Agenda — Hillsborough City Council, June 12, 2023 (part 2 of 2)

FISCAL IMPACT: It is recommended that funding be allocated from the approved budget for the Priority Basins Inflow & Infiltration Program (#701) with a 10% contingency in the amount of $118,296 allocated for use if needed, for a total allocation of $201,256.00. Sufficient funding remains in the budget for this project.

ENVIRONMENTAL ISSUES: This project is exempt from the California Environmental Quality Act (CEQA) per Section 15301 of the California Code of Regulations.

ATTACHMENTS: Resolution
PREPARED BY: Paul Willis, Director of Public Works
RECOMMENDATION: Adopt the resolution awarding to and authorizing the City Manager to execute the contract with D’Arcy & Harty Construction, Inc. for the Robinwood Lane Sanitary Sewer Rehabilitation and Replacement Project in the amount of $ 182,960.00 with a 10% contingency in the amount of $18,296.00 if needed, for a total construction budget of $201,256.00. -152-
RESOLUTION NO. 23-

RESOLUTION OF THE CITY COUNCIL OF THE TOWN OF HILLSBOROUGH

AWARDING TO AND AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH D’ARCY & HARTY CONSTRUCTION, INC. FOR THE

ROBINWOOD LANE SANITARY SEWER REHABILITATION AND REPLACEMENT PROJECT IN THE AMOUNT OF $182,960.00 WITH 10% CONTINGENCY FOR A TOTAL PROJECT BUDGET OF $201,256.00 PURSUANT TO CEQA GUIDELINE 15301
WHEREAS, the Town of Hillsborough (“Town”) maintains the Town’s sanitary sewer system; and
WHEREAS, the sewer main running down from 270 Robinwood Lane to the intersection of Robinwood and Hayne Road was evaluated, identified and slated for replacement in advance of the upcoming 2023 Street Resurfacing project; and
WHEREAS, plans and specifications have been developed for improvements to the Town’s sanitary sewer system to repair the deficient pipe segments; and WHEREAS, an Invitation for Bids was advertised, and five bids were received and opened by the Town on May 10, 2023; and
WHEREAS, staff evaluated the lowest bid received from D’Arcy & Harty Construction, Inc. and found the bid and the firm to be in order and acceptable; and WHEREAS, funding for this project will be allocated from the Priority Basins Inflow & Infiltration Program (CIP #701).

NOW, THEREFORE, BE IT RESOLVED that the City Council of the Town of Hillsborough hereby awards to and authorizes the City Manager to execute a contract with D’Arcy & Harty Construction Inc. for the Robinwood Lane Sanitary Sewer Rehabilitation and Replacement Project in the amount of $182,960.00 with a 10% Town owned and controlled contingency in the amount of $18,296.00, allocating funds from the budget established for the Priority Basins Inflow & Infiltration Program, CIP #606.47, for a total project budget of $201,256.00.

Mayor of the Town of Hillsborough
Attest: City Clerk
This resolution was adopted by the City Council of the Town of Hillsborough at its regular meeting held on the 12th day of June 2023, by the following vote of the members thereof:
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AYES: Councilmembers
NOES: Councilmembers
ABSENT: Councilmembers
ABSTAIN: Councilmembers
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TOWN OF HILLSBOROUGH
Department of Public Works
1600 Floribunda Avenue
Hillsborough, CA 94010-6418
Phone 650-375-7444
1) Darcy & Harty Construction, Inc
1300 Carroll Ave
San Francisco, CA 94124
$ 182,960.00
2) Koios Engineering Inc.

PO Box 320217
San Francisco, CA 94132
$ 193,200.00
3) Hardiman Construction, Inc
3 Heather Way
Larkspur, CA 94939
$ 208,940.00
4) Casey Construction, Inc
619 Sylvan
Emerald Hills, CA 94062
$ 264,820.00
5) Norgo Engineering Corporation
2525 Flosden Rd Spc 145
American Canyon, CA 94503
$ 279,670.00
Bid Results
Project Name:

Town Hall, Council Chambers
2:00 PM
Wednesday, May 10, 2023
Sewer Rehabilitation and Replacement ProjectRobinwood Rd.-23D Location:

Bid Opening Time:

Bid Opening Date:

Apparent low bidder: Darcy and Harty Construction Inc.

COMPANY NAME Grand Total of Base Bid
Schedule, In Numbers
(Basis of Award)
ATTACHMENT 2
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TOWN OF HILLSBOROUGH
San Mateo County
1600 Floribunda Avenue
Hillsborough, CA 94010
13 CONSENT CALENDAR

CITY COUNCIL MEETING
JUNE 12, 2023

AGENDA STAFF REPORT
ITEM SUBJECT: RESOLUTION AWARDING TO AND AUTHORIZING THE CITY MANAGER TO EXECUTE TWO (2) TWO-YEAR CONTRACTS WITH CASTILLO PLUMBING & CONSTRUCTION, INC. AND CIARI PLUMBING AND HEATING, INC. FOR ON-CALL

PLUMBING AND AS-NEEDED ASSOCIATED CONSTRUCTION SERVICES FOR A TOTAL NET NOT-TO-EXCEED AMOUNT OF $120,000.00 FOR BOTH CONTRACTS ($60,000.00 EACH) PURSUANT TO CEQA GUIDELINE 15301
SUMMARY: The Public Works Department maintains various Town facilities and uses licensed plumbing contractors to respond to as-needed and emergency plumbing maintenance and associated construction services for these facilities.

Staff has identified Castillo Plumbing & Construction Services, Inc. and Ciari Plumbing and Heating, Inc. to be qualified and cost-effective on-call plumbing service providers.

Both companies have performed as-needed plumbing services for entities similar to Hillsborough and have complementary expertise. Both companies presented the lowest overall labor costs with similar standard and emergency labor rates.

Awarding separate contracts to both companies will provide the Town with the best possible oncall plumbing support services for the Town’s various Town maintained facilities while helping to ensure that emergency plumbing contract services will be available during critical incidents.

The total net amount of plumbing services costs are the same by utilizing two contractors, but provide the Town with increased flexibility. The contract expenditures by Public Works over two years for these two contracts will not exceed $120,000.

FISCAL IMPACT: The On-Call Plumbing Services Contracts will be funded from various contractual general accounts from the FY 2022-23 through FY 2024-25 budgets.

ENVIRONMENTAL ISSUES: The City Council’s action in adopting the resolution is not a project subject to the California Environmental Quality Act (CEQA according to CEQA Guideline 15301 as this work will involve the maintenance of existing Town infrastructure with no expansion of use.

ATTACHMENTS: Resolution
PREPARED BY: Paul Willis, Director of Public Works
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Agenda Staff Report - Hillsborough City Council
June 12, 2023

Page 2 ends

RECOMMENDATION: Adopt the resolution awarding to and authorizing the City Manager to execute two (2) two-year contracts with Castillo Plumbing & Construction, Inc. and Ciari Plumbing and Heating, Inc. for on-call plumbing and as-needed associated construction services for a total net not-to-exceed amount of $120,000.00 for both contracts ($60,000.00 each). -158-
RESOLUTION NO. 23-

RESOLUTION OF THE CITY COUNCIL OF THE TWO OF HILLSBOROUGH AWARDING TO AND AUTHORIZING THE CITY MANAGER TO EXECUTE TWO (2) TWO-YEAR CONTRACTS WITH CASTILLO PLUMBING & CONSTRUCTION, INC.

AND CIARI PLUMBING AND HEATING, INC. FOR ON-CALL PLUMBING AND ASNEEDED ASSOCIATED CONSTRUCTION SERVICES FOR A TOTAL NET NOT-TOEXCEED AMOUNT OF $120,000 FOR BOTH CONTRACTS ($60,000 EACH) PURSUANT TO CEQA GUIDELINE 15301
WHEREAS, the Public Works Department (“Department”) maintains various Town facilities; and
WHEREAS, the Department uses licensed plumbing contractors to respond to asneeded and emergency plumbing maintenance and associated construction repair for these facilities; and
WHEREAS, staff identified Castillo Plumbing & Construction, Inc. and Ciari Plumbing and Heating, Inc. to be qualified and cost-effective on-call plumbing service providers; and
WHEREAS, awarding separate contracts to both companies will provide the Town with the best possible plumbing and associated construction repair support services for the Town’s various facilities while helping to ensure that emergency plumbing contract services will be available during critical incidences; and
WHEREAS, funding will be allocated from various contractual general accounts from the FY 2022-23 through FY 2024-25 budgets.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the Town of Hillsborough hereby awards to and authorizes the City Manager to execute two (2) twoyear contracts with Castillo Plumbing & Construction, Inc. and Ciari Plumbing and Heating, Inc. for on-call plumbing and as-needed associated construction services for a total net not-to-exceed amount of $120,000 for both contracts ($60,000 each).

Mayor of the Town of Hillsborough
Attest: City Clerk
AYES: Councilmembers
NOES: Councilmembers
ABSENT: Councilmembers
ABSTAIN: Councilmembers
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TOWN OF HILLSBOROUGH
San Mateo County
1600 Floribunda Avenue
Hillsborough, CA 94010
14 CONSENT CALENDAR

CITY COUNCIL MEETING
JUNE 12, 2023

AGENDA STAFF REPORT
ITEM SUBJECT: RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN

AGREEMENT WITH VALLEY OIL COMPANY FOR FUEL AND DIESEL DELIVERY TO THE

PUBLIC WORKS CORPORATION YARD AND THE POLICE DEPARTMENT PURSUANT TO CEQA GUIDELINE 15301 AND 15378
SUMMARY: The Town of Hillsborough owns two fuel tanks at the Public Works Corporation Yard.

One tank is for unleaded gasoline and the other is for diesel fuel.

Additionally, there are two fuel tanks located at the Police Department. One tank is for unleaded gasoline and the other is for high octane unleaded fuel.

Staff has researched that by purchasing bulk fuel, the cost per gallon is less than purchasing from a local gas station. Additionally, the fuel is on site and therefore makes it readily accessible.

Staff released a Request For Bids to supply fuel to the Town in bulk. The lowest bidder is determined by how many cents per gallon the supplier charges related to the average daily price charged by all providers of fuel at San Jose Terminals as set forth in the Oil Price Information Service (OPIS) Pad 4/5 Report at the time the fuel is delivered.

Staff received one bid:

PRODUCT VALLEY OIL*
Regular Unleaded 0.065
CARB Diesel 0.085
Unleaded Premium 0.065
*OPIS Daily Average for San Jose, CA
Valley Oil was the lowest responsible bidder.

FISCAL IMPACT: The estimated annual cost for fuel for the Police Department is approximately $54,950.00 and is $87,950.00 for the Public Works Department. The annual costs will be funded from various contractual general accounts from the FY 2022-23 through FY 2024-25 budgets.

ENVIRONMENTAL ISSUES: The proposed action is exempt from environmental review pursuant to the California Environmental Quality Act (CEQA) Guidelines sections 15378(b)(2) and 15378(b)(5) as ongoing administrative or organizational activities that will not result in direct or indirect physical changes in the environment. It is also exempt pursuant to CEQA Guideline 15301 -161-
Agenda Staff Report - Hillsborough City Council
June 12, 2023

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as the gasoline being purchased will be used to fill existing tanks on Town owned property with no expansion of use.

ATTACHMENTS: Resolution
PREPARED BY: Paul Willis, Director of Public Works
RECOMMENDATION: Adopt the resolution authorizing the City Manager to execute a two- year agreement Valley Oil Company in the amount of $285,100.00 with an option to renew for one year for a three year not to exceed amount of $427,617.00.
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RESOLUTION NO. 23-

RESOLUTION OF THE CITY COUNCIL OF THE TOWN OF HILLSBOROUGH

AUTHORIZING AN AGREEMENT WITH VALLEY OIL COMPANY FOR FUEL AND

DIESEL DELIVERY TO THE PUBLIC WORKS CORPORATION YARD AND THE POLICE DEPARTMENT PURSUANT TO CEQA GUIDELINE 15301 AND 15378 WHEREAS, the Town of Hillsborough (“Town”) owns two fuel tanks at the Public Works Corporation Yard and two fuel tanks at the Police Department; and,
WHEREAS, staff has researched that by purchasing bulk fuel, the cost per gallon is cheaper; and,
WHEREAS, a Request for Bids was publicly advertised and one proposals was received by the Town; and,
WHEREAS, staff conducted analyses of the proposals received and checked the qualifications and experience level of Valley Oil Company finding them to be the most qualified service provider.

NOW, THEREFORE, BE IT RESOLVED that the City Council hereby authorizes the City Manager to execute a two-year contract for fuel delivery to the Public Works Corporation Yard and the Police Department to Valley Oil Company in an amount not to exceed $285,100.00 for two years with an option to renew for one year, for a three year not-to-exceed amount of $427,617.00.

AYES: Councilmembers
NOES: Councilmembers
ABSENT: Councilmembers
ABSTAIN: Councilmembers
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TOWN OF HILLSBOROUGH
San Mateo County
1600 Floribunda Avenue
Hillsborough, CA 94010
15 CONSENT CALENDAR

CITY COUNCIL MEETING
JUNE 12, 2023

AGENDA STAFF REPORT
ITEM SUBJECT: RESOLUTION DENYING COMCAST’S PERMIT APPLICATION FOR THE INSTALLATION OF TWO (2) BATTERY CABINETS (UTILITY BOX OUTDOOR FIXTURES) AT A LOCATION IN THE PUBLIC RIGHT-OF-WAY NEAR 1025 VISTA ROAD AND COMCAST’S REQUEST FOR AN EXCEPTION TO POLICY NO. 19-01 PURSUANT TO CEQA GUIDELINE 15270
SUMMARY: This item was initially considered by the City Council on March 13, 2023 with four locations: 1020 Crystal Springs Road, 1305 Hayne Road, 1025 Tournament Drive and 1025 Vista Road. The City Council approved three locations (1020 Crystal Springs Road, 1305 Hayne Road and 1025 Tournament Drive) pursuant to its adoption of Resolution No. 23-23. On April 10, 2023, the City Council voted to reconsider its approval on May 8, 2023 as it relates to the two battery cabinets at the 1020 Crystal Springs Road location. On May 8, 2023, Town staff presented two revised locations at 1040 Crystal Springs Road (originally 1020 Crystal Springs Road) and 1025 Vista Road. The City Council approved the two proposed cabinets at the 1040 Crystal Springs Road location and directed staff to bring back a resolution denying the two proposed cabinets at the 1025 Vista Road location.

Public Hearing Summary:

On April 11, 2022, Comcast submitted four (4) permit applications for the installation of seven (7) battery cabinets (utility box outdoor fixtures) at locations in the public right-of-way (two (2) cabinets near 1025 Vista Road; two (2) cabinets near 1305 Hayne Road; one (1) cabinet near 1025 Tournament Drive; and two (2) cabinets near 1020 Crystal Springs Road) to comply with the 72- hour backup power requirement for wireline providers’ facilities in Tier 2 and Tier 3 High Fire Threat Districts providing 9-1-1, voice, text messages, or data service under CPUC Decision 21- 02-029, Decision Adopting Wireline Provider Resiliency Strategies (Wireline Resiliency mandate).

Comcast also sought an exception to the size limit for accessory equipment installed above ground level under Policy No. 19-01 because the volume of each proposed battery cabinet is 18.77 cubic feet, exceeding the size limit of nine (9) cubic feet set forth in Policy No. 19-01.

According to HMC Section 12.12.010(A)(2), a utility box is an outdoor fixture, and HMC Section

12.12.010(A)(6) defines a utility box as “any transformer, switch box, telephone, cable television box, service panel, meter or similar device.” Thus, Comcast’s proposed battery cabinets meet the definitions of utility box and outdoor fixture. As a result, it was determined that Comcast’s applications are subject to the provisions of HMC Chapter 12.12 (Outdoor Fixtures) and not HMC Chapter 12.04 (Improvements, Excavations and Obstacles). -165-
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June 12, 2023

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HMC Section 12.12.030(A) provides that only the City Council may authorize any outdoor fixture in the public right-of-way. HMC Section 12.12.030(B) requires the entity to file with the city engineer an application for a right-of-way fixture approval, accompanied by the respective fee. Comcast filed its four (4) applications and has paid the accompanying fee.

On March 13, 2023, at a duly noticed public hearing, after hearing presentations from Town staff and receiving all public comments on each of the four (4) permit applications, City Council closed the public hearing to consider approving the Comcast applications and the city engineer’s recommendation to grant Comcast an exception to the volume requirements in Policy No. 19-01, deliberated and considered a decision resolution. City Council approved three (3) permit applications for installation of a total of five (5) battery cabinets at three (3) locations in the public right-of-way (two (2) cabinets near 1020 Crystal Springs Road, two (2) cabinets near 1305 Hayne Road and one (1) cabinet near 1025 Tournament Drive) pursuant to its adoption of Resolution No. 23-23.

On April 10, 2023, the City Council voted to reconsider its approval of the two (2) battery cabinets at the location near 1020 Crystal Springs Road, at a public hearing to be conducted on May 8, 2023. After further evaluation by Comcast and Town staff, it was determined that Comcast’s application and exception request for two (2) battery cabinets at the location near 1020 Crystal Springs Road would be amended to seek approval for an alternative location near 1040 Crystal Springs Road and at the same time Comcast’s application and exception request seeking approval of two (2) cabinets near 1025 Vista Road would be brought back to City Council for further consideration
On May 8, 2023, the City Council held a public hearing on the merits of each of the two (2) permit applications and exception requests, to consider and adopt the decision resolution on the applications. In determining whether to grant, deny or conditionally approve an application for an outdoor fixture, as defined in HMC Section 12.12.010(A)(2), the City Council must make the findings in HMC Section 12.12.030(C) and may grant an exception upon the city engineer’s recommendation having made the findings in HMC Section 1.24.020. The city engineer made the necessary findings to recommend that City Council grant an exception but after hearing presentations from Town staff and receiving all public comments on each of the two (2) permit applications, City Council closed the public hearing to consider the Comcast applications and the city engineer’s recommendation to grant Comcast an exception to the volume requirements in Policy No. 19-01 by approving the battery cabinet locations in the public right-of-way near 1040 Crystal Springs Road through its adoption of a resolution of approval and directed staff to return with a resolution of denial with regard to the battery cabinet locations in the public right-of-way near 1025 Vista Road.

FISCAL IMPACT: There is no fiscal impact associated with this agenda item.

ENVIRONMENTAL ISSUES: No CEQA determination is required by the Council because CEQA does not apply to projects that are rejected (14 CCR Section 15270), making any determination unnecessary.

ATTACHMENTS: Resolution
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Agenda Staff Report - Hillsborough City Council
June 12, 2023

Page 3 ends

PREPARED BY: Paul Willis, Director of Public Works
RECOMMENDATION: Adopt the resolution denying Comcast’s permit application for the installation of two (2) battery cabinets (utility box outdoor fixtures) at a location in the public right-ofway near 1025 Vista Road and Comcast’s request for an exception to the volume limit in Policy No. 19-01.
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RESOLUTION NO. 23-

RESOLUTION OF THE CITY COUNCIL OF THE TOWN OF HILLSBOROUGH DENYING COMCAST’S PERMIT APPLICATION FOR THE INSTALLATION OF TWO (2) BATTERY CABINETS (UTILITY BOX OUTDOOR FIXTURES) AT A LOCATION IN THE PUBLIC RIGHT-OF-WAY NEAR 1025 VISTA ROAD
WHEREAS, Comcast holds a state video franchise issued by the California Public Utilities Commission (CPUC) under the Digital Infrastructure and Video Competition Act of 2006 to provide video services within the territorial limits of the Town and Comcast affiliates also provide voice and data services over this network under separate CPUC authorizations; and WHEREAS, Public Utilities Code Section 5885 requires the Town to allow Comcast to install, construct, and maintain a network within public rights-of-way under the same time, place, and manner as the provisions governing telephone corporations under applicable state and federal law, including, but not limited to, the provisions of Public Utilities Code Section 7901.1; and WHEREAS, the Town regulates the placement of outdoor fixtures, including utility boxes, located in the public right-of-way under Chapter 12.12 of the Town of Hillsborough Municipal Code (HMC) and with respect to location and design standards of infrastructure deployments in the public right-of-way, under Policy No. 19-01 Design Standards for Infrastructure Deployments; and
WHEREAS, on April 11, 2022, Comcast submitted four (4) permit applications for the installation of seven (7) battery cabinets (utility box outdoor fixtures) at locations in the public right-of-way (two (2) cabinets near 1025 Vista Road; two (2) cabinets near 1305 Hayne Road; one (1) cabinet near 1025 Tournament Drive; and two (2) cabinets near 1020 Crystal Springs Road) to comply with the 72-hour backup power requirement for wireline providers’ facilities in Tier 2 and Tier 3 High Fire Threat Districts providing 9-1-1, voice, text messages, or data service under CPUC Decision 21-02- 029, Decision Adopting Wireline Provider Resiliency Strategies (Wireline Resiliency mandate); and
WHEREAS, Comcast also sought an exception to the size limit for accessory equipment installed above ground level under Policy No. 19-01 because the volume of each proposed battery cabinet is 18.77 cubic feet, exceeding the size limit of nine (9) cubic feet set forth in Policy No. 19-01; and
WHEREAS, on March 13, 2023, at a duly noticed public hearing, after hearing presentations from Town staff and receiving all public comments on each of the four (4) permit applications, City Council closed the public hearing to consider approving the Comcast applications and the city engineer’s recommendation to grant Comcast an exception to the volume -168-
requirements in Policy No. 19-01, deliberated and considered a decision resolution; and
WHEREAS, on March 13, 2023, the City Council approved three (3) permit applications for installation of a total of five (5) battery cabinets at three (3) locations in the public right-of-way (two (2) cabinets near 1020 Crystal Springs Road, two (2) cabinets near 1305 Hayne Road and one (1) cabinet near 1025 Tournament Drive) pursuant to its adoption of Resolution No. 23-23; and
WHEREAS, on April 10, 2023, the City Council voted to reconsider its approval of the two (2) battery cabinets at the location near 1020 Crystal Springs Road, at a public hearing to be conducted on May 8, 2023; and
WHEREAS, after further evaluation by Comcast and Town staff, it was determined that Comcast’s application and exception request for two (2) battery cabinets at the location near 1020 Crystal Springs Road would be amended to seek approval for an alternative location near 1040 Crystal Springs Road and at the same time Comcast’s application and exception request seeking approval of two (2) cabinets near 1025 Vista Road would be brought back to City Council for further consideration;
WHEREAS, on April 20, 2023, the Town mailed owners and occupants of real property adjacent to the proposed battery cabinet locations in the public right-ofway near 1040 Crystal Springs Road and near 1025 Vista Road, notice of the public hearing on the permit applications and exception requests pursuant to HMC Section 12.12.030(C) and HMC Section 1.20.010, and published the notice in the San Mateo Daily Journal newspaper; and WHEREAS, on May 8, 2023, the City Council held a public hearing on the merits of each of the two (2) permit applications and exception requests, to consider and adopt the decision resolution on the applications; and WHEREAS, in determining whether to grant, deny or conditionally approve an application for an outdoor fixture, as defined in HMC Section

12.12.010(A)(2), the City Council must make the findings in HMC Section

12.12.030(C); and
WHEREAS, the City Council may grant an exception upon the city engineer’s recommendation having made the findings in HMC Section 1.24.020; and WHEREAS, the city engineer has made the necessary findings to recommend that City Council grant an exception; and
WHEREAS, after hearing presentations from Town staff and receiving all public comments on each of the two (2) permit applications, City Council closed the public hearing to consider the Comcast applications and the city engineer’s recommendation to grant Comcast an exception to the volume requirements in Policy No. 19-01; and
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WHEREAS, the City Council sought to approve the battery cabinet locations in the public right-of-way near 1040 Crystal Springs Road through its adoption of a resolution of approval and directed staff to return with a resolution of denial with regard to the battery cabinet locations in the public right-of-way near 1025 Vista Road.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the Town of Hillsborough, based on the evidence contained in the written record, which includes Comcast’s permit application for 1025 Vista Road; staff report; and other written submissions provided to City Council, and the record of the oral testimony given at the public hearing held on May 8, 2023 (referred to hereafter as the “Decision Record”), hereby renders its decision on Comcast’s permit application and Comcast’s request for an exception to the volume requirements in Policy No. 19-01.

1. Decision on permit application and exception request for 1025 Vista Road:

Council has considered the four (4) factors set forth in HMC Section 12.12.030(C) for deciding whether to approve, conditionally approve or deny the application based on public health, safety and welfare needs, and makes the following findings, based on the Decision Record:

Finding on Factor 1: There is already a mailbox and a utility pole located in the narrow right-of-way in the vicinity of the two (2) battery cabinets proposed at 1025 Vista Road which also has a small parking space. The addition of the battery cabinets which are large fixtures would add further clutter in the right-ofway in an already cramped area which Council finds would be contrary to the public health, safety, and welfare needs of the residents.

Finding on Factor 2: The Town has no immediate need for access to the affected portion of the right-of-way.

Finding on Factor 3: The proposed battery cabinets will be located in an area that is not used for parking, but is adjacent to an existing small parking space and would limit pedestrian access to the area around the parking space. Further the area at 1025 Vista Road is adjacent to Vista Park which is frequently visited and used by families and as a consequence the area sees high volumes of pedestrian and vehicular traffic. Eliminating any space in the right-of-way in the area would have a significant effect on pedestrian and traffic safety which Council finds would be contrary to the public health, safety, and welfare needs of the residents.

Finding on Factor 4: The City Council deems compliance with HMC Section

12.12.050(B) and (I), and Policy No. 19-01, relevant to a determination of the public health, safety, and welfare needs. The City Council finds that the proposed battery cabinets comply with these requirements except as to the volume limits in Policy No. 19-01. However, the City Council rejects the city engineer’s recommendation that approval of Comcast’s request for an exception to the volume requirement be granted under HMC Section 1.24.020 for this location based on the following findings:
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1) granting the exception will be materially detrimental to the public health, safety or welfare or injurious to other property in the Town for the reasons stated in Factors 1 and 3 above; and
2) requiring strict compliance is advisable to protect the public health, safety or welfare because allowing non-compliance with the Policy is not necessary for Comcast to fulfil its CPUC mandate and provide 72- hour backup. Comcast indicated at the hearing that it can place a temporary generator onsite to 1025 Vista Road when needed in order to comply with the mandate.

In summary, given the right-of-way clutter and pedestrian and traffic concerns raised by placing permanent battery backup at this location next to Vista Park, and the availability of a temporary generator to comply with the CPUC mandate, the Council cannot make the findings to approve the application and gran an exception to Policy No. 19-01 for these battery backup cabinets at this location. Therefore the application is denied.

5. No Determination on CEQA:

No CEQA determination is required by the Council because CEQA does not apply to projects that are rejected (14 CCR Section 15270), making any determination unnecessary.

NOW, THEREFORE, BE IT RESOLVED the City Council of the Town of Hillsborough, based on the evidence contained in the Decision Record:
1) Hereby denies Comcast’s permit application for 1025 Vista Road and Comcast’s request for an exception to the volume limit in Policy No. 19-01.

Mayor of the Town of Hillsborough

Attest: City Clerk
This resolution was adopted by the City Council of the Town of Hillsborough at its regular meeting held on the 12th day of June 2023, by the following vote of the members thereof:

AYES: Councilmembers
NOES: Councilmembers
ABSENT: Councilmembers
ABSTAIN: Councilmembers
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TOWN OF HILLSBOROUGH
San Mateo County
1600 Floribunda Avenue
Hillsborough, CA 94010
16 CONSENT CALENDAR

CITY COUNCIL MEETING
JUNE 12, 2023

AGENDA STAFF REPORT
ITEM SUBJECT: RESOLUTION APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A FIVE-YEAR AGREEMENT WITH FLOCK GROUP, INC. FOR AUTOMATED LICENSE PLATE READER (ALPR) CAMERAS IN THE AMOUNT OF $283,350.00 PURSUANT TO CEQA GUIDELINE 15378
SUMMARY: Since 2015, The Hillsborough Police Department (HPD) has deployed automated license plate reader (ALPR) technology in alignment with our goals of crime prevention and community safety. The initial deployment was with 3M technology, and it was affixed to a mobile speed trailer. The trailer was deployed throughout Hillsborough based on intelligence lead policing.

Soon thereafter, the police department expanded the use of ALPR technology by equipping one mobile police patrol vehicle with a four-camera system that captured license plate data of moving and parked vehicles. As technology improved and costs decreased, our initial technology was decommissioned for more effective technology and lower costs.

In 2021, the Hillsborough Police Department implemented a new ALPR camera system as a test and evaluation project. Three Flock Group, Inc. ("Flock") cameras were installed in town and their effectiveness was evaluated and monitored by staff. Staff reported this initial deployment was successful and recommended an expansion of our ALPR infrastructure. In 2022, HPD expanded the Flock camera program to 10 fixed camera positions and one mobile camera that can be placed in any location based on intelligence. Staff was very impressed with the camera capabilities as a crime prevention tool and reported that it increased our effectiveness in criminal investigations.

Staff has reported that the Town's ALPR systems have prevented crimes as officers have received real-time alerts of stolen/wanted vehicles entering our town. Officers have intercepted said vehicles and prevented crimes from occurring. In addition, our investigators have used our camera data to identify suspect vehicles and have the capability of sharing information with other law enforcement agencies nationwide to investigate and gain intelligence about vehicles being used to commit crimes in Hillsborough.

This year, staff has studied our current camera locations and data collected. Staff recommends an additional 10 fixed Flock cameras to bring the total ALPR infrastructure to 20 fixed locations and one mobile capable camera. Staff has studied proposed locations for installation with the goal of providing a safety net of ALPR coverage throughout the Town, making it very unlikely that any criminal activity associated with a vehicle would go undetected.

The Town's current agreement with Flock is for a fixed cost, on an annual basis, for our current 11 camera system. Staff has engaged with Flock to increase the Town's camera infrastructure to 21 total cameras, and to have the contract updated to include all cameras on one contract timeline.

This proposed updated contract will increase the camera infrastructure, save future costs by -173-
Agenda Staff Report - Hillsborough City Council
June 12, 2023

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locking in our current rate structure for five years, and improve our cost efficiency and budget preparedness capability as this will result in a five-year contract.

FISCAL IMPACT: Approving this contract will result in the Hillsborough Police Department paying $61,350.00 upon execution for year one. The annual cost for years two through five will be $52,500.00. The total contract expenditure for the five-year term will be $283,350.00. This contract will result in a fixed cost per camera to $2,698.57 per calendar year for the life of the contract.

ATTACHMENTS:

1. Resolution

2. Agreement
PREPARED BY: Nelson Corteway, Acting Police Chief
RECOMMENDATION: Adopt the resolution approving and authorizing the city manager to execute a five-year agreement with Flock Group, Inc. for Automated License Plate Reader (ALPR) cameras in the amount of $283,350.00.
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RESOLUTION NO. 23-

RESOLUTION OF THE CITY COUNCIL OF THE TOWN OF HILLSBOROUGH APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A FIVEYEAR AGREEMENT WITH FLOCK GROUP, INC. FOR AUTOMATED LICENSE PLATE READER (ALPR) CAMERAS IN THE AMOUNT OF $283,350.00 PURSUANT TO CEQA GUIDELINE 15378
WHEREAS, The Hillsborough Police Department has a current automated-license plate reader (ALPR) camera infrastructure of 11 cameras; and WHEREAS, staff recommends an expansion to 21 total ALPR cameras; and WHEREAS, the Town’s current Flock ALPR cameras have proven their effectiveness in crime prevention and solving crimes; and
WHEREAS, the addition of 10 strategically placed cameras would make it unlikely that any criminal activity associated with a vehicle would go undetected, thus improving the overall safety of the Town of Hillsborough; and WHEREAS, the proposed updated contract with Flock Group, Inc. will increase the Town’s camera infrastructure to 21 cameras, saving future costs by locking in the cost structure for five years.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the Town of Hillsborough hereby approves and authorizes the City Manager to execute a five-year agreement with Flock Group, Inc. for automated license plate reader (ALPR) cameras in the amount of $283,350.00.

AYES: Councilmembers
NOES: Councilmembers
ABSENT: Councilmembers
ABSTAIN: Councilmembers
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ATTACHMENT 1
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ATTACHMENT 2
61236.01100\41357642.1
Company Overview
At Flock Safety, technology unites law enforcement and the communities they serve to eliminate crime and shape a safer future, together. We created the first public safety operating system to enable neighborhoods, schools, businesses, and law enforcement to work together to collect visual, audio, and situational evidence across an entire city to solve and prevent crime.

Our connected platform, comprised of License Plate Recognition (LPR), live video, audio detection, and a suite of integrations (AVL, CAD & more), alerts law enforcement when an incident occurs and turns unbiased data into objective answers that increase case clearance, maximize resources, and reduce crime -- all without compromising transparency or human privacy.

Join thousands of agencies reducing crime with Flock Safety’s public safety operating system 2000+ 120 1B+ <60%*
communities with privatepublic partnershipsincident alerts / minute 1B+ vehicles detected / month
<60% local crime reduction
in Flock cities
*According to a 2019 study conducted by Cobb County Police Department Introduction
Layer Intelligence to Solve More Crime
The pathway to a safer future looks different for every community. As such, this proposal presents a combination of products that specifically addresses your public safety needs, geographical layout, sworn officer count, and budget. These components make up your custom public safety operating system, a connected device network and software platform designed to transform real-time data into a panoramic view of your jurisdiction and help you zero in on the leads that solve more cases, prevent future crimes, and foster trust in the communities you serve.

Software Platform
Flock Safety's out-of-box software platform collects and makes sense of visual, audio, and situational evidence across your entire network of devices.
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Out-of-Box Software Features
Simplified Search Get a complete view of all activity tied to one vehicle in your network of privately and publicly owned cameras.

The user-friendly search experience allows officers to filter hours of footage in seconds based on time, location, and detailed vehicle criteria using patented Vehicle Fingerprint ™ technology. Search filters include:
● Vehicle make
● Body type
● Color
● License plates
○ Partial tags
○ Missing tags
○ Temporary tags
○ State recognition
● Decals
● Bumper stickers
● Back racks
● Top racks
National and Local Sharing Access 1B+ additional plate reads each month without purchasing more cameras. Solve cross-jurisdiction crimes by opting into Flock Safety's sharing networks, including one-toone, national, and statewide search networks. Users can also receive alerts from several external LPR databases:

California SVS
FDLE
FL Expired Licenses
FL Expired Tags
FL Sanctioned Drivers
FL Sex Offenders
Georgia DOR
IL SOS
Illinois Leads
NCIC
NCMEC Amber Alert
REJIS
CCIC
FBI
Real-time Alerts Receive SMS, email, and in-app notifications for custom Hot Lists, NCIC wanted lists, AMBER alerts, Silver alerts, Vehicle Fingerprint matches, and more.

Interactive ESRI Map View your AVL, CAD, traffic, and LPR alerts alongside live onscene video from a single interactive map for a birdseye view of activity in your jurisdiction.

Vehicle Location Analysis Visualize sequential Hot List alerts and the direction of travel to guide officers to find suspect vehicles faster.
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Out-of-Box Software Features (Continued)
Transparency Portal Establish community trust with a public-facing dashboard that shares policies, usage, and public safety outcomes related to your policing technology.

Insights Dashboard Access at-a-glance reporting to easily prove ROI, discover crime and traffic patterns and prioritize changes to your public safety strategy by using data to determine the most significant impact.

Native MDT Application Download FlockOS to your MDTs to ensure officers never miss a Hot List alert while out on patrol.

Hot List Attachments
Attach relevant information to Custom Hot List alerts. Give simple, digestible context to Dispatchers and Patrol Officers responding to Hot List alerts so they can act confidently and drive better outcomes. When you create a custom Hot List Alert, add case notes, photos, reports, and other relevant case information.

Single Sign On (SSO) Increase your login speed and information security with Okta or Azure Single Sign On (SSO). Quickly access critical
information you need to do your job by eliminating the need for password resets and steps in the log-in process.
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License Plate Recognition
The Flock Safety Falcon® LPR camera uses Vehicle Fingerprint™ technology to transform hours of footage into actionable evidence, even when a license plate isn't visible, and sends Hot List alerts to law enforcement users when a suspect vehicle is detected. The Falcon has fixed and location-flexible deployment options with 30% more accurate reads than leading LPR.* *Results from the 2019 side-by-side comparison test conducted by LA County Sheriff's Department Flock Safety Falcon®LPR Camera Flock Safety Falcon® Flex Flock Safety Falcon® LR Fixed, infrastructure-free LPR camera
designed for permanent placement.
√ 1 Standard LPR Camera
√ Unlimited LTE data service + Flock OS
platform licenses
√ 1 DOT breakaway pole
√ Dual solar panels
√ Permitting, installation, and ongoing
maintenance
Location-flexible LPR camera designed
for fast, easy self-installation, which is
ideal for your ever-changing
investigative needs.
√ 1 LPR Camera
√ Unlimited LTE data service + software
licenses
√ 1 portable mount with varying-sized
band clamps
√ 1 Charger for internal battery
√ 1 hardshell carrying case
Long-range, high-speed LPR camera
that captures license plates and Vehicle
Fingerprint data for increasing
investigative leads on high-volume
roadways like highways and interstates.
√ 1 Long-Rage LPR Camera
√ Computing device in protective poly
case
√ AC Power
√ Permitting, installation, and ongoing
maintenance
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Your Flock Safety Team
Flock Safety is more than a technology vendor; we are a partner in your mission to build a safer future. We work with thousands of law enforcement agencies across the US to build stronger, safer communities that celebrate the hard work of those who serve and protect. We don’t disappear after contracts are signed; we pride ourselves on becoming an extension of your hard-working team as part of our subscription service.

Implementation Meet with a Solutions Consultant (former LEO) to build a deployment plan based on your needs. Our Permitting Team and Installation Technicians will work to get your device network approved, installed, and activated.

User Training + Support Your designated Customer Success Manager will help train your power users and ensure you maximize the platform,
while our customer support team will assist with needs as they arise.

Maintenance We proactively monitor the health of your device network. If we detect that a device is offline, a full-time technician will service your device for no extra charge.

Note: Ongoing maintenance does not apply to Falcon Flex devices.

Public Relations Government Affairs
Get support educating your stakeholders, including city councils and other governing bodies.

Media Relations
Share crimes solved in the local media with the help of our Public Relations team.
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EXHIBIT A

ORDER FORM
Customer: CA - Hillsborough PD Initial Term: 60 Months
Legal Entity Name: CA - Hillsborough PD Renewal Term: 24 Months Address: 1600 Floribunda Ave Burlingame, California
94010
Payment Terms: Net 30
Billing Frequency: Annual Plan - First Year Invoiced at Signing.

Retention Period: 30 Days
Hardware and Software Products
Annual recurring amounts over subscription term
Item Cost Quantity Total
Flock Safety Platform $55,500.00
Flock Safety Flock OS
FlockOS ™ Included 1 Included
Flock Safety LPR Products
Flock Safety Falcon ® Included 20 Included
Flock Safety Falcon ® Flex Included 1 Included
Flock Safety FlockOS Add Ons
Flock Safety Advanced Search $2,500.00 1 $2,500.00
Professional Services and One Time Purchases
Item Cost Quantity Total
One Time Fees
Flock Safety Professional Services
Professional Services - Standard Implementation Fee $650.00 9 $5,850.00 Subtotal Year 1: $61,350.00
Annual Recurring Subtotal: $55,500.00
Discounts: $52,500.00
Estimated Tax: $0.00
Contract Total: $283,350.00
Taxes shown above are provided as an estimate. Actual taxes are the responsibility of the Customer. This Agreement will automatically renew for successive renewal terms of the greater of one year or the length set forth on the Order Form (each, a “Renewal Term”) unless either Party gives the other Party notice of non-renewal at least thirty (30) days prior to the end of the then-current term. -182-
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Billing Schedule
Billing Schedule Amount (USD)
Year 1
At Contract Signing $61,350.00
Annual Recurring after Year 1 $55,500.00
Contract Total $283,350.00
*Tax not included
Discounts
Discounts Applied Amount (USD)
Flock Safety Platform $52,500.00
Flock Safety Add-ons $0.00
Flock Safety Professional Services $0.00
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Product and Services Description
Flock Safety Platform Items Product Description Terms
Flock Safety Falcon ®
An infrastructure-free license plate reader camera that utilizes Vehicle Fingerprint® technology to capture vehicular attributes.

The Term shall commence upon first installation and validation of Flock Hardware.

Flock Safety Falcon® Flex
An infrastructure-free, location-flexible license plate reader camera that enables the Customer to self-install.

The Term shall commence upon execution of this Statement of Work.

One-Time Fees Service Description
Installation on existing
infrastructure
One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with the Flock Safety Advanced Implementation Service Brief.

Professional Services - Standard
Implementation Fee
One-time Professional Services engagement. Includes site and safety assessment, camera setup and testing, and shipping and handling in accordance with the Flock Safety Standard Implementation Service Brief.

Professional Services -
Advanced Implementation Fee
One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with the Flock Safety Advanced Implementation Service Brief. -184-
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By executing this Order Form, Customer represents and warrants that it has read and agrees to all of the terms and conditions contained in the Master Services Agreement attached as Exhibit B. The Parties have executed this Agreement as of the dates set forth below.

FLOCK GROUP, INC. Customer: CA - Hillsborough PD
By: By:

Name: Name:

Title: Title:

Date: Date:

PO Number:
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EXHIBIT B
Amended and Restated Government Agency Customer Agreement This Amended and Restated Government Agency Customer Agreement (this “Agreement”) is entered into by and between Flock Group, Inc. with a place of business at 1170 Howell Mill Road NW Suite 210, Atlanta, GA 30318 (“Flock”) and the entity identified in the signature block (“Customer”) (each a “Party,” and together, the “Parties”) on this the ___ day of ____ 2023. This Agreement is effective on the date of mutual execution (“Effective Date”).

Parties will sign an Order Form (“Order Form”) which will describe the Flock Services to be performed and the period for performance, attached hereto as Exhibit A. The Parties agree as follows:

RECITALS
WHEREAS, Customer and Flock entered into a Government Agency Customer Agreement on ______________;
WHEREAS, Customer and Flock desire to enter into this Amended and Restated Government Agency Agreement (the “Agreement”) to update the terms and conditions to reflect the current needs and objectives of the Parties.

WHEREAS, it is the intent of the Parties in entering into this Agreement to supersede and replace the existing Government Agency Customer Agreement in its entirety.

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, Flock desires to provide Customer the Flock Services and any access thereto, subject to the terms and conditions of this Agreement, solely for the awareness, prevention, and prosecution of -186-
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crime, bona fide investigations and evidence gathering for law enforcement purposes, (“Permitted Purpose”);
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.

AGREEMENT
NOW, THEREFORE, Flock and Customer agree that this Agreement, and any Order Form, purchase orders, statements of work, product addenda, or the like, attached hereto as exhibits and incorporated by reference, constitute the complete and exclusive statement of the Agreement of the Parties with respect to the subject matter of this Agreement, and replace and supersede all prior agreements, term sheets, purchase orders, correspondence, oral or written communications and negotiations by and between the Parties.

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

1.1 “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.

1.2 “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.

1.3 “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. -187-
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1.4. “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.

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

1.6 “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 product addenda.

1.7 “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).

1.8 “Flock Network End User(s)” means any user of the Flock Services that Customer authorizes access to or receives data from, pursuant to the licenses granted herein.

1.9 “Flock 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.

1.10 “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.

1.11 “Hotlist(s)” means a digital file containing alphanumeric license plate related information pertaining to vehicles of interest, which may include stolen vehicles, stolen vehicle license plates, vehicles owned or associated with wanted or missing person(s), vehicles suspected of being involved with criminal or terrorist activities, and other legitimate law enforcement purposes.

Hotlist also includes, but is not limited to, national data (i.e., NCIC) for similar categories, license plates associated with AMBER Alerts or Missing Persons/Vulnerable Adult Alerts, and includes manually entered license plate information associated with crimes that have occurred in any local jurisdiction.

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

1.13 “Retention Period” means the time period that the Customer Data is stored within the cloud storage, as specified in the product addenda.
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1.14 “Vehicle Fingerprint™” means the unique vehicular attributes captured through Services such as: type, make, color, state registration, missing/covered plates, bumper stickers, decals, roof racks, and bike racks.

1.15 “Web Interface” means the website(s) or application(s) through which Customer and its Authorized End Users can access the Services.
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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 data retention time defined on the Order Form (“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, and any act or omission by an Authorized End User which, including any acts or omissions of authorized End user which would constitute a breach of this agreement if undertaken by customer. 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). To the extent practicable, Customer agrees to comply with any acceptable use policies and other terms of any third-party service provider that are provided or otherwise made available to Customer from time to time.

Flock shall be responsible in accordance with the terms of this Agreement for performance failures by such third parties that cause Flock to breach its obligations under this Agreement.

2.2 Embedded Software License. Flock grants Customer a limited, non-exclusive, nontransferable, 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 Upgrades to Platform. Flock may make any upgrades to system or platform that it deems necessary or useful to (i) maintain or enhance the quality or delivery of Flock’s products or -190-
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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 upgrades 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 Flock reasonably believe 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. 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 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. Notwithstanding anything to the contrary in this Agreement, 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”). Flock will make commercially reasonable efforts, circumstances permitting, to provide written notice of any Service Suspension to Customer (including notices sent to Flock’s registered email address) and to provide updates regarding resumption of access to the Flock IP following any Service Suspension. Flock will use commercially reasonable efforts to -191-
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resume providing access to the Flock Service as soon as reasonably possible after the event giving rise to the Service Suspension 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 Suspension. To the extent that the Service Suspension is not caused by Customer’s direct actions or by the actions of parties associated with the Customer, the expiration of the Term will be tolled by the duration of any suspension (for any continuous suspension lasting at least one full day).

2.7 Hazardous Conditions. Unless otherwise stated in the Agreement, Flock Services do not contemplate work in any areas that contain hazardous materials, or other hazardous conditions, including, without limit, asbestos, lead, 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 this Agreement, Flock shall have the right to cease work immediately in the area affected until such materials are removed or rendered harmless.

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 this 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. Customer shall (at its own expense) provide Flock with reasonable access and use of Customer facilities and -192-
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Customer personnel, to the limited extent any of the foregoing may be reasonably necessary to enable Flock to perform Services (such obligations of Customer are collectively defined as “Customer Obligations”).

3.2 Customer Representations and Warranties. Customer represents, covenants, and warrants that Customer shall use Flock Services only in compliance with this 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 nonidentifiable 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. -193-
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5. CONFIDENTIALITY; DISCLOSURES

5.1 Confidentiality. 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 shall not disclose, use, transmit, inform or make available to any entity, person or body any of the Proprietary Information, except as a necessary part of performing its obligations hereunder, and shall take all such actions as are reasonably necessary and appropriate to preserve and protect the Proprietary Information and the parties’ respective rights therein, at all times exercising at least a reasonable level of care. Each party agrees to restrict access to the Proprietary Information of the other party to those employees or agents who require access in order to perform hereunder. The Receiving Party agrees: (i) to take the same security 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.

Flock’s use of the Proprietary Information may include processing the Proprietary Information to send Customer notifications or alerts, or to analyze the data collected to identify motion or other events. 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; (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 this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any subpoena, summons, judicial order or other judicial or governmental process (including, without limitation, the California Public Records Act, Cal. Gov. Code, § 7922.000 et seq.), provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such -194-
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disclosure to obtain a protective order or otherwise oppose the disclosure. At the termination of this 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 this 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 under this Agreement. 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.

6. PAYMENT OF FEES
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6.1 Billing and Payment of Fees. Customer shall pay the fees set forth in the applicable Order Form based on the billing structure and payment terms as indicated in the Order Form. If Customer believes that Flock has billed Customer incorrectly, Customer must contact Flock no later than thirty (30) days after the closing date on the first invoice in which the error or problem appeared to receive an adjustment or credit. Customer acknowledges and agrees that a failure to contact Flock within this period will serve as a waiver of any claim. If any undisputed fee is more than thirty (30) days overdue, Flock may, without limiting its other rights and remedies, suspend delivery of its service until such undisputed invoice is paid in full. Flock shall provide at least thirty (30) days’ prior written notice to Customer of the payment delinquency before exercising any suspension right.

6.2 Notice of Changes to Fees. Flock reserves the right to change the fees for subsequent Renewal Terms by providing sixty (60) days’ notice (which may be sent by email) prior to the end of the Initial Term or Renewal Term (as applicable).

6.3 Late Fees. If payment is not issued to Flock by the due date of the invoice, an interest penalty of 1.0% of any unpaid amount may be added for each month or fraction thereafter, until final payment is made.

6.4 Taxes. 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. The initial term of this Agreement shall be for the period of time set forth on the Order Form (the “Term”). Following the Term, unless otherwise indicated on the Order Form, this -196-
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Agreement will automatically renew for successive renewal terms of the greater of one year or the length set forth on the Order Form (each, a “Renewal Term”) unless either Party gives the other Party notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

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 will survive termination: 1, 3, 5, 6, 7, 8.3, 8.4, 9, 10.1 and

11.6, and the SUPPLEMENTAL CONDITIONS ADDENDUM, attached hereto and incorporated herein by this reference.
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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 (1) Flock Services will be materially affected, and (2) that Flock shall have no liability to Customer regarding such affected Flock Services, 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 DEFECTIVE FLOCK HARDWARE AND/OR EMBEDDED SOFTWARE. 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 -198-
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OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. THIS DISCLAIMER OF SECTION 8.4 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE OF CALIFORNIA.

8.5 Insurance. Flock will maintain commercial general liability policies with policy limits reasonably commensurate with the magnitude of their business risk. Certificates of Insurance will be provided upon request.

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.

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 FOUR TIMES 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 -199-
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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 9 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE OF CALIFORNIA. NOTWITHSTANDING ANYTHING

TO THE CONTRARY, THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY (I) IN THE EVENT OF FLOCK’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (II) FLOCK’S INDEMNIFICATION OBLIGATIONS, OR (III) TO MATTERS STATED IN THE SUPPLEMENTAL CONDITIONS ADDENDUM.

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 (if at all) only 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.

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 this Agreement, except as otherwise specifically set forth in this Agreement. Except as otherwise expressly stated in this 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 this 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 -200-
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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, repositioning, 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 Obligations”). 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 this 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
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11.1 Compliance With Laws. Parties shall comply with all applicable local, state and federal laws, regulations, policies and ordinances and their associated record retention schedules, including responding to any subpoena request(s).

11.2 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.

11.3 Assignment. This Agreement is not assignable, transferable or sublicensable by either Party, without prior consent. Notwithstanding the foregoing, either Party may assign this Agreement, without the other Party's consent, (i) to any parent, subsidiary, or affiliate entity, or (ii) to any purchaser of all or substantially all of such Party's assets or to any successor by way of merger, consolidation or similar transaction.

11.4 Entire Agreement. This Agreement, together with the Supplemental Conditions Addendum, 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 this Agreement, and that 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 purchase order is subject to these terms. In the event of any conflict of terms found in this Agreement or any other terms and conditions, the terms of this 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.

11.5 Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Parties do not have any authority of any kind to bind each other in any respect whatsoever. Flock shall at all times be and act as an independent contractor to Customer.

11.6 Governing Law; Venue. This Agreement shall be governed by the laws of the State of California without regard to its conflict of law provisions. The federal and state courts sitting in the State of California will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement. The Parties agree that the -202-
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United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement.

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

11.8 Publicity. Flock has the right to reference and use Customer’s name and trademarks and disclose the nature of the Services in business and development and marketing efforts. Flock shall not use Customer’s seal, logo or other trademarks without the express written permission of Customer.

11.9 Feedback. If Customer or Authorized End User provides any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the subject matter hereunder, Customer 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.

11.10 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 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. -203-
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11.11 Headings. The headings are merely for organization and should not be construed as adding meaning to the Agreement or interpreting the associated sections.

11.12 Authority. Each of the below signers of this Agreement represent that they understand this Agreement and have the authority to sign on behalf of and bind the Parties they are representing.

11.13 Conflict. In the event there is a conflict between this Agreement and any applicable statement of work, or Customer purchase order, this Agreement controls unless explicitly stated otherwise.

11.14 Public Disrepute. In the event Customer or its employees become the subject of an indictment, arrest, public disrepute, contempt, scandal or behaves in a manner that, in the reasonable judgment of Flock, reflects unfavorably upon Flock, and/or their officers or principals, licensees, such act(s) or omission(s) shall constitute a material breach of this Agreement and Flock shall, in addition to any other rights and remedies available to it hereunder, whether at law or in equity, have the right to elect to terminate this Agreement.

11.15 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
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FLOCK NOTICES ADDRESS:
1170 HOWELL MILL ROAD, NW SUITE 210
ATLANTA, GA 30318
ATTN: LEGAL DEPARTMENT
EMAIL: [email protected]
Customer NOTICES ADDRESS:

ADDRESS: 1600 Floribunda Avenue, Hillsborough, CA 94010 ATTN: Nelson Corteway
EMAIL: [email protected]
-205-
Law Enforcement
Customer Implementation Guide
DocuSign Envelope ID: 8DA31763-18E0-4C1F-A854-713AA6E02C4E -206-
Customer Implementation Guide: LAW ENFORCEMENT 1
Implementation Timeline

Flock Safety Team

Implementation Service briefs: Existing Infrastructure
vs Standard vs Advance4
. Existing Infrastructure ImplementatioP
. Standard ImplementatioP
. Advanced Implementation

Things to Consider When Selecting Locations

Customer Responsibilities: AC-Powered Cams

Electrician HandouY
. Electrician Installation Step:
. FAQs about AC-Powered Flock Cameras

Installation Service Brief Summary

Permitting: Pre-Install QuestionnairI
&% TimelinI
"% Right of Wa[
$% AC Power vs. Sola?
!% 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: 8DA31763-18E0-4C1F-A854-713AA6E02C4E -207-
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: 8DA31763-18E0-4C1F-A854-713AA6E02C4E -208-
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.A
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 location3
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: 8DA31763-18E0-4C1F-A854-713AA6E02C4E -209-
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 you4
3 Request camera maintenancW
3 Troubleshoot online platforH
3 Contract / Billing questionC
3 Update account informatio;
3 Camera Sharing questionC
3 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 to4
3 Set up Account Trainin¤
3 Understand benefits of featureC
3 Learning best practices for getting relevant
dat¨
3 Identifying opportunities to expand the security
network in your are¨
3 Provide feedback on your partnership with
Flock
4 DocuSign Envelope ID: 8DA31763-18E0-4C1F-A854-713AA6E02C4E -210-
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: 8DA31763-18E0-4C1F-A854-713AA6E02C4E -211-
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. 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 Confirm that a location is safe for work by following State utility locating procedures.(
Each installation may include the following

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: 8DA31763-18E0-4C1F-A854-713AA6E02C4E -212-
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
Mounting on mast arms (always require bucket truck and traffic control Call 811 ‘Call-before-you-Dig’ syste
Installation of any poles including but not limited tD Standard, 12’ above grade
NCHRP 350 or MASH approved pole (as may be required for locations in DOT right of way
A Bucket Truck for accessing horizontal/cross-beams and/or height above 14 Special equipment rentals for site acces!
Site-specific engineered traffic plan!
Third-party provided traffic contro'
State or city-specific specialty contractor licenses or unique attachment/ connection requirement!
Custom engineered drawingsG
Electrical work requires a licensed electrician.
not Existing
Infrastructure Implementation Service
Flock breakaway polO
Types of existing infrastructure such as existing utility, light, and traffic signal poles
Pole no higher than 8’-12’ (approval at Flock Safety’s discretion 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 scope
Access requiring up to a 14’ using an A-frame ladde
Standard MUTCD traffic control procedures performed by a Flock technicia
Obtain a business license to operate in the city and state of camera location

electrical wiring
requirements
DocuSign Envelope ID: 8DA31763-18E0-4C1F-A854-713AA6E02C4E -213-
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.)&

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)y

Concrete cuttinx

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 owners&

Utility contracts and billing&

Customer requested relocations (see fee schedule)
DocuSign Envelope ID: 8DA31763-18E0-4C1F-A854-713AA6E02C4E -214-
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 Use and/or mounting to existing infrastructure9
NCHRP 350 or MASH approved pole (as may be required for locations in DOT right of way
A Bucket Truck for accessing horizontal/cross-beams and/or height above 14 Special equipment rentals for site acces#
Site-specific engineered traffic plan#
Third-party provided traffic contro)
State or city-specific specialty contractor license#
Custom engineered drawingsF
Electrical work requires a licensed electrician.F
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
Private utility search for privately owned items not included in standard 811 procedures (communication, networking, sprinklers, etc.) not
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
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 scope9
Access requiring up to a 14’ A-frame ladden
Standard MUTCD traffic control procedures performed by a Flock techniciat Obtain a business license to operate in the City and State of camera location electrical wiring requirements
DocuSign Envelope ID: 8DA31763-18E0-4C1F-A854-713AA6E02C4E -215-
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 following=
& 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 installatioU
& Engage 811 ‘Call-before-you-Dig’ system to receive legal dig datY & 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 on a suitable
approved pole0
& Installation of camera and AC adapter that a qualified electrician can connect to AC power0
& 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
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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)
Installation on or existing
infrastructure

A Bucket Truck for accessing horizontal/cross-beams and/or height above 14 Special equipment rentals for site acces
Site-specific engineered traffic plan
Third-party provided traffic contro&
State or City-specific specialty contractor license
Custom engineered drawing
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)

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.
Fees or costs associated with filing for required City, County, or State permits Advanced
Implementation Service
Standard, 12’ above grade Flock breakaway pole
s
Access requiring up to a 14’ A-frame laddey
Standard MUTCD traffic control procedures performed by a Flock techniciap
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.

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

Falcon Cameras
- Use Caser
- Flock LPRs are designed to capture images
of rear license plates aimed in the direction
of traffic.
- 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.

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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.

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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
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15 Electrician Handout
Electrician Installation Steps.
,C Run AC cable and conduit to the box
according to NEC Article 300 and any
applicable local codes. The gland
accepts ½” conduitC
C Open the box using hingesC
AC Connect AC Mains per wiring diagram
below:
eC Connect AC Neutral wire to the Surge Protector white Neutral wire using the open position on the lever nutC
JC Connect AC Line wire to the Surge Protector black Line wire using the open position on the lever nutC
bC 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

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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 B 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.
?
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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
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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

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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
- If solar-powered, consider the size of the solar panel and potential to impact the visibility of DOT signs/signalsb
- 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 WaÕ
- 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) - What is the RoW buffer
- Will additional permits or written permission be required from third-party entities (such as DOT, power companies, public works, etc.) - Will any cameras be installed on city-owned traffic signal poles (vertical mass)?¸
- If yes, please provide heights/photos to determine if a bucket truck is needed for the installation.¸
- 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.

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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 departments:
# Permittin;
# Public Work@
# 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 j
# 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 engineert # Are there state-specific special versions/variances that must be followedt # , the shoulder or sidewalk should suffice and
enable Flock Safety to proceed without traffic control systems in place.x # 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
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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
Incurred Fees
Camera relocatiow
Existing infrastructure (non-AC powered)........................................................c Flock pole (non-AC powered)..............................................................................c Advanced pole (non-AC powered)..................................................................c Replacementq
Camera only as a result of vandalism, theft, or damage .............................c Pole replacement only as a result of vandalism, theft, or damag Flock pole ..........................................................................................................c Advanced pole ...............................................................................................c Full replacement as a result of vandalism, theft, or damage. Flock pole, camera, and solar (non-AC Powered)..................................c Advanced pole, camera, and solar (non-AC Powered)..........................

$350

$750

$5000
$800
$500

$5000
$1300

$5800
*Fee Schedule
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22 Trip charge ......................................................................................................................

Examples

Angle adjustment (elective

Install additional Flock signage

$35#
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].

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:

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

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?

How do I use the National Lookup to search for a plate? How do I reset my / another user’s password?

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]
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ADDENDUM

TOWN OF HILLSBOROUGH SUPPLEMENTAL CONDITIONS
For purposes of this Addendum to the Agreement between Flock Group, Inc. and the Town of Hillsborough, the term “Contractor” shall refer to Flock Group, Inc., and the term “Town” shall be used to refer to the Agency, which is the Town of Hillsborough Police Department. To the extent that any terms of this Addendum are inconsistent or conflict with the Agreement, the Addendum shall control.

1. California Civil Code Compliance. Contractor is advised of, and agrees it will comply with the requirements of the California Civil Code, Division 3, Part 4, Title 1.81.23 COLLECTION OF LICENSE PLATE INFORMATION [§§1798.90.5 - 1798.90.55] as applicable to an automated license plate recognition (ALPR) operator (also referred to as an “ALPR operator”). Contractor shall maintain reasonable security procedures and practices to protect ALPR information from unauthorized access, destruction, use, modification or disclosure that are at least as protective as the “Flock Safety End to End Data Security Overview,” “Flock Safety CJIS Compliance Overview,” and “Flock Safety Internet Security Policy,” (collectively, referred to as the “Flock Security Policies”) as each such policy was in effect as of January 29, 2020. Any amendment to the Flock Security Policies shall be transmitted to the Town within 10 days. In the event the Town determines in its sole discretion that any amendment to the Flock Security Policies either substantially reduces the privacy or security of Customer Content (including ALPR Footage) or the amendments would violate any State or Federal law, then the Town shall have the right to terminate the Agreement and Flock will refund to Town a pro-rata portion of the pre-paid Fees for Services not received due to such termination.

2. Disclosure of Security Breach. Contractor is advised of the requirements of the California Civil Code, section 1798.29, requiring notification to any resident of California in the event of breach of the security of the system. Contractor agrees it will notify the Town immediately (and in no event more than 24 hours) upon the occurrence of any breach in the security of data that may potentially trigger the need for security breach notifications pursuant to Civil Code section 1798.29 or similar State or Federal law. The parties agree that the Town will control the timing and content of any required security breach notification, and agree that Contractor shall fully pay or reimburse the Town for the costs of providing any security breach notification required by Civil Code section 1798.29,or similar State or Federal law, resulting from any security breach of the Flock Safety platform. Contractor’s responsibility for the costs of providing such security breach notifications shall not be limited by any disclaimer or limitation of liability in the Agreement, including but not limited to Sections 2.1, 8.4 and 9 of the Agreement.

3. Indemnification . To the fullest extent permitted by law, Contractor shall indemnify, defend with counsel reasonably acceptable to the Town, and hold harmless the Town and its officials, officers, employees, agents, contractors, consultants, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of or relating to any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Contractor or its employees, subcontractors, or agents. The foregoing obligation of Contractor shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the Town or its officers, employees, agents, contractors, consultants, or volunteers and (2) the actions of Contractor or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by Town of insurance certificates and endorsements required under the contract does not relieve Contractor from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause is a material element of the Agreement and shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. This Section 3 shall survive termination or expiration of this Agreement.

Contractor’s indemnification obligation pursuant to this Section shall not be limited by any disclaimer or limitation of liability in the Agreement, including but not limited to, Sections 2.1, 8.4 and 9 of the Agreement.

4. Infringement . Without limiting the generality or applicability of Section 3, above, if a third party makes a claimagainst the Town that any use of the Services in accordance with the terms of this Agreement infringes such third party’s intellectual property rights, Contractor, at its sole cost and expense, will defend Town against the claim -229-
and indemnify Town from the damages, losses, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by Contractor, provided that Town: (i) notifies Contractor promptly in writing of the claim; (ii) gives Contractor sole control of the defense and any settlement negotiations; and (iii) gives Contractor reasonable assistance in the defense of such claim. If Contractor believes or it is determined that the Services violated a third party’s intellectual property rights, Contractor may choose to either modify the Services to be non-infringing or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, Contractor may terminate Town’s use rights and refund any unused, prepaid fees Town may have paid to Contractor.

5. California Public Records Act Compliance. Notwithstanding Section 5 of the Agreement, Contractor expressly understands that Town is a public Customer subject to the California Public Records Act (Cal.

Government Code § 7922.000 et seq.). In the event that Town receives a public records request seeking the disclosure of information that Contractor has designated as its “Proprietary Information,” Town shall notify Contractor, and Contractor shall be allowed to take any reasonable action to preserve the confidentiality of such information. Town’s obligation shall only extend to notifying Contractor of the request, and Town shall have no obligation to preserve the confidentiality unless doing so is in full compliance with the law.

6. Independent Contractor . It is expressly agreed that Contractor is to perform the services described herein as an independent contractor pursuant to California Labor Code Section 3353, under the control of the Town as to the result of his work only but not as to the means by which such result is accomplished.

Nothing contained herein shall in any way be construed to make Contractor or any of its agents or employees, an agent, employee or representative of the Town. Contractor shall be entirely responsible for the compensation of any employees used by Contractor in providing said services.

7. Subcontractors . Notwithstanding Section 2.1 of the Agreement, if Contractor utilizes a thirdparty subcontractor or other vendor to provide the Services under this Agreement, Contractor shall ensure that such subcontractor(s) or vendor(s) complies with the terms of this Agreement, and shall be jointly and severally liable with the subcontractor/vendor for any breach by the subcontractor/vendor.

8. Insurance. Contractor shall not commence work for the Town until it has provided evidence satisfactory to the Town it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability
(i) The Contractor shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the Town. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:
(1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent.
(iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
-230-
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion deleted (7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage
(9) Independent Consultants Coverage
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. (v) The policy shall give Town, its officials, officers, employees, agents and Town designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the Town, and provided that such deductibles shall not apply to the Town as an additional insured. b. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Contractor shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the Town.
(ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). (iii) The policy shall give Town, its officials, officers, employees, agents and Town designated volunteers additional insured status.
(iv) Subject to written approval by the Town, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the Town as an additional insured, but not a self-insured retention.
c. Workers’ Compensation/Employer’s Liability
(i) Contractor certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. -231-
(ii) To the extent Contractor has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Contractor shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Contractor shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the Town and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Contractor. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend.
e. Cyber Liability Insurance
Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor in this Agreement and shall include, but not be limited to, claims involving 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, alteration of electronic information, extortion, and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties, and credit monitoring expenses with limits sufficient to respond to these obligations. f. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:

Limits
Commercial General Liability $2,000,000 per occurrence/ $4,000,000 aggregate for bodily injury, personal injury, and property damage Automobile Liability $2,000,000 per occurrence for bodily injury and property damage
Employer’s Liability $2,000,000 per occurrence
Professional Liability $2,000,000 per claim and aggregate (errors and omissions)
-232-
Cyber Liability $2,000,000 per claim.
(ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement.
g. Evidence Required
Prior to execution of the Agreement, the Contractor shall file with the Town evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.
h. Policy Provisions Required
(i) Contractor shall provide the Town at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Contractor shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Contractor shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the Town at least ten (10) days prior to the effective date of cancellation or expiration. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Contractor’s policy is primary insurance and that any insurance, selfinsurance or other coverage maintained by the Town or any named insureds shall not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Contractor shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Contractor shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the Town, its officials, officers, employees, agents, and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against Town, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set -233-
forth herein shall not be construed to relieve the Contractor from liability in excess of such coverage, nor shall it limit the Contractor’s indemnification obligations to the Town and shall not preclude the Town from taking such other actions available to the Town under other provisions of the Agreement or law. i. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance companies, as determined by the Town, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. j. Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Contractor, and any approval of said insurance by the Town, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, Town has the right but not the duty to obtain the insurance it deems necessary and any premium paid by Town will be promptly reimbursed by Contractor or Town will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, Town may cancel this Agreement. (iii) The Town may require the Contractor to provide complete copies of all insurance policies in effect for the duration of the Project.
(iv) Neither the Town nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. k. Subconsultant Insurance Requirements. Contractor shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the Town that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the Town as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Contractor, Town may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.

9. Appropriation . Town’s funding of this Agreement shall be on a fiscal year basis (July 1 to June 30) and is subject to annual appropriations. Contractor acknowledges that the Town is a municipal corporation and is precluded by the California Constitution and other laws from entering into obligations that financially bind future governing bodies. Nothing in this Agreement shall constitute an obligation of future governing bodies to appropriate funds for the purposes of this Agreement. The parties agree that the Initial Term and any renewal term(s) is contingent upon the appropriation of funds by the Town. This Agreement will terminate immediately if funds necessary to continue the Agreement are not appropriated. Town shall pay Contractor for any services performed in accordance with this Agreement up to the date of termination. -234-

10. Assignment . Contractor shall not assign this Agreement, or any part thereof, or any right of the Contractor hereunder without the prior written consent of the Town. Notwithstanding, for purposes of this Contract, a merger, acquisition, reorganization, spin-off or other transaction involving a transfer of substantially all of the assets or common stock of either party hereto shall not be deemed an assignment.

11. Business License . Pursuant to the Town of Hillsborough Municipal Code, Tile 5 Business Taxes, Licenses and Regulations Section 5.04.050(A.) License and tax payment required ...”No person shall conduct any business in the town without having procured a business license from the town and paid the business tax and administrative fee imposed by this chapter; provided, however, that no person which pays the town a franchise fee pursuant to a franchise agreement with the town shall be required to procure a business license or pay the business tax or administrative fee imposed by this chapter. A new business license and the payment of a new business tax and administrative fee shall be required for each tax year in which a person conducts business in the town.”.

12. Governing Law; Venue . This Agreement shall be governed by and construed in accordance with the laws of the State of California, USA, without giving effect to principles of conflict of laws. In the event that suit shall be brought by either party hereunder, the parties agree that trial of such action shall be held exclusively in a state court in the County of San Mateo, Redwood City, California. -235-

TOWN OF HILLSBOROUGH
San Mateo County
1600 Floribunda Avenue
Hillsborough, CA 94010
17 PUBLIC HEARING

CITY COUNCIL MEETING
JUNE 12, 2023

AGENDA STAFF REPORT
ITEM SUBJECT: RESOLUTION ADOPTING THE FY 2023-24 PROPOSED OPERATING AND CAPITAL BUDGET PURSUANT TO CEQA GUIDELINE 15378
SUMMARY: The Town’s Proposed Operating and Capital Budget for Fiscal Year (FY) 2023-24 budget appropriations are $76.6 million for all funds, an increase of 9% as compared to the FY 2022-23 projection. The increase is primarily due to an increase in capital project spending.

The Proposed Budget complies with the Town’s policies and guidelines. In addition, the General Fund, Water and Sewer Enterprise Funds and the Asset Replacement Fund reserves comply with Town reserve policies and debt covenants.

A key factor in setting the FY 2023-24 budget is the stability of the property tax assessment roll.

Property tax, the Town’s largest General Fund revenue source, is projected to grow 5.4% based on the FY 2023-24 tax assessment roll. Motor Vehicle License Fees In-Lieu (MVLF) revenue has some risk to revenues in FY 2023-24 and has been budgeted conservatively for this reason.

The City Council goal setting session identified and prioritized the goals for the coming year. Many of the goals are long-term projects that are continuing from FY 2022-23. In FY 2023-24, the Town will have a major focus on the General Plan and Housing Element implementation.

GENERAL FUND
The General Fund is the main fund and accounts for the direct services that the Town provides to its citizens. The General Fund budget includes funding for such key services as public safety, recreation through the Hillsborough Recreation, building and planning services, general government, and contribution to the libraries in Burlingame and San Mateo for Hillsborough residents to use.

The FY 2023-24 General Fund expenditures net of transfers is $32 million ($35 million including transfers), an increase of $1.8 million (6%) over the FY 2022-23 projection. The increase is primarily due to increases in salaries and CalPERS costs, three new headcount additions in the Planning and Building and Department, the contribution to Central County Fire Department JPA and one-time funding for projects. FY 2023-24 General Fund revenues are projected to be $34.5 million, a $1.2 million (3.7%) increase, primarily from property taxes.

The FY 2023-24 General Fund proposed budget reflects a net draw on General Fund reserves of $0.5 million.
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GENERAL FUND RESERVE
The FY 2023-24 Proposed Budget reflects a $29.4 million General Fund reserve that is maintained for contingencies per policy and other programs. To balance the financial picture, the Town also has long-term pension liabilities of $18.5 million and other post-employment benefits liability of $8.4 million.

The Town’s General Fund Reserve Policy states that a minimum of 30% with a goal of 50% of expenditures should be reserved for contingencies such as a natural disaster, economic downturn, state revenue takeaways, pandemic, or other significant fiscal impact. The General Fund Reserve components comprising the total of $29.4 million are as follows. The contingency reserve is projected to total $17.5 million in the FY 2023-24 budget. • Contingency reserve at policy level: 30% minimum reserve - $10.5 million. • Contingency reserve at policy level: 50% goal reserve - $7.0 million. • Restricted reserve- Section 115 pension trust held to mitigate future budget impact for cost of pension liabilities - $5.0 million.
• Assigned for capital: storm drain/sewer infrastructure - $5.9 million. • Assigned for tree replacement: $0.4 million.
• Others: held in reserve for projects, pay down liabilities, future capital reserve, as needed - $0.6 million.

WATER AND SEWER ENTERPRISE FUNDS
The Water and Sewer Enterprise Funds are funded primarily from user rates and reserves.

Water Fund
The FY 2023-24 Water Fund revenue is projected at $15.4 million, a $1.1 million (8.1%) increase over FY 2022-23 attributable to an average 6% rate increase effective January 1, 2024. The Town monitors water revenue throughout the year.

The Water Fund expenses net of transfers are $18.6 million, a $0.13 million (1%) increase over the FY 2022-23 projection. The budget reflects water usage at a similar level as FY 2022-23 and a SFPUC wholesale water rate increase of 9.6% for FY 2023-24 ($5.21 v. $4.75 per ccf.). The expense increase is primarily attributable to increases in cost-of-living salary and benefits, SFPUC rate increase, asset replacement reserve contribution and capital improvements.

The proposed budget Water Fund shows a draw on reserves of $3.2 million attributable to timing of capital projects.

Sewer Fund
The FY 2023-24 Sewer Fund revenue is projected at $15.9 million ($17.7 million including transfers in), a $0.6 million (4.1%) increase over the FY 2022-23 projection. A proposed 4% rate increase is effective July 1, 2023 as outlined in the adopted five-year rate sewer rate series. The non-operating revenue is projected at $1.8 million for a General Fund transfer for storm drain capital funding.

The FY 2023-24 Sewer Fund expense net of transfers is $18.3 million ($18.7 million including transfers), a $0.8 million (4.2%) decrease over the FY 2022-23 projection, primarily due to a one- -238-
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time initial payment on the San Mateo Clean Water agreement offset by increases in cost-of-living for salaries, benefits, and capital projects.

The proposed Sewer Fund budget reflects a net draw of $1.0 million in reserves, primarily attributable to timing of capital improvements. This is consistent with the adopted sewer rate study findings whereby the reserves will be drawn upon in the early years and hit target level by year five of the rate series.

FY 2023-24 CAPITAL PLAN
The FY 2023-24 Proposed Budget funds $17.9 million in capital improvement projects (CIP) and $2.4 million in asset replacements and transfers to the Capital Fund that will be used to improve infrastructure and maintain the Town’s assets.

Storm Drains: Storm drain replacements will improve system dependability in wet weather conditions.

Water Main Replacement: Aging water pipes will be replaced to improve longevity, water quality, water pressure to meet fire flow requirements and earthquake resistance.

Darrell Station Pump Line: Rehabilitate or replace the line from the pump station to the Darrell Tank.

High Line Water Connection: Included in the Five-Year CIP Plan is the High Line Water Connection project totaling $5.9 million. This high priority project will provide a reliable, costeffective water line at a higher elevation tied to the Harry Tracy plant and will protect health and safety in a natural disaster. In FY 2023-24, the project is in its initial stage. Funding of the project is under review. The Town applied for a Federal BRIC grant and is awaiting approval. The project will include contributions from partner cities and could be debt funded.

Sewer Priority Basins: Sewer system improvements will reduce overflows and improve the longevity of the pipes. Priority Basin replacement is also essential for the sewer system to mitigate sewer system overflows.

Technology: Technology and software upgrades will improve and the delivery of services to residents.

Facilities: The budget funds maintenance of the police building and fire stations.

Vehicles/Equipment: Vehicles and equipment that are deteriorating, have exceeded their useful service life, and/or have high maintenance costs will be replaced. In FY 2023-24, three police vehicles, a vactor jet truck, and two other trucks are budgeted for replacement.

PROCESS
The budget process starts with the City Council goal-setting public meetings each year. These goals and business plans set the priorities for the coming year and are incorporated into the -239-
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budget proposal. Staff develops line-item budgets for each department and fund, and the management team prioritizes the proposed spending plan that is then reviewed and presented in several public meetings before the public hearing and adoption.

The Proposed FY 2023-24 Budget was presented to the Financial Advisory Committee (FAC) for review and consideration at the April 25, 2023 FAC meeting. The FAC recommended the Proposed Budget with no further consideration.

The Proposed FY 2023-24 Budget was also reviewed in detail by the City Council at the public Budget Study Session held on May 8, 2023.

FISCAL IMPACT: The Proposed FY 2023-24 budget provides for total spending of $76.6 million in all funds and is supported by general fund revenues, primarily property taxes, special safety tax, and other fees and charges, user rates for water and sewer, and reserves.

ENVIRONMENTAL ISSUES: The consideration of this item is exempt from environmental review pursuant to the California Environmental Quality Act (CEQA) Guideline 15378(b) as a government fiscal activity which does not involve any commitment to any specific project which may result in a potentially significant physical impact, or as an administrative activity that will not result in direct or indirect physical changes in the environment. Any items or projects funded through the budget are not a commitment to any project, but instead, any such projects will undergo their own analysis and potential approval in the future.

ATTACHMENTS:

1. Resolution

2. FY 2023-24 Operating Budget: https://www.hillsborough.net/ArchiveCenter/ViewFile/Item/1629 PREPARED BY: Jan Cooke, Finance Director
RECOMMENDATION:

1. Open the public hearing and receive comments;

2. Close the public hearing; and

3. Adopt the resolution adopting the fiscal year 2023-24 Operating and Capital Budget. -240-
RESOLUTION NO. 23-

RESOLUTION OF THE CITY COUNCIL OF THE TOWN OF HILLSBOROUGH ADOPTING THE 2023-24 OPERATING AND CAPITAL BUDGET
WHEREAS, the Town of Hillsborough “Town”) is responsible for providing the community with a wide variety of municipal services including, but not limited to, police and fire protection, water delivery, wastewater collection, street maintenance, and planning and building inspection services, and has prepared the operating budget plan for fiscal year 2023-24 and preliminary budgets for fiscal years 2024-25 and 2025-26; and WHEREAS, the Town’s budget was prepared in accordance with the Town’s established goals, policies and procedures; and
WHEREAS, the capital improvement plan for fiscal year 2023-24 is consistent with the Town’s General Plan; and
WHEREAS, the Financial Advisory Committee has been presented in open and noticed public meetings all details of the fiscal year 2023-24 operating budget and the capital improvement plan for fiscal year 2023-24; and WHEREAS, the City Council and the general public have been presented in open and noticed public meetings all the details of the fiscal year 2023-24 operating budget and capital improvement plan; and
WHEREAS, the City Council has now completed its review of the operating and capital improvement plan for fiscal year 2023-24.

NOW, THEREFORE, BE IT RESOLVED:

1. The City Council finds the foregoing recitals to be true and correct and relies on them in making this approval.

2. The City Council hereby adopts the FY 2023-24 Operating and Capital budget and finds that as of July 1, 2023 the amount of $76,605,858 be fixed as the amount necessary to meet all municipal operating and capital requirements (excluding any further changes resulting from this public hearing and/or any miscellaneous corrections).

Mayor of the Town of Hillsborough

Attest: City Clerk
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This resolution was adopted by the City Council of the Town of Hillsborough at its regular meeting held on the 12th day of June 2023, by the following vote of the members thereof:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
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TOWN OF HILLSBOROUGH
San Mateo County
1600 Floribunda Avenue
Hillsborough, CA 94010
18 OLD BUSINESS

CITY COUNCIL MEETING
JUNE 12, 2023

AGENDA STAFF REPORT
ITEM SUBJECT: RESOLUTION OF THE CITY COUNCIL OF THE TOWN OF HILLSBOROUGH

AWARDING THE EUCALYPTUS PEDESTRIAN PATHWAY PROJECT TO REDGWICK CONSTRUCTION CO. IN THE AMOUNT OF $965,600.00 WITH 10% CONTINGENCY OF $96,560.00 FOR A TOTAL PROJECT BUDGET OF $1,062,160.00 PURSUANT TO CEQA GUIDELINE 15301
SUMMARY: The Eucalyptus Pedestrian Pathway Project ("Project") is a 1,900-foot-long pathway that includes a five-foot wide Americans with Disabilities Act (ADA)-accessible pedestrian path that would extend from the 500 block to the 700 block of Eucalyptus Avenue on the west side of the street, then another 400 feet to the parking strip near Floribunda Avenue to Brookvale Road on the east side of the street. The improved pedestrian pathway, which includes the installation of three new ADA ramps and improved crosswalks, would enhance accessibility for pedestrians and improve the streetscape along this well-traveled corridor. This corridor is currently used by K through 8th grade students and others for access to and from North Elementary School and Crocker Middle School. The new pedestrian path would be installed over the current unimproved roadway shoulder. Significant grading, drainainge, and preparation work on necessary to allow for the proper creation of a pathway. Currently, this shoulder is often not usable during the winter months due to stormwater runoff and mud. A new pervious concrete pathway will create a safe place to walk outside of the street and encourage more pedestrian travel. Also, new curbs and gutters will be installed to control water in the roadways and the grading work as part of the project will facilitate future beautification and landscaping opportunities in this area.

A three-foot wide landscaped buffer zone will be created between the pedestrian path and the edge of the pavement, providing separation for pedestrians from vehicles traveling on the adjacent roadway. The pathway material will utilize the latest recommended design standards for permeable concrete to promote stormwater infiltration. This surface will also be usable during all seasons and will not require closure for maintenance which are typical for decoposed granite pathways.

Additional crosswalks will also be added, providing better access to and from the new pathways.

This project will provide a Safe Route to School for families with children in kindergarten through 8th grade attending North Hillsborough and Crocker Middle schools, and a safe walking path for other nearby residents. The proposed Project may reduce traffic congestion near the school, improve pedestrian accessibility, safety, and convenience, develop our pedestrian network and remove obstacles, and beautify the corridor.

This project was advertised on the Town’s website and posted in the Mercury Times. Three construction firms submitted bids for this project. Bids were opened at 2:00 PM on Thursday, June 1, 2023, and bid results were announced in the Town Hall Council Chamber in accordance with the Town’s policy and procedures. A bid summary is as follows:
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Redgwick Construction Co. $965,600.00
RK Engineering, Inc. $970,584.50
FBD Vanguard Construction Inc. $1,459,372.00
The apparent low bid in the amount of $965,600.00 was submitted by Redgwick Construction Co.

Staff conducted an analysis of the bid submittal and determined that the bidder’s qualifications and experience levels are satisfactory to perform all work associated with this project. Engineering staff previously budgeted $803,000 for this project under the FY 2023-24 CIP budget. As the bids received were higher than originally anticipated, staff will bring this project back to the City Council for acceptance with a budget amendment, when complete. The Town had previously budgeted $200,000 from the General Fund aside from the grant funds received. Redgwick Construction Co. is a local construction firm and previously worked on similar projects around the Bay Area.

FISCAL IMPACT: The Town applied for and received two separate grants through the San Mateo County Transportation Authority totaling $589,000.00: $200,000.00 was received from the Alternative Congestion Relief and Transportation Demand Management Project and $389,000.00 was received from the 2022 Cycle 6 Measure A&W Pedestrian and Bicycle Program. Project funding is recommended to be allocated from the approved budget for the Eucalyptus Pathway project (#411) and the ADA Improvements Program (#402) in the amount of $965,600.00 with a 10% contingency in the amount of $96,560.00 allocated for use if needed, for a total allocation of $1,062,160.00.

ENVIRONMENTAL ISSUES: This project is exempt from the California Environmental Quality Act (CEQA) per Section 15301 of the California Code of Regulations.

ATTACHMENTS: Resolution
PREPARED BY: Paul Willis, Director of Public Works
RECOMMENDATION: Adopt the resolution awarding to and authorizing the City Manager to execute the contract with Redgwick Construction Co. for the Eucalyptus Pedestrian Pathway project the amount of $965,600.00 with a 10% contingency in the amount of $96,560.00 if needed, for a total construction budget of $1,062,160.00.
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RESOLUTION NO. 23-

RESOLUTION OF THE CITY COUNCIL OF THE TOWN OF HILLSBOROUGH

AWARDING THE EUCALYPTUS PEDESTRIAN PATHWAY PROJECT TO REDWICK CONSTRUCTION CO. IN THE AMOUNT OF $965,600.00 WITH 10% CONTINGENCY OF $96,560.00 FOR A TOTAL PROJECT BUDGET OF $1,062,160.00 PURSUANT TO CEQA GUIDELINE 15301
WHEREAS, the 500 block to the 700 block of Eucalyptus Avenue is heavily traveled by both students walking and biking to and from North Hillsborough and Crocker Middle schools, and other residents using it for recreational activities; and
WHEREAS, this section of Eucalyptus Avenue is a great opportunity to provide a safe route to school for families with children attending North Hillsborough and Crocker Middle schools, and a safe walking path for other nearby residents; and
WHEREAS, the proposed project may reduce traffic congestion near the school, improve pedestrian accessibility, safety, and convenience, develop our pedestrian network and remove obstacles, and beautify the corridor; and WHEREAS, plans and specifications have been developed for improvements to the area to include a 1,900-foot-long pathway that includes a five-foot wide Americans with Disabilities Act (ADA)-accessible pedestrian path, three new ADA ramps and improved crosswalks to enhance the accessibility for pedestrians and improve the street scape along this well-traveled corridor; and
WHEREAS, an Invitation for Bids was advertised, and three bids were received and opened by the Town on June 1, 2023; and
WHEREAS, staff evaluated the lowest bid received from Redgwick Construction Co. and found the bid and the firm to be in order and acceptable; and WHEREAS, staff applied for and received two separate grants through the San Mateo County Transportation Authority totaling $589,000.00: $200,000.00 was received from the Alternative Congestion Relief and Transportation Demand Management Project and $389,000.00 was received from the 2022 Cycle 6 Measure A&W Pedestrian and Bicycle Program; and WHEREAS, funding for this project will be allocated from the Eucalyptus Pathway project (#411) and the ADA Improvements Program (#402) in the amount of $965,600.00 with a 10% contingency in the amount of $96,560.00 allocated for use if needed, for a total allocation of $1,062,160.00 NOW, THEREFORE, BE IT RESOLVED that the City Council of the Town of Hillsborough hereby awards to and authorizes the City Manager to execute a contract with Redgwick Construction Co. for the Eucalyptus Pedestrian Pathway Project in the -245-
2 amount of $965,600.00 with a Town owned and controlled 10% contingency in the amount of $96,560.00, allocating funds from the budget established for the Eucalyptus Pathway project (#411) and the ADA Improvements Program (#402), for a total project budget of $1,062,160.00.

AYES: Councilmembers
NOES: Councilmembers
ABSENT: Councilmembers
ABSTAIN: Councilmembers
-246-

TOWN OF HILLSBOROUGH
San Mateo County
1600 Floribunda Avenue
Hillsborough, CA 94010
19 DISCUSSION

CITY COUNCIL MEETING
JUNE 12, 2023

AGENDA STAFF REPORT
ITEM SUBJECT: DISCUSS AND PROVIDE DIRECTION ON THE IMPLEMENTATION AND ENFORCEMENT OF ORDINANCE NO. 789 REGARDING TREE PROTECTION PURSUANT TO CEQA GUIDELINES 15061(B)(3), 15307, 15308, AND 15378
SUMMARY: On February 13, 2023, the City Council adopted changes to the Town’s Municipal Code related to tree protection pursuant to its adoption of Ordinance No. 789. A summary of the major changes is provided at the end of this report.

As noted in Ordinance No. 789 implementation and enforcement of the changes to the Municipal Code are not set to occur until July 1, 2023. Since adoption, staff has been working to develop the tools necessary to implement and enforce the ordinance, including the development of a Request for Proposals (RFP) for consulting arborists, the creation of a neighbor noticing template, and a new arborist report template. These items are currently in development to be utilized in the coming months, along with training for staff and consultants on the new requirements.

Since the adoption, there have been a few topics raised for discussion, including: (1) safety concerns as it relates to storm-related risks, (2) clarification of the ordinance requirements related to arborist reports, and (3) the development of a Council policy to provide flexibility around fees. (1) The code addresses public safety concerns in the Municipal Code in Chapter 14 (14.04.040(D) and 14.04.050(B)(3)). The City Engineer has authority to issue a tree removal permit on safety grounds if the tree has been determined to be diseased, damaged, or a danger to persons or property.
(2) There is a single arborist report required from the applicant wishing to remove a tree and the Town’s on-call consulting arborist will be responsible for:
• Reviewing arborist reports and tree removal permits
• Recommendations for replacement trees in the case of removal • Assessing tree risk
• Plan check reviews to determine if the appropriate tree protection measures are in place • Recommendations for new or additional tree protection measures, if necessary • Monitoring services for compliance with approved tree protection plans • Providing expertise for tree valuation, code enforcement actions, and general tree questions
• Assistance with general tree questions that may arise. (3) As part of the implementation, staff will revise the fees associated with tree removal to incorporate the costs of the on-call consulting arborist services. Town staff will ensure that any increases to the fees reflect the true cost to the Town, are competitive and in-line with -247-
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neighboring jurisdictions, and evaluate the potential creation of a Council policy to allow for fee reductions and/or waivers.

Summary of major changes:
• A town qualified arborist shall be the authorized officer to determine whether a tree is dead, diseased, infested or dying for purposes of whether the tree constitutes a nuisance. Easements were also added to the list of locations that could be affected by trees as nuisances, giving the Town the authority to cite easement holders accordingly. • New definition of “protected tree”: All species with a diameter of 18”, measured at 4 feet, 6 inches above grade (diameter at breast/standard height, [DSH]). Creating a definition of a protected tree will address a need to clarify how the city treats trees at different sizes. A decrease from 36” to 18” will enable the Town to protect more trees that are middle-aged and provide the greatest quantity of environmental services available to the Town. This change will result in increased tree removal permits submitted to Town staff, which will increase staff resources needed to complete permits. However, staff is recommending approval of this measure despite the additional staff resources required, as the environmental benefits of preserving more trees outweighs the minimal cost to the Town in the form of additional staff hours.
• The actions that constitute removal of a tree were updated to reflect International Society of Arboriculture (“ISA”) standard language, and to include that a town-qualified arborist shall be the authorized agent to determine if actions taken shall permanently compromise the health and safety of a tree.
• A new section was added to address a need for protected tree replacement requirements to appear in the municipal code. This includes that all protected trees that are removed must be replaced with 1 tree that is of the same species or suitable alternative; that is, a 24” box size.

The property owner must replace the tree if it dies within 6 months, and the future property owners must continue to maintain the tree. If the site cannot support new tree planting, in-lieu fees to the Town’s tree preservation fund will be required. • New penalties for violation include that if a tree is not able to be restored to its former condition, a penalty will be assessed of either $150 per inch of trunk diameter of the removed tree, or the appraised value of the removed tree as determined by the 10th Edition ISA Guide for Plan Appraisal, whichever is greater. An additional fee may be assessed to mitigate damages caused during the tree removal. • A replacement tree of a species approved by the town that is 36” box size will be required to be planted within 6 months if a town qualified arborist determines the damaged tree cannot be restored to its original condition. • Additional penalties and the withholding or revocation of building permits apply should a developer violate the chapter. The Building & Planning Department may suspend any permit processing or issue a stop work notice pending City Council review and shall request City Council to withhold permits for a maximum of 6 months if construction has -248-
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begun, or revoke permits for constructions on properties that has not begun. The section also describes the process for seeking a hearing before the City Council if the illegal removal or relocation of protected trees takes place.

FISCAL IMPACT: None. This is a discussion item only.

ENVIRONMENTAL ISSUES: The proposed action is exempt from the requirements of the California Environmental Quality Act (CEQA) in that it is not a Project which has the potential for causing a significant effect on the environment pursuant to CEQA Guideline section 15061(b)(3),and, alternatively, is exempt from further CEQA review under CEQA Guideline sections 15307 and 15308 as an action authorized by local ordinance to maintain, restore, or enhance a natural resource. Finally, the proposed action is also exempt from CEQA under Guidelines sections 15378(b)(2) and 15378(b)(5) as ongoing administrative or organizational activities that will not result in direct or indirect physical changes in the environment ATTACHMENTS: None
PREPARED BY: Mandy Brown, Senior Management Analyst
RECOMMENDATION: Discuss and provide direction on the implementation and enforcement of Ordinance No. 789.
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Hillsborough City CouncilJune 12, 2023

Hillsborough City Council
June 12, 2023