicide; and WHEREAS, the current system in place in the City of Brentwood has proven to be effective over the years, the current cameras are outdated and lack the technology and software capabilities currently offered through Flock Group, Inc.; and WHEREAS, Flock Group Inc., has patented proprietary machine vision technology that analyzes license plates, state recognition, and vehicle attributes such as color, type, make and objects (roof rack, bumper stickers, etc.) based on image analytics (not car registration data). The Vehicle Fingerprint Technology provides an ability to search without the need for a license plate and setup alerts based on vehicle description. It is the only license plate reader with “Visual Search” which can transform digital images from any source into an investigative lead by finding matching vehicles based on the vehicle attributes in the uploaded photo group; and WHEREAS, Flock Group, Inc. is in partnership with Axon Enterprises, Inc. who is the current supplier for the City’s patrol vehicle dash cameras. Every patrol vehicle in the Brentwood vehicle fleet is equipped with an Axon dash camera with already built in ALPR capability that automatically integrates into Flock Group, Inc.’s database, thus potentially expanding the Brentwood Police Department’s fleet coverage from approximately 20% to 100%; and
WHEREAS, Flock Group, Inc. offers a civilian package where HOA’s, businesses and neighborhood watch groups can purchase the hardware (ALPR

Page 35 of 276 ends

Page 2 of 2 ends

cameras) privately, and the data collected from their cameras would integrate into Flock Group, Inc’s. Database and allow it to be searchable by Brentwood Police Department staff and other law enforcement personnel; and WHEREAS, Flock Group, Inc. provides surveillance cameras that also integrate into their database. These cameras are solar powered, have pan/tilt/zoom capabilities and can be strategically located in the City wherever there is a spike in crime trends and monitor specific public areas; and
WHEREAS, adding 32 ALPR cameras, Brentwood Staff has been able to strategically cover a few select major intersections and nearly all the egress points surrounding the City, thus being able to potentially capture a majority of all vehicles leaving the City limits; and
WHEREAS, adding 3 surveillance cameras can be strategically placed throughout the City to provide supplement coverage in areas prone to criminal activity or public nuisance that would otherwise require dedicated staff time to monitor; and
WHEREAS, the total not to exceed cost of the contract would be $240,000 over a two-year term; and
WHEREAS, the contract cost for FY 2024/25 and for FY 2025/26 would be $120,000 each FY, and expended from the General Fund Operating Budget.

NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Brentwood does hereby: authorize the City Manager or designee to execute an agreement and necessary documents with Flock Group, Inc. for fiscal year 2024/25 and 2025/26 in the amount of $109,275 plus contingency of $10,725 for a total not to exceed of $120,000 in each fiscal year, and a total agreement amount not to exceed $240,000; amend the FY 2024/25 General Fund Operating Budget in the amount of $120,000; and amend the FY 2025/26 General Fund Operating Budget in the amount of $103,500.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at a regular meeting held on the 11th day of February 2025 by the following vote:

Page 36 of 276 ends

PSA_City Attorney Approved Version 071522

AGREEMENT FOR AUTOMATED LICENSE PLATE READER PROGRAM, CAMERA SYSTEMS, AND

ASSOCIATED SOFTWARE SERVICES
[FLOCK GROUP, INC.]
THIS AGREEMENT is made and entered into as of the _____ day of February, 2025 by and between the City of Brentwood, a municipal corporation of the State of California ("City" or “Customer”), and Flock Group, Inc., a Delaware corporation ("Consultant" or “Flock”) (each a “Party” and collectively, the “Parties”).

RECITALS
A. City requires the professional services of a consultant specifically trained and experienced in Automated License Plate Reader (ALPR) program, camera systems, and associated software which are professional services outside of services offered by City.

B. Consultant has the professional skills and experience necessary to perform the services described in this Agreement.

C. Consultant customarily engages in these services as part of its independently established trade, occupation, and/or business, separately from its work for City.

D. City desires to engage Consultant to provide these services by reason of its qualifications and experience in performing such services
E. Consultant has submitted a proposal to City and has affirmed its willingness and ability to perform such work on the terms and manner set forth in this Agreement.

NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the Parties agree as follows:

1. Scope of Work.

1.1 City retains Consultant, as an independent contractor, to perform, and Consultant agrees to render, those services (the "Services") that are described in the attached Exhibits "A" (Order Form) and “B” (Flock’s Terms and Conditions), which is incorporated by this reference, pursuant to this Agreement’s terms and conditions.

1.2 Consultant will control the manner and the means of the work to be performed, and be responsible for the professional quality, technical accuracy and coordination of the Services. Consultant will, without additional compensation, correct or revise any errors or deficiencies in the Services.

1.3. Consultant will keep City informed on a regular basis that the Services are being performed in accordance with the requirement and intentions of this Agreement.

1.4 If applicable, Consultant has designated those persons listed in Exhibit “A” to provide the Services to the City. Consultant will not change or reassign those persons described in Exhibit “A” without prior written notice to City, and will not replace those individuals with individuals to whom City has a reasonable objection.

2. Standard of Performance. Consultant acknowledges that in entering into this Agreement the City is relying on Consultant's special skills and experience to do and perform the Services. While performing the Services, Consultant will exercise the reasonable professional care and skill customarily exercised by reputable members of Consultant's profession practicing in the Northern California area. The acceptance of the Services by City does not release Consultant from these obligations.

Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 37 of 276 ends

2 PSA_City Attorney Approved Version 071522
Consultant will be responsible for employing or engaging all persons necessary to perform the Services.

Consultant will control the manner and means of the services to be performed by its employees and subconsultants. All of Consultant's staff will be qualified by training and experience to perform their assigned tasks. Consultant will give its personal attention to the fulfillment of the provisions of this Agreement by all of its employees and subcontractors, if any, and will keep the Services under its control.

On demand of City, if any employee or subcontractor of Consultant fails or refuses to carry out the provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper manner, he or she will be discharged immediately from the Services.

3. Term. Unless earlier terminated, this Agreement will be in effect as of the date first above written, and will continue for two years from the date upon which the first camera is installed and validated by both Parties as operational (the “Term”).

4. Schedule. Consultant will generally adhere to the schedule set forth in Exhibit “A” provided, that City will grant reasonable extensions of time for the performance of the Services occasioned by unusually lengthy governmental reviews of Consultant’s work product or other unavoidable delays occasioned by unforeseen circumstances; provided, further, that such unavoidable delay will not include strikes, lockouts, work stoppages, or other labor disturbances conducted by, or on behalf of, Consultant’s officers or employees.

Consultant acknowledges the importance to City of City’s project schedule and agrees to put forth its best professional efforts to perform the Services in a manner consistent with that schedule. City understands, however, that Consultant’s performance must be governed by sound practices. Consultant will work such overtime or engage such personnel and equipment as necessary to maintain the schedule, without additional compensation.

5. Compensation.

5.1 The total fee payable for the Services to be performed during the term of this Agreement will be a not to exceed amount of two hundred forty thousand dollars ($240,000.00) as may be further specified in the attached Exhibit “A.” No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement.

5.2 Payment will occur only after receipt by City of sufficiently detailed invoices.

5.3 Within thirty (30) days after receipt of any applicable progress payment request, City will verify the accuracy of the request, correct the charges where appropriate, and make payment to Consultant in an amount equal to the amount of such application, as verified or corrected by City. No payment made prior to completion and acceptance of the Services will constitute acceptance of any part of the Services.

City reserves the right to withhold payment from Consultant on account of Services not performed satisfactorily, delays in Consultant's performance of Services, or other defaults hereunder.

6. Status of Consultant. Consultant will perform the Services as an independent contractor, free from the control and direction of City, in pursuit of Consultant’s independent calling, and not as an employee of City. The persons used by Consultant to provide the Services under this Agreement will not be considered employees of City for any purposes whatsoever and City will not pay any tax, workers’ compensation insurance, retirement contributions or unemployment contributions on behalf of Consultant or its employees or subcontractors. Consultant agrees to indemnify and pay City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers’ compensation payment, including, but not limited to, those based on any provision of the Federal Affordable Care Act, which City may be required to make on behalf of Consultant or any agent, employee, or contractor of Consultant for work done under this Agreement. The payment made to Consultant pursuant to the Agreement will be the full and complete compensation to which Consultant is entitled. City will not make any federal or state tax withholdings on behalf of Consultant or its agents, employees or subcontractors.

At the City’s election, City may deduct the amounts paid pursuant to this Section, from any balance owing to Consultant.

Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 38 of 276 ends

3 PSA_City Attorney Approved Version 071522

7. Subcontracting. Consultant's services are being requested by City because they are unique and personal. Except as may be specified in Exhibit “A”, Consultant will not subcontract any portion of the Services without prior written approval of City Manager or his/her designee. If Consultant subcontracts any of the Services, Consultant will be fully responsible to City for the acts, errors and omissions of Consultant's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Consultant is for the acts and omissions of persons directly employed by Consultant. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Consultant and City.

Consultant will be responsible for payment of subcontractors. Consultant will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Consultant's work unless specifically noted to the contrary in the subcontract and approved in writing by City.

8. Other Consultants. The City reserves the right to employ other consultants in connection with the Services.

9. Indemnification. Consultant will hold harmless, defend and indemnify City, its officers, agents, volunteers and employees from and against any and all claims, demands, costs or liability including reasonable attorney fees arising out of or in any way connected with the performance of this Agreement, caused in whole or in part by any act or omission of the Consultant, any of its subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except to the extent caused by the active negligence, sole negligence, or willful misconduct of City.

10. Insurance. Consultant will obtain and maintain, at its cost and expense, for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the Services by Consultant or Consultant’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A:VII."

10.1 Coverages and Limits. Consultant will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager, in consultation with the City Attorney approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Consultant's indemnification obligations under this Agreement. City, its officers, agents, volunteers and employees make no representation that the limits of the insurance specified to be carried by Consultant pursuant to this Agreement are adequate to protect Consultant. The coverage will contain no special limitations on the scope of its protection to the above-designated insureds except for Workers Compensation and errors and omissions insurance. Consultant will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. If Consultant believes that any required insurance coverage is inadequate, Consultant will obtain such additional insurance coverage, as Consultant deems adequate, at Consultant's sole expense.

10.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit.

10.1.2 Automobile Liability. $1,000,000 combined single-limit per accident for bodily injury and property damage.

10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code and Employer's Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not be required if Consultant has no employees and provides, to City's satisfaction, a declaration stating this.

Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 39 of 276 ends

4 PSA_City Attorney Approved Version 071522

10.1.4 Professional Liability. Errors and omissions liability appropriate to Consultant’s profession with limits of not less than $1,000,000 per claim.

10.1.5 Cyber Liability. Cyber liability insurance with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this Agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.

10.1.6 Technology Professional Liability Errors and Omissions Insurance. Errors and omissions liability appropriate to the Consultant’s profession and work hereunder, with limits not less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Consultant in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.

10.1.6.1 The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City in the care, custody, or control of the Consultant.

10.2 Endorsements. For Commercial General Liability Insurance, Consultant will ensure that the policies are endorsed to name the City, its officers, agents, volunteers and employees as additional insureds. Prior to City's execution of this Agreement, Consultant will furnish, to the satisfaction of the City, certificates of insurance and endorsements.

10.3 Cancellation. Insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent pursuant to the notice provisions of this Agreement.

10.4 Failure to Maintain Coverage. If Consultant fails to maintain any of these insurance coverages, then City will have the option to declare Consultant in breach of this Agreement, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Consultant is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Consultant or deduct the amount paid from any sums due Consultant under this Agreement.

10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements.

10.6 Primary Coverage. For any claims related to the Services and this Agreement, the Consultant’s insurance coverage will be primary insurance with respect to City, its officers, agents, volunteers and employees. Any insurance or self-insurance maintained by City for itself, its officers, agents, volunteers and employees, will be in excess of Consultant’s insurance and not contributory with it.

10.7 Reduction in Coverage/Material Changes. Consultant will notify City in writing pursuant to the notice provisions of this Agreement thirty (30) days prior to any reduction in any of the insurance coverage required pursuant to this Agreement or any material changes to the respective insurance policies.

Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 40 of 276 ends

5 PSA_City Attorney Approved Version 071522

10.8 Waiver of Subrogation. The policies shall contain a waiver of subrogation for the benefit of City.

11. Business License. If required, Consultant will obtain and maintain a City of Brentwood Business License for the term of the Agreement, as it may be amended from time-to-time.

12. Maintenance of Records. Consultant will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Consultant will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Consultant will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

13. Ownership of Documents.

13.1 All product produced by Consultant or its agents, employees, and subcontractors pursuant to this Agreement (the “Work Product”) is the property of City. In the event this Agreement is terminated, all Work Product produced by Consultant or its agents, employees and subcontractors pursuant to this Agreement will be delivered to City pursuant to the termination clause of this Agreement. Consultant will have the right to make one (1) copy of the Work Product for Consultant’s records.

13.2 The Work Product may be used by City and its agents, employees, representatives, and assigns, in whole or in part, or in modified form, for all purposes City may deem advisable, without further employment of or payment of any compensation to Consultant; provided, however, that if this Agreement is terminated for any reason prior to completion of the Project and if under such circumstances City uses, or engages the services of and directs another consultant to use, the Work Product, City agrees to hold Consultant harmless from any and all liability, costs, and expenses relative to claims arising out of matters and/or events which occur subsequent to the termination of this Agreement as a result of causes other than the fault or negligence of Consultant, or anyone for whose acts it is responsible, in preparation of the Work Product. Consultant will not be responsible for deficiencies solely attributable to modifications of the Work Product performed by others, or that arise from use of the Documents in connection with a project or site other than that shown in the Work Product.

14. Copyrights. Consultant agrees that all copyrights that arise from the Services will be vested in City and Consultant relinquishes all claims to the copyrights in favor of City.

15. Confidentiality. All documents, reports, information, data, and exhibits prepared or assembled by Consultant in connection with the performance of the Services pursuant to the Agreement are confidential until released by the City to the public, and the Consultant will not make any of these documents or information available to any individual or organization not employed by the Consultant or the City without the written consent of the City before any such release.

16. Notices. Any notices relating to this Agreement shall be given in writing and shall be deemed sufficiently given and served for all purposes when delivered personally, by facsimile or by generally recognized overnight courier service, or five (5) days after deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, addressed as follows:

For City:

City of Brentwood
150 City Park Way
Brentwood, CA 94513
Phone No. (925) 809-7765
Attn: Lt. Michael Thompson
Email: [email protected]
For Consultant:

Name: Flock Group Inc.

Address: 1170 Howell Mill Rd, Suite 210
Atlanta, GA 30318
Phone No.: (480) 621-2406
Attn: Jeffrey Lents
Email: [email protected]
Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 41 of 276 ends

6 PSA_City Attorney Approved Version 071522
Either Party may change its address for purposes of this section by giving the other Party written notice of the new address in the manner set forth above.

17. Conflicts of Interest.

17.1 City will evaluate Consultant’s duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City’s Conflict of Interest Code is required of Consultant or any of Consultant’s employees, agents, or subcontractors. Should it be determined that disclosure is required, Consultant or Consultant’s affected employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700.

17.2 Consultant understands that its professional responsibility is solely to City. Consultant warrants that it presently has no interest, present or contemplated, and will not acquire any direct or indirect interest, that would conflict with its performance of this Agreement. Consultant further warrants that neither Consultant, nor Consultant’s agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Consultant will file with the City an affidavit disclosing this interest. Consultant will not knowingly, and will take reasonable steps to ensure that it does not, employ a person having such an interest in the performance of this Agreement. If after employment of a person, Consultant discovers that it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Consultant will promptly disclose the relationship to the City and take such action as the City may direct to remedy the conflict.

18. General Compliance with Laws. Consultant will keep fully informed of federal, state and local laws and ordinances and regulations (“Laws”) which in any manner affect those employed by Consultant, or in any way affect the performance of the Services by Consultant. Consultant will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of the Services with all applicable laws, ordinances and regulations.

19. Pandemic Health Laws. Consultant’s duty to comply with Laws includes compliance by Consultant with all local, state, or federal Laws that have been or may be enacted in response to the COVID-19 pandemic (collectively, “Health Laws”), which include all of the County of Contra Costa Health Orders. Failure to fully comply with the Health Laws constitutes a material default, subject to all available remedies including suspension or termination.

20. Discrimination and Harassment Prohibited. Consultant will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment.

21. Labor Code Compliance. This Agreement exceeds $1,000 and is subject to all applicable requirements of Chapter 1 of Part 7 of Division 2 of the Labor Code, beginning at section 1720, and the related regulations, including but not limited to requirements pertaining to wages, working hours and workers’ compensation insurance. Consultant must also post all job site notices required by laws or regulations pursuant to Labor Code section 1771.4.

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

Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 42 of 276 ends

7 PSA_City Attorney Approved Version 071522

21.2 Working Day. Pursuant to Labor Code section 1810, eight hours of labor consists of a legal day’s work. Pursuant to Labor Code section 1813, Consultant will forfeit to the City as a penalty the sum of $25 for each day during which a worker employed by Consultant or any subconsultant or subcontractor is required or permitted to work more than eight hours during any one calendar day, or more than 40 hours per calendar week, unless such workers are paid overtime wages under Labor Code section 1815.

21.3 Payroll Records. Consultant and its subconsultants or subcontractors must maintain certified payroll records in compliance with Labor Code sections 1771.4, 1776 and 1812, and all implementing regulations promulgated by the Department of Industrial Relations (“DIR”). For each payroll record, Consultant and its subconsultants or subcontractors must certify under penalty of perjury that the information in the record is true and correct, and that it has complied with the requirements of Labor Code sections 1771, 1811, and 1815. Unless the Agreement price is under $25,000, Consultant must electronically submit certified payroll records to the Labor Commissioner as required under California law and regulations.

21.4 Apprentices. If the Agreement price is $30,000 or more, Consultant must comply with the apprenticeship requirements in Labor Code section 1777.5.

21.5 DIR Monitoring, Enforcement, and Registration. The Services are subject to compliance monitoring and enforcement by the DIR pursuant to Labor Code section 1725.5, and, subject to the exception set forth below, Consultant and any subconsultants or subcontractors must be registered with the DIR to perform public works projects. The registration requirements of Labor Code section 1725.5 do not apply if the Agreement price is for under $25,000.

21.6 Workers’ Compensation Certification. Under Labor Code section 1861, by signing this Agreement Consultant certifies as follows: “I am aware of the provisions of Labor Code section 3700 which require every employer to be insured against liability for workers’ compensation or to undertake selfinsurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work on this contract.”

22. Covenants Against Contingent Fees. Consultant warrants that Consultant has not employed or retained any company or person, other than a bona fide employee working for Consultant, to solicit or secure this Agreement, and that Consultant has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to terminate this Agreement for nonperformance, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.

23. Claims And Lawsuits. By signing this Agreement, Consultant agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Consultant acknowledges that if a false claim is submitted to City by Consultant, it may be considered fraud and Consultant may be subject to criminal prosecution. Consultant acknowledges that California Government Code sections 12650 et seq., the False Claims Act, applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Consultant acknowledges that the filing of a false claim may subject Consultant to an administrative debarment proceeding as the result of which Consultant may be prevented to act as a Consultant on any public work or improvement for a period of up to five (5) years. Consultant acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement.

24. Jurisdiction, Venue and Governing Law. Any action at law or in equity brought by either of the Parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 43 of 276 ends

8 PSA_City Attorney Approved Version 071522
of competent jurisdiction in the County of Contra Costa, State of California, and the Parties waive all provisions of law providing for a change of venue in these proceedings to any other county. This agreement will be governed by the laws of the State of California.

25. Testimony. Consultant will testify at City's request if litigation is brought against City in connection with Consultant's services under this agreement. Unless the action is brought by Consultant, or is based upon Consultant's actual or alleged negligence or other wrongdoing, City, upon prior written agreement with Consultant will compensate Consultant for time spent in preparation for testimony, testimony, and travel at Consultant's standard hourly rates at the time of actual testimony.

26. Successors and Assigns. It is mutually understood and agreed that this Agreement will be binding upon the Parties and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Consultant without the prior written consent of City, which will not be unreasonably withheld.

27. Section Headings. Section headings as used in this Agreement are for convenience only and will not be deemed to be a part of such sections and will not be construed to change the meaning of the section.

28. Waivers. The waiver by either Party of any breach or violation of any term, covenant, or condition of this Agreement or of any applicable law will not be deemed to be a waiver of such term, covenant, condition or law or of any subsequent breach or violation of same or of any other term, covenant, condition or law. The acceptance by either Party of any fee or other payment which may become due under this Agreement will not be deemed to be a waiver of any preceding breach or violation by the other Party of any term, covenant, or condition of this Agreement or any applicable law.

29. Entire Agreement. This Agreement, together with any other written document referred to or contemplated by it embody the entire Agreement and understanding between the parties relating to the subject matter of it. The City Manager is authorized, in consultation with the City Attorney, to agree to nonmaterial amendments to this Agreement. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties.

30. Authority. The individuals executing this Agreement and the instruments referenced in it on behalf of Consultant each represent and warrant that they have the legal power, right and actual authority to bind Consultant to the terms and conditions of this Agreement.

Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 44 of 276 ends

9 PSA_City Attorney Approved Version 071522

31. Severability. If any term, provision, condition or covenant of this Agreement or its application to any party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Agreement, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law.

32. Signatures.

32.1 Counterparts. This Agreement may be executed in two or more counterparts, each of which together will be deemed an original, but all of which together will constitute the same instrument.

32.2 Digital/Electronic Signatures. Using a City-approved method, this Agreement may be executed through the use of digital or electronic signatures in accordance with Government Code Section

16.5. The presence of an electronic signature on this Agreement will be construed as the Parties’ consent to do business electronically.

CONSULTANT:

By: ______
Garrett Langley, President

By:

Brandon Simins, CFO

CITY:

By:

Tim Y. Ogden, City Manager
ATTEST:

By:

Amanda McVey, City Clerk
APPROVED AS TO FORM:

By:

Katherine Wisinski, City Attorney
Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 45 of 276 ends

10 PSA_City Attorney Approved Version 071522
EXHIBIT “A”

SCOPE OF SERVICES
Consultant will perform the following Services, at the rates indicated below.

Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 46 of 276 ends

11 PSA_City Attorney Approved Version 071522
Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 47 of 276 ends

12 PSA_City Attorney Approved Version 071522
EXHIBIT “B”
Flock’s Terms and Conditions

RECITALS
WHEREAS, Flock offers a software and hardware situational awareness solution through Flock’s technology platform that upon detection is capable of capturing audio, video, image, and recording data and provide notifications to Customer (“Notifications”); WHEREAS, Customer desires access to the Flock Services (defined below) on existing devices, provided by Customer, or Flock provided Flock Hardware (as defined below) in order to create, view, search and archive Footage and receive Notifications, via the Flock Services; WHEREAS, Customer shall have access to the Footage in Flock Services. Pursuant to Flock’s standard Retention Period (defined below) Flock deletes all Footage on a rolling thirty (30) day basis, except as otherwise stated on the Order Form. Customer shall be responsible for extracting, downloading and archiving Footage from the Flock Services on its own storage devices; and WHEREAS, Flock desires to provide Customer the Flock Services and any access thereto, subject to the terms and conditions of the Agreement, solely for the awareness, prevention, and prosecution of crime, bona fide investigations and evidence gathering for law enforcement purposes, (“Permitted Purpose”).

1. DEFINITIONS
Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross-referenced in this Section 1.

1.1 “Agreement” means the Professional Services Agreement (“PSA”), the order form (attached as Exhibit A to the Professional Services Agreement, “Order Form”), these terms and conditions, and any document therein incorporated by reference in section 11.1.

1.2 “Anonymized Data” means Customer Data permanently stripped of identifying details and any potential personally identifiable information, by commercially available standards which irreversibly alters data in such a way that a data subject (i.e., individual person or entity) can no longer be identified directly or indirectly.

1.3 “Authorized End User(s)” means any individual employees, agents, or contractors of Customer accessing or using the Services, under the rights granted to Customer pursuant to this Agreement.

Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 48 of 276 ends

13 PSA_City Attorney Approved Version 071522

1.4 “Customer Data” means the data, media, and content provided by Customer through the Services.

For the avoidance of doubt, the Customer Data will include the Footage.

1.5. “Customer Hardware” means the third-party camera owned or provided by Customer and any other physical elements that interact with the Embedded Software and the Web Interface to provide the Services.

1.6 “Effective Date” means the date the Agreement is mutually executed (valid and enforceable) by both Parties.

1.7 “Embedded Software” means the Flock proprietary software and/or firmware integrated with or installed on the Flock Hardware or Customer Hardware.

1.8 “Flock Hardware” means the Flock device(s), which may include the pole, clamps, solar panel, installation components, and any other physical elements that interact with the Embedded Software and the Web Interface, to provide the Flock Services as specifically set forth in the applicable Order Form.

1.9 “Flock IP” means the Services, the Embedded Software, and any intellectual property or proprietary information therein or otherwise provided to Customer and/or its Authorized End Users. Flock IP does not include Footage (as defined below).

1.10 “Flock Services” or “Services” means the provision of Flock’s software and hardware situational awareness solution, via the Web Interface, for automatic license plate detection, alerts, audio detection, searching image records, video and sharing Footage.

1.11 “Footage” means still images, video, audio, and other data captured by the Flock Hardware or Customer Hardware in the course of and provided via the Flock Services.

1.12 “Installation Services” means the services provided by Flock for installation of Flock Services.

1.13 “Permitted Purpose” means for legitimate public safety and/or business purpose, including but not limited to the awareness, prevention, and prosecution of crime; investigations; and prevention of commercial harm, to the extent permitted by law.

1.14 “Retention Period” means the time period that the Customer Data is stored within the cloud storage, as specified in the applicable Order Form. Flock deletes all Footage on a rolling thirty (30) day basis, except as otherwise stated on the Order Form. Customer shall be responsible for extracting, downloading and archiving Footage from the Flock Services on its own storage devices.

1.15 “Web Interface” means the website(s) or application(s) through which Customer and its Authorized End Users can access the Services.

Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 49 of 276 ends

14 PSA_City Attorney Approved Version 071522

2. SERVICES AND SUPPORT

2.1 Provision of Access. Flock hereby grants to Customer a non-exclusive, non-transferable right to access the features and functions of the Flock Services via the Web Interface during the Term, solely for the Authorized End Users. The Footage will be available for Authorized End Users to access and download via the Web Interface for the Retention Period. Authorized End Users will be required to sign up for an account and select a password and username (“User ID”). Customer shall be responsible for all acts and omissions of Authorized End Users. Customer shall undertake reasonable efforts to make all Authorized End Users aware of all applicable provisions of this Agreement and shall cause Authorized End Users to comply with such provisions. Flock may use the services of one or more third parties to deliver any part of the Flock Services, (such as using a third party to host the Web Interface for cloud storage or a cell phone provider for wireless cellular coverage).

2.2 Embedded Software License. Flock grants Customer a limited, non-exclusive, non-transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the Embedded Software as it pertains to Flock Services, solely as necessary for Customer to use the Flock Services.

2.3 Support Services. Flock shall monitor the Flock Services, and any applicable device health, in order to improve performance and functionality. Flock will use commercially reasonable efforts to respond to requests for support within seventy-two (72) hours. Flock will provide Customer with reasonable technical and on-site support and maintenance services in-person, via phone or by email at [email protected] (such services collectively referred to as “Support Services”).

2.4 Updates to Platform. Flock may make any updates to system or platform that it deems necessary or useful to (i) maintain or enhance the quality or delivery of Flock’s products or services to its agencies, the competitive strength of, or market for, Flock’s products or services, such platform or system’s cost efficiency or performance, or (ii) to comply with applicable law. Parties understand that such updates are necessary from time to time and will not diminish the quality of the services or materially change any terms or conditions within this Agreement.

2.5 Service Interruption. Services may be interrupted in the event that: (a) Flock’s provision of the Services to Customer or any Authorized End User is prohibited by applicable law; (b) any third-party services required for Services are interrupted; (c) if Services are being used for malicious, unlawful, or otherwise unauthorized use; (d) there is a threat or attack on any of the Flock IP by a third party; or (e) scheduled or emergency maintenance (“Service Interruption”). Flock will make commercially reasonable efforts to provide written notice of any Service Interruption to Customer, to provide updates, and to resume providing access to Flock Services as soon as reasonably possible after the event giving rise to the Service Interruption is cured. Flock will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized End User may incur as a result of a Service Interruption due to Customer’s actions or omissions. To the extent that the Service Interruption is not caused by Customer’s direct actions or by the actions of parties associated with the Customer, the time will be tolled by the duration of the Service Interruption (for any continuous Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 50 of 276 ends

15 PSA_City Attorney Approved Version 071522
suspension lasting at least one full day). For example, in the event of a Service Interruption lasting five (5) continuous days, Customer will receive a credit for five (5) free days at the end of the Term.

2.6 Service Suspension. Flock may temporarily suspend Customer’s and any Authorized End User’s access to any portion or all of the Flock IP or Flock Service if (a) there is a threat or attack on any of the Flock IP by Customer; (b) Customer’s or any Authorized End User’s use of the Flock IP disrupts or poses a security risk to the Flock IP or any other customer or vendor of Flock; (c) Customer or any Authorized End User is/are using the Flock IP for fraudulent or illegal activities; (d) Customer has violated any term of this provision, including, but not limited to, utilizing Flock Services for anything other than the Permitted Purpose; or (e) any unauthorized access to Flock Services through Customer’s account (“Service Suspension”). Customer shall not be entitled to any remedy for a Service Suspension period due to the actions or omissions of Customer, including any reimbursement, tolling, or credit. If the Service Suspension was not caused by Customer, the Term will be tolled by the duration of the Service Suspension.

2.7 Hazardous Conditions. Flock Services do not contemplate hazardous materials, or other hazardous conditions, including, without limit, asbestos, lead, or toxic or flammable substances. In the event any such hazardous materials are discovered in the designated locations in which Flock is to perform services under the Agreement, Flock shall have the right to cease work immediately.

3. CUSTOMER OBLIGATIONS

3.1 Customer Obligations. Flock will assist Customer Authorized End Users in the creation of a User ID.

Authorized End Users agree to provide Flock with accurate, complete, and updated registration information. Authorized End Users may not select as their User ID, a name that they do not have the right to use, or any other name with the intent of impersonation. Customer and Authorized End Users may not transfer their account to anyone else without prior written permission of Flock. Authorized End Users shall not share their account username or password information and must protect the security of the username and password. Unless otherwise stated and defined in the Agreement, Customer shall not designate Authorized End Users for persons who are not officers, employees, or agents of Customer. Authorized End Users shall only use Customer-issued email addresses for the creation of their User ID. Customer is responsible for any Authorized End User activity associated with its account. Customer shall ensure that Customer provides Flock with up-to-date contact information at all times during the Term of this agreement. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Flock Services (e.g., laptops, internet connection, mobile devices, etc.). Customer shall (at its own expense) provide Flock with reasonable access and use of Customer facilities and Customer personnel in order to enable Flock to perform Services (such obligations of Customer are collectively defined as “Customer Obligations”).

Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 51 of 276 ends

16 PSA_City Attorney Approved Version 071522

3.2 Customer Representations and Warranties. Customer represents, covenants, and warrants that Customer shall use Flock Services only in compliance with the Agreement and all applicable laws and regulations, including but not limited to any laws relating to the recording or sharing of data, video, photo, or audio content.

4. DATA USE AND LICENSING

4.1 Customer Data. As between Flock and Customer, all right, title and interest in the Customer Data, belong to and are retained solely by Customer. Customer hereby grants to Flock a limited, non-exclusive, royalty-free, irrevocable, worldwide license to use the Customer Data and perform all acts as may be necessary for Flock to provide the Flock Services to Customer. Flock does not own and shall not sell Customer Data.

4.2 Customer Generated Data. Flock may provide Customer with the opportunity to post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available, messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, or other information or materials produced by Customer (“Customer Generated Data”). Customer shall retain whatever legally cognizable right, title, and interest in Customer Generated Data. Customer understands and acknowledges that Flock has no obligation to monitor or enforce Customer’s intellectual property rights of Customer Generated Data. Customer grants Flock a non-exclusive, irrevocable, worldwide, royalty-free, license to use the Customer Generated Data for the purpose of providing Flock Services. Flock does not own and shall not sell Customer Generated Data.

4.3 Anonymized Data. Flock shall have the right to collect, analyze, and anonymize Customer Data and Customer Generated Data to the extent such anonymization renders the data non-identifiable to create Anonymized Data to use and perform the Services and related systems and technologies, including the training of machine learning algorithms. Customer hereby grants Flock a non-exclusive, worldwide, perpetual, royalty-free right to use and distribute such Anonymized Data to improve and enhance the Services and for other development, diagnostic and corrective purposes, and other Flock offerings.

Parties understand that the aforementioned license is required for continuity of Services. Flock does not own and shall not sell Anonymized Data.

5. CONFIDENTIALITY; DISCLOSURES

5.1 Confidentiality. To the extent required by any applicable public records requests, each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Flock includes non-public information regarding features, functionality and performance of the Services.

Proprietary Information of Customer includes non-public data provided by Customer to Flock or collected by Flock via Flock Services, which includes but is not limited to geolocation information and environmental data collected by sensors. The Receiving Party agrees: (i) to take the same security Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 52 of 276 ends

17 PSA_City Attorney Approved Version 071522
precautions to protect against disclosure or unauthorized use of such Proprietary Information that the Party takes with its own proprietary information, but in no event less than commercially reasonable precautions, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public; or (b) was in its possession or known by it prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in the Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. At the termination of the Agreement, all Proprietary Information will be returned to the Disclosing Party, destroyed or erased (if recorded on an erasable storage medium), together with any copies thereof, when no longer needed for the purposes above, or upon request from the Disclosing Party, and in any case upon termination of the Agreement.

Notwithstanding any termination, all confidentiality obligations of Proprietary Information that is trade secret shall continue in perpetuity or until such information is no longer trade secret.

5.2 Usage Restrictions on Flock IP. Flock and its licensors retain all right, title and interest in and to the Flock IP and its components, and Customer acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by the Agreement. Customer further acknowledges that Flock retains the right to use the foregoing for any purpose in Flock’s sole discretion.

Customer and Authorized End Users shall not: (i) copy or duplicate any of the Flock IP; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to obtain or perceive the source code from which any software component of any of the Flock IP is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Flock IP; (iii) attempt to modify, alter, tamper with or repair any of the Flock IP, or attempt to create any derivative product from any of the foregoing; (iv) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Flock IP; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within the Flock Services or Flock IP; (vi) use the Flock Services for anything other than the Permitted Purpose; or (vii) assign, sublicense, sell, resell, lease, rent, or otherwise transfer, convey, pledge as security, or otherwise encumber, Customer’s rights. There are no implied rights.

5.3 Disclosure of Footage. Subject to and during the Retention Period, Flock may access, use, preserve and/or disclose the Footage to law enforcement authorities, government officials, and/or third parties, if legally required to do so or if Flock has a good faith belief that such access, use, preservation or disclosure is reasonably necessary to comply with a legal process, enforce this Agreement, or detect, prevent or otherwise address security, privacy, fraud or technical issues, or emergency situations.

Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 53 of 276 ends

18 PSA_City Attorney Approved Version 071522

6. FEES

6.1 Notice of Changes to Fees. In the event of any changes to fees, Flock shall provide Customer with sixty (60) days’ notice (email sufficient) prior to the end of the Initial Term or Renewal Term (as applicable). Any such changes to fees shall only impact subsequent Renewal Terms.

6.2 Taxes. To the extent Customer is not a tax exempt entity, Customer is responsible for all taxes, levies, or duties, excluding only taxes based on Flock’s net income, imposed by taxing authorities associated with the order. If Flock has the legal obligation to pay or collect taxes, including amount subsequently assessed by a taxing authority, for which Customer is responsible, the appropriate amount shall be invoice to and paid by Customer unless Customer provides Flock a legally sufficient tax exemption certificate and Flock shall not charge Customer any taxes from which it is exempt. If any deduction or withholding is required by law, Customer shall notify Flock and shall pay Flock any additional amounts necessary to ensure that the net amount that Flock receives, after any deduction and withholding, equals the amount Flock would have received if no deduction or withholding had been required.

7. TERM AND TERMINATION

7.1 Term. Refer to Section 3 of the PSA.

7.2 Termination. Upon termination or expiration of this Agreement, Flock will remove any applicable Flock Hardware at a commercially reasonable time period. In the event of any material breach of this Agreement, the non-breaching Party may terminate this Agreement prior to the end of the Term by giving thirty (30) days prior written notice to the breaching Party; provided, however, that this Agreement will not terminate if the breaching Party has cured the breach prior to the expiration of such thirty (30) day period (“Cure Period”). Either Party may terminate this Agreement (i) upon the institution by or against the other Party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other Party's making an assignment for the benefit of creditors, or (iii) upon the other Party's dissolution or ceasing to do business.

In the event of a material breach by Flock, and Flock is unable to cure within the Cure Period, Flock will refund Customer a pro-rata portion of the pre-paid fees for Services not received due to such termination.

7.3 Survival. The following Sections of Exhibit B will survive termination: 1, 3, 5, 6, 7, 8.3, 8.4, 9, 11.1 and 11.6.

Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 54 of 276 ends

19 PSA_City Attorney Approved Version 071522

8. REMEDY FOR DEFECT; WARRANTY AND DISCLAIMER

8.1 Manufacturer Defect. Upon a malfunction or failure of Flock Hardware or Embedded Software (a “Defect”), Customer must notify Flock’s technical support team. In the event of a Defect, Flock shall make a commercially reasonable attempt to repair or replace the defective Flock Hardware at no additional cost to the Customer. Flock reserves the right, in its sole discretion, to repair or replace such Defect, provided that Flock shall conduct inspection or testing within a commercially reasonable time, but no longer than seven (7) business days after Customer gives notice to Flock.

8.2 Replacements. In the event that Flock Hardware is lost, stolen, or damaged, Customer may request a replacement of Flock Hardware at a fee according to the reinstall fee schedule (https://www.flocksafety.com/reinstall-fee-schedule). In the event that Customer chooses not to replace lost, damaged, or stolen Flock Hardware, Customer understands and agrees that Flock is not liable for any resulting impact to Flock service, nor shall Customer receive a refund for the lost, damaged, or stolen Flock Hardware.

8.3 Warranty. Flock shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Installation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Flock or by third-party providers, or because of other causes beyond Flock’s reasonable control, but Flock shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

8.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 8.1 ABOVE IS CUSTOMER’S SOLE REMEDY, AND FLOCK’S SOLE LIABILITY, WITH RESPECT TO DEFECTS. FLOCK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT

MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND FLOCK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,

INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 24.

8.5 Insurance. Reserved.

8.6 Force Majeure. Parties are not responsible or liable for any delays or failures in performance from any cause beyond their control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, pandemics (including the spread of variants), issues of national security, acts or omissions of third-party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, supply chain shortages of equipment or supplies, financial institution crisis, weather conditions or acts of hackers, internet service providers or any other third party acts or omissions.

Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 55 of 276 ends

20 PSA_City Attorney Approved Version 071522

9. LIMITATION OF LIABILITY; INDEMNITY

9.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, FLOCK, ITS

OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE

RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR

TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY: (A) FOR LOSS OF REVENUE, BUSINESS OR BUSINESS INTERRUPTION; (B) INCOMPLETE, CORRUPT, OR INACCURATE DATA; (C) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (D) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (E) FOR ANY MATTER BEYOND FLOCK’S ACTUAL KNOWLEDGE OR REASONABLE CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY TO CAPTURE FOOTAGE; OR (F) FOR ANY AMOUNTS THAT,

TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID

AND/OR PAYABLE BY CUSTOMER TO FLOCK FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT OR OMISSION THAT GAVE RISE TO THE

LIABILITY, IN EACH CASE, WHETHER OR NOT FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY OF SECTION ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE REFERENCED IN SECTION 11.6.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE FOREGOING LIMITATIONS OF

LIABILITY SHALL NOT APPLY (I) IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II) INDEMNIFICATION OBLIGATIONS.

9.2 Responsibility. Each Party to this Agreement shall assume the responsibility and liability for the acts and omissions of its own employees, officers, or agents, in connection with the performance of their official duties under this Agreement. Each Party to this Agreement shall be liable for the torts of its own officers, agents, or employees.

9.3 Flock Indemnity. Flock shall indemnify and hold harmless Customer, its agents and employees, from liability of any kind, including claims, costs (including defense) and expenses, on account of: (i) any copyrighted material, patented or unpatented invention, articles, device or appliance manufactured or used in the performance of this Agreement; or (ii) any damage or injury to property or person directly caused by Flock’s installation of Flock Hardware, except for where such damage or injury was caused solely by the negligence of the Customer or its agents, officers or employees. Flock’s performance of this indemnity obligation shall not exceed the fees paid and/or payable for the services rendered under this Agreement in the preceding twelve (12) months.

10. INSTALLATION SERVICES AND OBLIGATIONS

10.1 Ownership of Hardware. Flock Hardware is owned and shall remain the exclusive property of Flock. Title to any Flock Hardware shall not pass to Customer upon execution of the Agreement, except Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 56 of 276 ends

21 PSA_City Attorney Approved Version 071522
as otherwise specifically set forth in the Agreement. Except as otherwise expressly stated in the Agreement, Customer is not permitted to remove, reposition, re-install, tamper with, alter, adjust or otherwise take possession or control of Flock Hardware. Customer agrees and understands that in the event Customer is found to engage in any of the foregoing restricted actions, all warranties herein shall be null and void, and the Agreement shall be subject to immediate termination for material breach by Customer. Customer shall not perform any acts which would interfere with the retention of title of the Flock Hardware by Flock. Should Customer default on any payment of the Flock Services, Flock may remove Flock Hardware at Flock’s discretion. Such removal, if made by Flock, shall not be deemed a waiver of Flock’s rights to any damages Flock may sustain as a result of Customer’s default and Flock shall have the right to enforce any other legal remedy or right.

10.2 Deployment Plan. Flock shall advise Customer on the location and positioning of the Flock Hardware for optimal product functionality, as conditions and locations allow. Flock will collaborate with Customer to design the strategic geographic mapping of the location(s) and implementation of Flock Hardware to create a deployment plan (“Deployment Plan”). In the event that Flock determines that Flock Hardware will not achieve optimal functionality at a designated location, Flock shall have final discretion to veto a specific location, and will provide alternative options to Customer.

10.3 Changes to Deployment Plan. After installation of Flock Hardware, any subsequent requested changes to the Deployment Plan, including, but not limited to, relocating, re-positioning, adjusting of the mounting, removing foliage, replacement, changes to heights of poles will incur a fee according to the reinstall fee schedule located at (https://www.flocksafety.com/reinstall-fee-schedule). Customer will receive prior notice and confirm approval of any such fees.

10.4 Customer Installation Obligations. Customer is responsible for any applicable supplementary cost as described in the Customer Implementation Guide, attached hereto as Exhibit C. Customer represents and warrants that it has, or shall lawfully obtain, all necessary right title and authority and hereby authorizes Flock to install the Flock Hardware at the designated locations and to make any necessary inspections or maintenance in connection with such installation.

10.5 Flock’s Obligations. Installation of any Flock Hardware shall be installed in a professional manner within a commercially reasonable time from the Effective Date of this Agreement. Upon removal of Flock Hardware, Flock shall restore the location to its original condition, ordinary wear and tear excepted. Flock will continue to monitor the performance of Flock Hardware for the length of the Term. Flock may use a subcontractor or third party to perform certain obligations under the Agreement, provided that Flock’s use of such subcontractor or third party shall not release Flock from any duty or liability to fulfill Flock’s obligations under this Agreement.

11. MISCELLANEOUS
Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 57 of 276 ends

22 PSA_City Attorney Approved Version 071522

11.1 Entire Agreement. The Agreement, together with the Order Form(s), the reinstall fee schedule (https://www.flocksafety.com/reinstall-fee-schedule), and any attached exhibits are the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous or contemporaneous negotiations, discussions or agreements, whether written and oral, communications and other understandings relating to the subject matter of the Agreement. All waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. None of Customer’s purchase orders, authorizations or similar documents will alter the terms of this Agreement, and any such conflicting terms are expressly rejected. Any mutually agreed upon future purchase order is subject to these legal terms and does not alter the rights and obligations under the Agreement, except that future purchase orders may outline additional products, services, quantities and billing terms to be mutually accepted by Parties. In the event of any conflict of terms found in the Agreement or any other terms and conditions, including the terms of Exhibit A (Order Form) or this Exhibit B (Flock’s Terms and Conditions), the terms of the Agreement shall prevail. Customer agrees that Customer’s purchase is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written comments made by Flock with respect to future functionality or feature.

11.2 Special Terms. Flock may offer certain special terms which are indicated in the Order Form and will become part of the Agreement, upon Customer’s prior written consent and the mutual execution by authorized representatives (“Special Terms”). To the extent that any terms of the Agreement (including Exhibits A and B) are inconsistent or conflict with the Special Terms, the Special Terms shall control.

11.3 Publicity. Upon prior written consent, Flock has the right to reference and use Customer’s name and disclose the nature of the Services in business and development and marketing efforts. Nothing contained in the Agreement shall be construed as conferring on any Party, any right to use the other Party’s name as an endorsement of product/service.

11.4 Feedback. If Customer or Authorized End User provides any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the subject matter hereunder, Agency or Authorized End User hereby assigns to Flock all right, title and interest (including intellectual property rights) with respect to or resulting from any of the foregoing.

11.5 Export. Customer may not remove or export from the United States or allow the export or re-export of the Flock IP or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign Customer or authority. As defined in Federal Acquisition Regulation (“FAR”), section 2.101, the Services, the Flock Hardware and Documentation are “commercial items” and according to the Department of Defense Federal Acquisition Regulation (“DFAR”) section 252.2277014(a)(1) and are deemed to be “commercial computer software” and “commercial computer software documentation.” Flock is compliant with FAR Section 889 and does not contract or do business with, use any equipment, system, or service that uses the enumerated banned Chinese telecommunication companies, equipment or services as a substantial or essential Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 58 of 276 ends

23 PSA_City Attorney Approved Version 071522
component of any system, or as critical technology as part of any Flock system. Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S.

Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

11.6 Conflict. In the event there is a conflict between the Agreement and any applicable statement of work, or Exhibits, the Agreement controls unless explicitly stated otherwise.

11.7 Non-Appropriation. Notwithstanding any other provision of this Agreement, all obligations of the Customer under the Agreement which require the expenditure of public funds are conditioned on the availability of said funds appropriated for that purpose. To the extent applicable, Customer shall have the right to terminate this Agreement for non appropriation with thirty (30) days written notice without penalty or other cost.

Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 59 of 276 ends

Law Enforcement
Customer Implementation Guide

EXHIBIT C
Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 60 of 276 ends

Customer Implementation Guide: LAW ENFORCEMENT 1
Implementation Timeline

Flock Safety Team

Implementation Service briefs: Existing Infrastructure
vs Standard vs AdvanceL
4 Existing Infrastructure Implementatio[
4 Standard Implementatio[
4 Advanced Implementation

Things to Consider When Selecting Locations

Customer Responsibilities: AC-Powered Cams

Electrician HandouT
4 Electrician Installation Step;
4 FAQs about AC-Powered Flock Cameras

Installation Service Brief Summary

Permitting: Pre-Install Questionnaird
p# Timelind
$# Right of Wao
!# AC Power vs. SolaG
# Traffic Control & Installation Method;

# Paperwork & Required Form;

# Contacts

*Fee Schedule

Help Center

Customer Support

................................................................. 2

............................................................................ 3

............. 6

......................... 12

........................ 14

........................................................................ 15

............................................. 18

.......................................... 19

................................................................................. 21

..................................................................................... 22

.......................................................................... 22 Table of Contents
Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 61 of 276 ends

Review Locations Confirm camera locations with your sales representative FLOCK: Your sales representative will present several viable options for camera locations

CUSTOMER: Review Deployment Plan & approve camera locations

Please Note: If Public Works is required to move forward, please obtain approval finalize Locations Prepare for finalized camera locations FLOCK: Confirm Deployment Plane and signed agreement. Flock will move forward with next steps for locations that don't need permits (minimum 10 locations needed to move forward with partial installation)

CUSTOMER: Prepare the below items, as neede©
If permits are required, begin application proces
If camera will be AC-powered, hire an electrician/street department Step 1 Conduct On-site Survey & Place Flags
FLOCK: Flock technician conducts site survey to (1) evaluate/reconfirm solar or power access, (2) check line of sight to the road, and (3) evaluate/reconfirm cellular service in the area. When the technician deems the locations suitable, s/he will place a white flag at each spot

If the initially determined locations don't meet Flock standards, we will evaluate a new location, obtain customer approval, and redo a site survey. This may push timeline for installation
PLEASE NOTE:

Step 2 Call 811
FLOCK: Flock Safety will coordinate with Call 811 to mark each camera location for underground utilities within a 10-foot radius

Call 811 is a government service, so turnaround times may vary and is outside of Flock control
PLEASE NOTE:

Step 3 Schedule Installation
FLOCK: Flock will (1) ship any site specific material that the technician does not have locally (2) schedule the installation date
Step 4 Install & Validate Cameras
FLOCK: After installation, your Onboarding Specialist will confirm that cameras are capturing footage well and functioning properly. They will then give you full access to the system along with helpful training resources
Ongoing as Needed Finalize Any Installation Needs
FLOCK: While we typically complete installations within 4 weeks of finalizing locations, delays may occur due to external factors. In these instances, we will continue to work through this process until your cameras are fully installed and operational 2 This timeline provides general guidance and understanding of your installation process. While we typically complete installations 6-8 weeks after locations have been finalized, delays can occur as noted in the timeline below:

Implementation Timeline
Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 62 of 276 ends

Implementation Team How They Will Support You
Field Operations
Team
W The Field Operations team is responsible for the
physical installation and maintenance of
cameras and associated equipment provided by
Flock. This includes a large team of technicians,
schedulers, and many others involved in
ensuring the delivery of the product.D
W They take the technical plan you finalized with
Product Implementation and work closely with
other teams at Flock to make sure that the
cameras are installed quickly and safely and in
a way that maximizes the opportunity to solve
crime at a specific location1
W *Note*: For
, please always direct them to your
and not the
technician.
all Installation questions or
concerns
Customer Success Manager
Project Manager
Your is your
Your project manager will guide you through the
entire installation process, keeping you apprised
of all implementation updates as well as answering
any questions you have during this time. They will
ensure that all the cameras are on the ground and
operating for at least 48 hours before transitioning
you to your Customer Success Manager.

Project Manager primary contact
during camera installation.

3 Flock Safety Team
Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 63 of 276 ends

Relationship Team How They Will Support You
Flock Safety
Support
The Flock Safety Support team is committed to
answering all your day-to-day questions as quickly
as possible. , simply
email
Support can help you:
9 Request camera maintenanc{
9 Troubleshoot online platforW
9 Contract / Billing questionA
9 Update account informatioi
9 Camera Sharing questionA
9 Quick “How to” questions in your Flock Account
To get in touch with support
[email protected] or call
866-901-1781 Mon-Fri 8am-8pm EST.

Customer Success

Manager
Your Customer Success Manager is your strategic
partner for your lifetime as a Flock customer.

While the cameras are getting installed, your CSM
will help get your account set up and get all key
users trained on the system.

Post-Camera-Installation, your CSM will be your
go-to for most account-related needs: You should
reach out to them to:
9 Set up Account TraininÎ
9 Understand benefits of featureA
9 Learning best practices for getting relevant
datæ
9 Identifying opportunities to expand the security
network in your areæ
9 Provide feedback on your partnership with
Flock
4 Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 64 of 276 ends

Outside Party When they may be involved
If the Flock cameras need to be AC powered, you
(customer) are responsible for providing an
electrician to ensure power connectivity
Electrician/Street
Department
To weigh in on the use of public Rights of Way or
property Public Works (LE)
If installation in your area requires permitting
Department of
Transportation
(DOT), City, or
County agencies
5 PLEASE NOTE: On some occasions, third parties outside of Flock Safety may be (or need to be) involved in your implementation.

Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 65 of 276 ends

Included in scope:

Once designated locations are approved by the customer, as part of the Flock will perform the following
U An in-person site survey to confirm the installation feasibility of a location (location assessment, solar assessment, visibility review, etc. U Cameras need sufficient power. Since a solar panel is required per camera, it can prevent adequate solar power if two cameras and two solar panels are on a single pole (blocking visibility). Therefore

if relying on solar power, only one camera can be installed per pole U Confirm that a location is safe for work by following State utility locating procedures.@
U Each installation may include the following
U Installation of camera and solar panel or AC adapter box on a suitable existing pole

Existing
Infrastructure Implementation Service
COST: $150 per camera (one time cost)
Existing Infrastructure Implementation
Existing
Infrastructure Install
Pole None Flock NCHRP 350 /
MASH
Timeline Short Medium Longest
Cost Lowest Mid Highest
Standard
Install
Advanced
Install
Implementation Service Briefs: Existing
Infrastructure vs Standard vs Advanced
6 Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 66 of 276 ends

7 Out of scope:

By default, Flock does include the following as part of the but can provide a quote for sourcing at
an additional cost/
a Mounting on mast arms (always require bucket truck and traffic control

a Call 811 ‘Call-before-you-Dig’ systev
a Installation of any poles including but not limited t a Standard, 12’ above grade
a NCHRP 350 or MASH approved pole (as may be required for locations in DOT right of way

a A Bucket Truck for accessing horizontal/cross-beams and/or height above 14$ a Special equipment rentals for site accesR
a Site-specific engineered traffic planR
a Third-party provided traffic controG
a State or city-specific specialty contractor licenses or unique attachment/ connection requirementR
a Custom engineered drawingsA
a Electrical work requires a licensed electrician.
not Existing
Infrastructure Implementation Service
Flock breakaway pol}
a Types of existing infrastructure such as existing utility, light, and traffic signal polesË
a Pole no higher than 8’-12’ (approval at Flock Safety’s discretion

a Flock will provide and mount an AC adapter unit that a qualified electrician can connect to AC power following our
. Flock is unable to make any AC connections or
boreholes in any material other than dirt, grass, loose gravel (or other non-diggable material). Electrical work requiring a licensed electrician and associated costs, not included in the scopeË
a Access requiring up to a 14’ using an A-frame laddeå
a Standard MUTCD traffic control procedures performed by a Flock technicia×
a Obtain a business license to operate in the city and state of camera location

electrical wiring
requirements
Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 67 of 276 ends

8 Included in scope:

Once designated locations are approved by the customer, as part of the Flock will perform the following
= An in-person site survey to confirm the installation feasibility of a location (location assessment, solar assessment, visibility review, etc.)3 = Confirm that a location is safe for work by following state utility locating procedures. Work with local utilities to prevent service interruptions during the installatio+
= Engage 811 ‘Call-before-you-Dig’ system to receive legal dig dat) = Apply approved markings Coordinate with 811 regarding any necessary high-risk dig clearances or required vendor meet#
= Each installation may include the following
= Installation of camera and solar panel with
Standard Implementation Service
standard, 12’ above grade
Flock breakaway pole

COST: $650 per camera (one time cost)
Standard Implementation
= Flock will provide and mount an AC adapter that a qualified electrician can connect to AC power but cannot make any AC connections or boreholes in any material other than dirt, grass, loose gravel (or other non-diggable material)
= Concrete cuttin
= Private utility search for privately owned items not included in standard 811 procedures (communication, networking, sprinklers, etc. = Upgrades to power sources to ready them for Flock power (additional fuses, switches, breakers, etc.
= Any fees or costs associated with filing for required city, county, or state permit#
= Licensing or attachment agreements with asset / infrastructure owners3 = Utility contracts and billing3
= Customer requested relocations (see fee schedule)
Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 68 of 276 ends

9 Out of scope:

By default, Flock does include the following as part of the Standard Implementation Service but can provide a quote for sourcing at an additional cost 9 Use and/or mounting to existing infrastructure
9 NCHRP 350 or MASH approved pole (as may be required for locations in DOT right of way
9 A Bucket Truck for accessing horizontal/cross-beams and/or height above 14# 9 Special equipment rentals for site acces4
9 Site-specific engineered traffic plan4
9 Third-party provided traffic contro/
9 State or city-specific specialty contractor license4
9 Custom engineered drawings'
9 Electrical work requires a licensed electrician.'
9 Flock will provide and mount an AC adapter that a qualified electrician can connect to AC power but cannot make any AC connections or boreholes in any material other than dirt, grass, loose gravel (or other non-diggable material)
9 Concrete cuttin
9 Private utility search for privately owned items not included in standard 811 procedures (communication, networking, sprinklers, etc.) not
9 Installation of camera and AC adapter that a qualified electrician can connect to AC power on a suitable existing pole, no higher than 8-12’ (approval at Flock Safety’s discretion
9 Flock will provide and mount an AC adapter that a qualified electrician can connect to AC power following our . Flock
is unable to make any AC connections or boreholes in any material other than dirt, grass, loose gravel (or other non-diggable material). Electrical work requiring a licensed electrician and associated costs, not included in the scope
9 Access requiring up to a 14’ A-frame laddex
9 Standard MUTCD traffic control procedures performed by a Flock techniciaz 9 Obtain a business license to operate in the City and State of camera location electrical wiring requirements
Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 69 of 276 ends

10 & Upgrades to power sources to ready them for Flock power (additional fuses, switches, breakers, etc.
& Any fees or costs associated with filing for required city, county, or state permit
& Licensing or attachment agreements with asset / infrastructure owners & Utility contracts and billing
& Customer requested relocations (see fee schedule)
Included in scope:

Once Designated Locations are confirmed, as part of the , Flock will perform the following6
& An in-person site survey to confirm the installation feasibility of a location (location assessment, solar assessment, visibility review, etc.) & Confirm that a location is safe for work by following State utility locating procedures. Work with local utilities to prevent service interruptions during the installatioT
& Engage 811 ‘Call-before-you-Dig’ system to receive legal dig datR & Apply approved markings Coordinate with 811 regarding any necessary high-risk dig clearances or required vendor meet
& Each installation may include the following6
& Installation of camera and solar panel on a suitable
approved pole.
& Installation of camera and AC adapter that a qualified electrician can connect to AC power.
& Flock will provide and mount an AC adapter that a qualified electrician can connect to AC power following our .

Flock cannot make any AC connections or boreholes in any material other than dirt, grass, loose gravel (or other non-diggable material).

Advanced
Implementation Service
NCHRP 350 or MASH
electrical wiring requirements
COST: $1,900 per camera (one time cost)
Advanced Implementation
Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 70 of 276 ends

11 Out of scope:

By default, Flock does not include the following as part of the but can optionally provide a quote for sourcing
(additional cost)

1 Installation on or existing
infrastructure
1 A Bucket Truck for accessing horizontal/cross-beams and/or height above 14 1 Special equipment rentals for site acces,
1 Site-specific engineered traffic plan,
1 Third-party provided traffic contro&
1 State or City-specific specialty contractor license,
1 Custom engineered drawing,
1 Electrical work requires a licensed electrician. Flock will provide and mount an AC adapter that a qualified electrician can connect to AC power but cannot make any AC connections or boreholes in any material other than dirt, grass, loose gravel (or other non-diggable material)
1 Concrete cuttin
1 Private utility search for privately owned items not included in standard 811 procedures (communication, networking, sprinklers, etc.

1 Upgrades to power sources to ready them for Flock power (additional fuses, switches, breakers, etc.

1 Fees or costs associated with filing for required City, County, or State permits Advanced
Implementation Service
Standard, 12’ above grade Flock breakaway pole
|
1 Access requiring up to a 14’ A-frame ladde
1 Standard MUTCD traffic control procedures performed by a Flock technicia
1 Obtain a business license to operate in the City and State of camera location Electrical work requiring a licensed electrician and associated costs, not included in the scope.

Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 71 of 276 ends

12 5 Mountin
5 They can be mounted on existing utility, light, traffic signal poles, or 12 foot Flock poles.
5 They should be mounted one per pole. If using AC power, they can be mounted 2 per pole.%
5 They can be powered with solar panels or direct wire-in AC Power (no outlets).
5 They will require adequate cellular service using AT&T or T-Mobile to be able to process & send images.
7 **
**7
5 PlacemenH
5 They capture vehicles driving away from an intersection. % 5 They cannot point into the middle of an intersection.% 5 They should be placed after the intersection to prevent stop and go motion activation or “stop and go” traffic.

Falcon Cameras%
5 Use Case
5 Flock LPRs are designed to capture images
of rear license plates aimed in the direction
of traffic.%
5 Flock LPRs are not designed to capture
pedestrians, sidewalks, dumpsters, gates,
other areas of non-vehicle traffic,
intersections.

Things to Consider When Selecting Locations
*
**
***
Permitting (or permission from pole owner) may be required to use existing infrastructure or install in specific areas, depending on local regulations & policies.

Cameras need sufficient power. Since a solar panel is required per camera, it can prevent adequate solar power if two cameras and two solar panels are on a single pole (blocking visibility). Therefore if relying on solar power, only one camera can be installed per pole.

Flock does not provide Electrical services. Once installed, the agency or community must work with an electrician to wire the cameras. Electrician services should be completed within two days of installation to prevent the camera from dying.

Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 72 of 276 ends

13 Pole

not
If a location requires a "DOT Pole” (i.e., Advanced
Pole, Flock standard pole), the implementation
cost will be $5,000/camera.

Solar Panels

Solar panels need unobstructed southern-facing
views.

Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 73 of 276 ends

14 Customer Responsibilities: AC-Powered Cams
If the Flock cameras need to be AC-powered, the for
acquiring an electrician and ensuring they connect the camera to power. .
customer is responsible
See steps
2 and 6 below

6. Connect Camera to Power

Notify the electrician that the camera is ready for the power connection installation

5. Install Camera

Flock will install the camera and AC power kit at the specified camera location

4. Conduct Site Survey

Flock will mark camera locations, locate underground utilities and mark if present

3. Sign Flock Safety Agreement

Sign the Flock Safety purchase order to begin the installation of cameras

2. Acquire an Electric Quote

Contact an electrician to receive a quote to run 120volt AC power to 120v the camera

1. Create a Deployment Plan

Work with us to select the best location(s) for Flock Safety cameras and power sources
How to Get Started with a Powered Install
Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 74 of 276 ends

15 Electrician Handout
Electrician Installation Steps,
/ Run AC cable and conduit to the box
according to NEC Article 300 and any
applicable local codes. The gland
accepts ½” conduit/
/ Open the box using hinges/
C/ Connect AC Mains per wiring diagram
below:
a/ Connect AC Neutral wire to the Surge Protector white Neutral wire using the open position on the lever nut/
K/ Connect AC Line wire to the Surge Protector black Line wire using the open position on the lever nut/
b/ Connect AC Ground wire to the Surge Protector green ground wire using the open position on the lever nut.

4. Verify that both the RED LED is lit on the front of the box

5. Close box and zip tie the box shut with the provided zip tie

6. While still on-site, call Flock, who will remotely verify that power is working

correctly:

Southeast Region - (678) 562-8766

West-Region - (804) 607-9213

Central & NE Region - (470) 868-4027

Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 75 of 276 ends

16 FAQs about AC-Powered Flock Cameras

What voltage is supported?

The AC kit is designed to work with 120VAC Infrastructure by default. A 240VAC version is available on request.

How much power does this consume

Peak current draw is 1.5 A at 120VAC. The average power draw is roughly 30W in high traffic conditions but maybe lower when fewer vehicles are present.

Who is responsible for contracting the electrician?

The customer is responsible for contracting an electrician. We can help answer questions, but the customer is responsible for identifying and contracting an electrician.

Who is responsible for maintenance?

Flock will handle all maintenance related to Flock’s camera and power equipment.

However, any problems with the electrical supply are the customer’s responsibility.

The AC junction box has two lights to indicate the presence of power and make it easy for quick diagnosis if there is a problem related to the AC power source If the camera indicates to Flock that there is a power supply problem, Flock will notify the customer and request that the customer verifies the lights on the AC junction box. If the AC Source light is illuminated, Flock will send a technician to investigate. If the AC source light is not illuminated, the customer should check any GFCI’s or breakers in the supply circuit or call the electrician who installed the power supply.

How much does it cost?

Work required to bring AC power to each location will be different, so exact pricing is unavailable. Primary cost drivers include arrow boards and the distance from the camera location to the AC power source.

What information do I need to provide my electrician?

The Flock deployment plan and these work instructions should be sufficient to secure a quote. It will be helpful if you know the location of the existing power infrastructure before creating the deployment plan.
?
Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 76 of 276 ends

17 Can you plug it into my existing power outlet? The Flock AC power adapter does not use a standard outlet plug but must be directly wired into the power mains.

While using outlet plugs may be convenient, they can easily be unplugged, presenting a tampering risk to this critical safety infrastructure.

The electrician can route power directly to the camera with a direct wire-in connection if an outlet is close to the camera.

How long does this process typically take?

The installation process typically takes 6-8 weeks. To accelerate the process, be sure to have the electrician perform his work shortly after the Flock technician finishes installing the camera.

What kind of electrician should I look for?

Any licensed electrician should perform this work, though we have found that those who advertise working with landscape lighting are most suited for this work.

What happens if the electrician damages the equipment?

The customer is responsible for contracting the electrician. Any liability associated with this work would be assumed by the customer. If any future work is required at this site due to the electrical infrastructure or the work performed by the electrician would be the responsibility of the customer.

When should the electrician perform his work?

Once Flock installs the camera, you will receive an email alert letting you know that this has been completed. After this, you will need to schedule the electrician to route power to the pole.

What if my electrician has questions about Flock’s AC Kit?

You should share the packet with the electrician if they have questions.

What if the AC power is on a timer?

Sometimes the AC power will be on a timer (like used for exterior lighting). Flock requires that the AC power provided to the camera be constant. The source that the electrician uses must not be on a timing circuit.

AC-Power Kit Details
Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 77 of 276 ends

18 Installation Service Brief Summary
Below outlines the statement of work for the Flock Camera Installation:

What is covered by Flock
Flock Cameras &
Online Platform
Mounting Poles
AC Power Kit (as needed)
Solar Panels (as needed)
Site Surveys and Call 811
Scheduling
Installation Labor Costs
Customer Support / Training
Cellular Data Coverage
Maintenance Fees

(review for
more details)
Fees Sheet
Data storage for 30 days
Traffic Control and any
associated costs
*DOT Approved Pole cost Electrician

& ongoing electrical costs
Engineering Drawings
Relocation Fees
Contractor licensing fees
Permit application processing fees
Specialist mounting equipment
Bucket trucks
Loss, theft, damage to Flock
equipment
Camera downtime due to
power outage
***Field Technician Maintenance
for Falcon™ Flex
excluding changes during
initial installation
Including, but not limited
to, MASH poles or
adapters
**
Only applicable for

AC-powered cameras
What is NOT covered by Flock Special note
*
**
***
If a location requires a "DOT pole" (i.e., not our standard), the implementation cost will be $5,000/camera; This cost is applicable for installations in GA, IL, SC, TN, and CA.

MASH poles: Manual for Assessing Safety Hardware (MASH) presents uniform guidelines for crash testing permanent and temporary highway safety features and recommends evaluation criteria to assess test results

If a camera is lost, stolen, or damaged, a replacement device can be purchased at a discounted price of $800

Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 78 of 276 ends

19 Permitting: Pre-Install Questionnaire
Traffic Control & Installation Method"

, this typically necessitates an entire lane to be
blocked in the direction of travel.

If a bucket truck is required
Can you provide a patrol car escort, or will
full traffic control be required?*

4. AC Power vs. Sola

If AC powered, is there a 120V power source available, and is there access to an electrician who can connect the existing wire to the Flock Safety powered h

If solar-powered, consider the size of the solar panel and potential to impact the visibility of DOT signs/signalsc

Single Panel: 21.25" x 14" x 2" (Length x Width x Depth[

Double Panel: 21.25" x 28" x 2" (LxWxD)
installation kit

3. Right of Waá

Will any Flock Safety cameras be installed on the city, state, or power company-owned poles or in the city, county, or state Right of Way (RoW)h

What is the RoW bufferh

Will additional permits or written permission be required from third-party entities (such as DOT, power companies, public works, etc.)h

Will any cameras be installed on city-owned traffic signal poles (vertical mass)?Ú

If yes, please provide heights/photos to determine if a bucket truck is needed for the installation.Ú

Note: A bucket truck is required if the height exceeds 15 feet tall.

2. Timelin(

In Flock Safety’s experience, in-depth permitting requirements can

The SLA for permit document submission is within 15 days from contract signature date (contract Closed-Won)

add 2+
months to the installation timeline.:

1. PLEASE NOTE: If traffic control is required, you may incur additional costs due to city/state requirements; Fees will be determined by quotes received.

Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 79 of 276 ends

20 Paperwork & Required Form

Flock Safety will need copies of paperwork to complete before proceeding (ex., business license applications, encroachment permit applications). We can save critical time by gathering these documents upfront. We appreciate your assistance in procuring these.

5. Contact

If Flock Safety needs to interface directly with the departments, please share the contact information of the following departments6

PermittinZ

Public WorkY

Traffic Department

6. Will standard plans suffice, or are custom plans needed? Custom plans can double the cost, while standard plans can be pulled from the Manual of Uniform Traffic Control Devices p

Will a non-sealed copy of the traffic plan suffice? Or does the traffic plan need to be sealed and/or submitted by a professional engineerz

Are there state-specific special versions/variances that must be followedz

, the shoulder or sidewalk should suffice and
enable Flock Safety to proceed without traffic control systems in place.

Note: In some states (i.e., arrow boards), sidewalks may require signage. If signage is mandatory, Will your Public Works department be able to assist?
If full traffic control is required (cones, arrow boards, etc.)® (MUTCD)
If a bucket truck is not required
Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 80 of 276 ends

21 After a deployment plan with Designated Locations and equipment has been agreed upon by both Flock and the Customer, any subsequent changes to the deployment plan (“Reinstalls”) driven by a Customer’s request will incur a fee per the table below.

What services incur fees'
Requested relocations post-approval by customer:
Relocations due to poor performance will be the responsibility of Floc# If a customer requests a location against the advisement of Flock, performance issues and any requested relocations will be the responsibility of the customer
Per the contract and absent a defect, in the event that Flock Hardware is lost, stolen, or damaged, Customer may request that Flock replace the Flock Hardware at a fee according to the then-current Reinstall policy

Misc billables for out of scope items for each implementation

https://www.flocksafety.com/reinstall-fee-scheduleC
*Fee Schedule
All fees are per reinstall or required visit (in the case that a reinstall is attempted but not completed) and include labor and materials. If you have any questions, please email [email protected].

Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 81 of 276 ends

22 Help Center
Our Help Center is filled with many resources to help you navigate through the online platform. Below you will find some common questions and their relevant help article:

How do I search camera footage?

How do I add a user?

How do I add a vehicle to my own Hot List?

How do I enable browser notifications for Hot List alerts?

How do I get text alerts for Hot List?

How do I request camera access from other nearby agencies? Customer Support
You can reach our customer support team anytime by emailing . They can help answer any “How-To” questions

you may have.
[email protected]
Help Center
How do I use the National Lookup to search for a plate? How do I reset my / another user’s password?

(National Lookup - network of law enforcement agencies that have opted to allow their network of Flock cameras to be used for searches)

Docusign Envelope ID: 2DE41724-544F-4EB8-A182-3B2887DFD128

Page 82 of 276 ends

CITY COUNCIL AGENDA ITEM NO. F.5
02/11/2025
SUBJECT: A Resolution approving and authorizing the City Manager or designee to execute an Agreement for Design Services with CSG Consultants, Inc. in the amount of $110,000 for the O’Hara Ave and Lone Tree Way Water Upgrade Project, CIP Project No. 562- 56410.

DEPARTMENT: Engineering Department
STAFF: Allen Baquilar, Director of Engineering/City Engineer Vatsal Patel, Engineering Manager
Brant Wilson, Senior Associate Engineer

TITLE/RECOMMENDATION
Adopt a Resolution approving and authorizing the City Manager or designee to execute an Agreement for Design Services with CSG Consultants, Inc. in the amount of $110,000 for the O’Hara Ave and Lone Tree Way Water Upgrade Project, CIP Project No. 562-56410 (“Project”).

FISCAL IMPACT
The not-to-exceed amount for design services is $110,000. The funds associated with the scope of work are included in the adopted 2024/25 – 2028/29 Capital Improvement Program. This Project is funded by Development Impact Fees and the Water Enterprise Fund.

Upon construction of the improvements, the City is expected to have an increase cost for maintenance of approximately $1,500 annually, which will be funded by the Water Enterprise Fund.

BACKGROUND
As part of the June 2017 Water Master Plan, the Project was recommended as a priority to improve system operation and efficiency.

This Project proposes to upgrade the existing 12-inch water main in O’Hara Avenue, between Lone Tree Way and O’Hara Lane, with 1,300 linear feet of 24-inch water main or install a parallel 16-inch water main to meet the demand for higher flow rates.

Page 83 of 276 ends

CITY COUNCIL AGENDA ITEM NO. F.5
02/11/2025
Additionally, this Project proposes to either upgrade the existing 8-inch water main in Lone Tree Way, between Brentwood Boulevard and the City’s Water Well #14, with approximately 700 linear feet of 12-inch water main or install a parallel 8-inch water main to meet the demand for higher flow rates.

Staff prepared a Request for Proposals for the three (3) current on-call civil engineering consultants to provide engineering design services for the Project. Staff only received one proposal, from CSG Consultants, Inc. After staff review and evaluation, it was determined that CSG Consultants, Inc. met the criteria and deemed qualified to provide engineering design services for the Project.

Staff will work with CSG Consultants, Inc. to determine the best option based on cost, efficiency, maintenance, and serviceable life.

Staff recommends approval of the Agreement for Engineering Design Services with CSG Consultants, Inc. for this Project.

CITY COUNCIL STRATEGIC INITIATIVE
Focus Area 1, Water, Wastewater, and Solid Waste Services, Goal 2.b Ensure adequate water supply by expanding water treatment, storage, and distribution infrastructure.

PREVIOUS ACTION
Previous Action by the City Council is included on Attachment 1

DATE OF NOTICE
Not Applicable.

ENVIRONMENTAL DETERMINATION
CEQA work is ongoing and will be done concurrently with the design process. A determination is expected to be brought to the City Council during the awarding of an agreement for construction.

ALTERNATIVE OPTION(S)

1. Do not approve staff’s recommendation.

2. Modify staff’s recommendation based on legally defensible findings.

3. Continue item with direction for staff to return with additional information.

Page 84 of 276 ends

CITY COUNCIL AGENDA ITEM NO. F.5
02/11/2025

ATTACHMENT(S)

1. Previous Action

2. Resolution

3. CIP Budget Sheet

4. Draft Agreement with CSG Consultants, Inc.

Page 85 of 276 ends

ATTACHMENT 1
Previous actions related to this agenda item that were taken by the Council are listed below. To view prior actions and materials, and Brentwood Municipal Code references in the staff report, as applicable:
 Visit www.brentwoodca.gov/meetings, and select the meeting date(s) desired to see the reference materials and videos.
 Visit www.brentwoodca.gov/municipalcode to research references to the Brentwood Municipal Code and search by the code section(s) cited.

On May 28, 2024, by Resolution No. 2024-56, the City Council adopted the 2024/25- 2028/29 Capital Improvement Program (CIP), which included the Project.

Page 86 of 276 ends

RESOLUTION NO. 2025-XX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

BRENTWOOD APPROVING AND AUTHORIZING THE CITY

MANAGER OR DESIGNEE TO EXECUTE AN AGREEMENT FOR
DESIGN SERVICES WITH CSG CONSULTANTS, INC. IN THE
AMOUNT OF $110,000.00 FOR THE O’HARA AVE AND LONE
TREE WAY WATER UPGRADE PROJECT, CIP PROJECT NO. 562-
56410
WHEREAS, in May 28, 2024, by Resolution No. 2024-56, the City Council adopted the 2024/25 – 2028/29 Capital Improvement Program (“CIP”), which included the O’Hara Avenue and Lone Tree Way Water Upgrade Project, CIP Project No. 562-56410 (“Project”); and
WHEREAS, in June 2017, the Water Master Plan identified this Project as a priority to improve system operation and efficiency; and WHEREAS, the Project proposes to upgrade the existing 12-inch water main in O’Hara Avenue, between Lone Tree Way and O’Hara Ave to meet the demand for higher flow rates; and
WHEREAS, the Project proposes to either upgrade the existing 8-inch water main in Lone Tree Way, between Brentwood Boulevard and Well #14, due to high flow rates or add a parallel main line; and
WHEREAS, staff prepared the necessary Request for Proposals (“RFP”) for Design Services and advertised it to the approved on-call consultants; and WHEREAS, the document was available for approximately three weeks; and WHEREAS, staff from the Public Works Department evaluated the proposal received based on the criteria in the RFP, and CSG Consultants Inc., was selected as a qualified firm to provide design services for the Project; and WHEREAS, staff has negotiated a scope of services and cost proposal with CSG Consultants Inc. to provide design services consistent with the Project requirements.

NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Brentwood approves and authorizes the City Manager or designee to execute an Agreement for Design Services with CSG Consultants Inc., in the not to exceed amount of $110,000 for the O’Hara Ave and Lone Tree Way Water Upgrade Project, CIP Project No. 562-56410.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at a regular meeting held on the 11
th day of February 2025 by the
following vote:

Page 87 of 276 ends

78 City of Brentwood 2023/24 – 2027/28 Capital Improvement Program Project Title: Project #:

O’Hara Ave/Lone Tree Way Water Upgrade 562-56410
Description/Justification:

The Water Master Plan identified this project as a priority to improve system operation and efficiency. This project will either upgrade the existing 12” water main in O’Hara Ave., between Lone Tree Way and O’Hara Lane, with 1,300 LF of 24” water main or paralleled with a 16” water main due to high flow rates. Also, this project will either upgrade the existing 8” water main in Lone Tree Way, between Brentwood Boulevard and Well #14, with an approximately 700 LF of 12” water main or paralleled with an 8” water main due to high flow rates.

Project Status:

The design phase of this project is anticipated to begin in FY 2024/25.

Supplemental Information:

Funding for this project will be split equally between the Water Enterprise Fund and Water Development Impact Fees. There will be future annual O & M costs from routine water and sewer maintenance, such as Closed Circuit Television (CCTV), cleaning, line location, flushing, valve exercising, etc.

PROJECT EXPENDITURES Prior 2023/24 2024/25 2025/26 2026/27 2027/28 TOTAL 70239 Legal 50,000 $ 50,000
90040 Planning and Design 110,000 $ 110,000
90050 Construction 1,046,500 $ 1,046,500
90070 Project Administration 140,000 $ 140,000
TOTAL $ 1, 110,000 $ 236,500 1, $ 346,500
PROJECT FUNDING Prior 2023/24 2024/25 2025/26 2026/27 2027/28 TOTAL 47250 Development Impact Fees 55,000 618,250 $ 673,250
47560 Enterprise 55,000 618,250 $ 673,250
TOTAL $ 1, 110,000 $ 236,500 1, $ 346,500

PROJECT FINANCING CURRENT PROPOSED
Project Category: Water Improvements
Location: O’Hara Avenue from Lone Tree Way
to O’Hara Lane and Lone Tree Way
from Brentwood Boulevard to Well
#14
Project Manager: A. Baquilar
Project Priority: 2C - Necessary
Est. Completion Date: 2025/26
Future Annual
O & M Impact: $1,500
Public Art
Requirement: Exempt
General Plan Policy: IF 1-1, IF 2-1

Page 88 of 276 ends

City Attorney Approved Version 040821

AGREEMENT FOR CIVIL ENGINEERING SERVICES
CSG Consultants, Inc.

THIS AGREEMENT FOR CIVIL ENGINEERING SERVICES (“Agreement”) is made and entered into as of the ____ day of _________________, 20____ by and between the City of Brentwood, a municipal corporation of the State of California ("City"), and CSG Consultants, Inc., a C Corporation ("Consultant") (each a “Party” and collectively, the “Parties”).

RECITALS
A. City does not have available personnel specifically trained and experienced to perform the civil engineering services required and requires the professional services of an individual or business entity with the necessary license, qualifications and experience to provide civil engineering services for the City’s O’Hara Avenue/Lone Tree Way Water Upgrade Project, CIP Project No. 562-56410 (the “Project”).

B. Consultant has the necessary license, professional skills and experience necessary to perform the civil engineering services described in this Agreement, and as further described in Exhibit A to this Agreement (“Exhibit A”), and in the City’s Request for Proposals for Civil Engineering Services for the Project, dated November 21, 2024 (“RFP”), attached as Exhibit B, both of which exhibits are incorporated herein.

C. City desires to engage Consultant to provide these civil engineering services by reason of its qualifications and experience in performing such services.

D. Consultant has submitted a proposal to City, dated December 13, 2024 Revised January 21, 2025 (“Proposal”), attached as Exhibit C and incorporated herein, in response to the City’s RFP, and has affirmed its willingness and ability to provide such civil engineering services on the terms and manner set forth in this Agreement.

NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the Parties agree as follows:

1. Definitions. The following definitions apply to the body of this Agreement and Exhibit A unless otherwise indicated. Defined terms are capitalized in the Agreement with the exception of the words “day” and “including.”

1.1 Additional Services means civil engineering services in addition to the Basic Services, which are provided pursuant to the City’s written request or prior written authorization.

1.2 Basic Services means those civil engineering services necessary for design and construction of the Project, as specified in Exhibit A and in the RFP and Proposal.

1.3 Change Order means a written document approved and signed by the City after execution of the Construction Contract, which changes the scope of Work, the Construction Contract Price, or the Construction Contract Time.

1.4 City Engineer means the current or acting City Engineer and Director of Engineering for the City of Brentwood or his or her authorized delegee.

1.5 Construction Contract means the signed agreement between the City and Contractor, which includes and incorporates the Construction Documents.

1.6 Construction Contract Price means the total compensation to be paid to the Contractor for performance of the Work, as set forth in the Construction Contract.

Page 89 of 276 ends

City Attorney Approved Version 040821 2

1.7 Construction Contract Time means the time within which the Contractor is required to perform the Work, as set forth in the Construction Contract and as may be amended by Change Order.

1.8 Construction Documents means all of the documents that are prepared following approval of the Design Development Documents for bidding and construction of the Project, as further detailed in Exhibit A.

1.9 Contractor means the individual, partnership, corporation, or other entity which has signed the Construction Contract with the City to perform the Work. “Contractor” includes the Contractor’s subcontractors, unless the context indicates otherwise.

1.10 Day means a calendar day unless otherwise specified.

1.11 Design Development Documents means detailed documents which are prepared following approval of the Schematic Design Documents, as further detailed in Exhibit A.

1.12 Design Documents means, collectively, the plans, drawings and specifications prepared or provided by the Consultant for the Project at all design stages, including Schematic Design Documents, Design Development Documents and Construction Documents.

1.13 Including, whether or not capitalized, means “including; but not limited to” unless the context requires otherwise.

1.14 Project Manager means the City employee or representative with primary responsibility for overseeing design and construction of the Project and who will be Consultant’s sole point of contact for the City unless otherwise stated. The Project Manager for this Project is Brant Wilson, Senior Associate Engineer.

1.15 Project Schedule means the detailed schedule developed by the Consultant, and subject to the City’s approval, for design and construction of the Project, based on the Proposed Project Schedule provided in Exhibit A.

1.16 Proposed Project Schedule means the proposed Project schedule provided by the City in Exhibit A to this Agreement.

1.17 Rate Schedule means the schedule listing the hourly rates for Consultant’s staff and rates for costs associated with providing the Services. The Rate Schedule is included in the Proposal.

1.18 Schematic Design Documents means preliminary drawings and related documents showing the Project’s basic components, scale and location, as further detailed in Exhibit A.

1.19 Services means all civil engineering and related services required under this Agreement, including all Basic Services and any authorized Additional Services.

1.20 Work means the Contractor’s construction and services necessary or incidental to constructing the Project in conformance with the requirements of the Construction Documents.

2. Scope of Services. Consultant, acting in its capacity as a civil engineer licensed under California law, will provide the Basic Services necessary to design and construct the Project in accordance with the City’s requirements, as set forth in Part One – Scope of Services in Exhibit A, and will provide those Additional Services, if any, as requested and authorized in writing by the City.

3. Personnel and Subconsultants. Consultant will be responsible for employing or engaging all persons necessary to perform the Services. Consultant will control the manner and means of the services to be performed by its employees and subconsultants. All of Consultant's staff will be qualified by training and experience to perform their assigned tasks. Consultant will give its personal attention to the fulfillment

Page 90 of 276 ends

City Attorney Approved Version 040821 3
of the provisions of this Agreement by all of its employees and consultant, if any, and will keep the Services under its control. On demand of City, if any employee or Consultant fails or refuses to carry out the provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper manner, he or she will be discharged immediately from the Services.

3.1 Consultant’s Key Personnel. The Consultant’s key personnel assigned to this Project, as specified in Consultant’s Proposal, may not be changed without the prior written approval of the City.

Consultant must promptly notify the City in writing of any changes or proposed changes to the key personnel identified in the Proposal (or subsequently approved by the City), and of any changes to the contact information (telephone and email) for any key personnel.

3.2 Consultant’s Principal Representative. Consultant’s principal representative assigned to this Project is Cyrus Kianpour, President, who will have full authority from Consultant to receive and act on instructions from the City.

3.3 Subconsultants. Consultant may not engage the services of any subconsultant for this Project, including, but not limited to, firms or individuals providing specialized architectural or engineering services, without obtaining the City’s prior written approval. The City’s approval must not be deemed to create any contractual relationship between the City and any such subconsultant, except that the City must be considered a third party beneficiary of such services for the Project. Consultant must bind its subconsultants in the same manner as Consultant is bound to the City under this Agreement, including, but not limited to, the insurance and indemnity requirements.

3.4 Warranty of Qualifications. Consultant warrants and represents that Consultant, its personnel, and its subconsultants are each duly qualified, licensed, and authorized by law to perform the civil engineering and related services required under this Agreement.

4. Standard of Performance. Consultant acknowledges that in entering into this Agreement the City is relying on Consultant's special civil engineering skills and experience to do and perform the Services.

The Services provided by Consultant pursuant to this Agreement must, at all times, meet or exceed the standard of care applicable to experienced, licensed civil engineers performing similar work in the area in which the Project is located. Similarly, the Services provided by any subconsultant must meet or exceed the standard of care applicable to others practicing in the subconsultant’s field and performing similar work in the area in which the Project is located. The acceptance of the Services by City does not release Consultant from these obligations.

5. Term. Unless earlier terminated, the term of this Agreement will commence upon the date first above written and will expire upon completion of the Services by Consultant.

6. Schedule.

6.1 Time is of the essence for providing the Services. Consultant will generally adhere to the approved Project Schedule provided, that City will grant reasonable extensions of time for the performance of the Services occasioned by unusually lengthy governmental reviews of Consultant’s work product or other unavoidable delays occasioned by unforeseen circumstances; provided, further, that such unavoidable delay will not include strikes, lockouts, work stoppages, or other labor disturbances conducted by, or on behalf of, Consultant’s officers or employees.

6.2 Consultant acknowledges the importance to City of City’s Project Schedule and agrees to put forth its best professional efforts to perform the Services in a manner consistent with that schedule.

City understands, however, that Consultant’s performance must be governed by sound practices.

Consultant will work such overtime or engage such personnel and equipment as necessary to maintain the schedule, without additional compensation.

7. Compensation.

Page 91 of 276 ends

City Attorney Approved Version 040821 4

7.1 The total fee payable for the Basic Services to be performed during the term of this Agreement will be based on the Rate Schedule, for a not to exceed amount of one hundred ten thousand dollars ($110,000), including authorized expense reimbursements, or as otherwise specified in Exhibit A.

Any authorized Additional Services will be paid for based on the Rate Schedule. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement.

The City reserves the right to withhold a ten percent (10%) retention until City has accepted the Services.

7.2 Payment will occur only after receipt by City of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City.

7.3 Within thirty (30) days after receipt of any applicable progress payment request, City will verify the accuracy of the request, correct the charges where appropriate, and make payment to Consultant in an amount equal to the amount of such application, as verified or corrected by City. No payment made prior to completion and acceptance of the Services will constitute acceptance of any part of the Services.

City reserves the right to withhold payment from Consultant on account of Services not performed satisfactorily, delays in Consultant's performance of Services, or other defaults hereunder.

8. Status of Consultant.

8.1 Consultant will perform the Services in Consultant's own way, by controlling the manner and means of the work City needs completed, and pursuant to this Agreement as an independent contractor and in pursuit of Consultant's independent calling, and not as an employee of City. The persons used by Consultant to provide the Services under this Agreement will not be considered employees of City for any purposes whatsoever.

8.2 The payment made to Consultant pursuant to the Agreement will be the full and complete compensation to which Consultant is entitled. City will not make any federal or state tax withholdings on behalf of Consultant or its agents, employees or subconsultants. City will not pay any workers' compensation insurance, retirement contributions or unemployment contributions on behalf of Consultant or its employees or subconsultants. Consultant agrees to indemnify and pay City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment, including, but not limited to, those based on any provision of the Federal Affordable Care Act, which City may be required to make on behalf of Consultant or any agent, employee, or subconsultant of Consultant for work done under this Agreement. At the City’s election, City may deduct the amounts paid pursuant to this Section, from any balance owing to Consultant.

9. Subcontracting. Consultant's services are being requested by City because they are unique and personal. Except as may be specified in Exhibit A, Consultant will not subcontract any portion of the Services without prior written approval of City Manager or his/her designee. If Consultant subcontracts any of the Services, Consultant will be fully responsible to City for the acts, errors and omissions of Consultant's subconsultant and of the persons either directly or indirectly employed by the subconsultant, as Consultant is for the acts and omissions of persons directly employed by Consultant. Nothing contained in this Agreement will create any contractual relationship between any subconsultant of Consultant and City.

Consultant will be responsible for payment of subconsultants. Consultant will bind every subconsultant and every subconsultant of a subconsultant by the terms of this Agreement applicable to Consultant's work unless specifically noted to the contrary in the subcontract and approved in writing by City.

10. Other Consultants. The City reserves the right to employ other consultants in connection with the Project or the Services.

11. Indemnification. Consultant agrees to indemnify, including the cost to defend, City, its officers, agents, volunteers and employees from any and all claims, demands, costs or liability (collectively, “Liability”) that arise out of, or pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant and its agents in the performance of Services under this Agreement, but this indemnity does not apply to Liability caused by the active negligence, sole negligence or willful misconduct of City. This indemnification obligation is not limited by any limitation on the amount or type of damages available under

Page 92 of 276 ends

City Attorney Approved Version 040821 5
any applicable insurance coverage and will survive the expiration or termination of this Agreement with respect to any Liability arising from or caused during the term of the Agreement.

12. Insurance. Consultant will obtain and maintain, at its cost and expense, for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the Services by Consultant or Consultant’s agents, representatives, employees or subconsultants. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A:VII."

12.1 Coverages and Limits. Consultant will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager, in consultation with the City Attorney approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Consultant's indemnification obligations under this Agreement. City, its officers, agents, volunteers and employees make no representation that the limits of the insurance specified to be carried by Consultant pursuant to this Agreement are adequate to protect Consultant. The coverage will contain no special limitations on the scope of its protection to the above-designated insureds except for Workers Compensation and errors and omissions insurance. Consultant will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. If Consultant believes that any required insurance coverage is inadequate, Consultant will obtain such additional insurance coverage, as Consultant deems adequate, at Consultant's sole expense.

12.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit.

12.1.2 Automobile Liability. $1,000,000 combined single-limit per accident for bodily injury and property damage.

12.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code and Employer's Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not be required if Consultant has no employees and provides, to City's satisfaction, a declaration stating this.

12.1.4 Professional Liability. Errors and omissions liability appropriate to Consultant’s profession with limits of not less than $1,000,000 per claim. The professional liability insurance must include prior acts coverage.

12.2 Endorsements. For Commercial General Liability Insurance, Consultant will ensure that the policies are endorsed to name the City, its officers, agents, volunteers and employees as additional insureds. Prior to City's execution of this Agreement, Consultant will furnish certificates of insurance and endorsements to City.

12.3 Cancellation. Insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent pursuant to the notice provisions of this Agreement.

12.4 Failure to Maintain Coverage. If Consultant fails to maintain any of these insurance coverages, then City will have the option to declare Consultant in breach of this Agreement, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Consultant is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Consultant or deduct the amount paid from any sums due Consultant under this Agreement.

Page 93 of 276 ends

City Attorney Approved Version 040821 6

12.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements.

12.6 Primary Coverage. For any claims related to the Services and this Agreement, the Consultant’s insurance coverage will be primary insurance with respect to City, its officers, agents, volunteers and employees. Any insurance or self-insurance maintained by City for itself, its officers, agents, volunteers and employees, will be in excess of Consultant’s insurance and not contributory with it.

12.7 Reduction in Coverage/Material Changes. Consultant will notify City in writing pursuant to the notice provisions of this Agreement thirty (30) days prior to any reduction in any of the insurance coverage required pursuant to this Agreement or any material changes to the respective insurance policies.

12.8 Waiver of Subrogation. The policies shall contain a waiver of subrogation for the benefit of City.

13. Business License. Consultant will obtain and maintain a City of Brentwood Business License for the term of the Agreement, as it may be amended from time-to-time.

14. Maintenance of Records. Consultant will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Consultant will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Consultant will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

15. Ownership of Documents.

15.1 All product produced by Consultant or its agents, employees, and subcontractors pursuant to this Agreement (the “Work Product”) is the property of City. In the event this Agreement is terminated, all Work Product produced by Consultant or its agents, employees and subcontractors pursuant to this Agreement will be delivered to City pursuant to the termination clause of this Agreement. Consultant will have the right to make one (1) copy of the Work Product for Consultant’s records.

15.2 The Work Product may be used by City and its agents, employees, representatives, and assigns, in whole or in part, or in modified form, for all purposes City may deem advisable, without further employment of or payment of any compensation to Consultant; provided, however, that if this Agreement is terminated for any reason prior to completion of the Project and if under such circumstances City uses, or engages the services of and directs another consultant to use, the Work Product, City agrees to hold Consultant harmless from any and all liability, costs, and expenses relative to claims arising out of matters and/or events which occur subsequent to the termination of this Agreement as a result of causes other than the fault or negligence of Consultant, or anyone for whose acts it is responsible, in preparation of the Work Product. Consultant will not be responsible for deficiencies solely attributable to modifications of the Work Product performed by others, or that arise from use of the Documents in connection with a project or site other than that shown in the Work Product.

16. Copyrights. Consultant agrees that all copyrights that arise from the Services will be vested in City and Consultant relinquishes all claims to the copyrights in favor of City.

17. Confidentiality. All documents, reports, information, data, and exhibits prepared or assembled by Consultant in connection with the performance of the Services pursuant to the Agreement are confidential until released by the City to the public, and the Consultant will not make any of these documents or information available to any individual or organization not employed by the Consultant or the City without the written consent of the City before any such release.

18. Notices. Any notices relating to this Agreement shall be given in writing and shall be deemed sufficiently given and served for all purposes when delivered personally, by facsimile or by generally

Page 94 of 276 ends

City Attorney Approved Version 040821 7
recognized overnight courier service, or five (5) days after deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, addressed as follows:

For City:

City of Brentwood
150 City Park Way
Brentwood, CA 94513
Phone No. (925) 516-5307
Attn: Vatsal Patel
Email: [email protected]_______
For Consultant:

Name: CSG Consultants, Inc.

Title: President
Address: 3875 Hopyard Road, Suite 141
Pleasanton, CA 94588
Phone No.: 650-222-2500
Attn: Cyrus Kianpour
Email: [email protected]
Either Party may change its address for purposes of this section by giving the other Party written notice of the new address in the manner set forth above.

19. Conflicts of Interest.

19.1 City will evaluate Consultant’s duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City’s Conflict of Interest Code is required of Consultant or any of Consultant’s employees, agents, or subcontractors. Should it be determined that disclosure is required, Consultant or Consultant’s affected employees, agents, or subconsultants will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700.

19.2 Consultant understands that its professional responsibility is solely to City. Consultant warrants that it presently has no interest, present or contemplated, and will not acquire any direct or indirect interest, that would conflict with its performance of this Agreement. Consultant further warrants that neither Consultant, nor Consultant’s agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Consultant will file with the City an affidavit disclosing this interest. Consultant will not knowingly, and will take reasonable steps to ensure that it does not, employ a person having such an interest in the performance of this Agreement. If after employment of a person, Consultant discovers that it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Consultant will promptly disclose the relationship to the City and take such action as the City may direct to remedy the conflict.

20. General Compliance with Laws. Consultant will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Consultant, or in any way affect the performance of the Services by Consultant. Consultant will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of the Services with all applicable laws, ordinances and regulations.

21. Pandemic Health Laws. Consultant’s duty to comply with Laws includes compliance by Consultant and Subcontractors with all local, state, or federal Laws that have been or may be enacted in response to the COVID-19 pandemic (collectively, “Health Laws”), which include all of the County of Contra Costa Health Orders. Failure to fully comply with the Health Laws constitutes a material default, subject to all available remedies including suspension or termination.

22. Discrimination and Harassment Prohibited. Consultant will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment.

23. Termination. In the event of the Consultant's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Consultant in writing pursuant to the notice provisions of this Agreement. Consultant has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination

Page 95 of 276 ends

City Attorney Approved Version 040821 8
of fact based upon the work product delivered to City and of the percentage of work that Consultant has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. In the event City elects to terminate, City will have the right to immediate possession of all Work Product and work in progress prepared by Consultant, whether located at the project site, at Consultant's place of business, or at the offices of a subconsultant.

Either Party, upon tendering thirty (30) calendar days written notice to the other Party, may terminate this Agreement for convenience. In this event and upon request of City, Consultant will assemble the work product without charge and put it in order for proper filing and closing and deliver it to City. Consultant will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made.

24. Covenants Against Contingent Fees. Consultant warrants that Consultant has not employed or retained any company or person, other than a bona fide employee working for Consultant, to solicit or secure this Agreement, and that Consultant has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to terminate this Agreement for nonperformance, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.

25. Claims And Lawsuits. By signing this Agreement, Consultant agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Consultant acknowledges that if a false claim is submitted to City by Consultant, it may be considered fraud and Consultant may be subject to criminal prosecution. Consultant acknowledges that California Government Code sections 12650 et seq., the False Claims Act, applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity.

26. Jurisdiction, Venue and Governing Law. Any action at law or in equity brought by either of the Parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of Contra Costa, State of California, and the Parties waive all provisions of law providing for a change of venue in these proceedings to any other county. This Agreement will be governed by the laws of the State of California.

27. Testimony. Consultant will testify at City's request if litigation is brought against City in connection with Consultant's services under this Agreement. Unless the action is brought by Consultant, or is based upon Consultant's actual or alleged negligence or other wrongdoing, City, upon prior written agreement with Consultant will compensate Consultant for time spent in preparation for testimony, testimony, and travel at Consultant's standard hourly rates at the time of actual testimony.

28. Successors and Assigns. It is mutually understood and agreed that this Agreement will be binding upon the Parties and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Consultant without the prior written consent of City, which will not be unreasonably withheld.

29. Section Headings. Section headings as used in this Agreement are for convenience only and will not be deemed to be a part of such sections and will not be construed to change the meaning of the section.

30. Waivers. The waiver by either Party of any breach or violation of any term, covenant, or condition of this Agreement or of any applicable law will not be deemed to be a waiver of such term, covenant, condition or law or of any subsequent breach or violation of same or of any other term, covenant, condition or law. The acceptance by either Party of any fee or other payment which may become due under this Agreement will not be deemed to be a waiver of any preceding breach or violation by the other Party of any term, covenant, or condition of this Agreement or any applicable law.

Page 96 of 276 ends

City Attorney Approved Version 040821 9

31. Entire Agreement and Order of Precedence. This Agreement, together with any other written document referred to or contemplated by it embody the entire Agreement and understanding between the Parties relating to the subject matter of it. The City Manager is authorized, in consultation with the City Attorney, to agree to non-material amendments to this Agreement. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both Parties.

Notwithstanding that the RFP and Proposal are incorporated into this Agreement as Exhibit B and Exhibit C, respectively, if any provision in the Proposal or the RFP differs from or is inconsistent with the terms of this Agreement, including Exhibit A, the terms of this Agreement, including Exhibit A, will take precedence over any such differing or inconsistent provision. Likewise, to the extent any terms in the Proposal differ from or are inconsistent with the terms of the RFP, the terms of the RFP will take precedence over any differing or inconsistent terms in the Proposal

32. Authority. The individuals executing this Agreement and the instruments referenced in it on behalf of Consultant each represent and warrant that they have the legal power, right and actual authority to bind Consultant to the terms and conditions of this Agreement.

33. Severability. If any term, provision, condition or covenant of this Agreement or its application to any Party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Agreement, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law.

34. Signatures.

34.1 Counterparts. This Agreement may be executed in two or more counterparts, each of which together will be deemed an original, but all of which together will constitute the same instrument.

34.2 Digital/Electronic Signatures. Using a City-approved method, this Agreement may be executed through the use of digital or electronic signatures in accordance with Government Code Section

16.5. The presence of an electronic signature on this Agreement will be construed as the Parties’ consent to do business electronically.

CONSULTANT:
* By:

Printed Name: Cyrus Kianpour
Title: President
** By:

Printed Name: Nourdin Khayata
Title: Secretary
CITY:

By:

Tim Y. Ogden, City Manager
ATTEST:

By:

Amanda McVey, City Clerk
APPROVED AS TO FORM:

By:

Katherine Wisinski, City Attorney
If required by City, proper notarial acknowledgment of execution by Consultant must be attached. If a Corporation, Agreement must be signed by one corporate officer from each of the following two groups.

Page 97 of 276 ends

City Attorney Approved Version 040821 10
*Group A. **Group B.

Chairman, Secretary,
President, or Assistant Secretary,
Vice-President CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.

If an LLC:
• The Agreement must be signed by a Managing Member or the LLC must attach a resolution empowering the signatory to bind the LLC.

If a partnership:
• The Agreement must be signed by the Managing Partner or the Partner authorized to execute agreements of this type. Additional documentation, such as the partnership agreement, confirming this signature authority may be required.

If a sole proprietorship:
• The Agreement must be signed by the owner.

Page 98 of 276 ends

City Attorney Approved Version 040821 11

AGREEMENT FOR CIVIL ENGINEERING SERVICES
CSG Consultants, Inc.

O’Hara Avenue/Lone Tree Way Water Upgrade Project, CIP No. 562-56410 EXHIBIT “A”

PART ONE - SCOPE OF SERVICES

1. General. Consultant must provide civil engineering design and related services for the Project, as more particularly described in the RFP and Proposal, including and subject to the following general requirements.

1.1 Preliminary Design Conference. At the request of the City, or as otherwise specified in Exhibit A, Consultant must attend a preliminary design conference with the Project Manager. At the request of the Project Manager, the Consultant must submit written minutes of the preliminary design conference in order to demonstrate its understanding of the Project requirements.

1.2 City Approval. Consultant may not proceed with the development of successive Design Documents, as detailed below in Section 2, until it has received written approvals from the City. Consultant must promptly review and revise the following to the City’s satisfaction, without additional compensation:
(A) Design Documents submitted for City approval and to which the City has objections; and
(B) Design Documents which have been determined by the City to present excessive cost or constructability problems.

1.3 Governmental Approval. Consultant must assist the City with obtaining the following required approvals from governmental agencies with jurisdiction over the Project: None.

1.4 Consultant will control the manner and the means of the services to be provided, and be responsible for the professional quality, technical accuracy and coordination of the Services. Consultant will, without additional compensation, correct or revise any errors or deficiencies in the Services.

1.5 Consultant will keep City informed on a regular basis that the Services are being performed in accordance with the requirement and intentions of this Agreement. 2 Basic Services. In addition to the tasks specified in the RFP and Proposal, Consultant’s Basic Services include the following:
.2.1 Project Schedule. At the request of the City, Consultant must prepare and submit for the City Engineer’s review and approval a preliminary Project Schedule, based on the Proposed Project Schedule included in in Part Two, below, showing the timing and sequencing of the major design and construction phases required to complete the Project. The preliminary Project Schedule should include times for completion of all major phases of environmental procedures, if applicable; design; bidding; construction; final close out; or as otherwise specified by the Project Manager. The Project Schedule must be updated for the City Engineer’s review and approval upon completion of each major phase included in the Project Schedule.

2.2 Cost Estimate. At the request of the City, Consultant must prepare and submit for the City Engineer’s review and approval a preliminary estimate of the cost to construct the Project. As the design process progresses, Consultant must submit updates to the preliminary cost estimate for the City’s approval concurrent with its submission of the Schematic Design Documents, Design Development Documents, and Construction Documents, respectively. If at any time, an updated cost estimate exceeds the City’s previously approved cost estimate, Consultant must provide the City with recommendations for constructing the Project within the City’s budget.

Page 99 of 276 ends

City Attorney Approved Version 040821 12

2.3 Schematic Design Documents. Within the time specified in the approved Project Schedule, Consultant must prepare and submit for the City Engineer’s review and approval Schematic Design Documents consisting of drawings, outline specifications, and other documents showing the Project’s basic components, scale, and location on the Project site. The Schematic Design Documents must include, to the extent applicable, conceptual plans of the Project site and improvements; preliminary sections and elevations; approximate areas, volumes, and dimensions; and preliminary selections of materials and systems. The Schematic Design Documents and updated cost estimate may be submitted electronically to the Project Manager, unless the Project Manager specifically requests two printed sets and one reproducible set of the Schematic Design Documents.

2.4 Design Development Documents. Based on the approved Schematic Design Documents and within the time specified in the approved Project Schedule, Consultant must prepare for the City Engineer’s review and approval the Design Development Documents. The Design Development Documents must further define the Project, including drawings and outline specifications fixing and describing the Project size, character and site relationships, and other appropriate elements describing the structural, engineering, mechanical and electrical systems, as applicable. The Design Development Documents must include, as applicable, plans, sections and elevations; criteria and sizing of major components; equipment sizes and capacities and approximate layouts, including required spaces and clearances; typical details; materials selections and general quality levels. When submitting the Design Development Documents for the City Engineer’s approval, the Consultant must identify in writing all material changes and deviations, if any, that have taken place since approval of the Schematic Design Documents, including, but not limited to, changes to the last updated cost estimate and the approved Project Schedule.

The Design Development Documents and updated cost estimate may be submitted electronically to the Project Manager, unless the Project Manager specifically requests two printed sets and one reproducible set of the Design Development Documents.

2.5 Construction Documents. Based on the approved Design Development Documents and within the time specified in the approved Project Schedule, Consultant must prepare for the City Engineer’s review and approval, and required governmental agency approval(s), if applicable, Construction Documents setting forth in detail the quality levels of and the requirements for construction of the Project, and consisting of drawings and technical specifications that comply with all applicable codes, laws, ordinances and regulations in effect at the time of their preparation at the location of the Project, and as further specified in the RFP. The Construction Documents must be submitted to the City Engineer in electronic form, ready to be added to the front end documents, which will be prepared by the City using the City’s approved front end documents. When submitting the Construction Documents for the City Engineer’s approval, the Consultant must identify in writing all material changes and deviations, if any, that have taken place since approval of the Design Development Documents including, but not limited to, changes to the last updated cost estimate and the approved Project Schedule. The Construction Documents and updated cost estimate may be submitted electronically to the Project Manager, unless the Project Manager specifically requests two printed sets and one reproducible set of the Construction Documents.

2.6 Bidding Phase Services. Consultant must assist the City during the bidding phase, including, if applicable, prequalification of bidders; conducting pre-bid meetings or site walks; issuance of addenda; bid review; and review of bid protests. If the lowest responsive bid exceeds the final approved construction cost estimate by twenty-five (25) percent or more, and the City, acting in its sole discretion decides to reject all bids and re-bid the Project, Consultant must, at no additional cost to the City, work with the City to make the modifications to the Construction Documents to reduce the cost of construction so as not to exceed the previously approved construction cost estimate by more than the stated additional percentage.

2.7 Construction Phase Services. During the Construction Phase the Consultant must provide the following services to the City, as more particularly specified in Exhibit A:
(A) General administration of the Construction Contract including: review and advise the Project Manager as to the accuracy and reasonableness of Contractor’s schedule of values; coordinate

Page 100 of 276 ends

City Attorney Approved Version 040821 13
the Project Schedule with the Contractor’s Work schedule; provide prompt and complete responses to Contractor’s requests for information; and coordinate efforts with the Project Manager to ensure the Project is completed in a timely, cost-effective manner, consistent with the City’s requirements. (B) Ongoing design services as needed, including: interpretations and clarifications of the Construction Documents provided by the Consultant; and preparation of design details for Change Orders, as needed for the proper execution and progress of the Work and consistent with the intent of the approved Construction Documents.
(C) Consultant must timely review Contractor’s design-related submittals, including shop drawings, product data and samples, and issue written approvals of and/or recommendations to the City within ten days of receipt of each such submittal, unless additional time is required based on the nature of the submittal, in which case the review must be completed as soon as practicable under the circumstances. Consultant must check the submittals for compliance with the approved Construction Documents. Consultant’s review must not extend to the Contractor’s means, methods, techniques, sequences, or procedures, unless such have previously been specified in the Construction Documents. (D) Consultant must assist the Project Manager in evaluating whether to recommend approval of requests for changes in the Work, and, if applicable, must assist with preparing proposed Change Orders.
(E) Consultant must visit the Project site at intervals sufficient to monitor the progress and quality of the Work and to determine whether the Work is proceeding in conformance with the Construction Documents. Following each Project site visit, Consultant must promptly provide the Project Manager with a written report of Consultant’s observations and recommendations, if any. If Consultant becomes aware of any defects or deficiencies in the Work, Consultant must provide prompt notice to the Project Manager, followed by written confirmation of that notice. If, in Consultant’s opinion, special testing or inspection of the Work is needed, Consultant must recommend appropriate procedures and consultants to the City. Consultant is not responsible for Contractor’s safety precautions and programs. However, if Consultant has knowledge of safety violations, Consultant must give prompt notice to the City of such violations.
(F) Consultant must assist the City in evaluating the Contractor’s payment applications in accordance with the Construction Documents. Based on on-site observations and review of other relevant information, Consultant must evaluate whether the Work has progressed to the point indicated in the payment application. Consultant’s review must include review of the status of the Contractor’s record drawings.
(G) Consultant must attend meetings with the Project Manager and Contractor(s) prior to and during construction as requested.
(H) Consultant must prepare and submit reports on the progress or status of the Work to the Project Manager as requested.
(I) Consultant must conduct inspections reasonably necessary to determine whether Contractor has achieved final completion of the Work in accordance with the Construction Contract, and must prepare a list of items to be completed or corrected (the “punch list”), including estimates of the cost for the City to correct or complete each punch list item, as well as required final submittals (e.g., warranties, manuals, as-built drawings, etc.) in order to achieve final completion.

2.8 Close Out and Post-Construction Services
(A) Consultant must promptly perform all tasks reasonably necessary for Project close out. If requested, Consultant must provide the City with a color schedule of all finished materials incorporated into the Project.

Page 101 of 276 ends

City Attorney Approved Version 040821 14
(B) If requested by the City, Consultant must make visits to the Project site during the warranty period to advise the City on the need for warranty work. (C) All Project plans, including, but not limited to, record drawings, specifications, and estimates prepared pursuant thereto, must be and remain the property of the City for the purposes of repair, maintenance, renovation, modernization, or other purposes, only as they relate to the Project. The City reserves the right to use the Construction Documents, record drawings, or estimates related to the Project for the purposes of additions, alignments, or other development on or near the site or elsewhere in the City.

Nothing in this provision is intended to transfer or waive Consultant’s copyrights over these documents, including, but not limited to, all common law, statutory, and other reserved rights, unless transferred or waived in writing by Consultant. Notwithstanding the foregoing, if the City proposes to reuse the Construction Documents, in whole or in part, the City and Consultant will specify the terms and conditions for the reuse in this Agreement by an amendment or addendum.

3. Additional Services. If not expressly included in Basic Services, as specified above or in RFP or the Scope of Services in Exhibit A, the following services must be provided by Consultant and will be paid for as Additional Services, subject to prior written authorization by the City:

3.1 Investigation of financing or other special studies to determine the financial feasibility of the Project.

3.2 Consultations, negotiation, and the like for procurement of Project financing.

3.3 Investigation of or measured drawings of existing conditions or improvements or verification of the accuracy of the City-provided drawings or other information on existing conditions.

3.4 Surveys, site evaluations, or legal descriptions.

3.5 Soils, subsurface and environmental studies, reports and investigations required by outside agencies with jurisdiction over the Project.

3.6 Revisions to the City-approved Construction Documents which are required due to circumstances outside of Consultant’s control.

3.7 Design, coordination, management, expediting and other services for the procurement of materials to be obtained or work to be performed by the City, including, but not limited to technology or other specialty systems which are not otherwise required by this Agreement.

3.8 Estimates, appraisals, consultations, and related services required for the repair or replacement of an insured loss.

3.9 Preparing for or providing expert witness services or participation in out-of-court dispute resolution in connection with any Project-related dispute or adversarial proceeding to which the Consultant is not a party, or potential party.

3.10 Out of town travel in connection with the Services, other than travel between Consultant’s office, the City’s offices, and the Project site.

3.11 The City-requested services which are not included in Basic Services and are not customarily provided as part of generally accepted civil engineering design services for this type of project and the region in which the Project is located.

3.12 Extended services required by non-performance, suspension, termination, or default of the Contractor in the performance of the Work, through no fault of Consultant.

Page 102 of 276 ends

City Attorney Approved Version 040821 15

3.13 Preparation of special models, renderings or mock-ups, which are not included in Basic Services.

3.14 Other services as agreed to by the Parties as set forth in written amendment or addendum to this Agreement.

Page 103 of 276 ends

City Attorney Approved Version 040821 16

AGREEMENT FOR CIVIL ENGINEERING SERVICES
EXHIBIT “B”

REQUEST FOR PROPOSALS
City of Brentwood
O’Hara Avenue/Lone Tree Way Water Upgrade Project, CIP No. 562-56410

Page 104 of 276 ends

ENGINEERING DEPARTMENT
150 City Park Way, Brentwood, CA 94513
Phone 925.516.5420 Fax 925.516.5421
www.brentwoodca.gov
November 21, 2024
To: All Interested Civil Engineering Firms
Subject: Request for Proposals for Civil Engineering Services for the O’Hara Ave/Lone Tree Way Water Upgrade Project, CIP Project No. 562-56410
The City of Brentwood (“City”) invites civil engineering firms to submit their proposals to provide civil engineering or related services (“Services”) to prepare construction documents for the O’Hara Ave/Lone Tree Way Water Upgrade Project, CIP Project No. 562-56410 (“Project”).

The City’s Water Master Plan prioritized this Project to improve the domestic water system operation and efficiency. The Project will either upgrade approximately 1,300 linear feet of the existing 12-inch water main with a new 24-inch water main or a 16-inch parallel water main along O’Hara Avenue between Lone Tree Way and O’Hara Lane.

Additionally, this Project will also either upgrade approximately 700 linear feet of the existing 8-inch water main with a new 12-inch water main or an 8-inch parallel water main along Lone Tree Way between Brentwood Boulevard and Well #14.

The scope of services shall be the review and assessment for the Project including, but not limited to, the following:
• Provide a schedule of services timeline/ Regular schedule updates are required as part of the monthly project status reports.
• Assisting the City and providing their engineering recommendation on either upgrading and replacing the water mains or installing parallel water mains; • Preparing Construction Documents (Plans, Specifications, and Construction Cost Estimates):
o Preparing 30%, 90%, 100% design submittal plans, technical specifications, and construction cost estimates;
• Preparing Geotechnical Report to be used during design and support all new facilities to be constructed;
• Coordinating with all affected local agencies and utilities is essential to the success of this Project.

The following is a list of the local agencies and utilities that may be affected by this Project:
o Pacific Gas and Electric (PG&E);
o AT&T;
o Comcast;
o Contra Costa County Flood Control District;
o Contra Costa Fire District Protection District; and
o City of Brentwood - sewer, potable and non-potable water, storm drain, fiber optic, SCADA, landscape, irrigation, and street lights.

Page 105 of 276 ends

• Providing bidding and post-bidding support services:
o Responding to requests for information during bidding; o Preparing addenda, supplementary drawings, and revising specifications; and o Reviewing bid proposals, if needed; and
o Responding to clarifying questions from apparent low bidder. • Providing construction administration services:
o Preparing and providing a stamped conformed set of issued construction documents with all addenda and plan check comments in PDF and CAD formats; o Participating in weekly field visits and construction meeting; o Reviewing and responding to submittals and RFIs; and
o Providing clarifications of the construction documents, as needed; o Participating in the punch-list walkthrough; and
o Preparing and providing a conformed set of as-built plans in PDF and CAD formats.

Questions should be e-mailed to [email protected] to the attention of Brant Wilson no later than December 5. If you are interested in submitting a proposal, please submit a complete proposal to [email protected] and [email protected] no later than 4:00 p.m., Friday, December 13, 2024.

The following criteria will be used to evaluate the proposals. Provide a brief cover letter that includes all of the following information:

1. Firm’s Availability (25%): Describe how the proposal will meet City’s needs as describedin these requirements including, but not limited to, the project schedule and available design staff.

2. Design Staff (25%): Provide experience and qualifications of key personnel involved on the Project. Up to two (2) page resumes can be included in the appendix.

3. Cost Proposal (50%): Provide a detailed price proposal that is fully inclusive of all costs to provide the Services, including hourly billing rates, all labor, materials, equipment, supplies, and the insurance required.

The Services are subject to change depending on City needs and in some cases funding availability. This solicitation does not commit City to pay any costs incurred in the preparation and presentation of submittals or to select any firm who responds. This solicitation covers only the possible type of work described herein and does not commit City to any work beyond that described.

Sincerely,
Vatsal Patel
Engineering Manager

Page 106 of 276 ends

City Attorney Approved Version 040821 17

AGREEMENT FOR CIVIL ENGINEERING SERVICES
EXHIBIT “C”

PROPOSAL
CSG Consultants, Inc.

City of Brentwood
O’Hara Avenue/Lone Tree Way Water Upgrade Project, CIP No. 562-56410

Page 107 of 276 ends

3875 Hopyard Road, Suite 141
Pleasanton, CA 94588
phone 650.522.2500
fax 650.522.2599
www.csgengr.com
FOSTER CITY | PLEASANTON | SAN JOSE | SACRAMENTO | NEWMAN | ORANGE December 13, 2024
Revised January 21, 2025
Mr. Brant Wilson
City of Brentwood
150 City Park Way
Brentwood, California 94513
RE: PROPOSAL FOR CIVIL ENGINEERING SERVICES FOR THE O’HARA AVENUE/LONE TREE WAY WATER UPGRADE PROJECT, CIP PROJECT NO. 562-56410
Dear Mr. Wilson,
CSG Consultants, Inc. (CSG) is pleased to present the following proposal to provide final design services for the O’Hara Avenue/Lone Tree Way Water Upgrade Project, CIP Project No. 562-56410 (Project) in the City of Brentwood (City).

Ed Slintak, P.E. will serve as the Project Manager for this project. Ed has managed the design of multiple utility reconstruction and upgrade projects. Ed’s water utility experience includes numerous water main replacement projects including replacement of associated appurtenances, throughout the bay area.

Matthew Pi, P.E. will serve as Senior Design Engineer, who has previously completed water main replacement projects for numerous municipalities including the Cities of Vacaville, Daly City, and Millbrae.

Lawrence Lau, PE, PLS, QSD/P, will serve as QA/QC Manager.

To effectively manage workloads and meet the City's needs, CSG staff will be available based on the project schedule. We will continuously review the schedule to ensure adequate staffing at all times. Recognizing that project schedules can often be fluid or disrupted, our proactive monitoring will allow us to stay ahead and ensure staff availability whenever required.

Project Understanding
Based on the latest Water Master Plan, O’Hara Avenue, between Lone Tree Way and O’Hara Lane has been identified for the Project and will include the replacement of 1,300 linear feet of existing water main from 12- inch to 24-inch on a parallel alignment or installation of a parallel 16-inch water main. O’Hara Avenue is predominantly residential with two-way streets, with a bike lane on the western side of the street. There is a landscaped median with trees and light poles present. Power lines span the eastern side of the road. Also, along the eastern side of the road is a privately-owned undeveloped open field.

Lone Tree Way, between Brentwood Boulevard and Well #14 has also been identified for the Project and will include the replacement of 400 linear feet of existing water main from 8-inch to 12-inch on a parallel alignment , or installation of a parallel 8-inch water main. Lone Tree Way is predominantly residential with two-way streets, with a sidewalk available on the eastern side of the street. No bike lane or island is present.

The Project will include replacement or parallel installation of 1,300 linear feet of 24-inch or 16-inch ductile iron pipe with gasket restraints and installation of 400 linear feet of 12-inch or 8-inch ductile iron pipe with unrestrained rubber gaskets. Water main installation may include additional appurtenances including hydrants, services, air-release valves and meters. Additional gate valves may be needed to isolate the newly installed water main and to aid in the tie-in process.

Page 108 of 276 ends

To Brant Wilson, City of Brentwood

Page 2 ends

FOSTER CITY | PLEASANTON | SAN JOSE | SACRAMENTO | NEWMAN | ORANGE CSG recommends open trench methodology for the water line installation of ductile iron (DI) pipe and appurtenances corresponding to City of Brentwood design standards (AWWA C151, C110/153, C111).

Fittings are recommended to be Class 350. Joints for the 12-inch or smaller main shall be bell and spigot utilizing unrestrained rubber gaskets (American “Fastite” or US Pipe “Tyton”) and large diameter main shall be bell and spigot utilizing restrained rubber gaskets (American Flex-Ring, US Pipe TR Flex, or McWane/CLOW Super-Lock Pipe). The project will be closely coordinated early in the design phase with the neighborhood, and to minimize service interruptions to the adjacent properties and mitigate any potential traffic impacts to the neighborhood, including the recently opened Issac Montanez Elementary School on Smith Road, during construction.

Depending on the age of the existing mains, replacement with the larger diameter pipe may be preferred over constructing a smaller parallel main because it will minimize the chances for future maintenance issues on the older main due to its age.

In preparation of this proposal, the CSG Team has reviewed the City’s Request for Proposal (RFP), assembled a highly qualified team, and developed viable project solutions. CSG agrees with the City’s project goals to improve distribution system operation and efficiency, provide additional flow capacity and increase water system reliability, by upsizing and recommended design considerations as shown in the key design elements in this proposal. CSG prides itself on preparing PS&E packages that are complete and clearly convey the contract intent, minimizing confusion during bidding and costly changes during construction.

CSG is familiar with the latest American Water Works Association (AWWA) and Department of Drinking Water (DDW) standards for water main installation. A 10’ horizontal and 1’ vertical separation between sanitary sewer and water main and a 4’ horizontal and 1’ vertical separation between storm drain and water main will be maintained. Through careful planning, CSG will minimize impacts of utility upgrades to the project through proper utility conflict resolution and assessment of utility depths.

Scope of Work
Task 1 – Pipeline Assessment / Base Map / Topographic Survey After receipt of Notice to Proceed, CSG will schedule a project kick-off meeting with City staff to review project objectives and concerns and to familiarize ourselves with any project specific issues from the engineering and maintenance staff relative to the area. CSG’s project manager will work closely with City staff and establish a focused and clear schedule of the work activities to be performed. This schedule will not only include the necessary work tasks, but also specify the critical path to meeting the delivery milestones. CSG will confirm the schedule with City and provide updates during the contract period to stay on track. CSG project manager will communicate with City’s staff in writing or phone calls to update the project progress and receive City’s input to the project regularly.

CSG will collect information from the City and the affected utility companies, including Contra Costa Flood Control District, Contra Costa Fire District, PG&E, AT&T and Comcast, etc. to identify existing facilities in the project area. A site visit will be conducted by CSG to evaluate any potential project impacts to the existing improvements, dip and measure all existing water, storm drain and sewer utilities and to review any available Underground Service Alert “USA” markings. The topographic survey will be conducted by CSG’s subconsultant, Quiet River Land Services, Inc. The utility data will be combined on the base sheet drawings, created through use of topographic survey data, GIS base maps and drone imagery to identify potential utility conflicts and any crossings that would potentially impact the water main installation. Potholing may be required depending on potential utility conflicts between the proposed main and existing utilities as an optional service. Actual number of potholes will be determined and performed upon approval by the City.

Page 109 of 276 ends

To Brant Wilson, City of Brentwood

Page 3 ends

FOSTER CITY | PLEASANTON | SAN JOSE | SACRAMENTO | NEWMAN | ORANGE CSG will review the project scope, survey data, existing available drawings, field notes, office files, and inspection reports provided by the City to assess and evaluate the existing water system and useful life of the existing water utilities, identify the suitability of parallel installation and/or replacement, review any available future roadway, sewer and water improvements along Lone Tree Way and O’Hara Avenue, develop design concepts with consideration of roadway space available, right of way constraints, conflicting utilities, hydraulics and geotechnical recommendations. CSG will recommend the optimal replacement measure and cost-effective alternative to upsize water system capacity. CSG will prepare a preliminary design which will demonstrate the optimal rehabilitation measure with an estimated cost.

Utility investigations, ongoing coordination with utility companies, and scheduling of any utility modifications have been identified as key elements and critical path items to secure the project’s construction start date. CSG will take a series of proactive steps which include obtaining facilities maps, initiating discussions with the various utility companies with proposed water line improvements, and obtaining approximate depths of utility mains and services. It is assumed CEQA processing will be the responsibility of others.

Task 1 Deliverables: Project base sheets, Preliminary design with cost estimate, Survey Data, Geotechnical Report
Task 2 – Design (30%, 100% and Final)
CSG will develop 30% and 100% plans using AutoCAD. The plans will include existing utility locations and depths of sewer/storm drain manholes, storm drain inlets and nearby utilities including gas and telecommunication. Plan and profile of water main installation will be shown as well as any traffic control, if needed. The plans will be based on the following table which reflects the types and numbers of anticipated plan sheets (assuming 1”=20’ scale plan sheets):

SHEET DESCRIPTION ESTIMATED SHEETS
Title/General Notes/Key Map 3
Water Improvement Plan and Profile 5
Construction Details 3
BMPs 1
Total 12
Assumption: The number of sheets shown in above table may change based on the final determination during design
PS&E documents will be prepared in accordance with the latest City and AWWA standards. A response matrix will be prepared listing City’s review comments and CSG’s responses to those comments. Agreed upon comments will be incorporated. CSG will review and address comments from the 30% and 100% submittals and prepare and submit Final Plans, Engineer’s Estimate, and Specifications, as a Bid set to the City for approval. The Final Submittal incorporates all previous review comments, technical requirements, right of way information, utility verifications and protection, and any City requirements.

CSG will provide a preliminary cost estimate and an itemized engineer’s cost estimate in Excel for all proposed improvements. The estimates will be detailed with unit prices and quantities for individual line items of work and specified equipment based on the historical costs. Cost estimate details (items and descriptions) will be consistent with bid items and specification sections.

CSG will also provide special technical specifications in Word. It is assumed that general provisions (“front end” boilerplate) will be provided by the City in Microsoft Word document format for a similar type of project. CSG will finalize the plans, technical specifications, and engineer’s estimate for the project. The completion of the final PS&E package will constitute a “Ready to Advertise” condition.

Page 110 of 276 ends

To Brant Wilson, City of Brentwood

Page 4 ends

Task 3 – Bid Support
CSG will assist the City during bidding to respond to Contractors’ questions and Requests for Information (RFIs). CSG will also develop addendums to the bid documents and prepare conform set drawings as needed.

Task 3 Deliverables: RFI responses, addenda, as needed.

Task 4 – Construction Support
CSG will assist the City during construction and provide the following support services:

1. Provide clarifications, as required, of construction documents and respond to Contractor’s Requests for Information (RFIs).

2. Review and approval of sample and material submittals specified in Contract Documents which impact the design.

3. Attend two (2) field meetings/construction observation visits during construction including preconstruction site walk. The specifications will include provisions for the Contractor’s site superintendent to be present for these field meetings.

4. Prepare Record Drawings based on the approved Contractor’s markups. The specifications will include provisions to require the Contractor to prepare plan markups.

Task 4 Deliverables: RFI responses, submittal reviews, and record drawings Schedule
The table below summarizes the tentative project schedule, assuming a two-week City review period.

Task Duration Completion Date
NTP February 25, 2025
Topographic Survey/ Base Mapping 4 weeks March 25
Preliminary Design 3 weeks April 15
City Review 2 weeks April 29
30% Design 4 weeks May 27
City Review 2 weeks June 10
100% Design 5 weeks July 15
City Review 2 weeks July 29
Final Design 2 weeks August 12

Page 111 of 276 ends

To Brant Wilson, City of Brentwood

Page 5 ends

As President of CSG, I am authorized to enter into a contract with the City. We welcome the opportunity to talk with you further. If you have any questions or need additional information regarding this proposal, please contact our Contract Manager, Hatem Ahmed, PE, PMP, at 408.504.8234, or at [email protected].

Sincerely,
Cyrus Kianpour, PE, PLS
President

Page 112 of 276 ends

CSG Engineering Division Hourly Rates
San Francisco Bay Area (Effective July 1, 2024)
CSG Consultants’ services are billed on a time-and-materials basis according to our standard rates, shown below.

PROFESSIONAL ENGINEERING SERVICES
July 1, 2024 – June 30, 2025

ALL INCLUSIVE FEE/ HOURLY
RATE
Administrative Assistant $90
Analyst $150
Construction Inspector $165
Assistant Resident Engineer $195
Assistant Engineer $165
Associate Engineer $200
Associate Surveyor $195
Senior Construction Inspector $185
Senior Engineer $220
Senior Land Surveyor $220
Resident Engineer $240
Structure Representative $240
Senior Project Manager $245
Principal Engineer $270
Senior Principal Engineer $290
Two-Person Survey Crew $395
All hourly rates include overhead costs including, but not limited to, salaries, benefits, workers’ compensation insurance, travel and office expenses. CSG will coordinate the pickup and return of plans between CSG and agency offices. Overtime services and services provided outside of normal business hours will be billed at 1.5x the applicable hourly rate. On July 1 of each year following the contract start year, CSG will initiate a rate increase based on change in CPI for the applicable region. CSG will deliver an invoice every month for services rendered during the previous month.

Exhibit "A-2," Time and Materials Hourly Rate Schedule

Page 113 of 276 ends

CITY COUNCIL AGENDA ITEM NO. F.6
02/11/2025
SUBJECT: Authorize the City Manager to execute a Turnkey Design and Construction Agreement with Schneider Electric Buildings Americas, Inc. for the Fleet Electrification Project, CIP Project No. 337-37265 in the amount of $178,000.

DEPARTMENT: Public Works Department
STAFF: Casey Wichert, Public Works Director
Scott Dempsey, Fleet/Facilities Maintenance Manager
Vatsal Patel, Engineering Manager

TITLE/RECOMMENDATION
Adopt a Resolution approving and authorizing the City Manager or designee to execute a Turnkey Design And Construction Energy Services Agreement (“Agreement”) with Schneider Electric Buildings America, Inc. (“Schneider Electric”) for professional design and construction services with an initial authorization in the amount not to exceed $178,000 for Project Scoping, Grant Finalization, and Design for the Fleet Electrification Project, CIP Project No. 337-37265 (“Project”).

FISCAL IMPACT
If approved, the total cost of the agreement is $178,000, funding for which is included in the amended 2024/25 – 2028/29 Capital Improvement Program (“CIP”) which includes the Project.

The City was awarded $3,218,000 in grant funding from the Bay Area Air Quality Management District (“BAAQMD”) for design and construction of electric vehicle charging infrastructure and this project is funded by the BAAQMD grant.

BACKGROUND
In September 2020, the State of California (“State”), by Executive Order N-79-20, set the goal that 100 percent of in-state sales of new passenger cars and trucks will be zero-emission by 2035, as well as medium and heavy-duty trucks by 2045 for all operations where feasible. In November 2021, the State signed the Under2 Climate Coalitions Zero Emissions Vehicles (“ZEV”) Pledge for Public Fleets that sets

Page 114 of 276 ends

CITY COUNCIL AGENDA ITEM NO. F.6
02/11/2025
aggressive goals to transition fleet composition where feasible to 100 percent for ZEV’s by 2030. These regulations necessitate the design and installation of charging stations and other related infrastructure at City facilities for the charging of electric or plug-in hybrid fleet vehicles.

Therefore, the City Council approved the Project as part of the adopted 2024/25 – 2028/29 Capital Improvement Program.

In June 2024, BAAQMD began a grant funding program (“Grant”) through a competitive solicitation for electric charging infrastructure projects to support medium and heavy-duty on-road vehicles, off-road equipment, marine vessels, and locomotives.

The Grant was available for the installation of new, or the expansion of existing public and non-publicly accessible electric chargers and infrastructure as well as the installation and operation of permanent electric infrastructure (“Chargers”) to support the adoption of zero-emission vehicles and equipment within the Bay Area.

Staff submitted an application for the installation of new non-publicly accessible Chargers at the City’s Municipal Services Center for fleet vehicles. BAAQMD approved the Project at its Board Meeting on December 4, 2024, approved the award of incentive funding for the City’s project, and authorized its Executive Officer to enter into a grant agreement with the City at its Board Meeting on December 11, 2024.

The original Project was planned to phase in infrastructure with some charging stations installed in the first year and expand with additional charging stations in future years as electric vehicles become available and existing fleet is replaced.

However, staff is recommending amending the Project scope and budget to complete all improvements in two fiscal years as opposed the five year period that was previously proposed. With the $3,218,000 in funding awarded by BAAQMD, the Project would tentatively include all infrastructure needed for fifty (50) charging stations and a solar carport.

On January 14, 2025, at its meeting, the City Council adopted a Resolution approving and authorizing the City Manager or designee to enter into a grant agreement with BAAQMD as well as amending the Project budget to accept the Grant.

Now, staff seeks to enter into an Agreement with Schneider Electric for the Project to provide professional services including, project scoping, grant finalization, design,

Page 115 of 276 ends

CITY COUNCIL AGENDA ITEM NO. F.6
02/11/2025
and construction services aimed at improving energy efficiency, lowering operating costs, and reducing environmental impact.

The Project will be divided into two phases: 1. Project Scoping, Grant Finalization and Design; and 2. Construction.

1. The Project Scoping, Grant Finalization, and Design Phase: Schneider Electric will review the grant, ensure it fits the Project goals, and also look for additional funding sources, including PG&E’s Electric Vehicle (“EV”) Fleet Program. In conjunction with City staff, Schneider Electric will finalize the design of the Project. Cost for this phase is $178,000.

2. The Construction Phase: Schneider Electric will prepare a fixed-firm cost of the construction phase price that will be presented to the City Council for approval.

The Project is structured under the California Government Code Section 4217.10 et seq., which allows municipalities to engage in energy conservation projects when it is in the best interest of the City.

Key Phases of the Project:

Project Scoping/Grant Finalization/Design
Under this Agreement, Schneider Electric will conduct a thorough review of the Grant to confirm requested Project scope and funding still matches City’s goals.

Additionally, Schneider Electric will assist in looking for other funding sources which would allow the Project to include EV infrastructure at the Police Station, and create more savings and benefits.

Upon completion of the Project scoping phase, Schneider Electric will submit a memo that outlines recommended energy conservation measures and associated cost savings projections.

Following the City’s approval of the final Project scope, Schneider Electric will proceed with the Project design. The design will include the preparation of detailed engineering plans, including specifications for the chargers and associated infrastructure.

Schneider Electric will:
• Provide a design with several energy conservation options tailored to the City’s specific needs;

Page 116 of 276 ends

CITY COUNCIL AGENDA ITEM NO. F.6
02/11/2025
• Present energy-saving projections and financial payback analyses for each option; and
• Work closely with City staff to ensure designs align with operational goals and community priorities.

Construction Phase
Once the City approves the final design, the City will return to City Council for amending the Agreement, issuing a Construction Notice to Proceed, authorizing Schneider Electric to initiate the construction phase of the Project.

Schneider Electric will install new clean energy systems, which may include:
• Electric vehicle charging systems; and
• Installation of solar photovoltaic (“PV”) arrays and battery systems to offset new electricity charges.

Schneider Electric will perform all construction activities, ensuring minimal disruption to City operations. The construction will be scheduled and coordinated to avoid impacts on public services and facility use. Schneider Electric will also assist in closeout of the Project.

Projected Savings:

The projected savings come from switching from gas powered vehicles to EVs.

Electricity is naturally a more efficient fuel type than gasoline. PG&E offers favorable electricity rates for commercial fleets, as long as EV charging is not done during peak electricity usage, between 4:00 p.m. and 8:00 p.m. The City is planning to charge their EV fleet with the help of a Charge Management System, ensuring charging is done overnight during the off-peak hours. Additionally, EV charging will be offset by solar PV arrays, further reducing the associated electricity costs. EVs also have significantly less Operations & Maintenance (“O&M”) costs compared to Internal Combustion Engines (“ICE”).

California Government Code Section 4217.10-18 requires the Project cost must be paid from the associated Project savings over time. The attached Project Savings Findings confirm this requirement is met.

Public Hearing:

On January 14, 2025, at its meeting, the City Council conducted a Public Hearing and adopted Resolution 2025-06 making certain findings pursuant to Government Code Section 4217.10 et. seq. related to the Agreement for the Project.

Page 117 of 276 ends

CITY COUNCIL AGENDA ITEM NO. F.6
02/11/2025
Therefore, staff recommends adopting a Resolution approving and authorizing the City Manager or designee to execute an Agreement with Schneider Electric to provide professional services including project scoping, grant finalization, and design in the amount not to exceed $178,000 for the Project.

CITY COUNCIL STRATEGIC INITIATIVE
Not Applicable.

PREVIOUS ACTION
Previous Action by the City Council is included on Attachment 1

DATE OF NOTICE
Not Applicable.

ENVIRONMENTAL DETERMINATION
Not Applicable.

ALTERNATIVE OPTION(S)

1. Do not approve staff’s recommendation.

2. Modify staff’s recommendation based on legally defensible findings.

ATTACHMENT(S)

1. Previous Action

2. Resolution

3. Turnkey Design and Construction Energy Services Agreement with Schneider Electric Buildings America, Inc.

Page 118 of 276 ends

On May 28, 2024, by Resolution No. 2024-56, the City Council adopted the 2024/25 – 2028/29 Capital Improvement Program, which includes Fleet Electrification Project, CIP Project No. 337-37265 (“Project”).

On January 14, 2025, at its meeting, the City Council adopted a Resolution approving and authorizing the City Manager or designee to enter into a grant agreement with Bay Area Air Quality Management District as well as amending the Project budget to accept the grant; and amended the funding source from the Enterprise and General Fund to the Other Grants Fund, increasing the total Project budget to match the grant award of $3,218,000. Further, the City Council conducted a Public Hearing and adopted a Resolution 2025-06 making certain findings pursuant to Government Code Section 4217.10 et. seq. related to the Turnkey Design and Construction Energy Services Agreement for the Project.

Page 119 of 276 ends

RESOLUTION NO. 2025-XX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

BRENTWOOD APPROVING AND AUTHORIZING THE CITY

MANAGER OR DESIGNEE TO EXECUTE A TURNKEY DESIGN AND
CONSTRUCTION AGREEMENT (“AGREEMENT”) WITH
SCHNEIDER ELECTRIC BUILDINGS AMERICA, INC.
(“SCHNEIDER ELECTRIC”) IN THE AMOUNT NOT TO EXCEED
$178,000 TO PROVIDE PROFESSIONAL SERVICES FOR THE
FLEET ELECTRIFICATION PROJECT, CIP PROJECT NO. 337-
37265 (“PROJECT”)
WHEREAS, in September 2020, the State of California (“State”), by Executive Order N-79-20, set the goal that 100 percent of in-state sales of new passenger cars and trucks will be zero-emission by 2035, as well as medium and heavy-duty trucks by 2045 for all operations where feasible; and
WHEREAS, in November 2021, the State signed the Under2 Climate Coalitions Zero Emissions Vehicles (“ZEV”) Pledge for Public Fleets that sets aggressive goals to transition fleet composition where feasible to 100 percent for ZEV’s by 2030; and WHEREAS, these regulations necessitate the design and installation of charging stations and other related infrastructure at City facilities for the charging of electric or plug-in hybrid fleet vehicles; and
WHEREAS, in June 2024, Bay Area Air Quality Management District (“BAAQMD”) began a grant funding program through a competitive solicitation for electric charging infrastructure projects to support medium and heavy-duty on-road vehicles, off-road equipment, marine vessels, and locomotives; and WHEREAS, staff submitted an application for the installation of new nonpublicly accessible chargers at the City’s Municipal Services Center for fleet vehicles; and
WHEREAS, BAAQMD approved the Project at its Board Meeting on December 4, 2024, approved the award of incentive funding for projects, and authorized the Executive Officer to enter into a grant agreement with applicant for projects at its Board Meeting on December 11, 2024; and
WHEREAS, the City Council previously amended and approved the Project as part of the adopted 2024/25 – 2028/29 Capital Improvement Program; and WHEREAS, on January 14, 2025, through Resolution No. 2025-01, the City Council amended the Project budget to change the funding source from the Enterprise and General Fund to the Other Grants Fund, increasing the total Project budget to match the grant award of $3,218,000; and

Page 120 of 276 ends

Page 2 of 2 ends

WHEREAS, further on January 14, 2025, the City Council also adopted a Resolution approving and authorizing the City Manager or designee to enter into a grant agreement with BAAQMD; and
WHEREAS, staff now seeks to enter into an Agreement with Schneider Electric for the Project to provide professional services including, project scoping, grant finalization, design, and construction services aimed at improving energy efficiency, lowering operating costs, and reducing environmental impact; and WHEREAS, the Project will be divided into two phases and staff is requesting City Council approve an agreement in the amount not to exceed $178,000 for Project scoping, grant finalization, and design; and
WHEREAS, the Project is structured under the California Government Code Section 4217.10 et seq., which allows municipalities to engage in energy conservation projects when it is in the best interest of the City; and WHEREAS, pursuant to California Government Code Section 4217.12 and based on the Project Savings Findings, the City has determined that the Project will result in significant cost savings to the City and that the cost of the energy conservation measures of the Project will meet the requirements for overall energy savings required by these statues; and
WHEREAS, the Project Savings Findings, a copy of which is on file with the Public Works Department, demonstrates compliance with the requirements of Government Code section 4217.10, et seq., and is incorporated herein by this reference; and
WHEREAS, a public hearing notice was issued two weeks in advance of the City Council meeting on December 20, 2024, as required by Government Code Section 4217.12; and
WHEREAS, on January 14, 2025, the City Council also conducted a public hearing and adopted Resolution 2025-06, making certain findings pursuant to Government Code Section 4217.10 et. seq related to the Agreement for the Project.

NOW, THEREFORE BE IT RESOLVED that the city council of the city of Brentwood does hereby approve and authorize the City Manager or designee to execute a turnkey design and construction agreement with Schneider Electric Buildings America, Inc. in the amount not to exceed $178,000 to provide professional services for the Fleet Electrification Project, CIP Project No. 337-37265.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at a regular meeting held on the 11th day of February 2025 by the following vote:

Page 121 of 276 ends

Form Last Updated: August 2021 1 Design and Construction Agreement

AGREEMENT FOR TURNKEY DESIGN AND CONSTRUCTION ENERGY SERVICES This Agreement for Turnkey Design and Construction Energy Services (“Agreement”) is made effective as of January ___, 2025 (“Effective Date”) by and between the City of Brentwood, a California Municipality (“Public Agency”), and Schneider Electric Buildings Americas, Inc., a Delaware corporation (“Design/Builder””). Public Agency and Design/Builder may be referred to herein as the “Parties”, collectively, and each, individually, as a “Party”.

RECITALS
WHEREAS, Design/Builder is a full-service energy service contractor with the qualifications and technical capabilities to provide the design and construction services described herein; WHEREAS, Public Agency wishes to engage Design/Builder, pursuant to the terms and conditions of this “turnkey” Agreement, to design and construct a Project (defined below) for purposes of implementing certain “energy conservation facilities”, as such term is used and defined in California Government Code Section 4217.10 et seq.;
WHEREAS, this Agreement constitutes an “energy service contract” within the meaning of California Government Code Section 4217.10 et seq.;
WHEREAS, California Government Code Section 4217.10 et seq. (i) authorizes public agencies to enter into energy service contracts that satisfy the requirements of California Government Code Section 4217.12, (ii) allows public agencies to award such energy services contracts on the basis of the experience of the contractor, the type of technology employed by the contractor, the cost to the public agency, and any other relevant considerations, and (iii) expressly provides public agencies with the greatest possible flexibility in structuring such energy service contracts so that economic benefits may be maximized and financing and other costs associated with the design and construction of alternate energy projects may be minimized; and WHEREAS, having considered the foregoing, Public Agency’s Governing Body has determined that the Project satisfies the requirements of California Government Code Section 4217.12 and has further determined, at a regularly scheduled public hearing of which public notice was given at least two weeks in advance, that the terms of this Agreement are in the best interests of the Public Agency.

NOW, THEREFORE, in consideration of the foregoing and of the respective rights and obligations of the Parties set forth herein, the Parties hereby agree as follows:

ARTICLE 0

DEFINITIONS

0.1. “Applicable Law” shall mean any applicable federal, California state or local law, constitution, treaty, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement lawfully enacted, adopted, promulgated or applied by a Governmental Authority.

0.2. “Change Order” shall mean a written modification to the Agreement or any Contract Document, duly executed by Public Agency and Design/Builder, authorizing a change in the scope of the Work, the time for completion of any Work, and/or the compensation payable to Design/Builder in consideration for performance of any Work hereunder.

Page 122 of 276 ends

Form Last Updated: August 2021 2 Design and Construction Agreement

0.3. “Construction Amendment” shall mean an Amendment and Notice to Proceed with the Construction Phase in substantially the form reviewed by Public Agency prior to execution of this Agreement, together with all exhibits, schedules, and/or documents attached thereto and/or expressly incorporated by reference therein, including, without limitation and as applicable, each of the Exhibits to the Construction Amendment listed below. Effective as of the Construction Amendment Effective Date, the Construction Amendment (inclusive of all exhibits, schedules, and/or documents attached thereto and/or expressly incorporated by reference therein) shall become part of this Agreement and shall modify and supersede any conflicting provisions hereof. a. The Construction Amendment shall include the following Exhibits:
i. Exhibit D: Scope of Construction Work
ii. Exhibit E: Preliminary Construction Schedule
iii. Exhibit F: Project Fee

0.4. “Construction Amendment Effective Date” shall mean the date on which the Construction Amendment is duly executed by both Parties.

0.5. “Construction Phase” shall mean the portion of the Project commencing as of the Construction Amendment Effective Date and concluding upon final completion of the Project.

0.6. “Construction Schedule” shall mean the Preliminary Construction Schedule attached to the Construction Amendment as Exhibit E, as updated and/or modified from time to time in accordance with this Agreement.

0.7. “Construction Work” shall mean all labor, equipment, materials and goods necessary to complete the Scope of Construction Work set forth on Exhibit D to the Construction Amendment.

0.8. “Contract Documents” shall mean, collectively, this Agreement and all schedules, exhibits, and/or documents attached hereto and/or expressly incorporated by reference herein, each as the same may be amended, modified or supplemented from time to time in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, the following Exhibits are hereby expressly incorporated by reference into the Agreement, subject to the terms and conditions hereof:
a. Exhibits to the Agreement:
i. Exhibit A: Scope of Design Work
ii. Exhibit B: Preliminary Design Schedule
iii. Exhibit C: Design Fee
b. Construction Amendment (effective as of the Construction Amendment Effective Date)

0.9. “Design/Builder” shall have the meaning set forth in the introductory paragraph to this Agreement.

Design/Builder may occasionally be referred to as “DESIGN/BUILDER” in the Contract Documents.

0.10. “Design Fee” shall mean the dollar amount set forth on Exhibit C attached hereto, which shall be payable to Design/Builder as compensation for the Design Work if Public Agency terminates this Agreement prior to the Construction Amendment Effective Date in accordance with Section 1.4.1 hereof.

0.11. “Design Phase” shall mean the portion of the Project commencing as of the Effective Date of this Agreement and concluding immediately prior to the Construction Amendment Effective Date.

Page 123 of 276 ends

Form Last Updated: August 2021 3 Design and Construction Agreement

0.12. “Design Work” shall mean all labor, equipment, materials and goods necessary to complete the Scope of Design Work set forth on Exhibit A to this Agreement.

0.13. “Facilities” shall mean Public Agency facilities listed under Section 3 of Exhibit A, and any additional facilities added by written agreement of the Parties.

0.14. “Final Completion” means that Substantial Completion of the Project has been achieved and all minor adjustments and/or corrections (“Punch List Items”) have been completed.

0.15. “Governing Body” means the City Council of the City of Brentwood.

0.16. “Governmental Authority” shall mean any nation, government, state or political subdivision thereof, and any entity lawfully exercising executive, legislative, judicial, regulatory or administrative powers on behalf of any of the foregoing.

0.17. “Project” shall mean the improvement to Public Agency’s Facilities to be designed and constructed by Design/Builder in accordance with and subject to the terms and conditions of this Agreement, as more specifically set forth on Exhibit A (Scope of Design Work) and Exhibit D (Scope of Construction Work) hereto.

For the avoidance of doubt, notwithstanding the original scope of the Project as contemplated by Exhibit A, the Scope of Construction Work attached as Exhibit D and approved by Public Agency upon execution of the Construction Amendment shall represent the entirety of the intended and agreed upon scope for the Project.

0.18. “Project Fee” shall mean total dollar amount payable to Design/Builder under the Agreement as compensation for Design/Builder’s performance of the Work, inclusive of the Design Fee. The Project Fee shall be determined at the conclusion of the Design Phase and shall be set forth on Exhibit F to the Construction Amendment.

0.19. “Project Proposal” shall have the meaning set forth in Section 2.B. of Exhibit A.

0.20. “Project Site” or “Site” shall mean Public Agency property on or at which the Work is to be performed, specifically including Public Agency Facilities.

0.21. “Public Agency” shall have the meaning set forth in the introductory paragraph to this Agreement.

Public Agency may occasionally be referred to as “Customer” in the Contract Documents.

0.22. “Substantial Completion" shall mean, with respect to the entirety of the Construction Work or any portion thereof, the point at which such Work has been completed in accordance with the Contract Documents, except for minor items, adjustments and/or corrections, such that it is operational and fit for use by Public Agency in accordance with the requirements of the approved Project Schedule.

0.23. “Work” shall mean the Design Work and the Construction Work, collectively.

Page 124 of 276 ends

Form Last Updated: August 2021 4 Design and Construction Agreement ARTICLE 1

DESIGN PHASE OF THE PROJECT
Section 1.1. Scope of Design Work. The scope of the design services to be performed by Design/Builder under this Agreement is described in Exhibit A attached hereto (the “Scope of Design Work”).

Section 1.2. Design Schedule. The “Preliminary Design Schedule” attached hereto as Exhibit B sets forth a preliminary schedule for the Design Phase milestones.

Section 1.3. Project Proposal. At or prior to the Design Completion Meeting described in Exhibit A, Design/Builder shall provide Public Agency with a proposal setting forth a proposed Scope of Construction Work, a proposed Project Fee, and any other information required to be included therein pursuant to Exhibit A (the “Project Proposal”). Unless the Project Proposal states otherwise, the pricing set forth in the Project Proposal will remain valid for ninety (90) days from the date of the Project Proposal (the “Project Proposal Date”).

Section 1.4. Option to Terminate Agreement or Proceed into Construction Phase. Within ninety (90) days of the Project Proposal Date, Public Agency shall either (i) terminate this Agreement pursuant to Section

1.4.1 below, or (ii) execute the Construction Amendment in accordance with Section 1.4.2 below.

1.4.1. Early Termination and Payment of Design Fee. If Public Agency does not wish to proceed into the Construction Phase on substantially the terms set forth in Design/Builder’s Project Proposal, Public Agency may terminate this Agreement for convenience immediately upon providing Design/Builder with written notice of termination and payment in full for the Design Fee.

1.4.2. Execution of Construction Amendment. If Public Agency does wish to proceed with the Construction Phase on substantially the terms set forth in Design/Builder’s Project Proposal, the Parties shall finalize and execute a Construction Amendment reflecting substantially the terms set forth in Design/Builder’s Project Proposal and any negotiated revisions thereto. In such event, the Design Fee and any additional costs incurred by Design/Builder in the performance of the Design Work shall be rolled into and included in the Project Fee, and such total amount shall be payable in accordance with the provisions of Section 2.4.

Section 1.5. Site Investigation. In performing the Design Work, Design/Builder shall exercise reasonable due diligence to understand the nature, location and extent of the Project, and it shall investigate the general and local conditions which are applicable to the Project Site, such as physical conditions at the Project Site, the conditions of the ground at the Project Site, and the character of equipment and materials needed for the performance of the Work at the Project Site (the “Site Investigation”).

Section 1.6. Public Agency Information. In order to facilitate the Design Work and to assist Design/Builder in recommending an appropriate Scope of Construction Work, Public Agency is responsible for providing Design/Builder with all such access, knowledge and history as may be relevant to Design/Builder’s analysis and/or design, including, without limitation, with respect to Public Agency’s Facilities, systems, and equipment, as well as its accounting, maintenance, and operation practices. Public Agency is required to disclose all known or suspected deficiencies, defects and malfunctions of or affecting the Facilities, systems, equipment and components thereof, as well as any site conditions that should be considered in planning and executing the construction services. Public Agency responsibilities are set forth in further detail on Exhibit A.

Page 125 of 276 ends

Form Last Updated: August 2021 5 Design and Construction Agreement ARTICLE 2

CONSTRUCTION PHASE OF THE PROJECT
Section 2.1. Commencement of Construction Phase.

2.1.1. Execution of Construction Amendment Serves as Notice to Proceed. The Notice to Proceed after the award of the Construction Amendment by the City Council shall serve as the Public Agency’s notice to Design/Builder to commence the Construction Work. The Notice to Proceed shall be issued within fourteen (14) calendar days the day after the City Council’s approval of the Construction Amendment.

2.1.2. Payment and Performance Bonds. Promptly following the Construction Amendment Effective Date and before commencing the Construction Work, Design/Builder shall provide payment and performance bonds, each for an amount equal to 100% of the Project Fee. The form of the bonds shall be in accordance with the forms attached to Schedule I. Notwithstanding any provision to the contrary herein, any performance bonds and payment bonds provided in connection with this Agreement guarantee only the performance of the Construction Work and the payment of any Subcontractors engaged by Design/Builder in connection therewith, respectively, and shall not be construed to guarantee the performance of: (1) any efficiency or energy savings guarantees (if applicable pursuant to Section 2.5 hereof), (2) any support or maintenance services, or (3) any other guarantees, warranties or covenants with terms beyond one (1) year in duration from the Date of Substantial Completion.

Section 2.2. Scope of Work. The scope of the construction services to be performed by Design/Builder pursuant to this Agreement (the “Scope of Construction Work”) shall be determined at the conclusion of the Design Phase and set forth on Exhibit D to the Construction Amendment.

Section 2.3. Construction Schedule.

2.3.1. Construction Time. The scheduled date of Substantial Completion of the Construction Work (the “Completion Date”) and any applicable milestone dates shall be determined at the conclusion of the Design Phase and shall be set forth in the “Preliminary Construction Schedule” attached to the Construction Amendment as Exhibit E.

2.3.2. Substantial Completion. Upon Substantial Completion of the Construction Work (or any portion thereof, as appropriate), Design/Builder will issue to Public Agency a “Letter of Substantial Completion” with respect to such substantially complete Work (or portion thereof). The date on which Design/Builder issues any such Letter of Substantial Completion shall be the “Date of Substantial Completion” with respect to the applicable Work.

2.3.3. Liquidated Damages.

(a) Reverse Liquidated Damages Due to Unreasonable Public Agency Delay.

In compliance with the provisions of California Public Contract Code section 7102, the Design/Builder will be compensated for damages incurred due to delays in completing the Work due solely to the fault of the Public Agency, where such delay is unreasonable under the circumstances and not contemplated by the Parties and such delay is not the result of Additional Work. The Design/Builder and Public Agency agree that determining actual damages is impracticable and extremely difficult. As such, the Design/Builder shall be entitled to the appropriate time extension and to payment of liquidated damages in the final daily value

Page 126 of 276 ends

Form Last Updated: August 2021 6 Design and Construction Agreement to be established in Construction Amendment per Day of delay in excess of the time specified for the Completion of the Work. Such amount shall constitute the only payment allowed and shall necessarily include all overhead (direct or indirect), all profit, all administrative costs, all bond costs, all labor, materials, equipment and rental costs, and any other costs, expenses and fees incurred or sustained as a result of such delay. The DESIGN/BUILDER expressly agrees to be limited solely to the liquidated damages for all such delays as defined in this subsection.
(b) Liquidated Damages Due to DESIGN/BUILDER Delay.

Time is of the essence. Should DESIGN/BUILDER fail to complete all or any part of the Work within the time specified in the Construction Amendment and other contract documents, Public Agency will suffer damage, the amount of which is difficult, if not impossible, to ascertain and, pursuant to the authority of Government Code section 53069.85, Public Agency shall therefore be entitled to the final daily value to be established in Construction Amendment per Day as liquidated damages for each Day or part thereof that Substantial Completion extends beyond the time specified in the Construction Amendment. Liquidated damages may be deducted from progress payments due DESIGN/BUILDER, Project retention, or may be collected directly from DESIGN/BUILDER, or from DESIGN/BUILDER’s surety. These provisions for liquidated damages shall not prevent Public Agency, in case of DESIGN/BUILDER’s default, from terminating the DESIGN/BUILDER.

2.3.4. Delays. If Design/Builder’s progress on the Project is at any point delayed due to changes in the requested scope of Work, labor disputes, fire, unusual delay in deliveries, abnormally severe weather conditions, unavoidable casualties, epidemic or pandemic conditions, quarantine restrictions, and/or any other causes which are beyond the reasonable control of Design/Builder, then the Parties agree to execute a Change Order reflecting an equitable extension of time. In the event of any suspension or delay due to the acts or omissions of Public Agency or due to Public Agency’s instructions to stop Work by no fault of Design/Builder: (i) all affected dates and milestones shall be extended to reflect such period of interruption; and (ii) the Project Fee shall be equitably adjusted to cover Design/Builder’s costs of demobilization, delay and remobilization related to such suspension or delay (provided, however, that Design/Builder shall cooperate with Public Agency, to the extent commercially reasonable, in mitigating such costs). If such suspension or delay continues for more than ninety (90) consecutive days, through no act or fault of Design/Builder, Design/Builder may terminate this Agreement in accordance with Article 5.

Section 2.4. Compensation, Invoicing and Payment.

2.4.1. Project Fee. The Project Fee shall be determined at the conclusion of the Design Phase and shall be set forth on Exhibit F to the Construction Amendment. The Project Fee is inclusive of, and not in addition to, the Design Fee.

2.4.2. Schedule of Values. Design/Builder will develop a schedule delineating the items to be completed pursuant to the Scope of Construction Work (the “Schedule of Values”) and shall endeavor to provide such Schedule of Values to Public Agency within ten (10) days of the Construction Amendment Effective Date.

2.4.3. Project Mobilization Invoice and Payment. Within one (1) month of the Construction Amendment Effective Date, Public Agency shall make payment to Design/Builder for Project mobilization and other expenses incurred to date (“Project Mobilization Payment”) in an amount that shall be mutually negotiated and agreed upon and in no circumstances shall the Project Mobilization Payment be less than ten percent of, or exceed twenty percent (20%) of, the Project Fee. Such Project mobilization and other expenses may include, without limitation, the Design

Page 127 of 276 ends

Form Last Updated: August 2021 7 Design and Construction Agreement Fee and any design, engineering and/or development expenses incurred in connection with the Project, expenses relating to procurement of equipment, materials, and/or bonds, and any other Project start-up and mobilization expenses incurred to date.

2.4.4. Design/Builder Invoices. Beginning on the date that is two (2) months following the Construction Amendment Effective Date, Design/Builder shall provide monthly invoices to Public Agency seeking payment for the Work performed in the prior month (based on the percentage completion of items delineated on the Schedule of Values).

2.4.5. Payment. Payment is due within thirty (30) days of the date of each invoice. If any payment is over thirty (30) days late from the due date stated on the invoice, Design/Builder may impose a penalty of one percent (1%) of the amount(s) owed for each month overdue. If applicable, Public Agency’s payments may be made from an escrow account set up in accordance with Public Agency’s financing arrangement, in which case Public Agency shall be responsible for forwarding Design/Builder’s invoices to the escrow agent and for authorizing and directing the escrow agent to timely release the invoiced amounts to Design/Builder.

2.4.6. Final Payment and Release of Liens. Final payment shall not become due until Design/Builder has delivered to Public Agency a conditional release of all liens arising out of this Agreement, covering all labor, materials, and equipment for which a lien could be filed, or a bond satisfactory to Public Agency to indemnify Public Agency against such lien. The making of final payment shall constitute a waiver of claims by Public Agency except those arising from (1) unresolved liens, security interests or encumbrances arising out of the Agreement, (2) Design/Builder’s failure to perform the Construction Work in substantial compliance with the requirements of the Contract Documents, and (3) any warranties required by the Contract Documents.

2.4.7. Retention. Following payment of the Project Mobilization Payment, which shall not be subject to any retention, Public Agency may retain five percent (5%) of each monthly progress payment (the “Amounts Retained”). The Amounts Retained with respect to a given portion of the Work shall be released to Design/Builder within thirty (30) days of the Date of Substantial Completion of such portion of the Work, and any Amounts Retained remaining upon Substantial Completion of the Project shall be released to Design/Builder with the final payment.

Section 2.5. Performance Guarantees. If Design/Builder is providing any efficiency or energy savings guarantees upon completion of the Construction Work, the terms of such efficiency or energy savings guarantees shall be set forth and/or incorporated in the Construction Amendment and the applicable Exhibits thereto. If no such terms are set forth and/or incorporated in the Construction Amendment and the applicable Exhibits thereto, then no efficiency or energy savings guarantees are being made by Design/Builder in connection with this Agreement.

ARTICLE 3

PERFORMANCE OF THE WORK
Section 3.1. Standard of Performance. Design/Builder represents and warrants that it has the professional skill, knowledge and experience necessary to perform and complete the Project in a timely and competent manner. Design/Builder shall perform, or cause to be performed, the Project using at least such degree of care as is reasonably expected of professionals providing similar services to Public Agencies within the State of California in similar circumstances (and considering Public Agency’s goals and any financial or other constraints or parameters made known to Design/Builder before or after the Effective Date).

Page 128 of 276 ends

Form Last Updated: August 2021 8 Design and Construction Agreement Section 3.2. Licenses. Design/Builder represents and warrants that it currently has or shall timely obtain, and that it shall maintain, all licenses, permits, qualifications and approvals of whatever nature as are legally required to permit Design/Builder to perform the Work. Design/Builder must obtain a business license from Public Agency within 10 days of the Construction Amendment Effective Date. Subcontractors must also obtain a business license from Public Agency before performing any Work.

Section 3.3. Regular Working Hours. Except as Public Agency, in its sole discretion, may otherwise agree, Design/Builder shall perform such portions of the Work as are to occur at or in Public Agency’s Facilities only: (i) on weekdays (i.e., any day, Monday through Friday, inclusive); and (ii) commencing at or after such time, and ending by or prior to such time, as may be specified in either an applicable local ordinance or any “Mitigation Monitoring Plan” adopted by Public Agency pursuant to the California Environmental Quality Act and made available to Design/Builder, whichever is more restrictive.

Section 3.4. Employees and Subcontractors.

3.4.1. Design/Builder’s Subcontractors. Design/Builder may use one or more subcontractors (each, a “Subcontractor”) to perform any portion(s) of the Project as Design/Builder may deem appropriate; provided, however, that Design/Builder shall remain ultimately responsible for the performance of its obligations under this Agreement. Design/Builder shall ensure that all of its Subcontractors have the skill, knowledge and experience necessary to perform the services assigned to them, and shall further ensure that each of its Subcontractors holds all licenses legally required for the practice of its profession. Except as otherwise set forth in the Construction Amendment, Design/Builder shall develop lists of possible bidders to solicit bids for any work package(s)/subcontracts potentially contemplate. It shall be the responsibility of Design/Builder to contact potential bidders to develop a sufficient pool of bidders.

3.4.2. Design/Builder’s Employees. The employees of Design/Builder shall at all times be under Design/Builder's exclusive direction and control on the Project. Design/Builder shall pay all wages, salaries, and other amounts due to such personnel in connection with their performance of services under this Agreement, as required by law. Design/Builder shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, federal and state income tax withholdings, unemployment insurance, and workers' compensation insurance. Design/Builder shall employ only competent workers for performance of the services and shall not employ any person who is unfit or unskilled in the Work assigned to him or her.

3.4.3. Supervision by Design/Builder. Design/Builder shall at all times enforce strict discipline and good order among its Subcontractors and employees performing any portion(s) of the services.

At Public Agency’s request, Design/Builder shall remove from the Project and Project Site(s) any person, regardless of whether employed by the Design/Builder or any Subcontractor, who is not performing the services in a competent manner or who is a threat to the safety of persons or the Project, and Design/Builder shall not thereafter permit any such person to perform any of the services or to be present on or at the Project Site(s). In addition, during the course of performing the Construction Work, Design/Builder shall have an experienced and competent superintendent (and any necessary assistants) present on the Project Site(s) to supervise the construction services and Design/Builder’s employees and Subcontractors on the Project.

3.4.4. Prohibition Against Unlawful Discrimination. Design/Builder represents and warrants that it is an equal opportunity employer and agrees that it shall not discriminate in violation of any applicable federal, state, or other law, rule or regulation, including, but not limited, to discrimination against any employee or applicant for employment on account of such person's race, religion,

Page 129 of 276 ends

Brentwood City CouncilFebruary 11, 2025

Brentwood City Council
February 11, 2025