Agenda packet, regular meeting — Los Altos Hills City Council, January 15, 2026 (part 4 of 5)

Hock safety
the offense( s) for which the individual was convicted and their relevance to the job duties to LAH under the Agreement, and ( ii) the elapsed time and employment history since the most recent conviction and/ or completion of the sentence. If a current or prospective Vendor agent, or employee attempts to withhold or falsify information pertaining to previous criminal convictions, that individual will be disqualified from any assignment to perform Services. In performing background checks for persons being considered for assignment to perform Services for LAH, Vendor is required to comply with all applicable laws.

6. 0 Vulnerability Management.

6. 1 Vendor will develop, maintain, and adhere to documented procedures for network vulnerability management, including quarterly scanning of systems which transmit, process, or store any LAH Confidential Information.

6. 2 Vulnerability management procedures shall define timely remediation of detected vulnerabilities.

6. 3 Vendor will accurately log all activities of network vulnerability scanning and remediation, and maintain appropriate documentation of sufficient detail that demonstrates reasonable, good faith efforts to remediate vulnerabilities on systems which contain or have the potential to contain any LAH Confidential Information.

6. 4 Vendor will develop, maintain, and adhere to documented procedures for web application vulnerability management. Those procedures will include automated inspection or scanning of web applications transmitting, processing, or storing any LAH Confidential Information for OWASP Top 10.

6. 5 Vendor will accurately log all activities of web application vulnerability scanning and remediation, and maintain appropriate documentation of sufficient detail that demonstrates reasonable, good faith efforts to remediate vulnerabilities in web applications which transmit, process, or store any LAH Confidential Information.

LAH ( Data Exporter) Vendor ( Data Importer)
G o Cc W' P/L1Pi
By: By:

Carj Cc, h Alex Latraverse
Name: Name:

Title: _"' J nc4i
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Title: _
9/ 29/ 202,1
Date: Date:
09/ 28/ 2021
Document Ref., CQ2U4-BPJYB-FGMWW-AYSJD

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rock safety
ATTACHMENT 2

SUBPROCESSORS
There are not any subprocessors.

Document Ref: CQ2U4-BPJYB-FGMNM-AYSJD Page 21 of 21 Page 468 of 678 Signature Certificate
Document Ref.: CQ2U4- BPJYB- FGMWW- AYSJD
Document signed by:

Alex Lat
Verified E- mail:
[email protected]
Document completed by all parties on:
28 Sep 2021. 08: 53: 54 UTC

Page 1 of 1 ends

Signed with PandaDoc. com 10 9P
Panda© oc is a document workflow and certified eSignature solution trusted by 25, 000+ companies worldwide. M

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1 Master Services Agreement
This Master Services 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”). 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.

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

1.1 “ Agreement” means the order form (to be provided as Exhibit A, “Order Form”), these terms and conditions, and any document therein incorporated by reference in section 11.4.

1.2 “Anonymized Data” means Customer Data permanently stripped of identifying details and any potential personally identifiable information, by commercially available standards which ITEM 6A Attachment 2

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2 irreversibly alters data in such a way that a data subject ( i.e., individual person or entity) can no longer be identified directly or indirectly.

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

1.4 “ Customer Data” means the data, media, and content provided by Customer through the Services. For the avoidance of doubt, the Customer Data will include the Footage.

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

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

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

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

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

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

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

1.12 “Integration Data” means any distribution of data from a Customer requested third party integration.

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

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3 1.14 “ Permitted Purpose” means for legitimate public safety and/ or business purpose, including but not limited to the awareness, prevention, and prosecution of crime; investigations; and prevention of commercial harm, to the extent permitted by law.

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

1.16 “ Term” means the date, unless otherwise stated in the Order Form, upon which the cameras are validated by both Parties as operational.

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

2. SERVICES AND SUPPORT

Customer shall undertake reasonable efforts to make all Authorized End Users aware of all applicable provisions of this Agreement and shall cause Authorized End Users to comply with such provisions. Flock may use the services of one or more third parties to deliver any part of the Flock Services, (such as using a third party to host the Web Interface for cloud storage or a cell phone provider for wireless cellular coverage).

2.2 Embedded Software License. Flock grants Customer a limited, non- exclusive, 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.

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4 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 support@flocksafety. com ( such services collectively referred to as Support Services”).

2.4 Updates to Platform. Flock may make any updates to system or platform that it deems necessary or useful to (i) maintain or enhance the quality or delivery of Flock’ s products or services to its agencies, the competitive strength of, or market for, Flock’s products or services, such platform or system’ s cost efficiency or performance, or (ii) to comply with applicable law.

Parties understand that such updates are necessary from time to time and will not diminish the quality of the services or materially change any terms or conditions within this Agreement.

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. 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

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5 Flock; ( c) Customer or any Authorized End User is/are using the Flock IP for fraudulent or illegal activities; ( d) Customer has violated any term of this provision, including, but not limited to, utilizing Flock Services for anything other than the Permitted Purpose; or (e) any unauthorized access to Flock Services through Customer’ s account (“ Service Suspension”).

Customer shall not be entitled to any remedy for the Service Suspension period, including any reimbursement, tolling, or credit. If the Service Suspension was not caused by Customer, the Term will be tolled by the duration of the Service Suspension.

2.7 Hazardous Conditions. Flock Services do not contemplate hazardous materials, or other hazardous conditions, including, without limit, asbestos, lead, or toxic or flammable substances.

In the event any such hazardous materials are discovered in the designated locations in which Flock is to perform services under this Agreement, Flock shall have the right to cease work immediately.

3. CUSTOMER OBLIGATIONS

3.1 Customer Obligations. Flock will assist Customer Authorized End Users in the creation of a User ID. Authorized End Users agree to provide Flock with accurate, complete, and updated registration information. Authorized End Users may not select as their User ID, a name that they do not have the right to use, or any other name with the intent of impersonation. Customer and Authorized End Users may not transfer their account to anyone else without prior written permission of Flock. Authorized End Users shall not share their account username or password information and must protect the security of the username and password. Unless otherwise stated and defined in 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 ( e.g., laptops, internet connection, mobile devices, etc.). Customer shall ( at its own expense) provide Flock with reasonable access and use of Customer facilities and Customer personnel in order to enable

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6 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

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7 license is required for continuity of Services. Flock does not own and shall not sell Anonymized Data.

4.4 Data Distribution. Customer may, upon request, choose to integrate Flock Services with a third party to either distribute Integration Data or Customer Data (such third party, “Recipient”).

Upon such request, Customer hereby grants to Flock a non- exclusive, non- transferable, royaltyfree, perpetual license to access, share, view, record, duplicate, store, save, reproduce, modify, display, and distribute Customer Data and/or Integration Data, as required by the requested distribution. Customer acknowledges that such data may be viewed, recorded, duplicated, stored, saved, reproduced, modified, displayed, distributed, and retained by Recipient for a period longer than Flock’ s standard retention period and hereby provides consent to such retention period. Unless expressly listed in the Order Form, the provision, access, or use of any Application Programming Interfaces ("APIs") is not included under this Agreement. Any rights, licenses, or obligations related to APIs shall be governed solely by the terms set forth in the Order Form or a separate agreement between the parties.

5. CONFIDENTIALITY; DISCLOSURES

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

Proprietary Information of Flock includes non- public information provided by the Disclosing Party to the Receiving Party regarding features, functionality and performance of this Agreement. Proprietary Information of Customer includes non-public data provided by Customer to Flock or collected by Flock via Flock Services, which includes but is not limited to geolocation information and environmental data collected by sensors. The Receiving Party agrees: ( i) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the Party takes with its own proprietary information, but in no event less than commercially reasonable precautions, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally

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8 available to the public; or (b) was in its possession or known by it prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Proprietary Information of the Disclosing Party.

Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. At the termination of 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) directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to discover, or recreate the source code, object code or underlying structure, ideas or algorithm of the Flock Services or any software provided hereunder; modify, translate, or create derivative works based on the Flock Services or any software provided hereunder, ( ii) 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; (iii) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Flock IP; (iv) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within the Flock Services or Flock IP; ( v) use the Flock Services for anything other than the Permitted Purpose; or (vi) assign, sublicense, sell, resell, lease, rent, or otherwise transfer, convey, pledge as security, or otherwise encumber, Customer’ s rights. There are no implied rights.

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9 preservation or disclosure is reasonably necessary to comply with a legal process, enforce this Agreement, or detect, prevent or otherwise address security, privacy, fraud or technical issues, or emergency situations.

6. PAYMENT OF FEES

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. To the extent the Order Form is silent, Customer shall pay all invoices net thirty ( 30) days from the date of receipt. 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. In the event of any changes to fees, Flock shall provide Customer with sixty (60) days notice (email sufficient) prior to the end of the Initial Term or Renewal Term ( as applicable). Any such changes to fees shall only impact subsequent Renewal Terms.

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

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10 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”). Unless otherwise indicated on the Order Form, the Term shall commence upon first installation of Flock Hardware, as applicable. Following the Term, unless otherwise indicated on the Order Form, 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.

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. 8. REMEDY FOR DEFECT; WARRANTY AND DISCLAIMER

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11 testing within a commercially reasonable time, but no longer than seven ( 7) business days after Customer gives notice to Flock.

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

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

8.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 8.1 ABOVE IS CUSTOMER’S SOLE REMEDY, AND FLOCK’ S SOLE LIABILITY, WITH RESPECT TO DEFECTS.

FLOCK IS NOT LIABLE FOR ANY DAMAGES OR ISSUES ARISING FROM THIRDPARTY DISTRIBUTIONS REQUESTED BY CUSTOMER. AFOREMENTIONED DISTRIBUTION IS AT CUSTOMER’S OWN RISK. FLOCK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE

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

EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THIS

DISCLAIMER ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 11.6.

8.5 Insurance. Flock will maintain commercial general liability policies to be provided as Exhibit B.

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12 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

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 CRIM INAL ACTIVITY OR INABILITY TO CAPTURE FOOTAGE; OR (F) FOR ANY AMOUNTS

THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS,

EXCEED THE FEES PAID AND/OR PAYABLE BY CUSTOMER TO FLOCK FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE ( 12) MONTHS PRIOR TO THE

ACT OR OMISSION THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THIS LIMITATION OF LIABILITY OF SECTION ONLY APPLIES TO THE EXTENT

ALLOWED BY THE GOVERNING LAW OF THE STATE REFERENCED IN SECTION

11.6. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE FOREGOING

LIMITATIONS OF LIABILITY SHALL NOT APPLY (I) IN THE EVENT OF GROSS

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13 NEGLIGENCE OR WILLFUL MISCONDUCT, OR ( II) INDEMNIFICATION OBLIGATIONS.

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

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

10. INSTALLATION SERVICES AND OBLIGATIONS

10.1 Ownership of Hardware. Flock Hardware is owned and shall remain the exclusive property of Flock. Title to any Flock Hardware shall not pass to Customer upon execution of 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 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.

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14 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 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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15 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 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. All waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. None of Customer’ s purchase orders, authorizations or similar documents will alter the terms of this Agreement, and any such conflicting terms are expressly rejected. Any mutually agreed upon future purchase order is subject to these legal terms and does not alter the rights and obligations under this Agreement, except that future purchase orders may outline additional products, services, quantities and billing terms to be mutually accepted by Parties. In the event of any conflict of terms found in 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 in which the Customer is located. The Parties hereto agree that venue would be proper in the

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16 chosen courts of the State of which the Customer is located. The Parties agree that the 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 Order Form 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. Upon prior written consent, Flock has the right to reference and use Customer’ s name and disclose the nature of the Services in business and development and marketing efforts.

Nothing contained in this Agreement shall be construed as conferring on any Party, any right to use the other Party’s name as an endorsement of product/service.

11.9 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

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17 commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

11.11 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 upon the Effective Date.

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 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 to the address listed on the Order Form ( or, if different, below), if sent by certified or registered mail, return receipt requested. All notices will be provided to the email or mailing address listed in the Order Form.

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

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18 FLOCK NOTICES ADDRESS:
1170 HOWELL MILL ROAD, NW SUITE 210
ATLANTA, GA 30318
ATTN: LEGAL DEPARTMENT
EMAIL: legal@flocksafety. com
Customer NOTICES ADDRESS:

ADDRESS:

ATTN:

EMAIL:

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19 EXHIBIT B

INSURANCE
Required Coverage. Flock shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the services under this Agreement and the results of that work by Flock or its agents, representatives, employees or subcontractors. Insurance shall be placed with insurers with a current A. M. Best rating of no less than “A” and “VII”. Flock shall obtain and, during the term of this Agreement, shall maintain policies of professional liability errors and omissions), automobile liability, and general liability insurance for insurable amounts of not less than the limits listed herein. The insurance policies shall provide that the policies shall remain in full force during the life of the Agreement. Flock shall procure and shall maintain during the life of this Agreement Worker' s Compensation insurance as required by applicable State law for all Flock employees. For the avoidance of doubt, ( i) all required insurance limits by Customer can be met through a combination of primary and excess/umbrella coverage, and (ii) Flock’ s Cyber and Professional Liability/Errors and Omissions insurance has a shared limit of Five Million Dollars ( 5,000,000) per incident and in the aggregate.

Types and Amounts Required. Flock shall maintain, at minimum, the following insurance coverage for the duration of this Agreement:
i) Commercial General Liability insurance written on an occurrence basis with minimum limits of One Million Dollars ($ 1,000,000) per occurrence and Two Million Dollars ($ 2,000,000) in the aggregate for bodily injury, death, and property damage, including personal injury, contractual liability, independent contractors, broad-form property damage, and product and completed operations coverage;
ii) Workers Compensation insurance in accordance with statutory limits; iii) Professional Liability/ Errors and Omissions insurance with minimum limits of Five Million Dollars ($5,000,000) per occurrence and Five Million Dollars ($5,000,000) in the aggregate;

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20 iv) Commercial Automobile Liability insurance with a minimum combined single limit of One Million Dollars ($ 1,000,000) per occurrence for bodily injury, death, and property coverage, including owned and non-owned and hired automobile coverage; and v) Cyber Liability insurance written on an occurrence basis with minimum limits of Five Million Dollars ($ 5,000, 000).

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Flock Safety + CA - City of Los Altos
Hills
Flock Group Inc.
1170 Howell Mill Rd, Suite 210
Atlanta, GA 30318
MAIN CONTACT:

Sam Meyer
[email protected]
4082348497

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EXHIBIT A

ORDER FORM
Customer: CA - City of Los Altos Hills Initial Term: 62 Months Legal Entity Name: CA - City of Los Altos Hills Renewal Term: 24 Months Accounts Payable Email: Payment Terms: Net 30
Address: 26379 Fremont Road Los Altos, California 94022 Billing Frequency: Annual Retention Period: 30 Days
Hardware and Software Products
Annual recurring amounts over subscription term
Item Cost Quantity Total
Flock Safety Platform $ 93,000. 00
Flock Safety Flock OS
FlockOS ™ - Essentials Included 1 Included
Flock Safety LPR Products
Flock Safety LPR, fka Falcon Included 31 Included
Professional Services and One Time Purchases
Item Cost Quantity Total
One Time Fees
Subtotal Invoice 1: $ 18,812. 35
Annual Recurring Subtotal: $ 93,000. 00
Estimated Tax: $ 0.00
Contract Total: $ 483, 812. 35
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.

The Term for Flock Hardware shall commence upon first installation and validation, except that the Term for any Flock Hardwar e that requires selfinstallation shall commence upon execution of the Agreement. In the event a Customer purchases more than one type of Flock Hardware, the earliest Term start date shall control. In the event a Customer purchases software only, the Term shall commence upon execution of the Agreement.

Special Terms:

The Term of this contract shall be from 04/ 18/ 2025 - 06/ 30/ 2030.

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Billing Schedule
Billing Schedule Amount (USD)
Invoice 1
At 4/18/ 2025 $ 18, 812. 35
Annual Recurring after Invoice 1 ( 7/1) $ 93, 000. 00
Contract Total $ 483, 812. 35
Tax not included

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Product and Services Description
Flock Safety Platform Items Product Description
FlockOS ™ - Essentials
An integrated public safety platform that detects, centralizes and decodes actionable evidence to increase safety, improve efficiency, and connect the community.

Flock Safety LPR, fka Falcon
Law enforcement grade infrastructure- free ( solar power + LTE) license plate recognition camera with Vehicle Fingerprint ™ technology ( proprietary machine learning software) and real- time alerts for unlimited users.

FlockOS Features & Description
FlockOS Features Description
Community Network Access
The ability to request direct access to feeds from privately owned Flock Safety LPR cameras located in neighborhoods, schools, and businesses in your community, significantly increasing actionable evidence that clears cases.

Unlimited Users Unlimited users for FlockOS
State Network ( License Plate Lookup Only) Allows agencies to look up license plates on all cameras opted into the Flock Safety network within your state.

Nationwide Network ( License Plate Lookup Only)
With the vast Flock Safety sharing network, law enforcement agencies no longer have to rely on just their devices alone. Agencies can leverage a nationwide system boasting 10 billion additional plate reads per month to amplify the potential to collect vital evidence in otherwise dead- end investigations.

Law Enforcement Network Access
The ability to request direct access to evidence detection devices from Law Enforcement agencies outside of your jurisdiction.

Time & Location Based Search Search full, partial, and temporary plates by time at particular device locations License Plate Lookup Look up specific license plate location history captured on Flock devices Vehicle Fingerprint Search Search footage using Vehicle Fingerprint™ technology. Access vehicle type, make, color, license plate state, missing / covered plates, and other unique features like bumper stickers, decals, and roof racks.

Insights & Analytics
Reporting tool to help administrators manage their LPR program with device performance data, user and network audits, plate read reports, hot list alert reports, event logs, and outcome reports.

ESRI Based Map Interface Map- based interface that consolidates all data streams and the locations of each connected asset, enabling greater situational awareness and a common operating picture.

Real- Time NCIC Alerts on Flock ALPR Cameras
Receive automated alerts when vehicles entered into established databases for missing and wanted persons are detected, including the FBI&# 39; s National Crime Information Center ( NCIC) and National Center for Missing & amp; Exploited Children ( NCMEC) databases.

Unlimited Custom Hot Lists
Ability to add a suspect&# 39; s license plate to a custom list and get alerted when it passes by a Flock camera

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By executing this Order Form, Customer represents and warrants that it has read and agrees all of the terms and conditions contained in the Terms of Service located at https://www.flocksafety.com/terms-and-conditions L1/
The Parties have executed this Agreement as of the dates set forth below.

FLOCK GROUP, INC. Customer: CA - City of Los Altos Hills By:

Signature2\
By:

FSSignature1\
Name:

Fullname2\
Name:

Cody Einfalte1\
Title:

FSTitle2\
Title:

Deputy City Managerre1\
Date:

FSDateSigned2\
Date:
3/10/2025
PO Number:

N.A.

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Flock Safety + CA - East Palo Alto PD
______________
Flock Group Inc.
1170 Howell Mill Rd, Suite 210
Atlanta, GA 30318
______________
MAIN CONTACT:

Jeffrey Lents
[email protected]
480 621 2406
Docusign Envelope ID: 14375589-CD62-47BF-99E4-FEF2A4DDD0EE

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EXHIBIT A

ORDER FORM
Customer: CA - East Palo Alto PD Initial Term: 12 Months Legal Entity Name: CA - East Palo Alto PD Renewal Term: 12 Months Accounts Payable Email: [email protected] Payment Terms: Net 30 Address: 141 Demeter St Palo Alto, California 94303 Billing Frequency: Annual Retention Period: 30 Days
Hardware and Software Products
Annual recurring amounts over subscription term
Item Cost Quantity Total
Flock Safety Platform $75,000.00
Flock Safety Flock OS
FlockOS ™ - Elite Included 1 Included
Flock Safety LPR Products
Flock Safety Falcon ® Included 25 Included
Professional Services and One Time Purchases
Item Cost Quantity Total
One Time Fees
Flock Safety Professional Services
Professional Services - Standard Implementation Fee $650.00 8 $5,200.00 Professional Services - Existing Infrastructure
Implementation Fee $150.00 17 $2,550.00
Subtotal Year 1: $82,750.00
Annual Recurring Subtotal: $75,000.00
Estimated Tax: $0.00
Contract Total: $82,750.00
The Term for Flock Hardware shall commence upon first installation and validation, except that the Term for any Flock Hardware that requires selfinstallation shall commence upon execution of the Agreement. In the event a Customer purchases more than one type of Flock Hardware, the earliest Term start date shall control. In the event a Customer purchases software only, the Term shall commence upon execution of the Agreement.

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.

Docusign Envelope ID: 14375589-CD62-47BF-99E4-FEF2A4DDD0EE

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Billing Schedule
Billing Schedule Amount (USD)
Year 1
At Contract Signing $82,750.00
Annual Recurring after Year 1 $75,000.00
Contract Total $82,750.00
*Tax not included
Docusign Envelope ID: 14375589-CD62-47BF-99E4-FEF2A4DDD0EE

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Product and Services Description
Flock Safety Platform Items Product Description
FlockOS ™ - Elite
An integrated public safety platform that detects, centralizes and decodes actionable evidence to increase safety, improve efficiency, and connect the community.

Flock Safety Falcon ®
Law enforcement grade infrastructure-free (solar power + LTE) license plate recognition camera with Vehicle Fingerprint ™ technology (proprietary machine learning software) and real-time alerts for unlimited users.

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

FlockOS Features & Description
FlockOS Features Description
Community Network Access Access to all privately owned Flock devices within your jurisdiction that have been shared with you.

Unlimited Users Unlimited users for FlockOS
State Network (License Plate Lookup Only) Allows agencies to look up license plates on all cameras opted in to the statewide Flock network.

Nationwide Network (License Plate Lookup Only) Allows agencies to look up license plates on all cameras opted in to the nationwide Flock network.

Law Enforcement Network Access Access to all Flock devices owned by law enforcement that have been directly shared with you. Have ability to search by vehicle fingerprint, receive hot list alerts, and view devices on the map.

Insights & Analytics Reporting tool to help administrators manage their LPR program with device performance data, user and network audits, plate read reports, hot list alert reports, event logs, and outcome reports.

Convoy Search Identify vehicles that have been seen together so you can verify a potential accomplice and getaway car used during a string of vehicle thefts; Show me vehicles that were seen near this specific car multiple times.

Visual Search Upload a suspect vehicle photo from and alternative source (i.e. CCTV, doorbell camera, mobile phone), and machine learning will match it to vehicles recorded by Flock Safety cameras in the past 30 days Multi Geo Search Perform single and multi-location-based searches to link a suspect vehicle to one, or multiple crime scenes ESRI Based Map Interface
Flock Safety’s maps are powered by ESRI, which offers the ability for 3D visualization, viewing of floor plans, and layering of external GIS data, such as City infrastructure (i.e., public facilities, transit systems, utilities), Boundary mapping (i.e., precincts, county lines, beat maps), and Interior floor plans (i.e., hospitals, corporate campuses, universities)
Real-Time NCIC Alerts on Flock ALPR Cameras Alert sent when a vehicle entered into the NCIC crime database passes by a Flock camera Unlimited Custom Hot Lists Ability to add a suspect’s license plate to a custom list and get alerted when it passes by a Flock camera Custom Hot List Deconfliction Allows Flock users to identify overlapping investigations and provide the contact information of opted-in parties to facilitate collaboration.

Custom Hot List Attachments The ability to add case notes, photos, reports, and other relevant case information to Custom Hot List Alerts Unlimited Vehicle Description Alerts
Users can set up and receive notifications for suspect vehicles based on body type, make, color, location and timeframe. Notifications are sent via app, SMS or email when a vehicle matching the predetermined criteria passes a camera in your organization's network.

Real-Time Routing Displays possible vehicle routes on the Map after Hot List Hits Wing Gateway, Wing Cloud, Wing VMS Unlocks access to purchase Wing.

Custom Map Layers Ability for customers (and Flock Admins) to add & view public and proprietary ESRI map layers to FlockOS’ Map experience.

Automatic Vehicle Location (AVL) Connection Displays Automatic Vehicle Location (AVL) of Patrol Vehicles on the Map, providing additional situational awareness.

Computer Aided Dispatch (CAD) Connection Displays Computer Aided Dispatch (CAD) alerts such as 911 calls on the Map, providing additional context.

Body Camera/Dash Camera Integration Displays Body Worn Camera (BWC) locations on the Map, providing additional situational awareness.

Floor Plans Displays interior floor plans of buildings on the Map, providing additional situational awareness Camera Registry Program
Flock Safety built and maintained agency website that allows citizens to register their cameras and indicate that they may be viewed by law enforcement. Law enforcement can view each registered camera’s location on the FlockOS map.

Docusign Envelope ID: 14375589-CD62-47BF-99E4-FEF2A4DDD0EE

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SSO Ability to sign into the Flock Safety platform via Okta Single Sign On (SSO). This increases login speed and information security.

Docusign Envelope ID: 14375589-CD62-47BF-99E4-FEF2A4DDD0EE

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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.

The Parties have executed this Agreement as of the dates set forth below.

FLOCK GROUP, INC. Customer: CA - East Palo Alto PD
By:
\FSSignature2\
By:
\FSSignature1\
Name:
\FSFullname2\
Name:
\FSFullname1\
Title:
\FSTitle2\
Title:
\FSTitle1\
Date:
\FSDateSigned2\
Date:
\FSDateSigned1\
PO Number:

Docusign Envelope ID: 14375589-CD62-47BF-99E4-FEF2A4DDD0EE N/A
Melvin E. Gaines
City Manager
10/31/2024
Mark Smith
Flock- General Counsel
10/31/2024

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Master Services Agreement
This Master Services 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” or “City”) (each a “Party,” and together, the “Parties”) on this the 18 day of April 2024. 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, Flock offers a software and hardware situational awareness solution through Flock’s technology platform that upon detection is capable of capturing audio, video, image, and recording data and provide notifications to Customer (“Notifications”); WHEREAS, Customer desires access to the Flock Services (defined below) on existing devices, provided by Customer, or Flock provided Flock Hardware (as defined below) in order to create, view, search and archive Footage and receive Notifications, via the Flock Services; WHEREAS, Customer shall have access to the Footage in Flock Services. Pursuant to Flock’s standard Retention Period (defined below) Flock deletes all Footage on a rolling thirty (30) day basis, except as otherwise stated on the Order Form. Customer shall be responsible for extracting, downloading and archiving Footage from the Flock Services on its own storage devices; and
WHEREAS, Flock desires to provide Customer the Flock Services and any access thereto, subject to the terms and conditions of this Agreement, solely for the awareness, prevention, and prosecution of crime, bona fide investigations and evidence gathering for law enforcement purposes, (“Permitted Purpose”).

AGREEMENT
Docusign Envelope ID: 14375589-CD62-47BF-99E4-FEF2A4DDD0EE

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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.

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.

Docusign Envelope ID: 14375589-CD62-47BF-99E4-FEF2A4DDD0EE

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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.

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.

Docusign Envelope ID: 14375589-CD62-47BF-99E4-FEF2A4DDD0EE

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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).

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 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.

Docusign Envelope ID: 14375589-CD62-47BF-99E4-FEF2A4DDD0EE

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

2.7 Hazardous Conditions. Flock Services do not contemplate hazardous materials, or other hazardous conditions, including, without limit, asbestos, lead, toxic or flammable substances. In the event any such hazardous materials are discovered in the designated locations in which Flock Docusign Envelope ID: 14375589-CD62-47BF-99E4-FEF2A4DDD0EE

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is to perform services under this Agreement, Flock shall have the right to cease work immediately.

2.8 Personnel. Flock agrees to assign only competent personnel according to the reasonable and customary standards of training and experience in the relevant field to perform services under this Agreement. Failure to assign such competent personnel shall constitute ground for termination of this Agreement.

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 Customer personnel in order to enable Flock to perform Services (such obligations of Customer are collectively defined as “Customer Obligations”).

3.3 Cooperation by Customer. Customer shall, to the extent reasonable and practicable, assist and cooperate with Flock in the performance of Flock’s services hereunder.

Docusign Envelope ID: 14375589-CD62-47BF-99E4-FEF2A4DDD0EE

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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, non-transferable, 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, non-transferable, 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, non-transferable right to use and distribute such Anonymized Data to improve and enhance the Services and for other development, diagnostic and corrective purposes, and other Flock offerings. Parties understand that the aforementioned license is required for continuity of Services. Flock does not own and shall not sell Anonymized Data.

5. CONFIDENTIALITY; DISCLOSURES

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

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Proprietary Information of Flock includes non-public information regarding features, functionality and performance of the Services. . 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) . The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public; or (b) was in its possession or known by it prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. At the termination of 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.

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 Docusign Envelope ID: 14375589-CD62-47BF-99E4-FEF2A4DDD0EE

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appearing on or contained within the Flock Services or Flock IP; (vi) use the Flock Services for anything other than the Permitted Purpose; or (vii) assign, sublicense, sell, resell, lease, rent, or otherwise transfer, convey, pledge as security, or otherwise encumber, Customer’s rights. There are no implied rights.

5.3 Disclosure of Footage. Subject to and during the Retention Period, Flock may access, use, preserve and/or disclose the Footage to law enforcement authorities, government officials, and/or third parties, under applicable laws and if legally required to do so or if Flock has a good faith belief that such access, use, preservation or disclosure is reasonably necessary to comply with a legal process, enforce this Agreement, or detect, prevent or otherwise address security, privacy, fraud or technical issues, or emergency situations. In any such event, Flock shall notify Customer of any disclosure in writing within a reasonable time after such disclosure is made or prior to disclosure if reasonably commercially practicable.

6. PAYMENT OF FEES

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.. 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 Accounting Records of Flock. Flock shall maintain for three (3) years after completion of all services hereunder, all records of this Agreement, in accordance with generally accepted accounting practices. Flock shall keep such records available for audit, inspection and copying by representatives of the Customer’s Finance Department or other government agencies during Docusign Envelope ID: 14375589-CD62-47BF-99E4-FEF2A4DDD0EE

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regular business hours upon twenty four (24) hours notice. The obligations of Flock under this section shall survive this Agreement.

6.4 Taxes. Customer is responsible for all sales and excise 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. Flock shall pay, when and as due, any and all taxes incurred as a result of Flock’s compensation hereunder, including estimated taxes, and shall provide Customer with proof of such payments upon request. Flock hereby agrees to indemnify and defend Customer for any claims, losses, costs, fees, liabilities, damages or injuries suffered by Customer arising out of Flock’s breach of this section pursuant to the Indemnification provisions of this Agreement.

6.5 Taxpayer Identification Number. Flock shall provide Customer with an IRS Form W-9, Request for Taxpayer Identification Number and Certification, containing an original signature and any other State or local tax identification number requested by the Customer.

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 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, and restore the property upon which Flock Hardware was installed to its original condition. In the event of any material Docusign Envelope ID: 14375589-CD62-47BF-99E4-FEF2A4DDD0EE

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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 Termination or Abandonment by Customer. The Customer has the right, at any time and in its sole discretion, to immediately terminate or abandon any portion or all of the services to be provided under this Agreement by giving at least thirty (30) days' written notice to Flock. Upon receipt of notice of termination, Flock shall perform no further work except as specified in the notice. Before the date of termination, Flock shall deliver to the Customer all work product, whether completed or not, as of the date of termination and not otherwise previously delivered.

Upon termination for convenience, the total contract value, including any outstanding fees, shall be accelerated and payable upon final invoice. To the extent Customer prepaid fees, Customer is not entitled to a refund of such prepaid fees.

7.4 Survival. The following Sections will survive termination: 1, 3, 5, 6, 7, 8.3, 8.4, 9, 11.1 and

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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. Flock agrees to refund the fees paid by the Customer for such product or service should Flock be unable to repair or replace such Defect.

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.

Provided Customer complies with obligations under the terms and conditions stated herein, Flock warrants that the Flock Hardware or Flock Software (as defined herein) will be free of defects in workmanship which materially impair the functioning of Flock Services in substantial conformity with the specifications for Flock Services as provided to Customer by Flock.

8.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 8.1 ABOVE IS CUSTOMER’S SOLE REMEDY, AND FLOCK’S SOLE LIABILITY, WITH RESPECT TO MANUFACTURER DEFECTS. FLOCK DOES NOT WARRANT THAT THE SERVICES Docusign Envelope ID: 14375589-CD62-47BF-99E4-FEF2A4DDD0EE

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WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND FLOCK DISCLAIMS ALL WARRANTIES, EXPRESS OR

IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. THIS DISCLAIMER ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 11.6.

8.5 Insurance. Flock agrees to comply with the insurance requirements set forth in Exhibit B.

Failure to maintain required insurance at all times shall constitute a default and material breach.

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 Docusign Envelope ID: 14375589-CD62-47BF-99E4-FEF2A4DDD0EE

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THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS,

EXCEED THE FEES PAID AND/OR PAYABLE BY CUSTOMER TO FLOCK FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE

ACT OR OMISSION THAT GAVE RISE TO THE LIABILITY, OR THE ACTUAL COSTS

AND FEES RELATED TO THE DEFENSE OF CUSTOMER, IN EACH CASE, WHETHER OR NOT FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THIS LIMITATION OF LIABILITY OF SECTION ONLY APPLIES TO THE EXTENT

ALLOWED BY THE GOVERNING LAW OF THE STATE REFERENCED IN SECTION

11.6. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE FOREGOING

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

FURTHERMORE, THESE LIMITATIONS DO NOT RESTRICT ANY RIGHTS THAT THE

CUSTOMER MAY HAVE UNDER APPLICABLE LAW THAT CANNOT BE WAIVED OR LIMITED.

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

10. INSTALLATION SERVICES AND OBLIGATIONS
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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 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, and Flock 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 Implementation Guide”). 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.

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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

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 Successors and Assigns. All terms, conditions, and provisions of this Agreement shall apply to and bind the respective heirs, executors, administrators, successors, and assigns of all the parties. Nothing in this section is intended to affect the limitation on assignment.

11.5 Waiver. Waiver by either party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent or any right hereunder.

11.6 Entire Agreement. This Agreement, together with the Order Form(s), the reinstall fee schedule (https://www.flocksafety.com/reinstall-fee-schedule), and any attached exhibits are the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous or contemporaneous negotiations, discussions or agreements, whether written and oral , communications and other understandings relating to the subject matter of this Docusign Envelope ID: 14375589-CD62-47BF-99E4-FEF2A4DDD0EE

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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 future purchase order is subject to these legal terms and does not alter the rights and obligations under this Agreement, except that future purchase orders may outline additional products, services, quantities and billing terms to be mutually accepted by Parties. In the event of any conflict of terms found in 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.

11.7 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.

11.8 Governing Law; Venue. This Agreement shall in all respects be governed by the law of the State of California without regard to its conflicts of law rules. Litigation arising out of or connected with this Agreement shall be instituted and maintained in the courts of San Mateo County in the State of California or in the United States District Court, Northern District of California, San Francisco/Oakland Division, California, and the parties consent to jurisdiction over their person and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts. The Parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement.

11.9 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.

11.10 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, unless Customer revokes this right in writing. The rights and obligations in this provision shall survive the Agreement.

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

11.12 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.

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

11.14 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.

11.15 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.

11.16 Morality. In the event Customer or its agents become the subject of an indictment, contempt, scandal, crime of moral turpitude or similar event that would negatively impact or Docusign Envelope ID: 14375589-CD62-47BF-99E4-FEF2A4DDD0EE

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tarnish Flock’s reputation, Flock shall have the option to terminate this Agreement upon prior written notice to Customer.

11.17 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 to the address listed on the Order Form (or, if different, below), if sent by certified or registered mail, return receipt requested.

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

11.19 Non-Discrimination/Fair Employment Practices. Flock shall comply with all applicable federal, state and local laws, rules and regulations in regard to non-discrimination and nonharassment in employment because of race, color, ancestry, national origin, religion, sex, marital status, age, sexual orientation, medical condition or physical handicap. Flock agrees to abide by the Customer’s Policy Against Discrimination, Harassment and Retaliation as set out in attached Exhibit D.

11.20 Ambiguity. The Parties acknowledge that this is a negotiated agreement, that they have had the opportunity to have this Agreement reviewed by their respective legal counsel, and that the terms and conditions of this Agreement are not to be construed against any ty on the basis of such party’s draftsmanship thereof.

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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: 2415 UNIVERSITY AVENUE, EAST PALO ALTO, CA 94303 ATTN: MELVIN E. GAINES, CITY MANAGER;
EMAIL: [email protected]
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EXHIBIT B

INSURANCE
Required Coverage. Flock shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the services under this Agreement and the results of that work by Flock or its agents, representatives, employees or subcontractors. Insurance shall be placed with insurers with a current A. M. Best rating of no less than “A” and “VII”. Flock shall obtain and, during the term of this Agreement, shall maintain policies of professional liability (errors and omissions), automobile liability, and general liability insurance for insurable amounts of not less than the limits listed herein. The insurance policies shall provide that the policies shall remain in full force during the life of the Agreement. Flock shall procure and shall maintain during the life of this Agreement Worker's Compensation insurance as required by applicable State law for all Flock employees.

I. Types and Amounts Required. Flock shall maintain, at minimum, the following insurance coverage for the duration of this Agreement:
(i) Commercial General Liability insurance written on an occurrence basis with minimum limits of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate for bodily injury, death, and property damage, including personal injury, contractual liability, independent contractors, broad-form property damage, and product and completed operations coverage;
(ii) Umbrella or Excess Liability insurance written on an occurrence basis with minimum limits of Ten Million Dollars ($10,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the aggregate;
(iii) Professional Liability/Errors and Omissions insurance with minimum limits of Five Million Dollars ($5,000,000) per occurrence and Five Million Dollars ($5,000,000) in the aggregate;
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(iv) Commercial Automobile Liability insurance with a minimum combined single limit of One Million Dollars ($1,000,000) per occurrence for bodily injury, death, and property coverage, including owned and non-owned and hired automobile coverage; (v) Worker’s Compensation and Employer’s Liability Insurance: insurance providing full statutory coverage. In signing this Agreement Flock makes the following certification, required by Section 18161 of the California Labor Code: “I am aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker’s Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I will comply with such provisions before commencing the performance of the work of this Agreement”
(v) Cyber Liability insurance written on an occurrence basis with minimum limits of Five Million Dollars ($5,000,000).

II. Additional Requirements
(a) Additional Insured Status. The Customer, its subsidiary agencies, directors, officers, employees, agents, independent contractors and volunteers shall be named as additional insured on any such policies of comprehensive general, cyber liability and automobile liability insurance.
(b) Primary and Non-Contributory Coverage. Except for professional liability and worker’s compensation insurance, the policies of insurance required herein shall also contain a provision that the insurance afforded to the Customer, its subsidiary agencies, and their directors, officers, employees, agents, independent contractors and volunteers based on additional insured status shall be primary and non-contributory insurance to the full limits of liability of the policy, and if the Customer, its subsidiary agencies and their directors, officers, employees, agents, independent contractors and volunteers have other insurance against a loss covered by a policy, such other insurance shall be excess insurance only.
(c) Verification of Coverage. Flock shall furnish the Customer with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause).

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(d) Notice of Cancellation. Flock shall provide thirty (30) days’ notice, in writing, to the Customer, at 2415 University Avenue, East Palo Alto, CA 94303, of any pending change or cancellation of the policy.
(e) Deductibles or Self-Insured Retentions. Prior to the execution of this Agreement, any deductibles or self-insured retentions must be declared to and approved by the Customer. (f) Breach. In the event of the breach of any provision of this section, or in the event any notice is received which indicates any required insurance coverage will be diminished or canceled, Customer, at its option, may, notwithstanding any other provision of this Agreement to the contrary, immediately declare a material breach of this Agreement and suspend all further work pursuant to this Agreement.

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EXHIBIT D
CITY OF EAST PALO ALTO’S POLICY AGAINST

DISCRIMINATION, HARASSMENT AND RETALIATION
EFFECTIVE DATE: 12/21/2004
REVISED DATE: 1/12/07
ADOPTED BY CITY COUNCIL: 12/21/2004
I. PURPOSES
The purposes of this policy are to emphasize the City's commitment to keeping its workplace free of harassment, discrimination and retaliation, to define and provide examples of the conduct that is prohibited, to summarize the respective responsibilities for preventing, reporting, investigating, and responding to violations and to give clear warning of the serious consequences that violators will face.

A copy of this policy shall be provided to all persons who are subject to it, and shall be posted on City bulletin boards in all City facilities.

II. POLICY
All of the following are prohibited by this Policy:
 Discrimination or harassment in any aspect of City employment based on any legally protected characteristic or status, including sex, gender, sexual orientation, race, color, national origin, language, ancestry, religion, age, marital status, domestic partner, physical disability, mental disability, or medical condition.  Retaliation for opposing, filing a complaint about, or participating in an investigation of, any such harassment or discrimination.
 Aiding, abetting, inciting, compelling, or coercing or any such discrimination, harassment or retaliation, or attempting to do so.

The City will take all reasonable steps necessary to prevent such misconduct from occurring, and to remedy and punish any occurrence. Any City employee, Council member, member of any advisory body, including any Commissioner, Committee member, or Board member found having engaged in any such misconduct will be subject to disciplinary action up to and including termination or censure or removal and will be deemed to have acted outside the course and scope of his or her employment.

This policy applies to all City employees, volunteers, interns, vendors, and contractors as well as to all applicants for City positions.

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The policy shall not be interpreted or applied in any manner that would be inconsistent with any applicable State or Federal law or regulation, or increase the legal liability of the City.

III. DESCRIPTION AND EXAMPLES OF PROHIBITED HARASSMENT
Harassment on the basis of sex is unlawful, and is prohibited by this policy. Sexual harassment includes unwelcome sexual advances, requests for sexual favors, and other verbal or physical conduct of a sexual nature, when:
 An individual's submission to such conduct is made explicitly or implicitly, a term or condition of that individual's employment; or,
 An individual's submission to or rejection of such conducts is used as the basis for an employment decision affecting that individual; or,
 The conduct has the purpose or effect of unreasonably interfering with an individual's work performance or creating an intimidating, hostile, abusive, or offensive work environment.

Sexual harassment need not be motivated by sexual desire or gratification, and may include nonsexual conduct motivated by the violator's hostility towards the victim's gender, or towards the victim's nonconformity to gender stereotypes. Sexual harassment includes not only conduct motivated by gender, but also by pregnancy, childbirth, or a related condition. A harasser may be either male or female, and the victim may either be the same sex or the opposite sex. Even a person who is not the intended target of harassment may be harassed by it if he or she witnesses it.

Sexual harassment may be verbal, visual, or physical. For example:
 Verbal harassment may consist of derogatory, threatening, or intimidating comments, epithets, slurs or jokes; references to gender, physical appearance, attire, sexual prowess, marital status, or pregnancy; or sexual advances, propositions, or demands.  Visual harassment may consist of displaying or circulating derogatory or offensive posters, cartoons, drawings, photographs, pin-ups, computer images, or electronic media transmissions.
 Physical harassment may consist of assault, battery, or unwelcome, unnecessary and offensive touching (kissing, hugging, patting, rubbing, pinching, brushing against), stating, leering, gesturing, whistling or making noises, impeding or blocking movement, or physical interfering with normal work or movement.

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Town of Los Altos Hills
November 2025
Statistical Data and
Public Safety Report
Office of the Sheriff
County of Santa Clara
ITEM 6A Attachment 4

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Time Calls Target
Time Time Calls TargetTime Time Calls TargetTime Time Calls TargetTime Time Calls TargetTime Time Calls TargetTime Time Calls TargetTime Time Calls TargetTime Time Calls TargetTime Time Calls TargetTime Time Calls TargetTime Time Calls TargetTime 1 10.73 1 9 6.75 1 9 8.08 3 9 0.00 0 9 0.00 0 9 6.14 2 9 12.98 1 9 8.56 6 9 5.78 3 9 0.00 0 9 12.88 2 9 8.21 2 9 8.90 21 9 2 11.49 95 14 10.26 76 14 10.90 127 14 9.39 96 14 10.82 85 14 10.36 123 14 10.29 128 14 12.65 113 14 5.18 99 14 9.86 119 14 9.99 97 14 9.72 105 14 10.08 1263 14 3 15.19 32 25 18.35 41 25 8.21 23 25 10.15 38 25 17.25 44 25 11.42 38 25 11.99 63 25 14.96 48 25 6.43 52 25 6.43 33 25 12.63 36 25 9.40 26 25 11.87 474 25 Time Calls Target
Time Time Calls TargetTime Time Calls TargetTime Time Calls TargetTime Time Calls TargetTime Time Calls TargetTime Time Calls TargetTime Time Calls TargetTime Time Calls TargetTime Time Calls TargetTime Time Calls TargetTime Time Calls TargetTime 1 0.00 0 9 0.00 0 9 0.00 0 9 0.00 0 9 0.00 0 9 14.38 1 9 0.00 0 9 6.45 1 9 0.00 0 9 13.20 1 9 0.00 0 9 16.83 1 9 12.72 4 9 2 6.92 84 14 7.71 97 14 7.53 98 14 7.55 79 14 7.48 114 14 6.94 122 14 7.35 108 14 7.35 120 14 7.70 100 14 6.33 90 14 8.16 94 14 7.86 86 14 7.41 1192 14 3 7.42 42 25 6.47 35 25 2.94 32 25 5.68 40 25 10.92 59 25 6.55 42 25 4.23 43 25 4.90 42 25 5.62 38 25 6.56 37 25 5.37 27 25 5.22 25 25 5.99 462 25 Time Calls Target
Time Time Calls TargetTime Time Calls TargetTime Time Calls TargetTime Time Calls TargetTime Time Calls TargetTime Time Calls TargetTime Time Calls TargetTime Time Calls TargetTime Time Calls TargetTime Time Calls TargetTime Time Calls TargetTime 1 0.00 0 9 0.00 0 9 0.00 0 9 0.00 0 9 0.00 0 9 0.00 0 9 0.00 0 9 0.00 0 9 0.00 0 9 0.00 0 9 8.83 2 9 9 8.83 2 9 2 7.96 96 14 6.97 91 14 7.70 114 14 7.11 90 14 8.25 78 14 9.01 83 14 6.93 98 14 9.05 87 14 8.71 81 14 7.87 81 14 8.39 84 14 14 8.00 983 14 3 4.05 32 25 5.13 33 25 6.92 41 25 7.94 36 25 5.32 55 25 6.27 39 25 4.36 36 25 5.88 31 25 11.62 28 25 9.14 32 25 7.94 32 25 25 6.78 395 25 Response Times for Los Altos Hills
2023 - 2025
Los Altos Hills 2023
Priority
January February March June October November Target
Time
Los Altos Hills 2024
Priority
January February
April May July August September Avg
Time
Total
Calls
December Avg
Time
Total
Calls
November
December
Los Altos Hills 2025
March April May June July August September October Target Time
July August
Priority
January February March Target
Time
April September October November Avg
Time
December Total
Calls
May June

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Code Year Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec TOTAL 2023
1010000010003
2024
0000000000000
2025
000010000001
Year Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec TOTAL 2023
2 114646358524 60
2024
243211132010 20
2025
12310112101 13
Year Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec TOTAL 2023
0000000010001
2024
0000010000001
2025
000000000000
Year Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec TOTAL 2023
0000000120104
2024
0000100000001
2025
000000000000
Year Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec TOTAL 2023
0110011100005
2024
0000000200002
2025
101010000205
Year Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec TOTAL 2023
0000010020003
2024
0000010000001
2025
100000000012
Year Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec TOTAL 2023
2100011000005
2024
0101110100117
2025
020001000014
Year Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec TOTAL 2023
221114142531 27
2024
121101212341 19
2025
04211223223 22
Year Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec TOTAL 2023
0000011020004
2024
0111110001017
2025
112100000005
Year Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec TOTAL 2023
0000001010114
2024
0100000101003
2025
000000000000
Year Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec TOTAL 2023
1000000001002
2024
0000000000000
2025
000100000001
Burglary,
Residential 4590
Robbery 2110 2115
Town of Los Altos Hills
Public Safety Report Page 1
Selected Crimes
Burglary,
Commercial 4591 4592
Burglary,
Vehicle 4593
Auto Theft 4703
Grand Theft 4870
Identity Theft
Forgery
Fraud
4700 4702
Vandalism 5940 5941
Sex Crimes
2610 2615
2880 2885
2890 2895
Domestic
Violence 2430 2730
Simple &
Aggravated
Assaults
2400 2401
2402 2403
2404 2405

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Code Year Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec TOTAL 2023
16 13 1393201000 48
2024
258 1240066351 52
2025
4219 13100111 33
Year Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec TOTAL 2023
16312234 20700 49
2024
2001101100017
2025
40211002002 12
Year Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec TOTAL 2023
8 20 19 31 185 1083321 128
2024 15 15 31
76 257 166474 143
2025
9249 13052364 57
Year Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec TOTAL 2023
0001000000001
2024
0100010000103
2025
100101010015
Year Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec TOTAL 2023
0020201210019
2024
041031000012 12
2025
22211100420 15
Year Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec TOTAL 2023
331435452420 36
2024
120130266532 31
2025
21013124232 21
Year Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec TOTAL 2023
0000000001001
2024
0100010000002
2025
000100000001
Speeding
Citations 8305
Town of Los Altos Hills
Public Safety Report Page 2
Traffic Related Activity
Moving
Violations 8300
Other
Citations
8310 8315 8320
8325 8330 8335
Accidents,
DUI
8050 8055 8060
Accidents,
Injury
8000 8005 8030
8035
Accidents,
Property
Damage
8010 8015 8020
8025 8040 8045
DUIs 8500 8505 8510

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Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec TOTAL
Injury (8000, 8005) 2 2 2 1 1 1 0 0 4 2 0 15
Property Damage (8010) 2 0 0 1 1 1 2 4 2 3 1 17
Accident, No Details (8015) 0 0 0 0 0 0 0 0 0 0 0 0
Bike / Pedestrian (8020, 8025) 0 0 0 0 0 0 0 0 0 0 0 0
Hit & Run - Injury (8030, 8035) 0 0 0 0 0 0 0 0 0 0 0 0 Hit & Run - Property Damage (8040) 0 1 0 0 2 0 0 0 0 0 1 4 Hit & Run - No Details (8045) 0 0 0 0 0 0 0 0 0 0 0 0
DUI - Injury (8050, 8055) 0 0 0 0 0 0 0 0 0 0 0 0
DUI - Property Damage (8060) 0 0 0 1 0 0 0 0 0 0 0 1
TOTAL ACCIDENTS 4 3 2 3 4 2 2 4 6 5 2 0 37

3.4 25
West Valley Patrol Accidents
Los Altos Hills
November 2025
3 2
3 4
2 2
4 6
5 2
0 0
1 2
3 4
5 6
7 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

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Dear City Council,
I am writing to oppose the continued presence of Flock ALPR cameras in our community. Over the last year, we have learned that:
• CPB has had access to Flock cameras: https://www.404media.co/cbp-had-access-to-morethan-80-000-flock-ai-cameras-nationwide/ • Border Patrol is monitoring drivers and detaining those with 'suspicious' travel patterns:
https://apnews.com/article/immigration-border-patrol-surveillance-drivers-icetrump-9f5d05469ce8c629d6fecf32d32098cd • ICE has tapped into Flock cameras: https://www.404media.co/ice-taps-into-nationwide-aienabled-camera-network-data-shows/ • Texas used Flock cameras to track a woman who sought an abortion across state lines:
https://www.eff.org/deeplinks/2025/05/she-got-abortion-so-texas-cop-used-83000-camerastrack-her-down • Kansas police chief used Flock cameras to track their ex-girlfriend: https:// www.kansas.com/news/politics-government/article291059560.html • Cops are using Flock cameras to track citizens participating in protected first amendment activities, i.e. protests: https://www.eff.org/deeplinks/2025/11/how-cops-are-using-flocksafetys-alpr-network-surveil-protesters-and-activists Flock Cameras track not just license plates but allow authorities to search for cars by, for instance, bumper sticker. This means that a regime that punishes people for having the wrong opinion can now weaponize them to search for people daring to participate in wrongthink.

The pattern of Flock camera misuse is not limited merely to other states. Right here in the Bay Area, cameras installed by our neighboring towns of Menlo Park, Atherton, San Jose have been accessed by federal government agencies: https://www.paloaltoonline.com/investigativestory/2025/08/19/menlo-park-police-broke-state-law-shared-license-plate-data-out-of-state/, https://calmatters.org/economy/technology/2025/06/california-police-sharing-license-platereader-data/, https://www.mercurynews.com/2026/01/15/san-jose-police-federal-searcheslicense-plate-data-violation-state-law/, https://www.paloaltoonline.com/investigativestory/2025/07/30/hundreds-of-agencies-tap-athertons-surveillance-system-for-feds-town-failsto-follow-own-rules/ There has been evidence of feds using stolen login credentials off the dark web to access Flock (https://techcrunch.com/2025/11/03/lawmakers-say-stolen-police-logins-are-exposing-flocksurveillance-cameras-to-hackers/) as well as plain stealing a local colleague's credentials (https://www.404media.co/feds-used-local-cops-password-to-do-immigration-surveillance-withflock-cameras/) I have spent the better part of last year getting data from our local Santa Clara County Sheriff's office regarding usage of our Flock cameras. I'm happy to share the raw data with you, but the highlights of my analysis are as follows:
• Despite our rules limiting sharing of the data with other agencies within our county, Proton Docs Editor https://docs-editor.proton.me/?type=doc&mode=edit 1 of 3 1/15/26, 2:32 PM
ITEM 6A, Supplement 1

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searches appear to have been done on behalf of agencies outside our county • Despite our rules (and CA law) requiring that all searches have a purpose associated with them that is an investigation (https://oag.ca.gov/system/files/media/ALPR-429-Policy.pdf) many searches do not. AG Bonta explicitly called out that words like "investigation" may not be provided as a purpose and that a valid purpose would have to be a case number or suspect name, yet most searches done on our system lack such identifying details. • Designations of personnel allowed to access our ALPR system include "Deputy Director of County Communications", "Academy Instructor" etc.
• When asked for details of what training has been provided to authorized users of our ALPR systems, none was provided to me.
• Despite our requirements and CA law requirements that access to the system be audited at least every year and town requirements that such audits be submitted to the town within five business days of completion, no such audit has been submitted to the town, and indeed no such audit has been performed. CPRA request for these audits returned an audit trail of searches performed (with the usual redactions). This tells us nothing, it would be akin to the town's financial auditor submitting to you a list of all financial transactions performed last year.

In summary, it is unclear that there is any meaningful oversight over the sheriff's use of this tool that would satisfy us that our data is being handled with the care and diligence that we would want.

Finally, the company Flock has lost all credibility. Between their changing answers to whether ALPR data has been shared with the federal government, to the reports that license plate numbers were inadvertently released by Flock (https://haveibeenflocked.com), to the reports that Flock cameras are easily hackable (https://www.youtube.com/watch?v=uB0gr7Fh6lY), it is clear that this is not a company that should be entrusted with our communities' data.

What is Flock for? We were told when we installed them that they would deter crime. The story of the last five years is that they have done nothing of the sort. We have spent at least $0.5M over the last five years (almost certainly more) on the camera systems and we have seen burglaries occur right beneath the camera's unblinking eyes, not to mention that burglary numbers did not go down until we started private patrols. Given the increase in the sheriff's contract coming up, and our town running a deficit, there has to be a better way to spend this money than on this ineffectual system. The financial cost of this is but one aspect. The full cost must account for what our community is giving up in terms of privacy and safety and one is forced to conclude that the cost is not worth what we are getting in return.

Sen. Wyden (Oregon) and his staff conducted an extensive investigation into Flock last year (https://www.wyden.senate.gov/imo/media/doc/wyden_letter_to_flock.pdf). The senator was forced to conclude that abuses of the Flock system were inevitable and the best defence for communities was to remove Flock. I couldn't agree more. Santa Cruz has most recently taken this stance. Other cities around the country are doing so also. We were the first city in our county to install these cameras, let us be the first to take them down.

Thank you
Proton Docs Editor https://docs-editor.proton.me/?type=doc&mode=edit 2 of 3 1/15/26, 2:32 PM Page 532 of 678
Anand Ranganathan
Proton Docs Editor https://docs-editor.proton.me/?type=doc&mode=edit 3 of 3 1/15/26, 2:32 PM Page 533 of 678
Flock Cameras Considered
Dangerous
ITEM 6A, Supplement 1a

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https://www.404media.co/cbp-had-access-to-more-than-80-000-flock-ai-cameras-nationwide/ https://apnews.com/article/immigration-border-patrol-surveillance-drivers-icetrump-9f5d05469ce8c629d6fecf32d32098cd https://www.404media.co/ice-taps-into-nationwide-ai-enabled-camera-network-data-shows/

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https://www.eff.org/deeplinks/2025/05/she-got-abortion-so-texas-cop-used-83000-cameras-track-her-down https://www.kansas.com/news/politics-government/article291059560.html https://reason.com/2025/06/19/florida-used-a-nationwide-surveillancecamera-network-250-times-to-aid-in-immigration-arrests/ https://www.eff.org/deeplinks/2025/11/how-cops-are-using-flock-safetys-alpr-network-surveil-protesters-and-activists

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https://www.bbc.com/news/articles/cgj5nlxz44yo
https://www.theguardian.com/us-news/2025/oct/15/us-visas-charlie-kirk-reaction https://www.flocksafety.com/products/license-plate-readers

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https://www.paloaltoonline.com/investigative-story/2025/08/19/menlo-park-police-broke-state-law-shared-license-plate-data-out-of-state/ https://calmatters.org/economy/technology/2025/06/california-police-sharing-license-plate-reader-data/ https://www.paloaltoonline.com/investigative-story/2025/07/30/hundreds-of-agencies-tap-athertons-surveillance-system-for-feds-town-fails-to-follow-own-rules/ https://www.mercurynews.com/2026/01/15/san-jose-police-federal-searches-license-plate-dataviolation-state-law/

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https://www.404media.co/feds-used-local-cops-password-to-do-immigration-surveillance-with-flock-cameras/ https://techcrunch.com/2025/11/03/lawmakers-say-stolenpolice-logins-are-exposing-flock-surveillance-cameras-tohackers/

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How safe is our installation?
Based on public and CPRA data
• It would appear that all searches are done locally
• We have limited sharing of data with agencies in our county • However, searches appear to have been done on behalf of:
• Pleasant Hill PD, San Mateo PD, Hollister...
• None of these are in our county

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• About 1/3rd of searches have a case number attached
• Reasons given include:
• “investigation”
• “criminal justice”
• “daytime search for best result”
• “peregrine integration”
• At least 197 users on the ALPR system.
• Designations include:
• Deputy Director of County Communications
• Academy Instructor
• Senior Systems Administrator
• CPRA request revealed no details re training etc
Auditing Sheriff’s Use
https://files.santaclaracounty.gov/exjcpb1631/2024-06/office-of-thesheriff-town-of-los-altos-hills-automated-license-platereaders-092821.pdf?VersionId=ZV.F6yDDhJJjpxOnyPsXE9kV5YedDPF https://oag.ca.gov/system/files/media/ALPR-429-Policy.pdf

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Audits
• No audit submitted to town
• Seemingly no audits performed
by sheriff’s department
• CPRA request returned audit trail
nothing more
• Quis custodiet ipsos custodes?
How Compliant is Sheriff's Use?

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• Flock’s changing answer to cooperation with the
feds
• 7/30: No cooperation
• 8/19: MOU with Border Patrol
• 8/25: CBP has been conducting nationwide searches
• 10/16: Access to Navy, CBP, HSI, Secret Service
• Flock’s cameras are eminently hackable
• Flock inadvertently released details of license plates • Flock’s investors:
• Thiel, Andreessen…
• The feds have subpoena power
How Trustworthy is Flock?
https://www.wyden.senate.gov/imo/media/doc/wyden_letter_to_flock.pdf https://www.youtube.com/watch?v=uB0gr7Fh6lY

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What’s it all for?
• We’ve spent at least $0.5M on this so far
• Thin evidence that it deters crime
• Crime rates stayed elevated for 2 years after installation • Came down after we integrated private patrol
• Many examples of houses on streets with cameras being burglarized and cameras useless in solving crime

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Conclusion
Last word to Sen Wyden
https://www.wyden.senate.gov/imo/media/doc/wyden_letter_to_flock.pdf

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References
• Slide 2
• https://www.404media.co/cbp-had-access-to-more-than-80-000-flock-ai-cameras-nationwide/ • https://apnews.com/article/immigration-border-patrol-surveillance-drivers-ice-trump-9f5d05469ce8c629d6fecf32d32098cd • https://www.404media.co/ice-taps-into-nationwide-ai-enabled-camera-network-data-shows/ • Slide 3
• https://www.eff.org/deeplinks/2025/05/she-got-abortion-so-texas-cop-used-83000-cameras-track-her-down • https://www.kansas.com/news/politics-government/article291059560.html • https://reason.com/2025/06/19/florida-used-a-nationwide-surveillance-camera-network-250-times-to-aid-in-immigration-arrests/ • https://www.eff.org/deeplinks/2025/11/how-cops-are-using-flock-safetys-alpr-network-surveil-protesters-and-activists • Slide 4
• https://www.bbc.com/news/articles/cgj5nlxz44yo
• https://www.theguardian.com/us-news/2025/oct/15/us-visas-charlie-kirk-reaction • https://www.flocksafety.com/products/license-plate-readers • Slide 5
• https://www.paloaltoonline.com/investigative-story/2025/08/19/menlo-park-police-broke-state-law-shared-license-plate-data-out-of-state/ • https://calmatters.org/economy/technology/2025/06/california-police-sharing-license-plate-reader-data/ • https://www.mercurynews.com/2026/01/15/san-jose-police-federal-searches-license-plate-data-violation-state-law/ • https://www.paloaltoonline.com/investigative-story/2025/07/30/hundreds-of-agencies-tap-athertons-surveillance-system-for-feds-town-fails-to-follow-own-rules/ • Slide 6
• https://www.404media.co/feds-used-local-cops-password-to-do-immigration-surveillance-with-flock-cameras/ • https://techcrunch.com/2025/11/03/lawmakers-say-stolen-police-logins-are-exposing-flock-surveillance-cameras-to-hackers/

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References
• Slide 8
• https://files.santaclaracounty.gov/exjcpb1631/2024-06/office-of-the-sheriff-town-of-los-altos-hills-automated-license-plate-readers-092821.pdf? VersionId=ZV.F6yDDhJJjpxOnyPsXE9kV5YedDPF
• https://oag.ca.gov/system/files/media/ALPR-429-Policy.pdf • Slide 9
• https://files.santaclaracounty.gov/exjcpb1631/2024-06/office-of-the-sheriff-town-of-los-altos-hills-automated-license-plate-readers-092821.pdf? VersionId=ZV.F6yDDhJJjpxOnyPsXE9kV5YedDPF
• Response to CPRA request to town
• Slide 10
• https://www.wyden.senate.gov/imo/media/doc/wyden_letter_to_flock.pdf • https://www.youtube.com/watch?v=uB0gr7Fh6lY
• Slide 11
• https://www.wyden.senate.gov/imo/media/doc/wyden_letter_to_flock.pdf

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Los Altos Hills
Traffic Enforcement

SANTA CLARA COUNTY

OFFICE OF THE SHERIFF
COUNTYSHERIFF.SCCGOV.ORG
Sgt. Alan Slaugh – Traffic Unit

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PURPOSE -TO PROVIDE TARGETED ENFORCEMENT IN

AREAS IDENTIFIED BY SPEED SIGN DATA
• S/B Robleda @ Dori
• S/B Altamont @ Padre Court
• N/B Elena @ Josefa
• S/B Moody @ Rhus Ridge
• N/B Purissima @ La Paloma
• S/B Purissima @ Concepcion
SPECIFIC LOCATIONS – IDENTIFIED AS HAVING MODERATE TO SEVERE SPEEDING ISSUES

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MISSION
WEST VALLEY PATROL – TRAFFIC UNIT
The visible and punitive enforcement
of vehicle codes are designed to adjust
driving patterns and to avoid major
collisions.

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RECENT LAH TARGETED

ENFOCEMENT EFFORTS
TRAFFIC UNIT STATS SINCE DEC 16TH 2025
• 41 citations issued.
• Main violation was speed.

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TAKEAWAYS THUS FAR
OBJECTIVES: TO REDUCE, BY SHOW OF PROACTIVITY, UNSAFE DRIVING HABITS.  The timeframe in December did not accurately account for “regular” traffic habits.
 Public awareness has been noted.
 Current Traffic Unit enforcement efforts are Mon-Fri between 0600-1600. Not capturing evening commute or weekend activity.
 Efforts appear to be altering unsafe habits in targeted areas.

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• RECOMMENDATION:

This effort is and should remain
ongoing.

QUESTIONS, COMMENTS?
Sgt. Slaugh #1922 – [email protected] or [email protected]

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ITEM 6C
TOWN OF LOS ALTOS HILLS January 15, 2025
Staff Report to the City Council
___________________________________________________________________________ SUBJECT: CONSIDER PROJECT SCOPE OPTIONS FOR THE PARKS AND

RECREATION CENTER RENOVATION AND PROVIDE STAFF WITH

DIRECTION
FROM: WooJae Kim, Public Works Director
APPROVED: Cody Einfalt, Acting City Manager
____________________________________________________________________________ RECOMMENDATION:

Staff request that the City Council consider project scope options for the Parks and Recreation Center Renovation and provide staff with direction.

BACKGROUND:

The Parks and Recreation Building, located at 26379 West Fremont Road adjacent to Town Hall, serves as the primary operations facility for the Community Services program and also provides workspace for staff in the City Manager’s Office. The single-story building, approximately 880 square feet and constructed in the 1950s, currently includes one private office for the Deputy City Manager, two open workstations for the Community Services Supervisor and Management Analyst, a break room, a storage room, and a unisex restroom.

On February 15, 2024, the City Council was presented with the building’s needs, including additional workstations, general facility improvements, electrification of the HVAC system, and reconfiguration of the interior to provide more functional workspaces. As one of the conceptual options for the Civic Center Improvements project, the City Council selected the option to fully renovate the Parks and Recreation building to accommodate five (5) workspaces to house the Administrative Services Department (ASD) staff, plus a quiet room, a unisex restroom, and a small staff break area. The Council selected option also included renovations or modifications to interior spaces at Town Hall to house the Community Development Department (CDD) and Community Services workspaces, as well as a covered walkway connecting the Parks and Recreation Building and Town Hall. The minutes from the February 15, 2024 Council meeting are attached as Attachment 1. The covered walkway, however, may not be deemed necessary to justify the $130,000 cost estimate to install the structure. The total cost estimate for this option was approximately $1.5 million. This estimate does not include the cost of adding a fire suppression system and upgrading the HVAC to a heat pump system.

The Parks and Recreation Center Renovation (Project) replaced the Civic Center Improvements project in the adopted FY 2025-2026 Operating and Capital Budget and is funded with $1.5 million allocation from the CIP/General Fund.

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Staff Report to City Council Page 2
Council Direction of Parks and Recreation Center Renovation January 15, 2026
DISCUSSION:

Primary goals of the Project are to improve the Parks and Recreation building to create a more functional and secure workspace for Town employees and to make necessary improvements to Town Hall to support the relocation of staff and programs. The proposed renovation scope includes ADA upgrades, interior reconfiguration, creation of additional workspaces, HVAC system upgrade, optimization of storage areas, and potential expansion of the building footprint, if feasible. Once renovated, the building would be suitable for occupancy by the Administrative Services Department, whose staff manage sensitive human resources and financial records.

In 2025, record plans and documents stored in the Community Development Department (CDD) plan storage room were digitized and archived. This allowed the copier/mail room to be relocated into the former plan storage room, freeing space adjacent to the City Clerk’s office for conversion into two new workstations for Management Analysts hired in 2025. Most of the moving and final finishing work was completed by the Town’s Maintenance staff. Vendor/contractor costs for the cabinetry/workstation and IT work, totaling approximately $20,000, were charged to the Project budget.

For the Parks and Recreation building renovation, staff plan to retain a professional design team to prepare conceptual and final design plans. A Request for Proposals (RFP) outlining the scope of services is expected to be issued soon to solicit proposals from qualified design professionals.

A clear project description and defined scope of services are necessary to retain the right professional design team through the RFP process. Absent clear direction, the Town could be required to evaluate multiple alternatives, resulting in reduced efficiency and increased costs.

Since February 2024, following the Council direction to proceed with the Parks and Recreation building renovation, staff have received community feedback suggesting consideration of replacing the existing building with a prefabricated structure, similar to those commonly used for accessory dwelling units, as a potentially more cost-effective option that could allow for an expanded building footprint.

If the Town elects to pursue a prefabricated building, the scope of services for the design professional would differ substantially from that of a renovation project. For a renovation project, the design consultant would prepare conceptual design documents and cost estimates for Town approval, followed by final construction documents for permitting. The design team would continue to provide construction administration services through bidding and construction phases.

For a prefabricated building, the design consultant would assist with the conceptual design and layout, with performance specifications detailing building components required by the Town, to contract directly with a prefabricated building manufacturer and/or a general contractor for installation. The manufacturer (or general contractor) would then provide final design documents for Town approval, permitting, fabrication, and installation. The design consultant would also assist in preparing site improvement plans, including site clearing and grading, building pad preparation, and utility connections.

A new prefabricated building with a similar or larger footprint would require approval through the Town’s Site Development or Conditional Use Permit process, including public hearings and review by the Planning Commission and Town Council. In contrast, renovation of the existing

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Staff Report to City Council Page 3
Council Direction of Parks and Recreation Center Renovation January 15, 2026
building would require only a building permit. As a result, the prefabricated building option would require additional planning-phase services from the design consultant and could extend the overall project timeline by up to one year.

Below are project timelines for building renovation and prefabricated new building options:

Project Milestones Building Renovation
Award Design Professional (RFP) April 2026
Concept Design Approved by Council August 2026
Building Permit Approval February 2027
Council Authorize Bid Renovation Project March 2027
Bid and Award of Renovation Project June 2027
Construction Completion May 2028
Project Milestones New Prefab. Building
Award Design Professional (RFP) April 2026
Prepare Concept Design and Site
Improvement Plans
September 2026
Planning Application Approval August 2027
Concept Design and Site Improvement
Plans Bid Package Approved by Council
October 2027
Bid and Award Prefab Company/Contractor
for Site Improvements
January 2028
Building Permit Approval August 2028
Construction Completion March 2029
The renovation of the existing Parks and Recreation building would retain the current building footprint of approximately 880 square feet and focus on reconfiguring the interior to create an efficient and functional layout. This option would provide a total of five workspaces, consisting of one private office and four workstations. The construction duration for a renovation project is estimated at approximately 12 months, during which time staff would need to be temporarily relocated.

A new prefabricated building could potentially provide a larger footprint and increased interior square footage compared to the existing structure, with a target size of at least 1,000 square feet.

However, this option would require additional site improvement work, including demolition of the existing building, site grading, construction of a new foundation and building pad, and installation of new utility connections. These requirements would reduce some of the anticipated cost savings associated with prefabricated construction. In addition, the expanded building footprint may necessitate the removal of the two mature redwood trees located between the Parks and Recreation building and Town Hall.

Below are preliminary cost estimates for building renovation and prefabricated new building options:

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Staff Report to City Council Page 4
Council Direction of Parks and Recreation Center Renovation January 15, 2026
Cost Items Building Renovation New Prefab. Building
Design Services $120,000 $80,000
Planning Applications N/A $20,000
Building Permits $20,000 $20,000
Demolition/Site Improvements N/A $200,000
Construction/Building Cost $900,000 $600,000 - $800,000 Construction Administration $80,000 $50,000
Subtotal $1,120,000 $970,000 - $1,170,000
Contingency (20%) $224,000 $194,000 - $234,000
Total $1,344,000 $1,164,000 - $1,404,000
Alternative Option
Staff recognize the relatively high cost of renovating or replacing a small building to achieve a limited gain of two to four additional workspaces. Recent efforts to digitize Town records enabled staff to create more workstations in the Town Hall. These space optimization efforts were costeffective and provided a good return on investment for long-term space planning. As a result, staff do not anticipate an urgent need for new workspace in the immediate future.

However, the Parks and Recreation building has several immediate needs that should be addressed for functionality and support current operations, including:

1. Replacement of the aging gas furnace HVAC system with a heat pump system, including potential electrical and lighting upgrades (estimated at $200,000).

2. Upgrades to the unisex restroom, including plumbing improvements, to enhance usability and privacy (estimated at $100,000).

3. Installation of three Town-standard workstations and storage shelving (estimated at $30,000).

Professional design services will be required to prepare plans and specifications for the HVAC, electrical, and restroom improvements, expected to cost around $50,000 to $70,000. If these three work items can be completed for approximately $400,000 (including professional design services), the immediate needs of the Parks and Recreation building would be addressed, allowing the Town to defer full renovation and reconfiguration to a later date.

Staff request that Council consider the following three options and provide directions on the scope and design of the Parks and Recreation Center Renovation:

Option 1 – Parks and Recreation building renovation per the original direction from Council.

Option 2 – New prefabricated building to replace the existing Parks and Recreation building.

Option 3 – Alternative option to address only the immediate needs in the Parks and Recreation building as described herein.

All three options would be funded through the Parks and Recreation Center Renovation capital improvement project.

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Staff Report to City Council Page 5
Council Direction of Parks and Recreation Center Renovation January 15, 2026
ENVIRONMENTAL REVIEW:

Interior and exterior alterations to the existing building are categorically exempt (Class 1) per Article 19 Section 15301(a) Existing Facilities of the California Environmental Quality Act (CEQA) guidelines.

Replacement of an existing building with a new structure of substantially the same size, purpose, and capacity is categorically exempt (Class 2) per Article 19 Section 15302 (b) Replacement or Reconstruction of the CEQA guidelines.
2024-25 CITY COUNCIL WORK PLAN:

This action is not directly identified on the 2024-25 City Council Work Plan, but it is related to the Civic Center Improvement design and construction under “Protect and Maintain Infrastructure.”
FISCAL IMPACT:

Currently, there is no fiscal impact on this action. Once concept designs are prepared, a more detailed cost estimate will be provided.

ATTACHMENT:

1. February 15, 2024 Council Meeting Minutes (Item 15A) Prepared by: Melissa Elian, Associate Engineer

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ITEM 6C Attachment 1

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THE TOWN OF LOS ALTOS HILLS January 15, 2026
Staff Report to the City Council
SUBJECT: 12816 El Monte Road – File #CUP23-0005 – Lands of The Roman Catholic Bishop of San Jose
Conditional Use Permit for the construction of a 1,088-square-foot addition to an existing administration building and library at St. Nicholas Catholic School, and a request for a 5-year review of the existing Conditional Use Permit.

CEQA Review: Categorical Exemption per Section 15301
FROM: Jay Bradford, Community Development Director
APPROVED: Cody Einfalt, Acting City Manager
RECOMMENDATION: That the City Council:

1. Adopt a resolution (Attachment 1) to make a Categorical Exemption under CEQA pursuant to Section 15301, and approve the Conditional Use Permit, subject to the attached conditions of approval.

BACKGROUND
In 1959, the City Council approved a conditional use permit (#CUP 53-59) for a private religious school and related uses at 12816 El Monte Road, for St. Nicholas Catholic School. The permit was approved subject to conditions, which were amended through 1990.

St. Nicholas currently operates under the conditions of File No. 214-98-ZP-SD-CUP, an amendment approved in 1999. This permit allowed for the construction of new buildings, additions to existing buildings, and a parking reconfiguration. The conditions regulate such operations including, but limited to, special events, maximum student enrollment, required parking, and outdoor lighting. Additionally, the conditions require the Planning Commission to review the use permit every five years, although that does not appear to have occurred consistently. The Town most recently issued an administrative-level permit in 2021 for the installation of two new vehicle gates.

Although a conditional use permit establishing the allowable uses was approved in 1959, the proposed addition and remodel require an amendment to that permit. As with all Conditional Use Permits, the Planning Commission serves as a recommending body to the City Council.

On December 4, 2025, the Planning Commission reviewed the proposal at a noticed public hearing and voted 3-0-1, with one absence and one vacancy, to recommend approval to the City Council, subject to conditions of approval. This report provides an overview of the project and a summary of the Planning Commission’s recommendations. A full analysis of the project is found in the staff report to the Planning Commission, dated December 4, 2025 (Attachment 5).

NOTICING/PUBLIC OUTREACH
ITEM 7A STAFF REPORT

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City Council Page 2
St. Nicholas Catholic School
January 15, 2026
The public was advised of this Public Hearing in the following ways:
• Mailing to property owners within 500-foot radius – January 5, 2026 • Posted at the project site – January 5, 2026
• Public Posting Places – January 5, 2026
• Town Website: www.losaltoshills.ca.gov – January 8, 2026 To date, staff has received one public comment regarding the proposed project (Attachment 6).

Additional public comment received after publication of the staff report but before the January 15, 2026, City Council meeting will be forwarded to the Council.

GENERAL PLAN and MUNICIPAL CODE
General Plan Land Use Element
Policy 1.1 Uses of land shall be consistent with the semi-rural atmosphere of the community, minimize disturbance to natural terrain, minimize removal of the natural vegetation, and create the maximum compatibility of development with the natural environmental through site design and landscaping.

Policy 1.3 Large non-residential structures shall be compatible with the residential character of the community.

Policy 2.6 Limits on the development of individual residential lots shall be determined based on evaluation of such factors as natural vegetation, topographic characteristics, soils and geology.

Municipal Code
Pursuant to the Los Altos Hills Municipal Code (LAHMC), all conditional uses are subject to Los Altos Hills Municipal Code Section 10-1.007(1): variances are subject to Los Altos Hills Municipal Code Section 10-1.1007(2);
Conditional use permits may be granted only when facts are established which support the findings required by the provisions of this section.
(a) Findings. Conditional use permits shall be granted by the City Council only when it is found that:
(1) The proposed use of facility is properly located in relation to the community as a whole, land uses, and transportation and service facilities in the vicinity; (2) The site for the proposed use is adequate in size and shape to accommodate the proposed use and all yards, open spaces, walls and fences, parking, loading, landscaping, and such other features as may be required by this chapter or, will be needed to assure that the proposed use will be reasonably compatible with land uses normally permitted in the surrounding area;
(3) The site for the proposed use will be served by streets and highways of adequate width and pavement to carry the quantity and kind of traffic generated by the proposed use; and
(4) The proposed use will not adversely affect the abutting property or the permitted use thereof.

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City Council Page 3
St. Nicholas Catholic School
January 15, 2026
(b) Conditions. Every conditional use permit granted may be subject to such conditions as are deemed necessary to protect the public health, safety and general welfare and secure the objectives of the General Plan and this chapter.

The Planning Commission-recommended findings of approval are included in the Resolution (Exhibit A, Attachment 1).

PROJECT DESCRIPTION
The applicant is requesting a Conditional Use Permit to construct a 1,088-square-foot addition to the existing administration building and library, and to remodel 2,595 square feet of adjacent space.

Site Data
Gross Lot Area: 17.14 acres
Net Lot Area: 17.14 acres
Average Slope: 16.9%
Lot Unit Factor: 14.606
Floor Area and Development Area
Area (sq. ft.) Maximum Existing Proposed Increase Remaining Development 181,297 163,200 162,112 (-1,088) 19,185
Floor 82,597 46,997 48,085 1,088 34,512
Height:

Height (ft) Maximum Proposed
On Vertical Plane 27’ No Change
Lowest to Highest 35’ No Change
Setbacks:

Distance* Minimum Proposed
Front 40’ No Change
Side 30’ No Change
Side (south) 30’ No Change
Rear 30’ No Change
*Distances are measured from the proposed building to the respective property line.

DISCUSSION
Site Design and Architecture
The 1,088-square-foot addition to the administration building allows for two new restrooms and an office, all located interior to the site. The project encloses a portion of the existing courtyard, replacing existing pavement and landscaping; therefore, setbacks are not affected. Additionally, the project complies with the property’s Maximum Development Area (MDA) and Maximum Floor Area (MFA). There are no special conditions of the CUP which would further restrict the amount of development.

The addition is a single-story and remains within standard building height requirements. The westfacing side of the administration building will be remodeled with a new roofline, increasing the

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City Council Page 4
St. Nicholas Catholic School
January 15, 2026
height at that location to 18 feet. Even with this modification, the administration building will remain lower in height than the 26-foot-tall parish hall.

Staff does not anticipate any negative impacts to surrounding properties, as the new construction is concentrated interior to the site and therefore largely shielded from public view. The remodel of the administration building will be further screened by existing vegetation along the western property line, which provides a visual buffer to residences on Voorhees Drive.

The project does not require any variances from applicable development standards.

Conditions of Approval
As stated previously, St. Nicholas’s operations are regulated by the conditions that City Council approved in 1999. The applicant has prepared a letter agreeing to abide by these conditions, with one requested modification. Condition #2 states, “Not later than five years after this approval, the applicant shall request and the Planning commission shall then review the use permit at a noticed public hearing, to determine that the use remains in compliance with the conditions of approval. Subsequent o the initial review, subsequent reviews shall occur every five (5) years thereafter”. St. Nicholas requests to change this to a review required every fifteen (15) years. At the December 4, 2025 Planning Commission meeting, the Commission supported a revision to every ten (10 years). This updated condition is reflected in the resolution (Attachment 1).

Town Committee Reviews
Environmental Design and Protection Committee (EDPC)
The Committee reviewed the application and visited the property in December 2023. The Committee report suggests a new pathway easement along the top of bank of El Monte Road would be helpful for residents who walk the loop from Summerhill to Hilltop to Barley Hill to El Monte.

Pathways Committee
The application was routed to the Pathways Committee in 2023 and 2025. Following the December 4, 2025, Planning Commission meeting, the Pathways Committee reviewed the site and recommended not to pursue a pathway easement. The committee stated that there seems to be no viable pathway between Voorhees Drive and Summerhill Avenue. As such, staff has not included the dedication of a pathway easement as a condition.

Open Space Committee (OSC)
OSC also reviewed the application and visited the property in December 2023. The Committee report recommends protecting any trees near construction areas with fencing and using native plants when landscaping near the accessible parking area.

PLANNING COMMISSION RECOMMENDATION
On December 4, 2025, the Planning Commission reviewed the proposal at a noticed public hearing and voted 3-0-1, with one absence and one vacancy, to recommend approval to the City Council,

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City Council Page 5
St. Nicholas Catholic School
January 15, 2026
subject to conditions of approval. The Commission’s recommendation modifies one condition originally prepared by staff:
• As an ongoing condition of approval, the Planning Commission and City Council shall conduct a review of this Conditional Use Permit every fifteen 15 ten (10 years) to assure compliance with conditions and all conditions shall be subject to amendments and/or additional conditions to assure that the public health, safety and general welfare are protected and that the objectives of the General Plan and Zoning Ordinance are served, as deemed necessary by the Planning Commission and City Council.

ENVIRONMENTAL REVIEW
The proposed addition and remodel is categorically exempt from the provisions of the California Environmental Quality Act (CEQA) pursuant to Section 15301(e), which allows for an increase of not more than 50 percent of the floor area of the structures before the addition, or 2,500 square feet, whichever is less.
2024-25 CITY COUNCIL WORK PLAN:

This is not part of the 2024-25 City Council Work Plan, as new Conditional Use Permit applications are reviewed through the Town’s standard entitlement process.

FISCAL IMPACT:

There is no fiscal impact to the Town associated with review of the Conditional Use Permit and Variance, as the Town required payment of a $3,840 application fee to cover staff time.

ATTACHMENTS

1. Resolution with Conditions of Approval

2. Environmental Design and Protection Committee Report, dated December 2023

3. Open Space Committee Report, dated December 2023

4. Applicant Response to Existing Conditions of Approval a. File No. 214-98-ZP-SD-CUP Conditions of Approval

5. Staff report to the Planning Commission, dated December 4, 2025

6. Public Comment

7. Project Plans – Planning Commission only
Report prepared by: Jonathan Fox, Senior Planner

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Resolution CC _-26 Page 1
RESOLUTION CC _-26

RESOLUTION OF THE CITY COUNCIL OF THE TOWN OF LOS ALTOS HILLS

MAKING A CATEGORICAL EXEMPTION DETERMINATION UNDER CEQA AND

APPROVING A CONDITIONAL USE PERMIT FOR AN ADDITION TO THE ADMINISTRATION BUILDING AT 12816 EL MONTE ROAD (ST. NICHOLAS

CATHOLIC SCHOOL) AND IMPOSING CERTAIN CONDITIONS OF APPROVAL WHEREAS, on December 18, 2023, The Town of Los Altos Hills received an application for a Conditional Use Permit (CUP23-0005) from the property owner, St. Nicholas Catholic School, for the construction of an addition to the existing administration building and library at 12816 El Monte Road (“Project”); and
WHEREAS, based on the record presented before it, the project is exempt from the provisions of the California Environmental Quality Act (CEQA) pursuant to Section 15301(e) as the project scope is for an addition to an existing structure that results in an increase of not more than 50 percent of the floor area of the structure before the addition, or 2,500 square feet.

WHEREAS, the project application was processed in accordance with the applicable provisions of the California Government Code and the Los Altos Hills Municipal Code; and WHEREAS, the Planning Commission held a duly noticed public hearing on the project on December 4, 2025, and considered all evidence, testimony, written documentation, and public comments and voted 3-0-1, with on absence and on vacancy, to forward a recommendation of approval to the City Council; and
WHEREAS, the City Council held a duly noticed public hearing on the project on January 15, 2026, and considered the Planning Commission’s recommendation, and independently evaluated all evidence, testimony, written documentation, and public comments; and NOW, THEREFORE, based on the entirety of the record before it, the City Council of the Town of Los Altos Hills hereby finds that the Project is exempt from CEQA pursuant to CEQA Guidelines Section 15301; and approves the Conditional Use Permit subject to the findings contained in Exhibit “A” and conditions contained in Exhibit “B” and incorporated herein by reference.

The above and foregoing Resolution was passed and adopted by the City Council of the Town of Los Altos Hills at a regular meeting held on the 15th day of January 2026 by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

By: ___________________________________
Rajiv Bhateja, Mayor
ATTEST:
______________________________________________
Arika Miller, City Clerk
ITEM 7A ATTACHMENT 1

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Resolution CC _-26 Page 2
EXHIBIT “A”

CONDITIONAL USE PERMIT FINDINGS OF APPROVAL
Conditional use permits shall be granted by the City Council only when it is found that:
(1) The proposed use of facility is properly located in relation to the community as a whole, land uses, and transportation and service facilities in the vicinity; The new construction is located interior to the site to minimize impacts to the natural site features and adjacent properties, which is preferred. In addition, the school site is well buffered from the surrounding residential uses by the natural topography and existing vegetation. (2) The site for the proposed use is adequate in size and shape to accommodate the proposed use and all yards, open spaces, walls and fences, parking, loading, landscaping, and such other features as may be required by this chapter or, will be needed to assure that the proposed use will be reasonably compatible with land uses normally permitted in the surrounding area; The 17.14-acre site is adequate in size and configuration to accommodate the new construction without need for extensive grading or reconfiguration of existing site layout. The site’s sloped topography, along with the preservation of numerous perimeter screening trees, helps ensure compatibility with the surrounding residential uses.
(3) The site for the proposed use will be served by streets and highways of adequate width and pavement to carry the quantity and kind of traffic generated by the proposed use; and There will be no additional traffic related issues with the new construction because the number of students and faculty is not being increased and therefore, no additional traffic is anticipated to be generated. Vehicle access to the site will continue to be provided from El Monte Road, a public road.
(4) The proposed use will not adversely affect the abutting property or the permitted use thereof.

The proposed development will not adversely affect the adjacent properties or uses as the project seeks to replace an existing building but maintain the current operational characteristics. Although the new operations center is larger than the existing, it utilizes a residential design to blend in the public utility use with the adjacent residential properties.

Furthermore, significant vegetation along the property perimeter will be retained to reduce potential for noise and view impacts. Long-standing operational characteristics such as special events, student enrollment, and required parking will remain unchanged.

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Resolution CC _-26 Page 3
EXHIBIT “B”
CONDITIONS OF APPROVAL FOR A CONDITIONAL USE PERMIT*/**/*** St. Nicholas Catholic School – 12816 El Monte Road
*(“Year”) denotes the date that the condition was originally applied or last modified. **Conditions 1 – 11 are ongoing and relate to the use of the property, in general. ***Conditions 12 – 44 are specific to the permitting requirements for the subject amendment (File No. CUP23-0005).

GENERAL CONDITIONS:

1. This conditional use permit allows the use of the subject property as a private religious school and for related religious uses (e.g., parish hall, convent, etc.), subject to the following conditions and according to plans approved by the City Council on January 20, 1999. Any further expansion or change of the use shall require an amendment to the conditional use permit. Additionally, the Planning Director may, at any time, schedule a review or revocation hearing before the Planning Commission regarding the use permit, if any condition of approval is not being met or if the facility is being used inconsistent with the approved use or in violation of the Town development codes. (1999)

2. Planning Commission and City Council shall conduct a review of this Conditional Use Permit every ten (10) years to assure compliance with conditions and all conditions shall be subject to amendments and/or additional conditions to assure that the public health, safety and general welfare are protected and that the objectives of the General Plan and Zoning Ordinance are served, as deemed necessary by the Planning Commission and City Council. (2025)

3. If permittee abandons the use of said real property allowed by this permit for a period of one year, then the abandonment shall constitute a revocation of the use herein granted, and this Use Permit shall become null and void. (1999)

4. Evening events sponsored by the applicant shall be concluded no later than the hour of 11:00 p.m. on weeknights and 12:00 midnight on Friday and Saturday evenings. (1999)

5. No parking shall be allowed on any surrounding neighborhood street or on the driveway entrance to the property. For any event at which attendance is expected to exceed the available parking capacity, on-site parking and traffic control shall be provided for the duration of the event and, if necessary, shuttles shall be provided to and from off-site parking areas. (1999)

6. If enrollment is increased in the future, traffic studies shall be prepared at the applicant’s expense, analyzing and proposing improvements, where determined to be feasible and acceptable to the City Engineer, to ensure the safe operation of the driveway intersection at El Monte Ave. (1999)

7. The use of the public address system shall be limited to not more than five (5) minutes each morning for the morning assembly. No other outdoor sound amplification shall be allowed

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Resolution CC _-26 Page 4
on the site, except for once per year during daytime hours. Noise levels shall be limited to comply with the provisions of Section 5-2.02 of the Los Altos Hills Municipal Code. (1999)

8. Whenever students of the institution are present at the school, at least one faculty or staff member shall be present. (1999)

9. All requirements of the Santa Clara County Fire Department and the Santa Clara County Health Department shall be complied with as part of this permit. The trees on the property shall be maintained trim and clean, and any dead material under the trees shall be removed on a regular basis. (1999)

10. Onsite storm drainage facilities shall be inspected and maintained annually by the school.

The storm drainage system includes any drainage inlets, pipes, and open ditches, particularly the ditch adjacent to Voorhees Drive. (1999)

11. All lighting shall be constructed and operated so as to eliminate any direct illumination toward any existing residence or building lot site. Such lighting shall be operated so as not to constitute a nuisance toward any adjacent property owner. All parking lot lighting shall be turned off by not later than 10:00 p.m., or not later than 30 minutes past the end of an event (where permitted later than 10:00 p.m.), except where determined to be necessary for visibility along the driveway. (1999)
PLANNING:

12. No other modifications to the approved plans submitted on March 4, 2025, are allowed except as otherwise first reviewed and approved by the Community Development Director or the Planning Commission, depending on the scope of the changes.

13. All conditions of approval shall be printed on plans submitted for building permit plan check.

14. The project is subject to the Town’s Construction Time Limit Ordinance (Chapter 10, Title VIII of the Municipal Code). The maximum time for completion of the project shall be set by said policy and run from date of Building Permit issuance. Any extensions to the time for completion shall be subject to said policy. Failure to complete the project in the allotted time with approved extensions may result in substantial penalties and fees per the policy.

15. Exterior finish colors of all buildings shall have a light reflectivity value of 50 or less and roof materials shall have a light reflectivity value of 40 or less, per manufacturer specifications. All color samples shall be submitted to the Community Development Department for approval at time of submittal for building plan check. All applicable structures shall be painted in conformance with the approved color(s) prior to final inspection.

16. All exterior lighting fixtures shall be down directed or shielded non-movable fixtures and shall not exceed 3,000 Kelvins and 600 lumens. Exterior lighting on the new structure shall be designed for compliance with the Town’s Outdoor Lighting Policy. The construction drawings shall be revised to include an outdoor lighting plan for Community Development Department staff review and approval.

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Resolution CC _-26 Page 5

17. Skylights, if utilized, shall be designed and constructed to reduce emitted light (tinted or colored glass, or other material). No lighting may be placed within skylight wells.

18. Fire retardant roofing (Class A) is required for all new construction.

19. All construction shall comply with the applicable California Green Building Standards Code, Part 11, Title 24 mandatory measures in effect at the time of building permit application. The property owner shall provide a CALGreen Non-Residential Checklist demonstrating conformance with all applicable mandatory measures at time of building permit submittal.

20. All construction shall comply with 2022 California Building and Fire Code for construction within wildland urban interfaces. (Materials and Construction Methods for Exterior Wildlife Exposure).

21. All properties shall pay School District fees to either the Los Altos School District and Mountain View Los Altos Union High School District or the Palo Alto Unified School District, as applicable, prior to permit issuance. The applicant shall take a copy of worksheet #2 to school district offices, pay the appropriate fees and provide the Town with a receipt.

22. Prior to beginning any grading operation, all significant trees, particularly any heritage oak trees, are to be fenced at the drip line. The fencing shall be of a material and structure (chainlink) to clearly delineate the drip line. Town staff must inspect the fencing and the trees to be fenced prior to commencement of any grading. The property owner shall call for said inspection at least three days in advance of the inspection. The fencing must remain throughout the course of construction. No storage of equipment, vehicles or debris shall be allowed within the drip lines of these trees. Existing perimeter plantings shall be fenced and retained throughout the entire construction period.

ENGINEERING DEPARTMENT

23. Any, and all, changes to the approved Grading and Drainage plan shall first be approved by the Town Engineering Department. No grading shall take place during the grading moratorium (October 1st to April 30th) except with prior approval from the City Engineer. No grading shall take place within ten feet of any property line.

24. An encroachment permit shall be obtained from the Public Works Department for all work proposed in the public right-of-way. No work within the public right-of-way shall commence without an encroachment permit.

At Building Plan Check

25. Submit a Construction Best Management Practices (BMPs) Plan for review and approval.

26. Submit high-quality color photographs of the existing roadways and pathways prior to the building permit issuance.

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Resolution CC _-26 Page 6

27. Submit a Grading & Construction Operation plan for review and approval by the City Engineer and Planning Director. The grading/construction operation plan shall address truck traffic issues regarding dust, noise, and vehicular and pedestrian traffic safety on El Monte Road, and surrounding roadways; storage of construction materials; placement of sanitary facilities; parking for construction vehicles; and parking for construction personnel. A debris box (trash dumpster) shall be placed on site for collection of construction debris.

Arrangements must be made with GreenWaste Recovery, Inc. for the debris box since they have a franchise with the Town and no other hauler is allowed within the Town limits.

Prior To Final Approval

28. All areas on the site that have the native soil disturbed shall be protected for erosion control during the rainy season and shall be replanted prior to final inspection.

29. The property owner shall inform the Town of any damage and shall repair any damage caused by the construction of the project to pathways, private driveways, and public and private roadways prior to final inspection.

FIRE DEPARTMENT

30. Review of this Developmental proposal is limited to acceptability of site access, water supply and may include specific additional requirements as they pertain to fire department operations, and shall not be construed as a substitute for formal plan review to determine compliance with adopted model codes. Prior to performing any work, the applicant shall make application to, and receive from, the Building Department all applicable construction permits.

31. Fire Alarm Requirements: (As noted on Sheet A0.1) Refer to CFC Sec. 907 and the currently adopted edition of NFPA 72. Submit shop drawings (3 sets) and a permit application to the SCCFD for approval before installation or altering any system. Call (408) 341-4420 for more information. Fire Alarm installation and any modification required for building 1, 2, 3.1, 3, 4, and 5 and will be a deferral submittal.

32. Fire Sprinklers Required: (As Noted on Sheet T1.0) Approved automatic sprinkler systems in new and existing buildings and structures shall be provided in the locations described in this Section or in Sections 903.2.1 through 903.2.18 whichever is the more restrictive. For the purposes of this section, firewalls used to separate building areas shall be constructed in accordance with the California Building Code and shall be without openings or penetrations.

NOTE: The owner(s), occupant(s) and any contractor(s) or subcontractor(s) are responsible for consulting with the water purveyor of record in order to determine if any modification or upgrade of the existing water service is required. A State of California licensed (C-16) Fire Protection Contractor shall submit plans, calculations, a completed permit application and appropriate fees to this department for review and approval prior to beginning their work.

CFC Sec. 903.2. Sprinklers installation and any modification will be provided for building 1, 2, 2.1, 3, 4, and 5 as a deferral submittal.

33. Fire Hydrant Systems Required: (As noted on Sheet 0.3) Where a portion of the facility or building hereafter constructed or moved into or within the jurisdiction is more than 400

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Resolution CC _-26 Page 7
feet from a hydrant on a fire apparatus access road, as measured by an approved route around the exterior of the facility or building, onsite fire hydrants and mains shall be provided where required by the fire code official. Exception: For Group R-3 and Group U occupancies equipped throughout with an approved automatic sprinkler system installed in accordance with Section 903.3.1.1, 903.3.1.2 or 903.3.1.3, the distance requirement shall be not more than 600 feet. [CFC, Section 507.5.1].

34. Required Fire Flow: The minimum require fireflow for this project is 1500 Gallons Per Minute (GPM) at 20 psi residual pressure. This fireflow assumes installation of automatic fire sprinklers per CFC [903.3.1.3].

35. Buildings and Facilities Access: (As noted on Sheet A.02) Approved fire apparatus access roads shall be provided for every facility, building or portion of a building hereafter constructed or moved into or with the jurisdiction. The fire apparatus access road shall comply with the requirements of this section and shall extend to within 150 feet of all portions of the facility and all portions of the exterior walls of the first story of the building as measured by and approved route around the exterior of the building or facility. [CFC, Section 503.1.1]

36. Fire Apparatus (Engine)Access Roadway Required: Provide an access roadway with a paved all-weather surface, a minimum unobstructed width of 20 feet, vertical clearance of 13 feet 6 inches, minimum circulating turning radius of 30 feet inside, 50 feet outside, and a maximum slope of 15%. Surface shall be capable of supporting 75K pounds. Installations shall conform to Fire Department Standard Details and Specifications sheet A-1. CFC Sec. 503.

37. (Circulating) Fire Lanes Required: (As noted on Sheet A.02) The minimum clear width of fire department access roads shall be 20 feet. The minimum outside turning radius is 50 feet for required circulating access roadways. Fire apparatus access roads shall be designated and marked as a fire lane as set forth in Section 22500.1 of the California Vehicle Code.

38. Knox Key Boxes/Locks Where Required for Access: (As Noted on Sheet A1.1) Where access to or within a structure or an area is restricted because of secured openings or where immediate access is necessary for lifesaving or firefighting purposes, the fire code official is authorized to require a key box to be installed in an approved location. The Knox Key Box shall be a of an approved type and shall contain keys to gain necessary access as required by the fire code official. Locks. An approved Knox Lock shall be installed on gates or similar barriers when required by the fire code official. Key box maintenance. The operator of the building shall immediately notify the fire code official and provide the new key when a lock is changed or re-keyed. The key to such lock shall be secured in the key box. [CFC Sec. 506].

39. Water Supply Requirements: Potable water supplies shall be protected from contamination caused by fire protection water supplies. It is the responsibility of the applicant and any contractors and subcontractors to contact the water purveyor supplying the site of such project, and to comply with the requirements of that purveyor. Such requirements shall be incorporated into the design of any water-based fire protection systems, and/or fire suppression water supply systems or storage containers that may be physically connected in

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Resolution CC _-26 Page 8
any manner to an appliance capable of causing contamination of the potable water supply of the purveyor of record. Final approval of the system(s) under consideration will not be granted by this office until compliance with the requirements of the water purveyor of record are documented by that purveyor as having been met by the applicant(s). 2019 CFC Sec. 903.3.5 and Health and Safety Code 13114.7.

40. Address identification: (As Noted on Sheet A1.1) New and existing buildings shall have approved address numbers, building numbers or approved building identification placed in a position that is plainly legible and visible from the street or road fronting the property. These numbers shall contrast with their background. Where required by the fire code official, address numbers shall be provided in additional approved locations to facilitate emergency response. Address numbers shall be Arabic numbers or alphabetical letters. Numbers shall be a minimum of 4 inches (101.6 mm) high with a minimum stroke width of 0.5 inch (12.7 mm). Where access is by means of a private road and the building cannot be viewed from the public way, a monument, pole or other sign or means shall be used to identify the structure. Address numbers shall be maintained. CFC Sec. 505.1.

41. Water Supply Requirements: Potable water supplies shall be protected from contamination caused by fire protection water supplies. It is the responsibility of the applicant and any contractors and subcontractors to contact the water purveyor supplying the site of such project, and to comply with the requirements of that purveyor. Such requirements shall be incorporated into the design of any water-based fire protection systems, and/or fire suppression water supply systems or storage containers that may be physically connected in any manner to an appliance capable of causing contamination of the potable water supply of the purveyor of record. Final approval of the system(s) under consideration will not be granted by this office until compliance with the requirements of the water purveyor of record are documented by that purveyor as having been met by the applicant(s). 2019 CFC Sec. 903.3.5 and Health and Safety Code 13114.7.

42. Construction Site Fire Safety: All construction sites must comply with applicable provisions of the CFC Chapter 33 and our Standard Detail and Specification S1-7. Provide appropriate notations on subsequent plan submittals, as appropriate to the project. CFC Chp.

33. 43. Note that a plan review is required prior to any proposed tenant improvement.

44. Fire Flow: Provide a fire flow letter from a local water purveyor confirming the required fire flow of 1312 GPM @ 20 psi residual from a fire hydrant located within 400’ of the farthest exterior corner of the structure is required. Contact your local water purveyor (California Water) for details on how to obtain the fire flow letter.

Please refer to the Conditions of Project Approval set forth herein. If you believe that these conditions impose any fees, dedications, reservation or other exactions under the California Government Code Section 66000, you are hereby notified that these Conditions constitute written notice of a statement of the amount of such fees, and/or a description of the dedications, reservations, and other exactions. You are hereby further notified that the 90-day approval period in which you may protest such fees, dedications, reservations, and other exactions, pursuant to

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Resolution CC _-26 Page 9
Government Code Section 66020(a), has begun. If you fail to file a protest within this 90-day period complying with all requirements of Section 66020, you will be legally barred from later challenging such exactions.

Upon completion of the construction, a final inspection shall be required to be set with the Community Development and Engineering Departments two weeks prior to final building inspection approval.

NOTE: The Conditional Use Permit is valid for one year from the approval date. All required building permits must be obtained within that year and work completed per the Town’s Construction Time Limit Ordinance (Chapter 10, Title VIII of the Municipal Code).

The maximum time for completion of the project shall be set by said policy and run from date of Building Permit issuance.

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ENVIRONMENTAL DESIGN and PROTECTION COMMITTEE
Application For: Conditional use permit for school remodel Applicant Name: St. Nicholas Parish
Site Address: 12816 El Monte Rd.

Reviewed By: Grace, Peter
Field Trip Date: December 12, 2023
Planner: Elaine Ling
Due Date: January 5, 2024
File Number: SDxxx
● The school site expansion of 977sf is within the current building site pad. ● The rectory patio addition of 773sf also appears to be within its site pad, but this is not possible to ascertain from the submitted documents. ● For consideration: a path easement along the top of bank of El Monte Rd. would be helpful for neighbors who walk the loop from Summerhill to Hilltop to Barley Hill to El Monte.

Site plan with elevation contours
ITEM 7A ATTACHMENT 2

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SITE IMPACT & MITIGATION (Views, Neighborhood home locations, privacy, noise, slopes) The site is 17.14 acres near and to the northeast of the El Monte Rd and 280 cloverleaf interchange. It sits above El Monte Rd and runs close to 900 ft along that road. The elevation varies from 343ft to 240 ft with the school occupying 139,502sf at 285ft elevation and the rectory 23,698sf at similar height, neither visible from El Monte Rd.

Current view of St. Nicholas school from the parking lot entrance All of the proposed renovated structures are below 20ft in height.

Note that structure height, including future solar panels, is limited to 27ft:

ENVIRONMENT (Pathways, Open Space, Riparian Habitat, Heritage Trees, other mature trees).

Mature trees should be protected during construction according to standard practice. See Tree Fencing Requirements or
10-1.1427 Tree Protection Measures - Construction
(a) A fence shall be installed around the dripline of the Protected Tree(s) prior to any work, and no construction activities shall be carried on within the

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dripline. Construction activities shall include but not be limited to storage of materials, dumping of waste materials and parking of vehicles. Existing perimeter plantings shall be fenced and retained throughout the entire construction period,
(b) Site Development Permits that include construction within a dripline of any Protected Tree(s) may include provisions for hand trenching within the dripline; on-site arborist supervision; prohibition of cuts or fills within four feet of a Protected Tree base; and review of any cutting or trimming, subject to the findings of an arborist report as required in Section 10-1.1414. The above measures may be added to based on the recommendations of the project arborist’s report or consultant arborist’s peer review. Posting of a bond or deposit to ensure protection of Protected Trees during construction may be required if deemed appropriate.

WILDFIRE SAFETY (Defensible Space, Zones, Tree Spacing, Ladder Fuels, Mulch) Refer to the Fire Safe Council's recommendations for defensible space and planting comments:
https://cafiresafecouncil.org/resources/fire-safety-information-for-residents/

TREE REMOVAL & REPLACEMENT
n/a
PLANTING COMMENTS (Plant selection)
n/a
WATER BUDGET (Calculations Sheet Included?)
n/a
HARDSCAPE (MDA Calculations shown?)
Total MDA = 164,950sf out of allowable 181,297sf. Lot size = 746,648sf.

FENCE/GATES (Style, Height)
Please consult the town document on Fences, Walls, Gates, and Columns for permitted and prohibited fence styles.

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OUTDOOR LIGHTING (Home entry point lights, Pathway lights, Up/Down lights, String lights) Los Altos Hills implements a dark sky lighting policy, meaning that outdoor lights must minimize glare while reducing light trespass and skyglow.1 See full UPDATED POLICIES, March 2022, Outdoor-Lighting-Policy-PDF (ca.gov) 1 Find Dark Sky Friendly Lighting – DarkSky International

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OSC Review St Nicholas School
To: Los Altos Hills Planning Department
From: Open Space Committee
Date: December 12, 2023
Property address: St. Nicholas School, 12816 El Monte Road Date of Site Visit: December 12, 2023
Lands of Saint Nicholas School APN 336-21-003 and 004
Town
Planner
Elaine Ling Project
Number
Lot Size
(acre)
Slope (%) LUF DA (sqft) FA (sqft) Earthworks

17.14 16.9 Cut CY
Fill CY
Reason for review: School Remodel

PROPERTY SUMMARY
The property is owned by Saint Nicholas School, which is proposing to provide accessible restrooms for students and teachers, renovate the school administration and library buildings, and upgrade the existing entry way. The school sits on a mostly level pad. There is no change of footprint for the school besides the roughly 750 sf bump-out into an inner courtyard.

St. Nicholas does have some areas of slope and trees between the property and El Monte Road, which could conceivably be designated as an easement since there is a steep slope.

Not recommended at this time. There is also a patch of redwood trees used as a "natural" classroom. There is little landscaping except at the area near the chapel where accessible parking is proposed.

Fences: N/A
Trees: Redwoods in classroom area, oaks
Creeks/Swales: N/A
Wildlife Corridors: N/A
Geology/Slopes: Property on level pad, slopes nearby
Open Space Conservation Area: No
Existing Easements: none noted
Invasive Plants: Find details at calscape.org

OSC RECOMMENDATION

1. Protect any trees near construction areas with fencing.

2. Recommend using native plants when landscaping near the accessible parking area at the chapel remodel.

ITEM 7A ATTACHMENT 3

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OSC Review St Nicholas School
Google Map View of property
Entry Way - the biggest change proposed

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OSC Review St Nicholas School

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OSC Review St Nicholas School
Site Plan
General Plan References & Policies:

Conservation Policy 2.2: Minimize disturbance of the natural terrain and vegetation Preserve and protect native and naturalized plants, with special attention to preservation of unique, rare or endangered species and plant communities such as oak woodlands.

Conservation Element Program 2.5 Encourage the dedication of conservation/open space easements or the public acquisition of areas that are rich in wildlife or of a fragile ecological nature to ensure their protection.

Conservation Policy 2.7: Avoid the development of environmentally sensitive areas that are rich in wildlife or of a fragile ecological nature, such as areas of rare or endangered species of plants, or riparian areas.

Conservation Goal 3: Maintain and enhance the integrity of wildlife habitat.

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OSC Review St Nicholas School
Conservation Element Policy 11.1 Develop and implement programs by which the natural environmental features of the planning area can be conserved to the maximum extent feasible and by which areas already unduly disturbed by man can be returned to a more natural condition.

Conservation Element Policy 11.4 Ensure that the scale of building, the siting of development, the design and the materials of construction are harmonious with the natural setting.

Conservation Element Policy 11.5 Ensure that development projects are designed to conserve the natural slope, preserve existing native vegetation, limit invasive species, and conserve natural drainage channels and swales.

Land Use Element Policy 2.5 Steep slopes, canyons and ravines generally in excess of 30% slope, as well as natural swales and drainage channels, and geologic hazard areas within areas designated for residential development shall be left undisturbed and preserved in their natural condition to the maximum extent feasible.

Land Use Element Program 2.4 Encourage the preservation of native hillside vegetation and, if vegetation must be removed, require appropriate revegetation and planting in hillside areas.

Open Space Element Policy 1.4: Preserve the natural beauty and minimize disturbance of the natural terrain and vegetation.

Open Space Policy 1.8: Ensure that land uses and structures are compatible with the general open space quality of the planning area.

Safety Element Policy 1.1 Open space easements, zoning and other land use regulations shall be used to limit and, in some cases, prohibit development in areas of unstable terrain, active fault traces, water channels, flood plains, excessively steep slopes and other areas determined to be hazardous to public welfare and safety.

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ITEM 7A ATTACHMENT 4

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THE TOWN OF LOS ALTOS HILLS December 4, 2025
Staff Report to the Planning Commission
SUBJECT: 12816 El Monte Road – File #CUP23-0005 – Lands of The Roman Catholic Bishop of San Jose
Conditional Use Permit for the construction of a 1,088-square-foot addition to an existing administration building and library at St. Nicholas Catholic School, and a request for a 5-year review of the existing Conditional Use Permit.

CEQA Review: Categorical Exemption per Section 15301
FROM: Jonathan Fox, Senior Planner
APPROVED: Jay Bradford, Community Development Director
RECOMMENDATION: That the Planning Commission takes one of the following actions:

1. Adopt a resolution (Attachment 1) to forward a recommendation to the City Council to make a Categorical Exemption under CEQA, and approve the Conditional Use Permit, subject to the attached conditions of approval.

2. Direct the applicant to make specific design changes to be reviewed at date certain.

Although a conditional use permit establishing the allowable uses was approved in 1959, the proposed addition and remodel require an amendment to that permit. Planning Commission review is also required to satisfy the ongoing five-year review.

The school occupies two parcels totaling 17.14 acres. The property is surrounded by singlefamily residences and is accessed via El Monte Road, a public road. With the exception of the school buildings and parking lot, substantial portions of the property are characterized by steep terrain. The school sits at an elevation of 314 feet, which is about 60 feet above El Monte Road.

ITEM 7A ATTACHMENT 5

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Planning Commission Page 2
St. Nicholas Catholic School
December 4, 2025
Figure 1. Context Map Source: Town GIS
Section 10-1.703(b) of the Town’s Zoning Code permits the location of churches and convents in the R-A (Residential-Agricultural) zone only as a conditional use, and Section 10-1.703(g) similarly allows for private schools as a conditional use. Section 10-1.1007(a) of the Code outlines four findings which must be made by the Planning Commission and City Council in order to approve a conditional use permit. Staff responses to the required findings are found in the Resolution, Exhibit “A”.

This application represents the final phase of a 3-Phase renovation plan that was originally proposed by St. Nicholas in 2023. Work on Phases 1 and 2 took place over the past two summers, specifically scheduled when school is not in session. This approach was used to accommodate the school’s construction timeline and to minimize impacts to neighboring properties.

NOTICING/PUBLIC OUTREACH
The public was advised of this Public Hearing in the following ways:
• Mailing to property owners within 500-foot radius – November 21, 2025 • Posted at the project site – November 21, 2025
• Public Posting Places – November 21, 2025
• Town Website: www.losaltoshills.ca.gov – November 26, 2025 To date, staff has not received public comment regarding the proposed project. Public comment received after publication of the staff report but before the December 4, 2025, Planning Commission will be forwarded to the Commission.

GENERAL PLAN and MUNICIPAL CODE

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Planning Commission Page 3
St. Nicholas Catholic School
December 4, 2025
General Plan Land Use Element
Policy 1.1 Uses of land shall be consistent with the semi-rural atmosphere of the community, minimize disturbance to natural terrain, minimize removal of the natural vegetation, and create the maximum compatibility of development with the natural environmental through site design and landscaping.

Policy 1.3 Large non-residential structures shall be compatible with the residential character of the community.

Policy 2.6 Limits on the development of individual residential lots shall be determined based on evaluation of such factors as natural vegetation, topographic characteristics, soils and geology.

Staff responses to the required findings of approval are found in the Draft Resolution, Exhibit A.

Site Data

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Planning Commission Page 4
St. Nicholas Catholic School
December 4, 2025
Gross Lot Area: 17.14 acres
Net Lot Area: 17.14 acres
Average Slope: 16.9%
Lot Unit Factor: 14.606
Floor Area and Development Area
Area (sq. ft.) Maximum Existing Proposed Increase Remaining Development 181,297 163,200 162,112 (-1,088) 19,185
Floor 82,597 46,997 48,085 1,088 34,512
Height:

Height (ft) Maximum Proposed
On Vertical Plane 27’ No Change
Lowest to Highest 35’ No Change
Setbacks:

The addition is a single-story and remains within standard building height requirements. The westfacing side of the administration building will be remodeled with a new roofline, increasing the height at that location to 18 feet. Even with this modification, the administration building will remain lower in height than the 26-foot-tall parish hall.

The project does not require any variances from applicable development standards.

Grading and Drainage
Only minimal grading and drainage improvements are required, as the new construction is situated within the existing developed portion of the site. The Engineering Department has

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Planning Commission Page 5
St. Nicholas Catholic School
December 4, 2025
reviewed the architectural plans and found that their remaining requirements can be addressed through conditions of approval. The Engineering Department has provided their recommended conditions of approval (see Conditions #23 through #29, Attachment 1).

The project does not require any exceptions to the Grading Policy.

Trees and Landscaping
The project proposes to remove two non-heritage-oak trees in the courtyard to accommodate the addition. Staff does not recommend requiring a landscape screening application, as the proposed improvements are well screened from surrounding properties.

Lighting
A total of five new exterior fixtures are proposed: three at the front entry and two within the courtyard. The two fixtures at the courtyard are LED wall lights, which are intended to the illuminate the adjacent wall. Although this fixture does not comply with the Town’s Outdoor Lighting Policy requirement for fully-shielded, downward-facing lighting, staff supports their use because they will not be visible offsite. Cut sheets for the three fixtures at the front entry were not provided; however, they are generally described as soffit mounted downlights. Staff has included a condition of approval requiring the applicant to submit the manufacturer’s specifications for this fixture prior to issuance of building permit. This will allow staff to confirm compliance with the Policy’s limitations on light emissions (lumens) and color temperature (Kelvin).

Conditions of Approval
As stated previously, St. Nicholas’s operations are regulated by the conditions that City Council approved in 1999. The applicant has prepared a letter agreeing to abide by these conditions, with one requested modification. Condition #2 states, “Not later than five years after this approval, the applicant shall request and the Planning commission shall then review the use permit at a noticed public hearing, to determine that the use remains in compliance with the conditions of approval. Subsequent o the initial review, subsequent reviews shall occur every five (5) years thereafter”. St. Nicholas requests to change this to an ongoing fifteen (15) year review. Staff is supportive of this request because St. Nicholas is a longstanding community partner that has not generated code violations or neighborhood complaints. Should any issues arise, the Town retains full discretion to initiate code enforcement action or to review the use permit at any time. This updated condition is reflected in the resolution (Attachment 1).

The application was routed to the Pathways Committee in in 2023 and 2025 but no comments were provided. As such, staff has not included the dedication of a pathway easement as a condition.

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Planning Commission Page 6
St. Nicholas Catholic School
December 4, 2025
EDPC plans to visit the property again prior to the December 4, 2025 Planning Commission meeting. If an updated report is prepared, it will be forwarded to the Commission and uploaded as a supplemental attachment.

ATTACHMENTS

1. Resolution with Conditions of Approval

2. Environmental Design and Protection Committee Report, dated December 2023

3. Open Space Committee Report, dated December 2023

4. Applicant Response to Existing Conditions of Approval a. File No. 214-98-ZP-SD-CUP Conditions of Approval

5. Project Plans – Planning Commission only

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From: Jim Steinmetz
To: Jonathan Fox
Cc: Jan Popolizio; Nancy Traficanti
Subject: Feedback on Staff Report for St. Nicholas Project Date: Tuesday, December 2, 2025 3:41:52 PM
Jonathan:

Thank you so much for your time today to review with me the staff report that you compiled for the Planning Commission associated with the St. Nicholas School project. As I shared with you today, I am fine with the expansion project that the school is proposing.

I do have a request relative to lighting. As you are aware our residence is adjacent to the school and we have view lines that look down on their buildings. The proposed lighting, which appears to be 2 LED lights facing the wall (reflective light) is most probably fine. Our request is that no further lighting be added for the illumination of the Quad area, as part of this project or in the future.

Another point in you staff report that was not clear is that associated with a potential request for pathway access. If this is to be on the bluff alongside El Monte, I have no issue but feel topographically that it may not be practical. If the pathway requested is for the back of the school property, adjacent to 24635 Voorhees, I have major concerns as it relates to the increased public access to the school and the overall safety of the students and teachers. Should this be the intent of the Pathway Committee I believe this proposal would warrant public review before requiring it as a condition of approval of the school’s project.

Thank You;
Jim Steinmetz
Los Altos Hills
ITEM 7A ATTACHMENT 6

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THE TOWN OF LOS ALTOS HILLS January 15, 2026
Staff Report to the City Council
SUBJECT: Unaddressed S. Alta Lane –File #CUP25-0006 – Lands of California Water Service Request for (1) Conditional Use Permit for upgrades to an existing water storage and booster pump station operated by Cal Water, and (2) Variance to the minimum 40-foot front and 30-foot side setbacks for the installation of new booster pumps and concrete foundations. The station is located at Assessor’s Parcel Number 175- 46-004 adjacent to 13070 S. Alta Lane.

CEQA Review: Categorical Exemption per Section 15301(b) FROM: Jay Bradford, Community Development Director
APPROVED: Cody Einfalt, Acting City Manager
RECOMMENDATION: That the City Council:

1. Adopt a resolution (Attachment 1) making a Categorical Exemption under CEQA pursuant to Section 15301(b) and approving the Conditional Use Permit and Variance, subject to the attached conditions of approval.

BACKGROUND
California Water Service (Cal Water) owns and operates the water storage and booster pump station on S. Alta Lane. According to Cal Water, the facility was constructed in the 1950s and has been in continuous use since that time. It provides potable water service to twelve nearby properties on Alta Tierra Road, N. Alta Lane, and S. Alta Lane. Unlike other conditional uses in the Town, the Cal Water site is not presently regulated by a Conditional Use Permit (CUP). Staff speculates that this may be due to the site’s establishment prior to incorporation or the absence of permitting requirements at the time of its installation.

While the facility has historically functioned as a public utility use, the applicant is now proposing improvements and site modifications that exceed the scope of routine maintenance.

These proposed changes trigger the requirement for a Conditional Use Permit and a Variance to encroach into required building setbacks. As with all Conditional Use Permits, the Planning Commission serves as a recommending body to the City Council.

On December 17, 2025, the Planning Commission reviewed the proposal at a noticed public hearing and voted 4-0, with one vacancy, to recommend approval to the City Council, subject to conditions of approval. This report provides an overview of the project and summary of the Planning Commission’s recommendations. A full analysis of the project is found in the staff report to the Planning Commission, dated December 17, 2025 (Attachment 6).

NOTICING/PUBLIC OUTREACH
The public was advised of this Public Hearing in the following ways:
• Mailing to property owners within 500-foot radius – January 5, 2026 ITEM 7B STAFF REPORT

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City Council Page 2
California Water Service
January 15, 2026
• Posted at the project site – January 5, 2026
• Public Posting Places – January 5, 2026
• Town Website: www.losaltoshills.ca.gov – January 8, 2026 To date, staff has not received public comment regarding the proposed project. Public comment received after publication of the staff report but before the January 15, 2026, City Council meeting will be forwarded to the Council.

Policy 1.3 Large non-residential structures shall be compatible with the residential character of the community.

Policy 2.6 Limits on the development of individual residential lots shall be determined based on evaluation of such factors as natural vegetation, topographic characteristics, soils and geology.

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City Council Page 3
California Water Service
January 15, 2026
The Planning Commission-recommended findings of approval are included in the Resolution (Exhibit A, Attachment 1).

PROJECT DESCRIPTION
The applicant is requesting a Conditional Use Permit and Variance to install new booster pumps and concrete foundations at an existing Cal Water-operated facility.

Site Data
Gross Lot Area: 0.048 acres
Net Lot Area: 0.048 acres
Average Slope: 3.4%
Lot Unit Factor: 0.048
Floor Area and Development Area
Area (sq. ft.) Maximum Existing Proposed Increase Remaining Development 725 607 477 (-130) 248
Floor 290 0 0 0 290
Height:

Height (ft) Maximum Proposed
On Vertical Plane 27’ No Change
Lowest to Highest 35’ No Change
Setbacks:

Distance* Minimum Proposed
Front 40’ ~16’-0”
Side (west) 30’ ~10’-0”
Side (east) 30’ ~15’-0”
Rear 30’ ~47’-0”
*Distances are measured from the proposed concrete foundations for the booster pumps.

DISCUSSION
Site Design and Architecture
The site currently contains a pressure tank, pump house, water tank, transformer, and other minor electrical equipment. Due to the size of equipment versus the size of the lot, all existing equipment does not meet the required building setbacks. The project proposes to remove the pressure tank and pump house and install two booster pumps. Each booster pump will sit atop a 12-square-foot concrete foundation and be enclosed within a 5-foot-tall acoustic shelter. The new booster pumps and above-grade piping will be located in the area of the removed pressure tank, avoiding the need to remove existing vegetation.

Staff does not anticipate any negative impacts to surrounding properties, as the new equipment is largely shielded from public view. Additionally, staff supports the variance request because the nonconforming lot area presents substantial physical constraints that limit the ability to comply with standard setbacks.

Town Committee Reviews

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City Council Page 4
California Water Service
January 15, 2026
Environmental Design and Protection Committee (EDPC)
The Committee reviewed the application and visited the property in December 2025. The EDPC’s letter (Attachment 5) includes comments on parking, noise, and landscape, all of which are addressed in the staff report to the Planning Commission, dated December 17, 2025 (Attachment 6).

PLANNING COMMISSION RECOMMENDATION
On December 17, 2025, the Planning Commission reviewed the proposal at a noticed public hearing and voted 4-0, with one vacancy, to recommend approval to the City Council, subject to conditions of approval. The Commission’s recommendation includes two additional conditions originally prepared by staff:
• Prior to final inspection, Cal Water shall measure the noise output of the transfer to ensure it does not need exceed the Town’s Noise Ordinance limitations of 40 dBA (nighttime) and 50 dBA (daytime) at the property line. The measurements are to be verified by Community Development Department staff prior to final signoff.
• As an ongoing condition of approval, the Planning Commission and City Council shall conduct a review of this Conditional Use Permit every 10 years to assure compliance with conditions and all conditions shall be subject to amendments and/or additional conditions to assure that the public health, safety and general welfare are protected and that the objectives of the General Plan and Zoning Ordinance are served, as deemed necessary by the Planning Commission and City Council.

ENVIRONMENTAL REVIEW
The proposed project is categorically exempt from the provisions of the California Environmental Quality Act (CEQA) pursuant to Section 15301(b), which allows for minor alterations to existing facilities of both investor and publicly-owned utilities used to provide a utility service. 2024-25 CITY COUNCIL WORK PLAN:

This is not part of the 2024-25 City Council Work Plan, as new Conditional Use Permit applications are reviewed through the Town’s standard entitlement process.

FISCAL IMPACT:

There is no fiscal impact to the Town associated with review of the Conditional Use Permit and Variance, as the Town required payment of a $6,080 application fee and a $6,000 deposit to cover staff time.

ATTACHMENTS

1. Resolution with Conditions of Approval

2. Applicant Response to Findings

3. Operations Plan and Station Information

4. Service Area Map

5. Environmental Design and Protection Committee Report, dated December 2025

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City Council Page 5
California Water Service
January 15, 2026

6. Staff report to the Planning Commission, dated December 17, 2025

7. Project Plans – Planning Commission only
Report prepared by: Jonathan Fox, Senior Planner

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Resolution CC _-26 Page 1
RESOLUTION CC _-26

RESOLUTION OF CITY COUNCIL OF THE TOWN OF LOS ALTOS HILLS MAKING

A CATEGORICAL EXEMPTION DETERMINATION UNDER CEQA AND

APPROVING A CONDITIONAL USE PERMIT AND VARIANCE FOR UPGRADES TO

AN EXISTING WATER STORAGE AND BOOSTER PUMP STATION OPERATED BY CALIFORNIA WATER SERVICE ON S. ALTA LANE AND IMPOSING CERTAIN

CONDITIONS OF APPROVAL
WHEREAS, on March 7, 2025, The Town of Los Altos Hills received an application for a Conditional Use Permit (CUP25-0006) from the property owner, California Water Service, for the construction of upgrades to existing facility at an unaddressed parcel on S. Alta Lane (APN 175-46-004) (“Project”); and;
WHEREAS, based on the record presented before it, the project is exempt from the provisions of the California Environmental Quality Act (CEQA) pursuant to Section 15301(b) as the project scope involves minor alterations to existing facilities providing a public utility service; and WHEREAS, the project application was processed in accordance with the applicable provisions of the California Government Code and the Los Altos Hills Municipal Code; and WHEREAS, the project application was originally scheduled for a duly noticed public hearing on December 4, 2025, and the hearing was continued without discussion to the Planning Commission meeting on December 17, 2025;
WHEREAS, the Planning Commission held a duly noticed public hearing on the project on December 17, 2025, and considered all evidence, testimony, written documentation, and public comments and voted 4-0 (one vacancy) to forward a recommendation of approval to the City Council; and WHEREAS, the City Council held a duly noticed public hearing on the project on January 15, 2026, and considered the Planning Commission’s recommendation, and independently evaluated all evidence, testimony, written documentation, and public comments; and NOW, THEREFORE, based on the entirety of the record before it, the City Council of the Town of Los Altos Hills hereby finds that the Project is exempt from CEQA pursuant to CEQA Guidelines Section 15301(b); and approves the Conditional Use Permit and Variance subject to the findings contained in Exhibit “A” and conditions contained in Exhibit “B” and incorporated herein by reference.

The above and foregoing Resolution was passed and adopted by the City Council of the Town of Los Altos Hills at a regular meeting held on the 15th day of January 2026 by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

By: ___________________________________
ITEM 7B ATTACHMENT 1

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Resolution CC _-26 Page 2
Rajiv Bhateja, Mayor
ATTEST:
______________________________________________
Arika Miller, City Clerk

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Resolution CC _-26 Page 3
EXHIBIT “A”

CONDITIONAL USE PERMIT FINDINGS OF APPROVAL
With regard to the Conditional Use Permit the City Council finds that:
(1) The proposed use of facility is properly located in relation to the community as a whole, land uses, and transportation and service facilities in the vicinity; California Water Service (Cal Water) operates an existing water storage and booster pump station at an unaddressed parcel on S. Alta Lane. The use is properly located because it provides potable water to twelve nearby residentially developed properties on Alta Tierra Road, N. Alta Lane, and S. Alta Lane.
(2) The site for the proposed use is adequate in size and shape to accommodate the proposed use and all yards, open spaces, walls and fences, parking, loading, landscaping, and such other features as may be required by this chapter or, will be needed to assure that the proposed use will be reasonably compatible with land uses normally permitted in the surrounding area; The 0.048-acre site is nonconforming in size but has been adequate for the proposed public utility use needed to provide potable water to twelve nearby properties. The site has been in continuous use since its establishment in the 1950s. The proposed project does not represent an intensity of the use. Furthermore, the number of connections is not increasing. (3) The site for the proposed use will be served by streets and highways of adequate width and pavement to carry the quantity and kind of traffic generated by the proposed use; and There will be no additional traffic related issues with the new construction because the number of trips to the project site is not increasing. Cal Water anticipates operations personnel will visit the site daily for a period of 20-30 minutes.
(4) The proposed use will not adversely affect the abutting property or the permitted use thereof.

The proposed development will not adversely affect the adjacent properties or uses as the project seeks to replace existing equipment but maintain the current operational characteristics. Furthermore, significant vegetation along the property perimeter will be retained to reduce potential for noise and view impacts.

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Resolution CC _-26 Page 4

VARIANCE FINDINGS OF APPROVAL
With regard to the Variance the City Council finds that:
(1) Because of exceptional or extraordinary circumstances applicable to the subject property, including size, shape, topography, location, or surroundings, the strict application of the ordinance is found to deprive the property of privileges enjoyed by other properties in the vicinity and under identical zoning classifications:

The City Council finds that the strict application of the municipal code would deprive the property owner of the ability to provide an essential public utility to twelve near properties. Due to substantial undersized parcel, the location of any new equipment would require a variance. (2) That upon granting of the Variance, the intent and purpose of the ordinance will still be served, and the recipient of the Variance will not be granted special privileges not enjoyed by other surrounding property owners:

Variances to setbacks are expressly allowed per the Municipal Code for exceptional or extraordinary circumstances. The substantially undersized parcel (0.048 acres) presents a unique circumstance to which a variance to setbacks is warranted. (3) That granting the Variance will not be materially detrimental to the public welfare or injurious to the property, improvements or uses within the immediate vicinity and within the same zoning district;
The City Council finds this Variance is granted specifically for a booster pump, which is an essential component of the public utility and service use at the site. The two 12-square foot booster pumps will not be detrimental to the public welfare or injurious to the property, improvement or uses within the immediate vicinity and within the Residential-Agricultural Zoning District. Additionally, existing landscaping and the proposed acoustic shelter will further mitigate potential impacts to adjacent properties.
(4) That the Variance will not allow a use or activity which is not expressly authorized by the Zoning Ordinance:

Grant of a Variance to setbacks for the installation of a booster pump and concrete foundation enables the provision of potable water to nearby residents, where the Zoning Ordinance expressly authorizes public utility and services uses as a conditional use.

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Resolution CC _-26 Page 5

EXHIBIT B

CONDITIONS OF APPROVAL
California Water Service – APN 175-46-004 – File# CUP25-0006 PLANNING:

1. No other modifications to the approved plans submitted on November 4, 2025, are allowed except as otherwise first reviewed and approved by the Community Development Director or the Planning Commission, depending on the scope of the changes.

2. All conditions of approval shall be printed on plans submitted for building permit plan check.

3. As an ongoing condition of approval, the Planning Commission and City Council shall conduct a review of this Conditional Use Permit every 10 years to assure compliance with conditions and all conditions shall be subject to amendments and/or additional conditions to assure that the public health, safety and general welfare are protected and that the objectives of the General Plan and Zoning Ordinance are served, as deemed necessary by the Planning Commission and City Council.

4. The project is subject to the Town’s Construction Time Limit Ordinance (Chapter 10, Title VIII of the Municipal Code). The maximum time for completion of the project shall be set by said policy and run from date of Building Permit issuance. Any extensions to the time for completion shall be subject to said policy. Failure to complete the project in the allotted time with approved extensions may result in substantial penalties and fees per the policy.

5. Prior to final inspection, Cal Water shall measure the noise output of the transfer to ensure it does not need exceed the Town’s Noise Ordinance limitations of 40 dBA (nighttime) and 50 dBA (daytime) at the property line. The measurements are to be verified by Community Development Department staff prior to final signoff.

ENGINEERING DEPARTMENT

6. Any, and all, changes to the approved Grading and Drainage plan shall first be approved by the Town Engineering Department. No grading shall take place during the grading moratorium (October 1st to April 30th) except with prior approval from the City Engineer. No grading shall take place within ten feet of any property line.

7. An encroachment permit shall be obtained from the Public Works Department for all work proposed in the public right-of-way. No work within the public right-of-way shall commence without an encroachment permit.

Project approval may be appealed if done so in writing within 21 days of the date of the approval.

Please refer to the Conditions of Project Approval set forth herein. If you believe that these Conditions impose any fees, dedications, reservation or other exactions under the California Government Code Section

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Resolution CC _-26 Page 6
66000, you are hereby notified that these Conditions constitute written notice of a statement of the amount of such fees, and/or a description of the dedications, reservations, and other exactions. You are hereby further notified that the 90-day approval period in which you may protest such fees, dedications, reservations, and other exactions, pursuant to Government Code Section 66020(a), has begun. If you fail to file a protest within this 90-day period complying with all of the requirements of Section 66020, you will be legally barred from later challenging such exactions.

NOTE: The Conditional Use Permit and Variance are valid for one year from the approval date. All required building permits must be obtained within that year and work on items not requiring a building permit shall be commenced within one year and completed within two years.

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Page | 4 2022-04-14
VARIANCE FINDINGS LAHMC SECTION 10-1.1007(2)
The findings for a Variance are as follows:

1. Because of exceptional or extraordinary circumstances applicable to the subject property, including size, shape, topography, location, or surroundings, the strict application of the ordinance is found to deprive the property of privileges enjoyed by other properties in the vicinity and under identical zoning classifications:

2. That upon granting of the Variance, the intent and purpose of the ordinance will still be served, and the recipient of the Variance will not be granted special privileges not enjoyed by other surrounding property owners:

3. That granting the Variance will not be materially detrimental to the public welfare or injurious to the property, improvements or uses within the immediate vicinity and within the same zoning district:

ITEM 7B ATTACHMENT 2

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Page | 5 2022-04-14

4. That the Variance will not allow a use or activity which is not expressly authorized by the Zoning Ordinance:

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LAS 118 Operations Plan and Station Information
Facility History: LAS 118 was constructed in the 1950s; the exact date is unknown. The facility is a water storage and pump booster station facility that provides potable water service to customers in the immediate vicinity.

Use of Facility: Potable water storage and booster pump facility.

Service Area: Service area includes South Alta Lane and North Alta Lane, per image below.

Parking Plan: The facility does not include permanent parking and there are no plans for any new permanent parking.

Frequency of Equipment Maintenance: As needed.

ITEM 7B ATTACHMENT 3

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Proposed Easements: See “LAS 118 Proposed Easements and Exhibits _ Pending Agreement”.

Note: The existing valves and meter boxes, AC pipe, that cross the site and property lines are part of the station’s piping infrastructure, station inlet and outlet lines, and means of water flow and distribution to our customers’ homes. The reference to the concrete drainage channel is a call out error. It is a stairway entrance to the site, which is outside of our property and is the subject of a proposed easement. The call out is rectified in the updated plans.

Operations Plan:
• Booster Operation: The proposed station rebuild project includes two new booster pumps, one sized for winter demand while the other pump will be sized for summer demand. Whether in winter or summer demand, the station will operate automatically based on customer demand. Further, the pumps will be equipped with a variable frequency drive which allows the pumps to adjust to system demand based on customer needs.
• Remote Station Operation: With the station rebuild, District Operations will have means of observation of the station’s operation via SCADA (Supervisory Control and Data Acquisition)
• Inspections: Operations personnel will visit the station daily (under normal circumstances). These daily inspections are brief, typically no more than about 20- 30 minutes.
• Housekeeping: Operations personnel will inspect the station for proper operation and housekeeping as needed.
• Landscaping: Landscaping of the site has been as needed and will continue as required.
• Parking: There is no dedicated parking on site. Operations personnel temporarily park off the side of the narrow road, without blocking traffic, and are required to place safety cones around their vehicles.

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LAS 118 Service Area

DEPARTMENT
REVISIONS:

ENGINEERING
PLAT SHEET:

SCALE:

DRAWN BY:

FORM APPROVED BY:

CHECKED BY: DATE:

APPROVED BY: DATE:

DATE: INIT.

DISTRIBUTION
MAP
PLAT
MAP
SYSTEM

SCHEMATIC

STATION

SCHEMATIC
ZONE
MAP
VALVE
RECORD
TITLE:

DISTRICT:

DATE:

PROJECT NO.:

DRAWING NO.:

SHT OF
0 0.06
mi
§
1 " = 188 '
ITEM 7B ATTACHMENT 4 Page 632 of 678
ENVIRONMENTAL DESIGN and PROTECTION COMMITTEE
Application For: Modifications to Existing Cal Water Pump Station Applicant Name: California Water Service
Site Address: unaddressed S. Alta Lane
Reviewed By: Grace, Carol
Field Trip Date: October 24, 2025
Planner: Jonathan Fox
Due Date: November 7, 2025
File Number: CUP25-0006
● Current station equipment emits noticeable noise
● Is parking adequate for water station work trucks?
● Plant screening seems adequate
Left: not-in-service 30k gallon redwood tank
Right: pressure tank to be removed
ITEM 7B ATTACHMENT 5

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SITE IMPACT & MITIGATION (Views, Neighborhood home locations, privacy, noise, slopes) This site is off of Alta Tierra Rd and is depicted above. New pumps, their shelters and foundations are to be put in place of the current pressure tank and its foundation. The existing pumping equipment and its foundation are to be removed.

Currently, the equipment produces some amount of noise. The new equipment should be assessed with respect to the town noise ordinance: Municipal code chapter 5-2 NOISE
There is fulsome vegetation surrounding and screening the site.

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ENVIRONMENT (Pathways, Open Space, Riparian Habitat, Heritage Trees, other mature trees) n/a
WILDFIRE SAFETY (Defensible Space, Zones, Tree Spacing, Ladder Fuels, Mulch) Plants should be maintained with dead material (branches, peeling bark) removed.

Refer to the Fire Safe Council's recommendations for defensible space and planting comments:
https://cafiresafecouncil.org/resources/fire-safety-information-for-residents/

TREE REMOVAL & REPLACEMENT
n/a
PLANTING COMMENTS (Plant selection) n/a
WATER BUDGET (Calculations Sheet Included?) n/a
HARDSCAPE (what is MDA allowed??)
Equipment will have a smaller footprint with soil surface restored to existing grade.

LIVING AREA (MFA allowed = 5150sf)
n/a
FENCE/GATES (Style, Height)
n/a
OUTDOOR LIGHTING (Home entry point lights, Pathway lights, Up/Down lights, String lights)

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Los Altos Hills implements a dark sky lighting policy, meaning that outdoor lights must minimize glare while reducing light trespass and skyglow.1 See full UPDATED POLICIES, March 2022, Outdoor-Lighting-Policy-PDF (ca.gov) 1 Find Dark Sky Friendly Lighting – DarkSky International

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THE TOWN OF LOS ALTOS HILLS December 17, 2025
Staff Report to the Planning Commission
SUBJECT: Unaddressed S. Alta Lane –File #CUP25-0006 – Lands of California Water Service Request for (1) Conditional Use Permit for upgrades to an existing water storage and booster pump station operated by Cal Water, and (2) Variance to the minimum 40-foot front and 30-foot side setbacks for the installation of new booster pumps and concrete foundations. The station is located at Assessor’s Parcel Number 175- 46-004 adjacent to 13070 S. Alta Lane.

CEQA Review: Categorical Exemption per Section 15301(b) FROM: Jonathan Fox, Senior Planner
APPROVED: Jay Bradford, Community Development Director
RECOMMENDATION: That the Planning Commission takes one of the following actions:

1. Adopt a resolution (Attachment 1) to forward a recommendation to the City Council to make a Categorical Exemption under CEQA, and approve the Conditional Use Permit and Variance, subject to the attached conditions of approval.

2. Direct the applicant to make specific design changes to be reviewed at a date certain.

BACKGROUND
California Water Service (Cal Water) owns and operates the water storage and booster pump station facility on S. Alta Lane. According to Cal Water, the facility was constructed in the 1950s and has been in continuous use since that time. It provides potable water service to twelve nearby properties on Alta Tierra Road, N. Alta Lane, and S. Alta Lane. Unlike other conditional uses in the Town, the Cal Water site is not presently regulated by a Conditional Use Permit (CUP). Staff speculates that this may be due to the site’s establishment prior to incorporation or to the absence of permitting requirements at the time of its installation.

While the facility has historically functioned as a public utility use, the applicant is now proposing improvements and site modifications that exceed the scope of routine maintenance.

These proposed changes trigger the requirement for a Conditional Use Permit and Variance to encroach into required building setbacks. Accordingly, the project is before the Planning Commission for consideration of a recommendation to the City Council.

The facility is on a nonconforming 2,091-square-foot lot (0.048 acres). The origin of this substantially undersized parcel is unknown to staff. The property has direct frontage on S. Alta Lane, a private roadway, and is otherwise surrounded by the adjoining parcel property at 13070 S. Alta Lane. The property slopes downward from south to north, ranging from approximately 469 feet in elevation at the southern end to 458 at the northern end. The adjacent roadway is at an elevation of approximately 456 feet.

ITEM 7B ATTACHMENT 6

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Planning Commission Page 2
California Water Service
December 17, 2025
Figure 1. Context Map Source: Town GIS
Section 10-1.703(h) of the Town’s Zoning Code permits the location of public utility and service uses in the R-A (Residential-Agricultural) zone only as a conditional use. Section 10-1.1007(a) of the Code outlines four findings which must be made by the Planning Commission and City Council in order to approve a conditional use permit. Staff responses to the required findings are found in the Resolution, Exhibit “A”.

NOTICING/PUBLIC OUTREACH
The public was advised of this Public Hearing in the following ways:
• Mailing to property owners within 500-foot radius – November 21, 2025 • Posted at the project site – November 21, 2025
• Public Posting Places – November 21, 2025
• Town Website: www.losaltoshills.ca.gov – November 26, 2025 This project was originally scheduled for the December 4, 2025 Planning Commission meeting but was continued without discussion to the December 17, 2025 meeting. To date, staff has not received public comment regarding the proposed project. Public comment received after publication of the staff report but before the December 17, 2025, Planning Commission will be forwarded to the Commission.

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Planning Commission Page 3
California Water Service
December 17, 2025
Policy 1.3 Large non-residential structures shall be compatible with the residential character of the community.

Policy 2.6 Limits on the development of individual residential lots shall be determined based on evaluation of such factors as natural vegetation, topographic characteristics, soils and geology.

Staff responses to the required findings of approval are found in the Draft Resolution, Exhibit A.

PROJECT DESCRIPTION
The applicant is requesting a Conditional Use Permit and Variance to install new booster pumps and concrete foundations at an existing Cal Water-operated facility.

Site Data
Gross Lot Area: 0.048 acres
Net Lot Area: 0.048 acres
Average Slope: 3.4%
Lot Unit Factor: 0.048
Floor Area and Development Area
Area (sq. ft.) Maximum Existing Proposed Increase Remaining

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Planning Commission Page 4
California Water Service
December 17, 2025
Development 725 607 477 (-130) 248
Floor 290 0 0 0 290
Height:

Height (ft) Maximum Proposed
On Vertical Plane 27’ No Change
Lowest to Highest 35’ No Change
Setbacks:

DISCUSSION
Site Design and Architecture
The site currently contains a pressure tank, pump house, water tank, transformer, and other minor electrical equipment. Due to the severely undersized lot, all existing equipment does not meet the required building setbacks. The project proposes to remove the pressure tank and pump house and install two booster pumps. Each booster pump will sit atop a 12-square-foot concrete foundation and be enclosed within a 5-foot-tall acoustic shelter. The new booster pumps and above-grade piping will be located in the area of the removed pressure tank, avoiding the need to remove existing vegetation.

Grading and Drainage
Only minimal grading is required, as the new construction is situated within the existing developed portion of the site. The Engineering Department has reviewed the proposed plans and has no comments.

The project does not require any exceptions to the Grading Policy.

Trees and Landscaping
The project site is presently screened by existing on- and off-site vegetation. No vegetation removal is required as the booster pumps will replace the pressure tank. As such, staff is not recommending additional landscaping be required.

Off-Street Parking

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Planning Commission Page 5
California Water Service
December 17, 2025
The project site does not contain parking for Cal Water personnel, nor is any parking proposed.

Cal Water states that operations personnel will continue to park off to the side of S. Alta Lane and place safety cones around their vehicles. Inspections are expected daily and typically do not exceed 20-30 minutes. Staff finds that the provision of onsite parking on this substantially constrained site would eliminate the vegetative screening along S. Alta Lane.

Noise
The Town’s Noise Ordinance (Municipal Code Title V, Chapter 2 - Noise) limits fixed noise sources to 50 dBA during daytime hours and 40 dBA during nighttime hours, measured at the property line. According to Cal Water, the manufacturer specifications for the booster pumps/motors indicate a noise output of 47-52 dBA at a 5-foot distance. Noise typically attenuates by 6 dBA for every doubling of distance from the noise source. At a proposed 10-foot setback, the booster pumps are expected to generate approximately 41-46 dBA. Cal Water states that the acoustic shelter will further reduce noise levels to meet the more restrictive 40 dBA nighttime limit. Based on the provided specifications and the inclusion of an acoustic shelter, staff finds that the project will comply with the Town’s Noise Ordinance.

Lighting
The project does not propose any new site lighting.

Town Committee Reviews
Environmental Design and Protection Committee (EDPC)
The Committee reviewed the application and visited the property in December 2025. The EDPC’s letter includes comments on parking, noise, and landscape, all of which are addressed in earlier sections of this staff report.

ATTACHMENTS

1. Resolution with Conditions of Approval

2. Applicant Response to Findings

3. Operations Plan and Station Information

4. Service Area Map

5. Environmental Design and Protection Committee Report, dated December 2025

6. Project Plans – Planning Commission only

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ITEM 8A
Town Standing Committees 2025 Council Liaison 2026 Proposed Emergency Preparedness and Response (1st Tuesday/month – 6:00 PM) Bhateja Bhateja Environmental Design & Protection (2nd Tuesday/month – 5:45 PM) Tankha Tankha Environmental Initiatives (2nd Thursday/month – 6:30 PM) Tyson Tyson Finance/Investment (1st Monday/month – 4:00 PM) Tankha/Bhateja Bhateja/Tyson History (3rd Tuesday/month – 3:30 PM) Swan Swan
LAH Emergency Council (Ordinance 550 states 3): Mayor, or as an alternate, Vice Mayor Tankha/Bhateja Bhateja/Tyson LA/LAH Jt. Comm. Vol. Service Awards (As Needed) Mok Mok LA/LAH Library Commission Swan Swan
LA/LAH Senior Commission (1st Monday/month – 3:30 PM) Tyson Open Space (2nd Wednesday/month – 9:30 AM) Mok Mok
Parks, Recreation, & Community Events (4th Monday/month – 6:00 PM) Mok Mok Pathways (4th Monday/month – 7:00 PM) Swan Swan
Technology Committee (2nd Wednesday/month – 5:00 PM)) Bhateja Bhateja Public Art (2nd Monday/month – 5:00 PM) ON HIATUS Mok Mok Outside Agencies 2025 Council Liaison 2026 Proposed
Association of Bay Area Governments (ABAG) (3rd Thursday/month every other month) Mok Bhateja CHAC JPA (4th Wednesday/month – 4:30 PM; no July & December meetings) Tyson Tyson Joint Powers Authority Board (Library) Mok Mok
Los Altos Hills County Fire District (3rd Tuesday/month – 7:00 PM) Tankha/Tyson Tankha/Tyson North County Library Authority (no fixed schedule – 4x/year) Mok Swan Santa Clara County Cities Assn. Board (2nd Thursday/month – 7:00 PM, no July meeting) Tankha Tankha SCVWD Water Commission (4th Wednesday/month every quarter – 12:00 PM) Bhateja Bhateja Silicon Valley Clean Energy Authority (2nd Wednesday/month – 6:00 PM) Tyson/Swan Tyson/Swan Valley Transportation Authority (VTA) Board (Group 2) (1st Thursday/month – 5:30 PM) Tyson Tyson VTA Policy Advisory Group (2nd Thursday/month – 4:00 PM; alternate is okay) Tyson/Swan VTA Bicycle & Pedestrian Advisory Committee (BPAC) (2nd Wednesday/month – 6:30 PM)

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ITEM 8B
TOWN OF LOS ALTOS HILLS January 15, 2026
Staff Report to the City Council
___________________________________________________________________________ SUBJECT: RESOLUTION APPROVING AN ELIGIBLE PROJECT OPTION FOR THE

SILICON VALLEY CLEAN ENERGY GRANT APPLICATION AND

AUTHORIZING THE CITY MANAGER TO EXECUTE THE GRANT

AGREEMENT
FROM: WooJae Kim, Public Works Director
APPROVED: Cody Einfalt, Acting City Manager
____________________________________________________________________________ RECOMMENDATION: That the City Council approve a resolution (Attachment 1) to:

1. Approve an eligible project option for the Silicon Valley Clean Energy Grant application; and

2. Authorize the City Manager to execute the grant agreement with Silicon Valley Clean Energy.

BACKGROUND:

Silicon Valley Clean Energy (SVCE) is a nonprofit public agency that provides communities with electricity from renewable and carbon-free sources at competitive rates. Formed in 2016 as a Joint Powers Authority in Santa Clara County, SVCE supplies clean electricity to approximately 96 percent of residents and businesses across its thirteen Silicon Valley member agencies, including Los Altos Hills. SVCE’s goals include addressing climate change at the local level, accelerating the transition to renewable energy statewide, and reinvesting in the community through customer programs and services, as well as grants, scholarships, and sponsorships.

DISCUSSION:

In September 2025, SVCE reached out to the Town regarding its Noncompetitive Member Agency Grant Program, which will distribute $3.5 million of excess revenues among its thirteen member agencies. Under this program, each member agency will receive funding to invest in projects that support building or transportation electrification and energy resilience at municipal or community facilities. Eligible projects may also include community engagement and education efforts related to electrification and climate change, although such components are not required. Examples of eligible projects include, but are not limited to, the following:
• Fleet Electrification (e.g., convert to electric fleet vehicles, install level 2 chargers or direct current fast chargers, install bidirectional electric vehicle charger, and purchase compatible bidirectional fleet electric vehicles)
• Facility Electrification (e.g., replace space/water/pool gas heating with heat pumps and kitchen electrification)

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Staff Report to City Council Page 2
Approving a Project Option for SVCE Grant Application
January 15, 2025
• Facility & Fleet Resilience (e.g., solar plus battery storage, battery added to existing solar, and off-grid electric vehicle chargers)
• Decarb Demonstration (any of the above examples combined with an optional community engagement and educational component)
• Innovative Community Engagement (e.g., community needs assessment, resilience hub tours, electric home tours, induction cooktop campaigns, and rebates or incentives for electric appliances)
The deadline to submit the SVCE Grant application is February 13, 2026. If an application identifying at least one eligible project is not submitted by this deadline, the Town may forfeit the available grant funding. For one or more eligible projects, the Town may receive up to $155,736 in funding, as shown in the table below:

SVCE Grant funds will be disbursed on a reimbursement basis upon completion of the approved project. Funding for capital projects must be expended by December 31, 2028, while funding for community engagement projects must be expended by December 31, 2027. For each project approved under the SVCE Grant program, the Town is required to execute an agreement to facilitate the disbursement of funds. The SVCE agreement template is included as Attachment 2.

On October 23, 2025, staff attended the Environmental Initiatives Committee (EIC) meeting to discuss potential eligible projects for the SVCE Grant. The following eligible projects were reviewed and discussed:
• Corporation Yard
o Purchasing EV light-duty trucks
o Installation of EV charging stations
o Battery back-up system – including a vehicle-to-grid system • Purissima Park – installing EV chargers
• Town Hall – Electrification of Town Hall and Council Chambers HVAC

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Staff Report to City Council Page 3
Approving a Project Option for SVCE Grant Application
January 15, 2025
• Community Outreach - mailers, online marketing, brochures, economic support for hosting listening sessions regarding electrification.

Following the EIC meeting, staff discussed the potential project options with the SVCE team.

SVCE advised that the Town should submit one project, or no more than two projects, with the grant application, each supported by a defined budget and implementation timeline. SVCE further noted that selecting a single project would help streamline the process, particularly because a separate agreement is required for each approved project.

Based on SVCE’s guidance, staff identified two priority project options that meet the program criteria and for which staff have a sufficient understanding of the proposed budgets and timelines.

To streamline the grant process, staff recommend that the City Council consider selecting one option for submission with the SVCE Grant application, thereby requiring execution of only one grant agreement with SVCE.

Option 1: Purchase of two electric light-duty trucks
In the FY 2025-2026 Adopted Operating and Capital Budget, the Vehicle and Equipment Replacement Capital Improvement Project (CIP) was approved, providing an annual budget allocation of $100,000 over the next five years to electrify the Town fleet and replace aging vehicles and equipment in accordance with the Town’s Vehicle and Equipment Replacement Policy (Attachment 3). The Vehicle and Equipment Reserve serves as the funding source for this CIP.

Under the original CIP plan, the 2003 Dodge Dakota was scheduled to be replaced with an electric vehicle (EV) in FY25/26. However, due to a more immediate need to replace the chipper equipment, staff will recommend prioritizing the chipper replacement in FY25/26 using the CIP budget.

As a result, staff recommend applying the SVCE Grant funding toward the purchase of one electric light-duty truck in FY25/26 for an estimated cost of $80,000, and a second electric truck in FY26/27. This approach would allow the Town to replace a combustible-engine vehicle with a zero-emission vehicle (ZEV) in FY25/26 while continuing progress toward the green fleet goals outlined in the Town’s Climate Action Plan.

The Town currently has six Level 2 (240-volt) EV chargers at Town Hall and one Level 2 charger at Purissima Park. In addition, staff is working with SVCE and its consultants for the design of new Level 2 and Level 3 (DC Fast Charging) EV chargers at the Corporation Yard, with design completion anticipated by spring 2026. In the interim, the Town has sufficient EV charging capacity to support one or two additional EVs for the fleet.

SVCE Grant funds must be expended by December 2028, providing adequate time to evaluate vehicle options and select ZEVs that best meet the needs of the Town maintenance operations.

Utilizing grant funding for vehicle purchases would also result in savings for the Vehicle and Equipment Reserve.

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Staff Report to City Council Page 4
Approving a Project Option for SVCE Grant Application
January 15, 2025
Cost Timeline
$160,000 • Procurement of first EV truck by Q2 of 2026
• Procurement of second EV truck by Q2 of 2027
Option 2: Town Hall and Council Chambers HVAC Electrification Upgrade Town Hall and Council Chambers were constructed in 2005, and the existing HVAC systems are largely original to the buildings. Both facilities currently have gas furnace heating systems, which the Town has identified for future replacement with heat pump systems. Such upgrades would be eligible for SVCE grant funding.

The FY 2025-2026 Adopted Operating and Capital Budget includes a new CIP for Town Facilities Energy Efficiency, which will evaluate the Town-operated buildings and recommend energysaving measures. As part of this CIP, the HVAC systems serving Town Hall and Council Chambers will be comprehensively assessed for energy efficiency. Consequently, the timing of any HVAC upgrades may depend on the results of the energy audits and the evaluation of the facilities.

If directed by Council, staff can begin reaching out to HVAC mechanical consultants to start the design of the Town Hall and Council Chambers HVAC electrification upgrade separately from the Town Facilities Energy Efficiency CIP. There would be costs for a mechanical designer to prepare plans and specifications for formal bid. The cost to upgrade both facilities with heat pump systems will exceed the SVCE Grant funding of $155,736. The projected cost is between $300,000 and $350,000. The balance would need to be funded from the Facility Replacement Reserve or CIP/General Fund as approved by Council.

The Town Hall and Council Chambers HVAC electrification upgrade represents another eligible project option for SVCE Grant funding consideration. Staff could propose a new CIP as part of the FY2026-2027 budget process and initiate the project in the third quarter of 2026, with the potential to complete construction by the end of 2027.

Cost Timeline
$300,000 to $350,000 • Retain HVAC Mechanical consultant by Q4 of 2026 • Finalize plans & specifications by Q1 2027
• Bid and award by Q2 2027
• Complete construction by Q4 2027
ENVIRONMENTAL REVIEW:

Purchase of equipment being considered does not constitute a "project" within the meaning of the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines section 15378(b).

Interior and exterior alterations to the existing building are categorically exempt (Class 1) per Article 19 Section 15301(a) Existing Facilities of CEQA guidelines.

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Staff Report to City Council Page 5
Approving a Project Option for SVCE Grant Application
January 15, 2025
2024-25 CITY COUNCIL WORK PLAN:

This action is not specifically identified on the 2024-25 City Council Work Plan; however, it would either support the Vehicle and Equipment Replacement and Energy Efficiency priorities under “Protect and Maintain Infrastructure”.

FISCAL IMPACT:

Option 1: Purchase of two electric light-duty trucks
There is no fiscal impact if this option is selected since SVCE Grant funds would supplement and provide savings for the Vehicle and Equipment Replacement Reserve.

Option 2: Town Hall and Council Chambers HVAC Upgrade
Under this option, the SVCE Grant would fund $155,736 of the total estimated project cost of $300,000 to $350,000. The remaining project cost would need to be funded through Facilities Replacement Reserve or CIP/General Fund.

ATTACHMENTS:

1. Resolution for the SVCE Grant Application

2. SVCE Agreement Template

3. Vehicle and Equipment Replacement Policy
Prepared by: Melissa Elian, Associate Engineer

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ITEM 8B Attachment 1
RESOLUTION XX-26 1 | P a g e
RESOLUTION XX-26

A RESOLUTION OF THE CITY COUNCIL OF THE TOWN OF LOS ALTOS HILLS

APPROVING AN ELIGIBLE PROJECT OPTION FOR THE SILICON VALLEY CLEAN

ENERGY GRANT APPLICATION AND AUTHORIZING THE CITY MANAGER TO

EXECUTE THE GRANT AGREEMENT
WHEREAS, Silicon Valley Clean Energy (SVCE) is a nonprofit public agency that provides communities with electricity from renewable and carbon-free sources at competitive rates; and WHEREAS, SVCE Noncompetitive Member Agency Grant Program is available, which will distribute $3.5 million of excess revenues among its thirteen member agencies for projects that support building or transportation electrification and energy resilience at municipal or community facilities, and for community engagement and education efforts related to electrification and climate change; and WHEREAS, for one or more eligible projects, the Town may receive up to $155,736 in funding, and the deadline to submit the SVCE Grant application is February 13, 2026; and WHEREAS, if an application identifying at least one eligible project is not submitted by this deadline, the Town may forfeit the available grant funding; and
WHEREAS, on October 23, 2025, staff discussed various eligible projects with the Environmental Initiatives Committee, including purchase of electric vehicles to replace existing combustible engineer trucks, installation of electric vehicle chargers at Corporation Yard and Purissima Park, Town Hall and Council Chambers HVAC electrification, and community outreach programs; and WHEREAS, staff also discussed the potential project options with the SVCE team, who advised that the Town should submit one project, or no more than two projects, with the grant application, particularly because a separate agreement is required for each approved project; and WHEREAS, based on SVCE’s guidance, staff identified two priority project options (Option 1:
purchase of two electric light-duty trucks and Option 2: Town Hall and Council Chambers HVAC Upgrade) that meet the program criteria and for which staff have a sufficient understanding of the proposed budgets and timelines; and
WHEREAS, to streamline the grant process, staff recommend that the City Council consider selecting one option for submission with the SVCE Grant application, thereby requiring execution of only one grant agreement with SVCE; and
WHEREAS, the purchase of two electric light-duty trucks, anticipated to cost around $160,000, would largely be covered by the SVCE Grant funds, and any balance would be covered by the Vehicle and Equipment Replacement Reserve; and
WHEREAS, the Town Hall and Council Chambers HVAC electrification upgrade is estimated to cost between $300,000 and $350,000, any additional cost beyond the SVCE Grant amount of $155,736 would need to be funded through Facilities Replacement Reserve or CIP/General Fund.

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ITEM 8B Attachment 1
RESOLUTION XX-26 2 | P a g e
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the Town of Los Altos Hills that:

1. The purchase of two electric light-duty trucks (Option 1) is approved as an eligible project option for the Silicon Valley Clean Energy Noncompetitive Member Agency Grant application; and
OR
The Town Hall and Council Chambers HVAC electrification upgrade (Option 2) is approved as an eligible project option for the Silicon Valley Clean Energy Noncompetitive Member Agency Grant application; and

2. The City Manager is authorized to execute the grant agreement with Silicon Valley Clean Energy.

The above and foregoing resolution was passed and adopted by the City Council of the Town of Los Altos Hills at a regular meeting held on the 15th day of January 2026 by the following vote:

AYES: BHATEJA, TYSON, MOK, SWAN, TANKHA
NOES: NONE
ABSTAIN: NONE
ABSENT: NONE
BY:

ATTEST: Rajiv Bhateja, Mayor
Arika Birdsong-Miller, City Clerk

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SILICON VALLEY CLEAN ENERGY MEMBER AGENCY GRANT PROGRAM

AGREEMENT
THIS AGREEMENT is made and effective on the date of last signature below (“Effective Date”) by and between the Silicon Valley Clean Energy Authority (“SVCE”), an independent public agency and (Entity Legal Name) (“Recipient”) In consideration of the covenants, conditions and undertakings set forth herein, the parties agree as follows:”

1. RECITALS. This Agreement is made with respect to the following facts and purposes which each of the parties acknowledge and agree are true and correct:

A. SVCE’s Member Agency Non-Competitive grant program (“Program”) will provide $3M in grants to member jurisdictions to plan and develop decarbonization demonstration, energy resilience, and engagement projects.

B. Recipient submitted an application for Program funding, attached hereto and incorporated herein as Exhibit A, for a decarbonization demonstration, energy resilience, and engagement projects (“Project”). The scope and estimated budget for the Project are included in Exhibit A.

C. SVCE finds that the use of Grant Funds described herein furthers a public purpose and meets the goals and objectives established for the Program, and desires to award Recipient a one-time grant pursuant to the terms of this Agreement.

2. GRANT. SVCE hereby agrees to provide funding to Recipient in an amount not to exceed [Grant Amount], subject to the provisions of this Agreement (“Grant Funds”). Such Grant Funds shall be disbursed to Recipient on a reimbursement basis. It is agreed and understood that the Grant Amount is a ceiling and that SVCE will only reimburse the allowable cost of services actually rendered as authorized by SVCE at or below the Grant Amount established herein.

3. REIMBURSEMENT OF GRANT FUNDS. Grant Funds shall be reimbursed pursuant to the following process:

A. SVCE shall reimburse Recipient for its actual and reasonable costs of constructing the Project up to the agreed upon Grant Funds.

B. Requests for payment submitted to SVCE shall include: 1) a cover letter in the agency’s letterhead summarizing the project and requested dollar amount for reimbursement 2) an itemized list of all expenditures; and 3) supporting documentation that clearly identifies the expenditure(s) in relation to the scope of the Project set forth in Exhibit A of this Agreement.

Payment requests should be aggregated and submitted after Project completion.

C. SVCE shall process requests for payment and remit payment within 30 days.

D. If, in SVCE’s sole discretion, the request for payment is incomplete, inadequate, or inaccurate, SVCE may dispute the invoice for reasonable cause and hold all or a portion of the payment request until all required information is received or corrected. Any penalties imposed ITEM 8B Attachment 2

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on the Recipient by a contractor, or other consequence, because of delays in payment or other breach of the agreement between the Recipient and the contractor are the responsibility of the Recipient and are not reimbursable under this Agreement.

E. Unless otherwise authorized by SVCE in writing, Recipient shall submit all documentation of Project completion, including a final request for payment, within sixty (60) days of Project completion.

F. Final payment of remaining Grant Funds, including any amounts withheld from previous payments, shall be paid up to the total amount of the actual Project cost, not to exceed the Grant Funds amount set forth in this Agreement, upon completion of the Project, receipt of the final report and final request for payment from the Recipient in a form and content satisfactory to SVCE.

4. USE OF GRANT FUNDS. Recipient shall use the Grant Funds to support the Program as set forth in Exhibit A. Any use(s) of Grant Funds not contemplated in this Agreement must be approved in writing by SVCE. This Agreement was awarded to Recipient based on the application submitted by Recipient with the intention that the awarded funds would be used to implement the Project as described in Exhibit A. Any substantive deviation during Project implementation may require reevaluation or result in loss of funding. In no event shall Recipient’s Grant Funds or scope of work be increased. If Recipient knows or should have known that substantive changes to the Project will occur or have occurred, Recipient will immediately notify SVCE in writing. SVCE will then determine whether the Project is still consistent with the overall objectives of the Program and whether the changes would have negatively affected the Project ranking during the Grant evaluation process. SVCE reserves the right to have Grant Funds withheld from Recipient, or refunded to SVCE, due to Recipient’s failure to satisfactorily complete the Project or due to substantive changes to the Project.

5. TERM. This Agreement shall commence on the Effective Date, and shall remain and continue in effect until the final Grant Funds are paid to Recipient, unless sooner terminated pursuant to the provisions of this Agreement. Project completion dates shall not be extended unless SVCE determines, in its sole discretion, that extenuating circumstances justify an extension. Projects must be complete no later than [ENTER PROGRAM END DATE]

6. REPORTING AND RECORDS. Recipient agrees to cooperate with SVCE and provide requested information, if any, related to the use of Grant Funds and the Project, including for the purposes of SVCE’s evaluation, measurement, and verification activities for the Program.

Recipient will cooperate in good faith with SVCE or its authorized representative in performing evaluation, measurement and verification (EM&V) of the Program. Information accessed for EM&V may include, but is not limited to, onsite verification of Project operation, Program compliance, and Project records, analysis of facility billing metered data, analysis of data collected from facility-owned submetering, and collection of supplementary metered data onsite. All information collected will be held confidentially and will be used by SVCE or its authorized representative for Program analysis purposes only. Recipient is responsible for ensuring, through a separate agreement between Recipient and property owner, that property owner shall cooperate with SVCE to provide any documentation and assist in analysis and provide access to the Project site at reasonable times, during the construction of the Project and for a period of up to two (2) years from the completion of the Project. During the course of the

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Project and for three (3) years thereafter from the receipt of the final Grant Funds, the Recipient agrees to maintain, intact and readily accessible, all communications, data, documents, reports, records, contracts, and supporting materials relating to the Project, as SVCE may require. The Recipient agrees to have financial and compliance audits performed as SVCE may require.

7. LEGAL RESPONSIBILITIES. Recipient shall keep itself informed of all local, State and Federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance under this Agreement. Recipient shall at all times observe and comply with all such ordinances, laws and regulations. SVCE, and its officers and employees, shall not be liable at law or in equity occasioned by failure of Recipient to comply with this Section.

8. PREVAILING WAGES. By accepting the Grant Funds, Recipient as a material term of this Agreement shall be fully responsible for complying with all California public works requirements including but not limited to payment of prevailing wage. Therefore, as a material term of this Agreement, to the extent required by California law, Recipient shall ensure that prevailing wages are paid, that the project budget for labor reflects these prevailing wage requirements, and that the project complies with all other requirements of prevailing wage law, including that Recipient’s subcontractors also comply with all applicable public works/prevailing wage requirements.

9. PROCUREMENT. At minimum, Recipient shall abide by Recipient’s purchasing regulations and policies and all California laws and regulations in procuring goods or services where the costs are eligible for reimbursement under this Agreement.

10. CALIFORNIA PUBLIC RECORDS ACT. Recipient acknowledges that SVCE is subject to the California Public Records Act (Gov. Code § 7920.000 et seq.). SVCE acknowledges that Recipient may submit information to SVCE that Recipient considers to be confidential, proprietary, or trade secret information. Only such information clearly designated in writing as “confidential” shall be deemed “Confidential Information.” Upon request or demand of any third person or entity (“Requestor”) for the production, inspection, and/or copying of Confidential Information, SVCE shall notify Recipient that such request has been made. Recipient shall be solely responsible for taking whatever legal steps are necessary to protect
Confidential Information and to prevent its release to the Requestor. Without limiting SVCE’s right to disclose Confidential Information as may be required by law, if Recipient takes no such action after receiving the foregoing notice from SVCE, SVCE shall be permitted to release information it deems subject to disclosure.

11. NOTICES. Any notices provided under this Agreement must be in writing and may be given either by mail or e-mail to the following addresses:

SVCE:

Silicon Valley Clean Energy Authority 333 W. El Camino Real #330 Sunnyvale, CA 94087
Attention: [email protected]

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RECIPIENT:
[ENTITY] [ADDRESS]
Attention:

12. INDEPENDENT CONTRACTOR.

A. Recipient shall at all times remain as to the SVCE a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Recipient shall at all times be under Recipient's exclusive direction and control. Neither SVCE nor any of its officers, employees, agents, or volunteers shall have control over the conduct of Recipient or any of Recipient's officers, employees, or agents except as set forth in this Agreement. Recipient shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the SVCE.

Recipient shall not incur or have the power to incur any debt, obligation or liability whatever against SVCE, or bind SVCE in any manner.

B. No employee benefits shall be available to Recipient in connection with the performance of this Agreement. Except for the fees paid to Recipient as provided in the Agreement, SVCE shall not pay salaries, wages, or other compensation to Recipient for performing services hereunder for SVCE. SVCE shall not be liable for compensation or indemnification to Recipient for injury or sickness arising out of performing services hereunder.

13. INDEMNIFICATION; WAIVER. Recipient shall indemnify, protect, defend and hold harmless SVCE, its elected officials, officers, employees, volunteers, and representatives from any and all suits, claims, demands, losses, defense costs or expenses, actions, liability or damages of whatsoever kind and nature which SVCE, its officers, agents and employees may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property arising out of Recipient’s acts or omissions arising out of or in any way related to the performance or non-performance of this Agreement.

Recipient expressly waives the provisions of California Civil Code section 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” This Section shall survive the terminate of this Agreement.

14. INSURANCE.

A. On or before the commencement of the term of this Agreement, Recipient shall furnish SVCE with certificates showing the type, amount, class of operations covered, effective dates, and dates of expiration of insurance coverage in compliance with the requirements in this Section. Recipient shall maintain such coverage in full force at all times for the duration of this Agreement, at its sole cost and expense. Nothing herein shall be construed as a limitation on Recipient indemnification obligations under this Agreement.

B. Recipient shall maintain the following minimum insurance coverages:
• Workers’ compensation, as required by the State of California; • Commercial general liability coverage with minimum limits of $3,000,000 per occurrence and $5,000,000 aggregate for bodily injury and property damage. ISO occurrence Form CG 0001 or equivalent is required;

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• Comprehensive automotive liability coverage with minimum limits of $1,000,000 per accident for bodily injury and property damage. ISO Form CA 0001 or equivalent is required.

C. Such coverages shall be issued by an insurer(s) licensed to conduct business in the State of California, with a minimum A.M. Best’s Insurance Rating of A:VII unless otherwise approved in writing as satisfactory to SVCE. The Recipient may satisfy its obligations under this Section through self-insurance.

D. The insurance limits required by SVCE are not represented as being sufficient to protect Recipient. Recipient is advised to confer with its insurance broker to determine adequate coverage for Recipient.

15. DEFAULT AND TERMINATION. Should an Event of Default occur, SVCE shall provide a notice of default to Recipient and shall give Recipient at least fifteen (15) calendar days from the date the notice is sent to cure the Event of Default. If Recipient fails to cure the Event of Default within the time prescribed, SVCE may, at SVCE’s sole discretion, withhold Grant Funds not yet disbursed hereunder, require the return or repayment of Grant Funds already disbursed, and/or terminate this Agreement by written notice which shall be effective upon receipt by Recipient. “Event of Default” shall mean the occurrence of any one or more of the following events by Recipient: (a) any false statement, representation, or warranty contained in this Agreement, the Application, or any other document submitted to SVCE; (b) failure to comply with applicable laws; (c) a failure to maintain in effect any policy of insurance required under this Agreement; or (d) a material breach of this Agreement.

16. NON-APPROPRIATION. Recipient acknowledges that SVCE is a public agency. In the event that sufficient funds for the performance of this Agreement are not appropriated by the SVCE Board of Directors in any fiscal year covered by this Agreement, this Agreement may be terminated by SVCE, without penalty, by giving notice to Recipient of such facts and of SVCE’s intention to terminate.

17. NON-WAIVER. Failure to exercise any right the SVCE may have or be entitled to, in the event of default hereunder, shall not constitute a waiver of such right or any other right in the event of a subsequent default.

18. AMENDMENT OF AGREEMENT. No modification, rescission, waiver, release or amendment of any provision of this Agreement shall be made except by a written agreement executed by the Recipient and the SVCE.

19. ASSIGNMENT PROHIBITED. In no event shall the Recipient assign or transfer any portion of this Agreement.

20. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. Any legal action brought under this Agreement must be instituted in the Superior Court of the County of Santa Clara, State of California.

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21. NO THIRD-PARTY BENEFIT. The provisions of this Agreement are for the sole benefit of the parties hereto and confer no rights, benefits, or claims upon any person or entity not a party hereto.

22. SEVERABILITY. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

23. RECIPIENT'S AUTHORITY. Recipient represents and warrants that (a) it has the power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the person who executes this Agreement on its behalf has the necessary authority to bind Recipient; and (c) neither the execution and delivery of this Agreement nor the performance of its obligations hereunder will constitute a violation of, a default under, or conflict with any term of any governance documents or other agreements to which it is bound.

24. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. Faxed and PDF counterpart signatures are sufficient to make this Agreement effective.

25. ENTIRE AGREEMENT. This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material.

26. COMMUNICATIONS AND ENGAGEMENT. Recipient agrees that SVCE may use and publicize information and visual materials (photos, videos, etc.) related to this project, including (but not limited to) information and visual materials provided in this application, updates, or follow-up information. Recipient will coordinate in good faith with SVCE on followup activities, such as interviews, outreach coordination, photo or video shoots, requests for additional information, and the design of educational materials and signage related to the project.

Recipient will work with SVCE to schedule all coordination and activities within a determined and mutually agreed-upon time frame and understand that refusal or failure to collaborate on marketing and outreach may result in termination of the funding.

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Los Altos Hills City CouncilJanuary 15, 2026

Los Altos Hills City Council
January 15, 2026