Maywood City Council
February 26, 2025

INSURANCE CERTIFICATES AND ENDORSEMENTS INS-6

ADDITIONAL INSURED ENDORSEMENT

EXCESS LIABILITY
Name and address of named insured (“Named Insured”):

Name and address of insurance company (“Company”):

General description of agreement(s), permit(s), license(s), and/or activity(ies) insured:

Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the “Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows:

1. The City of Maywood (“City”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under the Policy in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any premiums or assessments under the Policy.

2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute with the insurance coverages provided by the Policy.

3. Each insurance coverage under the Policy shall apply separately to each Additional Insured against whom claim is made or suit is brought, except with respect to the limits of the Company’s liability.

4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by one insured under the policy against another insured under the policy. All such claims shall be covered as third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing contained in this provision shall operate to increase or replicate the Company’s limits of liability as provided under the policy.

5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured under the indemnification and/or hold harmless provision(s) contained in or executed in conjunction with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional Insureds.

6. The policy to which this endorsement is attached shall not be subject to cancellation, change in coverage, reduction of limits (except as the result of the payment of claims), or non-renewal except after written notice to City, by certified mail, return receipt requested, not less than thirty (30) Days before the effective date thereto. In the event of Company’s failure to comply with this notice provision, the policy as initially drafted will continue in full force and effect until compliance with this notice requirement.

7. Company hereby waives all rights of subrogation and contribution against the Additional Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to the perils insured against in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds.

INSURANCE CERTIFICATES AND ENDORSEMENTS INS-7

8. It is hereby agreed that the laws of the State of California shall apply to and govern the validity, construction, interpretation, and enforcement of this contract of insurance.

9. This endorsement and all notices given hereunder shall be sent to City at:

City Manager
City of Maywood
City Hall
_________________________________
_______________, California ________

10. Except as stated above and not in conflict with this endorsement, nothing contained herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which this endorsement is attached.

TYPE OF COVERAGES TO WHICH THIS

ENDORSEMENT ATTACHES

POLICY PERIOD

FROM/TO

LIMITS OF

LIABILITY
□ Following Form
□ Umbrella Liability
□

11. Applicable underlying coverages:

INSURANCE COMPANY POLICY NUMBER AMOUNT

12. The following inclusions, exclusions, extensions or specific provisions relate to the above coverages:

13. A □ deductible or □ self-insured retention (check one) of $ applies to all coverage(s) except:
(if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one).

14. This is an □ occurrence or □ claims made policy (check one).

15. This endorsement is effective on ________ at 12:01 a.m. and forms a part of Policy Number ________.

INSURANCE CERTIFICATES AND ENDORSEMENTS INS-8
I, (print name), hereby declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company.

Executed , 20
Signature of Authorized Representative
(Original signature only; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)

AGENDA REPORT

CITY OF MAYWOOD
AGENDA ITEM NO. 14.

DATE: February 26, 2025
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: JENNIFER VASQUEZ, CITY MANAGER
BY: STEPHANIE ARECHIGA

SPECIAL LEGAL COUNSEL
SUBJECT: CONSIDERATION TO APPROVE RESOLUTION NO. 6403, APPROVING A LOAN

AGREEMENT BY AND BETWEEN THE CITY OF MAYWOOD AND THE HUB CITIES

CONSORTIUM FOR FINANCIAL ASSISTANCE
RECOMMENDATION:

Staff recommendation that the City Council:

1. Adopt the attached Resolution No. 6403, appropriating a loan to Hub Cities Consortium from the General Fund in an amount to be determined by the City Council for financial assistance as a member agency; and

2. Authorize the City Manager to enter into a loan agreement, approved as to form by the City’s Special Legal Counsel.

BACKGROUND:

Hub Cities Consortium Joint Powers Authority (“Hub Cities”) was established in 1988, and is comprised of six member cities, including, Bell Gardens, Cudahy, Huntington Park, Lynwood, Maywood and South Gate. Hub Cities provides a wide range of specialized programs and services for its key target groups, which include job assistance programs, services to youth and young adults, and business services.

DISCUSSION:

On February 10, 2025, Hub Cities Consortium requested $545,000 in financial assistance from its six member cities to continue operations through June 30, 2025. The City of Maywood’s financial assistance will be no more than 1/6th of the total requested amount, which will not exceed $90,834. This would allow Hub Cities to continue operations under their existing funding agreements through the end of the fiscal year, while they await the results of a funding proposal with Los Angeles County.

LEGAL REVIEW:

Special Legal Counsel has reviewed this report.

FISCAL IMPACT:

If approved, the appropriated funds will be allocated from the FY 24-25 unallocated General Fund.

ATTACHMENT(S)

1. Board Joint Exercise of Powers Agreement

2. Resolution No. 6403 Re Hub Cities Loan Agreement

RESOLUTION NO. 6403

A RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF MAYWOOD, CALIFORNIA,

APPROVING A LOAN AGREEMENT BY AND

BETWEEN THE CITY OF MAYWOOD AND

THE HUB CITIES CONSORTIUM FOR

FINANCIAL ASSISTANCE
WHEREAS, the Hub Cities Consortium (“Hub Cities”) was established in 1988 to provide specialized programs and services, including job assistance, youth development, and business support, to the Southeast Los Angeles region; and WHEREAS, Hub Cities is dedicated to empowering individuals toward selfsufficiency while meeting the workforce needs of the business community; and WHEREAS, Hub Cities is comprised of the Cities of Bell Gardens, Cudahy, Huntington Park, Lynwood, Maywood, and South Gate; and
WHEREAS, on February 10, 2025, Hub Cities contacted all member cities requesting financial assistance due to financial uncertainty; and WHEREAS, the City of Maywood (“City”) wishes to provide financial assistance to Hub Cities in the form of a loan agreement.

NOW, THEREFORE, BE IT RESOLVED, THE CITY COUNCIL OF THE CITY OF MAYWOOD DOES RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS:

Section 1. The Recitals set forth above are true and correct, constitute a material part of this Resolution, and are incorporated herein in their entirety as part of the findings.

Section 2. The City Council hereby authorizes the Finance Director to appropriate a sum not to exceed _______________________ Dollars ($______) (“Requested Amount”) from the general fund for FY2024-25 in the form of a loan to Hub Cities for financial assistance. If other Hub Cities city members authorize an amount less than the Requested Amount, then the loan amount from the City shall be lowered accordingly.

Section 3. The City Council hereby approves a loan agreement by and between the City and Hub Cities, in a form approved by the City’s Special Legal Counsel, for an amount not-to-exceed ________________________ Dollars ($_______).

Section 4. The City Council hereby authorizes the City Manager to negotiate the terms of the loan, in a form approved by the City’s Special Legal Counsel.

Section 5. The City Council further authorizes the City Manager to execute the loan agreement, along with all documents reasonably necessary to effectuate the intent of this Resolution.

Section 6. This Resolution shall take effect immediately upon its adoption by the City Council and the City Clerk shall certify to the passage and adoption of this Resolution and enter it into the book of original Resolutions.

PASSED, APPROVED AND ADOPTED THIS 26th day of February 2025.

Mayra Aguiluz, Mayor
ATTEST:

Daisy Guerrero, Deputy City Clerk
APPROVED AS TO FORM:

Stephanie A. Arechiga, Special Legal Counsel

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

CITY OF MAYWOOD
I, Daisy Guerrero, Deputy City Clerk of the City of Maywood, County of Los Angeles, State of California, do hereby certify that the foregoing Resolution, being Resolution No. 6403, was duly passed, approved by not less than three members of the City Council of the City of Maywood, signed by the Mayor of said City, and attested by the City Clerk, all at a regular meeting of the City Council held on the 26th day of February 2025, that it was duly posted and that the same was passed and adopted by the following vote, to wit:

AYES:

NAYES:

ABSENT:

ABSTAINED:

Daisy Guerrero, Deputy City Clerk

AGENDA REPORT

CITY OF MAYWOOD
AGENDA ITEM NO. 15.

DATE: February 26, 2025
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: JENNIFER VASQUEZ, CITY MANAGER
BY: DAISY GUERRERO, DEPUTY CITY CLERK/ASSISTANT TO THE CITY MANAGER SUBJECT: CONSIDERATION TO APPROVE AN EXCLUSIVE NEGOTIATING AGREEMENT

BETWEEN THE SUCCESSOR AGENCY TO THE MAYWOOD COMMUNITY

REDEVELOPMENT AGENCY, THE CITY OF MAYWOOD AND THE CESAR CHAVEZ

FOUNDATION
RECOMMENDATION:

Staff recommends that the Successor Agency and the City Council approve an Exclusive Negotiation Agreement with the Cesar Chavez Foundation (CCF) to facilitate the development of 100% affordable housing at 5102 & 5110 District Boulevard, subject to final negotiation and approval by the City Manager and City Attorney and authorize the City Manager to execute the agreement and any related documents.

BACKGROUND:

Cesar Chavez Foundation (CCF) has extensive experience in developing and managing safe, decent, and affordable rental and market-rate housing in California. The Successor Agency/City currently owns real property located at 5102 and 5110 District Boulevard, along with an additional parcel (APN 6313-001-900) (collectively, the "Site"). The Successor Agency to the City of Maywood, the City of Maywood (City) intends to sell or otherwise transfer the Site to CCF and facilitate the construction of a 100% affordable rental housing project for income-qualified applicants (the "Project").

Pursuant to the California Surplus Land Act (Government Code Sections 54220 et seq.), the Agency must complete all compliance requirements before transferring the property. The proposed Exclusive Negotiating Agreement includes provisions for the parties due diligence activities, refinement of the project and ultimately negotiation of a Disposition and Development Agreement (DDA). The DDA will include the terms and conditions for CCF to develop the Site within a reasonable timeframe. The DDA would be contingent upon the CCF securing necessary financing (including tax credit equity) and all permits for project development.

DISCUSSION:

The proposed Exclusive Negotiation Agreement (ENA) establishes a framework for negotiations between the parties regarding the development of the Site for an affordable housing project. Key provisions of the ENA include the following:
• Exclusive Negotiation Period – The City agrees to negotiate solely with the CCF for the sale and development of the Site, except for compliance with the Surplus Land Act. The ENA term begins on February 27, 2025, and lasts for twelve (12) months, with the possibility of two (2) three-month

extensions by the City Manager.
• Conditions for the DDA – The negotiated DDA will be subject to approval of the parties, compliance with the California Environmental Quality Act (CEQA), and adherence to Surplus Land Act requirements. Either party may terminate negotiations if terms are not agreed upon. • CCF Responsibilities – CCF must submit required documentation (as outlined in Exhibit A) and provide monthly reports on project progress.
• Indemnity and Site Access – CCF will indemnify the City and the City against claims arising from site inspections. CCF and its consultants will have access to the property for environmental and geological assessments.
• Termination and Default – The City Manager may terminate the ENA if the CCF fails to make reasonable progress on negotiations or violates ENA terms. CCF must correct any deficiencies within ten (10) days of written notice from the City Manager.
• CCF Representations and Warranties – CCF must confirm that it is a nonprofit public benefit corporation in good standing in California, has legal authority to enter into the agreement, and is not subject to insolvency proceedings.
• Notices – Communication between the parties must be in writing and sent via certified mail or email to designated contacts.

CCF is still reviewing the ENA and its terms may be further refined or revised and therefore Staff is recommending that the ENA be approved subject to the final negotiations and approval of the City Manager and City Attorney. Additionally, if this agreement is approved by the City Council, Exhibit A demonstrates the materials to be delivered by CCF and the timeline. Additionally, the City Manager may terminate the ENA by written notice to CCF if there is no reasonable progress in negotiating the DDA.

LEGAL REVIEW:

The City Attorney has reviewed this report.

FISCAL IMPACT:

The initial deposit of $10,000 will be utilized for the City's costs incurred during the ENA process.

ATTACHMENT(S)

1. Maywood - ENA with Cesar Chavez Foundation

2. CCF Presentation

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EXCLUSIVE NEGOTIATING AGREEMENT
THIS EXCLUSIVE NEGOTIATING AGREEMENT (this “Agreement” or “ENA”) is dated as of February 26, 2025 (“Effective Date”), and is entered into by and between the Successor Agency to the Maywood Community Redevelopment Agency (“Agency”), the City of Maywood, a municipal corporation (“City”), and the Cesar Chavez Foundation, a California public benefit corporation (the “Developer”). Agency, Developer and the City are sometimes collectively referred to herein collectively as the “Parties” or individually as the “Party.” The Agency and City shall be referred to collectively as “Agency,” unless the text provides otherwise.

RECITALS
A. The Developer has significant experience developing and managing safe, decent and affordable rental and market-rate housing in California; B. The Agency is the owner of certain real property located at 5102 District Boulevard (APN 6313-001-902), 5110 District Boulevard (APN 6313-001-901) and APN 6313-001-900 (“Site”);
C. The Agency intends to transfer the property to the City of Maywood and/or the Developer in order to allow the development of the Site with a project containing 100% affordable rental units for income qualified applicants (“Project”); D. Thereafter and upon completion of the Agency’s completing compliance with the California Surplus Land Act (California Government Code Sections 54220 et seq.), Agency and Developer desire to negotiate with each other regarding the potential terms and conditions of a “Disposition and Development Agreement” (“DDA”) between Agency and Developer for Developer to acquire the Site and develop the Project on the Site within a reasonable period of time thereafter; and
E. The DDA would condition the closing of the sale of the Site (if applicable) upon the Developer first obtaining, among other things, all necessary financing (including tax credit equity), and all permits for development of the Project.

NOW, THEREFORE, in view of the goals and objectives of Agency relating to providing affordable housing in the City of Maywood, and in consideration of the mutual promises of the Parties set forth in this Agreement, the Agency, City and Developer agree as follows:

1. Exclusive Negotiation; Negotiation of DDA. During the Term (defined in Section 2 below), Agency shall negotiate only with Developer for the sale and development of the Site, except that Agency and the City of Maywood may complete the process under the California Surplus Land Act (California Government Code Sections 54220 et seq.) (“Surplus Land Act”).

During this period, the Agency and Developer shall negotiate the terms of a DDA; however, the DDA so negotiated shall be subject to the approval of the City Council of the City of Maywood in its sole and absolute discretion, after compliance with the California Environmental Quality Act (“CEQA”) and subject to compliance with the Surplus Land Act. Developer may terminate such negotiations and this ENA, or disapprove the negotiated DDA and terminate this ENA, by written notice to Agency.

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2. Term. The Term of this ENA is conditioned for the benefit of the Agency and the City of Maywood upon the Agency/City’s completing compliance with the Surplus Land Act.

Subject to the foregoing, the term of this ENA shall commence on February 27, 2025 and shall end twelve (12) calendar months thereafter, unless extended in writing by the Agency Executive Director/City Manager (“City Manager”) pursuant to Section 3 below.

3. Extension of Term. The Term may be extended by the City Manager of the City in writing for up to two (2) consecutive periods of three (3) months each.

4. Developer Acknowledgments. Developer acknowledges and agrees that under this Agreement, Agency or the City of Maywood is not committing itself or agreeing to enter into a DDA or other agreement or approve any land use entitlements or any permits, or provide any financial assistance.

5. Materials and Information. The Developer shall deliver the materials and information identified on Exhibit A to the Agency within the times set forth therein. Additionally, at the beginning of each calendar month during the ENA Term (as extended under Section 3, if applicable), Developer shall provide a written report to the Agency describing in reasonable detail the Developer's activities with respect to the Project during the preceding calendar month.

6. Deposit for Agency Costs and Expenses. Developer shall reimburse the Agency for its out-of-pocket costs and expenses (including, without limitation, legal fees and costs) incurred in preparing this ENA and fulfilling its obligations under this ENA, including, but not limited to: (i) the costs of negotiating and preparing the DDA; (ii) the costs of complying with CEQA; and (iii) the costs of appraisals and economic consultants to evaluate the Project or proposed transaction terms (collectively, the “Reimbursable Costs”). Concurrently with its execution of this ENA, Developer shall deposit with the Agency the sum of Ten Thousand Dollars and No/100 Dollars ($10,000.00) (the “Reimbursement Funds”). The Reimbursement Funds may be used and applied from time to time by the Agency to pay or reimburse itself for Reimbursable Costs not otherwise paid or reimbursed by the Developer. Any Reimbursement Funds not applied shall be delivered to the Developer without interest (along with a final accounting of the Agency’s application of the Reimbursement Funds) within sixty (60) business days after the expiration or earlier termination of this ENA. If Reimbursable Costs exceed the Reimbursement Funds then on deposit, Developer shall pay, within five (5) business days after written request from Agency, an additional deposit reasonably determined by Agency to pay the projected Reimbursable Costs.

The provisions of this Section shall survive the expiration or earlier termination of this ENA, to the extent that the Agency has incurred actual Reimbursable Costs for which there are insufficient Reimbursement Funds then on deposit with the Agency.

Notwithstanding anything to the contrary in this ENA, express or implied, the Agency shall have the right in its sole and absolute discretion to cease evaluation of submittals relating to the Project, stop any other staff work and/or work of its consultants and stop negotiating or discussing the Project, and DDA and terminate this ENA if the City Manager determines that the sums then on deposit with Agency are not clearly sufficient to pay for all of the projected/established Reimbursable Costs projected/estimated in good faith by the City Manager and Developer has failed to replenish the Reimbursement Funds within five (5) business days after written request from the City Manager.

7. Developer Indemnity; Right of Entry. Developer shall indemnify, defend and hold harmless the Agency and the City of Maywood, and their elected and appointed officials, officers, agents and employees of Agency and the City (individually or collectively, an “Indemnified Party”) against any and all claims, liabilities, losses, damages, costs and expenses arising out of,

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caused by, or related to any entry by Developer or its designees onto the Property and any allegation that this ENA violates CEQA.

Developer and its contractors and consultants designated in writing by Developer to Agency shall have the right to enter the Property to inspect the Property, survey the Property and prepare Phase I environmental reports for the Property, and if reasonably approved in writing by the City Manager, to take soils and groundwater samples as recommended by such a Phase I (for purposes of preparing a Phase II environmental report) provided a copy of the Phase I recommending such samples/tests has been provided to the City Manager.

8. Termination by Agency. The City Manager may terminate this ENA by written notice to Developer if Developer is not making reasonable progress in negotiating the DDA, or is otherwise in violation of this ENA, and Developer fails to correct such failure to make reasonable progress within ten (10) days after written notice from the City Manager describing the nature of the default or failure to make progress.

9. Developer Representations and Warranties. Developer represents and warrants to and for the benefit of Agency as follows:

9.1 Valid Existence; Good Standing; Joint Venture Relationships. Developer is a nonprofit public benefit corporation duly organized and validly existing under the laws of the State of California. Developer has all requisite power and authority to own its property and conduct their respective business as presently conducted. Developer has made all filings and is in good standing in the jurisdiction of the State of California.

9.2 Authority. Developer has all requisite power and authority to enter into and perform this Agreement.

9.3 No Limitation on Ability to Perform. Neither Developer’s articles of incorporation nor any other organizational document regarding Developer in any way prohibits, limits or otherwise affects the right or power of Developer to enter into or perform this Agreement. Developer is not a party to or bound by any contract, agreement, indenture, trust agreement, note, obligation or other instrument that could prohibit, limit or otherwise affect Developer’s entry into or performance of this Agreement. To the best of Developer’s knowledge, no consent, authorization or approval of, or other action by, and no notice to or filing with, any governmental authority, regulatory body or any other person or entity is required for the due execution, delivery or performance by Developer of this Agreement or any of the terms or covenants contained in this Agreement. There is no pending or threatened suit or proceeding or undischarged judgment affecting Developer before any court, governmental agency, or arbitrator that might materially adversely affect the enforceability of this Agreement, the ability of Developer to perform the transactions contemplated by this Agreement or the business, operations, assets or condition of Developer.

9.4 Valid Execution. The execution and delivery of this Agreement by Developer has been duly and validly authorized by all necessary action of Developer and others. This Agreement is a legal, valid and binding obligation of Developer, enforceable against Developer in accordance with its terms.

9.5 Insolvency. No attachments or execution proceedings and no assignments for the benefit of creditors or insolvency, bankruptcy, reorganization or other proceedings are

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pending or, to Buyer's knowledge, threatened against Buyer, nor are any such proceedings contemplated by Buyer.

10. Notices. A notice or communication under this Agreement by either Party to the other shall be sufficiently given or delivered, if in writing and delivered by reputable overnight messenger, or certified first class mail with return receipt requested (for U.S. mailings) or when sent by electronic mail (“email”) to the appropriate Party at its address as follows:

In the case of a notice or communication to Agency and City:

City of Maywood
4319 E. Slauson Avenue
Maywood, California 90270
Attn: City Manager
Telephone: (323) 562-5700
with a required copy to:

Richards, Watson & Gershon
350 South Grand Avenue, 37th Floor
Los Angeles, California 90071
Attn: Roxanne Diaz
email: [email protected]
Any such address may be changed at any time by giving written notice of such change in the manner provided above at least ten (10) days prior to the effective date of the change. Notices by overnight messenger shall be deemed delivered on the next business day, or, if mailed, on the delivery date or attempted delivery date shown on the return receipt or if by email, when sent.

11. General Provisions.

11.1 Amendments. This Agreement may be amended or modified only by a written instrument signed by the Agency, City of Maywood and Developer.

11.2 Severability; HCD Comments. If any provision of this Agreement, or its application to any person or circumstance, is held invalid by any court, the invalidity or inapplicability of such provision shall not affect any other provision of this Agreement or the application of such provision to any other person or circumstance, and the remaining portions of this Agreement shall continue in full force and effect.

Without limiting the foregoing, in the event that any HCD comments on the surplus property determination claimed by the Agency, which prevents or precludes compliance with any material term of this Agreement, the Parties shall promptly modify, amend or suspend this Agreement, or any portion of this Agreement, to the extent necessary to comply with such comments or either Party may terminate this Agreement upon written notice to the other Party. In the event of such termination, the Developer, Agency and City agree that neither the Developer, Agency or City shall have any further rights or obligations under this Agreement except as otherwise provided herein.

11.3 Non-Waiver. No waiver made by either Party with respect to the performance, or manner or time of performance, or any obligation of the other Party or

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any condition to its own obligation under this Agreement will be considered a waiver with respect to the particular obligation of the other Party or condition to its own obligation beyond those expressly waived, to the extent of such waiver, or a waiver in any respect in regard to any other rights of the Party making the waiver or any other obligations of the other Party.

11.4 Non-Liability. No member, official, agent or employee of the Agency or the City of Maywood will be personally liable to Developer in the event of a default by the Agency or the City of Maywood. No director, officer, agent or employee of Developer will be personally liable to the Agency or the City of Maywood in an event of default by Developer.

11.5 No Third Party Beneficiary. This Agreement is for the exclusive benefit of the Parties to this Agreement and not for the benefit of any other person and shall not be deemed to have conferred any rights, express or implied, upon any other person.

11.6 No Assignment. This Agreement may not be assigned by either Party without the prior written consent of the other.

11.7 Governing Law. Agency and Developer agree that this Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the substantive and procedural laws of the State of California, without application of conflicts or choice of laws principles.

12. Interpretation of Agreement. No inference in favor of or against any Party shall be drawn from the fact that such Party has drafted any part of this Agreement.

13. Entire Agreement. This Agreement (including the attachments and exhibits) contains the entire agreement between the Parties with respect to the subject matter of this Agreement.

14. Time of the Essence. Time is of the essence with respect to each provision of this Agreement.

15. Counterparts, pdfs. This Agreement may be signed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. An electronic copy of this Agreement shall be as effective as the original for all purposes.

16. Relationship of the Parties. The subject of this Agreement is a private development with neither Party acting as the agent of the other Party in any respect. None of the provisions in this Agreement shall be deemed to render the Agency or the City of Maywood a partner in Developer’s business, or joint venturer or member in any joint enterprise with Developer.

IN WITNESS WHEREOF, the Agency, City and Developer have signed and entered into this Agreement as of the Effective Date by and through the signatures of their respective authorized representative(s).

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SUCCESSOR AGENCY TO THE

MAYWOOD COMMUNITY

REDEVELOPMENT AGENCY
By:___________________________
Jennifer Vasquez, Executive Director
ATTEST:
___________________________
Deputy City Clerk

CITY OF MAYWOOD
a California municipal corporation
By:___________________________
Jennifer Vasquez, City Manager
ATTEST:
___________________________
Deputy City Clerk

CESAR CHAVEZ FOUNDATION
By:____________________________
Name and Title
By:____________________________
Name and Title

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12501-0001\3077684v1.doc
EXHIBIT “A”

MATERIALS TO BE DELIVERED BY DEVELOPER
Written Status Reports Every months, on the 15th day of the month, commencing on the first full month after the
Effective Date.

Developer will disclose to Agency the names of
primary employee contracts, primary consultants,
or representatives anticipated to the directly
involved in the Project. Developer shall promptly
notify Agency of any changes as they occur.

Within forty-five (45) days after the Effective Date
Developer will conduct due diligence including,
but are not limited to, investigative studies,
feasibility studies, preliminary title report, etc.

Developer will submit to the Agency in writing any
and all objections.

Within one-hundred eighty (180) days after the
Effective Date
Developer will lead public outreach for the Project
in coordination with the Agency. Agency and
Developer shall determine the extent and number
of outreach meetings appropriate.

Within one-hundred eighty (180) days after the
Effective Date
Develop Conceptual Plans for the project. Within one-hundred eighty (180) days after the Effective Date
Submit entitlements application. Within two-hundred seventy (270) days after the Effective Date
Draft Preliminary Financing Plan and Preliminary
Development Schedule
Within two-hundred seventy (270) days after the
Effective Date
Parties negotiate form of Term Sheet for purpose
of negotiating DDA and the form for the
disposition of the property
Within two-hundred seventy (270) days after the
Effective Date
Final Preliminary Financing Plan with anticipated
Debt and Equity Financing
Within three-hundred (300) days after the
Effective Date
Initial draft DDA (including disposition of property
if applicable)
Within three-hundred sixty days (360) days after
the Effective Date

Agenda
• About Cesar Chavez
• Cesar Chavez Foundation
• Development Project Experience
• Proposed Project
• Questions & Answers

Cesar Chavez Foundation
Our Propose
Inspiring & Transforming Communities.

Our Mission
At the Cesar Chavez Foundation, our
mission is to carry on Cesar’s life’s work of
uplifting the lives of Latinos and working
families by inspiring and transforming
communities through social enterprises that
address essential human, cultural and
community needs.

About Cesar Chavez
• Born in 1927 in Yuma, Arizona
• Joined the U.S. Navy 1944 at 17 years old
• Joined the Community Service Organization (CSO)
• Co-founded the NFWA with Dolores Huerta
• Used these Experiences to help improve the conditions of those marginalized in society.

The Cesar Chavez Foundation
Today, Cesar Chavez Foundation (CCF) is Broken into 4 Funds:
1) The National Chavez Center Fund (NCC)
2) Education Fund
3) Communication Fund
4) Housing & Economic Development Fund (HED)

HED Overview
Fast Facts
▪ Headquartered in Los Angeles,
California
▪ Developed 300 single-family homes for
sale for lower-income households
▪ Over 4,900 affordable multi-family units
at 49 separate sites
▪ 226 units projected to come online by
end of 2024
▪ Over 1,400 affordable units in the
pipeline

HED Overview
In-House Expertise
▪ Real Estate Development
▪ General Contracting
▪ Property Management
▪ Social Services
▪ Financial Wherewithal
▪ Expertise in Different Capital Structure
in 4 Different States

▪ Since 2020
▪ In Operations
▪ 106 Units
▪ In Construction
▪ 204 Units
▪ 2025 Construction
▪ 127 Units
▪ TOTAL: 434 Units
CCFs Local Experience

Maywood Surplus Land

SITE APN ADDRESS SIZE
Site No.1 6313-001-902 5102 District Blvd. ~0.28 Acres
Site No.2 6313-001-901 5110 District Blvd. ~0.28 Acres
Site No.3 6313-001-900 4801 Slauson Ave. ~0.02 Acres
SITE No.1
SITE No.2
SITE No.3

Proposed Site Plan

Proposed Project Units
No. Units Bedrooms % AMI SIZE
16 1-Bedroom 30% AMI + Vouchers 542 SF
2 2-Bedroom 30% AMI + Vouchers 775 SF
3 1-Bedroom 50% AMI 542 SF
3 2-Bedroom 50% AMI 775 SF
3 3-Bedroom 50% AMI 1060 SF
10 1-Bedroom 60% AMI 542 SF
11 2-Bedroom 60% AMI 775 SF
12 3-Bedroom 60% AMI 1060 SF
1 2-Bedroom Manager's Unit 775 SF
61 49% 44,793 SF

Proposed Schedule
Date Action
02/26/25 City Council Meeting/Approval
03/05/25 LACDA Application Due
4/14/25 Projected Gateway Cities Affordable Housing Trust Application Due
05/30/25 HCD Application Due
02/23/26 CTCAC 9% Application Due
04/06/26 Commence with Construction Documents
12/21/26 Plan Check – Construction Documents Approval
12/28/26 Estimated Construction Loan Cloing
01/04/27 Start Construction
07/04/28 Construction Completion

Questions & Answers

AGENDA REPORT

CITY OF MAYWOOD
AGENDA ITEM NO. 16.

DATE: February 26, 2025
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: JENNIFER VASQUEZ, CITY MANAGER
BY: DAISY GUERRERO, DEPUTY CITY CLERK/ASSISTANT TO THE CITY MANAGER SUBJECT: CONSIDERATION TO APPROVE A FIVE-YEAR LEASE AGREEMENT WITH FLOCK GROUP INC. FOR AUTOMATED LICENSE PLATE READERS (ALPR) FOR PUBLIC SAFETY TECHNOLOGY SERVICES IN AN AMOUNT NOT TO EXCEED $61,100 RECOMMENDATION:

It is recommended that the City Council approve a five-year agreement with Flock Group, Inc. for the deployment of four Automated License Plate Readers (ALPRs) and authorize the Mayor to execute the agreement in the form approved by the City Attorney with a total cost not to exceed $61,100.

BACKGROUND:

Recognizing the growing concerns around public safety and infrastructure security, the City of Maywood has identified the need for advanced public safety tools to address these challenges. The proposed agreement with Flock Group, Inc. will enable the deployment of hardware and software that utilize Automatic License Plate Recognition (ALPR) technology. This system enhances situational awareness and supports law enforcement in crime prevention, investigations, and broader public safety initiatives.

The deployment will consist of four ALPR cameras, strategically located throughout the City to maximize coverage and effectiveness. If approved, two cameras will be installed at each end of Slauson Avenue (east and west sides), while the other two cameras will be placed at the ends of Atlantic Boulevard (north and south sides). These key corridors were selected based on traffic patterns and their potential to support proactive crime prevention efforts.

The proposed ALPR technology has been reviewed in collaboration with the Los Angeles County Sheriff’s Department to ensure alignment with Maywood’s specific public safety needs. Flock Group, Inc., a leading provider of ALPR solutions, currently serves over 5,000 communities nationwide, including over 400 law enforcement agencies in California. Local cities such as Monterey Park, Rosemead, Commerce, Bell Gardens, South Gate, Vernon, and Downey have successfully implemented this technology.

The need for this technology is underscored by the significant increase in auto thefts within the City. In 2024, auto theft cases rose from 129 in 2023 to 207, an increase of 60%. Stolen vehicles are not only a source of hardship for their owners but also serve as tools for further criminal activity, including gang-related crimes.

Proactively addressing auto theft often leads to the detection of other criminal behaviors and helps prevent serious crimes. ALPR technology has been proven effective in assisting law enforcement to locate stolen vehicles and solve crimes involving automobiles. It has also become more cost-efficient and accessible in recent years. These high-speed, computer-controlled camera systems automatically capture license plate numbers within their view. The collected data can aid in criminal investigations, locate wanted or missing

persons, and significantly enhance efforts to recover stolen vehicles.

DISCUSSION:

Under the proposed agreement, Flock Group, Inc. will provide both hardware and software to implement an ALPR system, which includes:

1. Hardware: Flock’s proprietary devices with features such as solar panels, automatic license plate recognition cameras, and other installation components.

2. Software Services: Access to Flock’s platform for data collection, analysis, and storage, allowing city staff and law enforcement to view, search, and archive footage.

Key provisions of the agreement include:
• Data Retention: All footage is retained on a rolling 30-day basis unless extended due to litigation holds or other specific requirements.
• Privacy and Security: Compliance with state and federal data privacy laws, including the California Consumer Privacy Act (CCPA) and Criminal Justice Information Services (CJIS) standards. • Term: The initial term of the agreement will commence upon execution and installation of the hardware, with automatic renewals unless notice is provided.

This technology will significantly improve public safety outcomes by enabling quicker responses to incidents and more efficient evidence collection for investigations. Flock's services include regular updates, technical support, and maintenance to ensure uninterrupted operations. Additionally, deploying ALPR technology aligns with the City’s commitment to public safety and reflects a strategic investment in innovative solutions to address rising crime trends. The partnership with Flock Group, Inc. represents a thoughtful and collaborative approach to improving community safety while leveraging advanced tools to support the Los Angeles County Sheriff’s Department in their mission to protect Maywood residents.

LEGAL REVIEW:

They City Attorney has reviewed this report.

FISCAL IMPACT:

The financial commitment associated with this agreement is detailed in the attached quote form (Exhibit A).

This includes costs for hardware installation, software subscription fees, and necessary maintenance over a five-year period, totaling $61,100. Funding for this amount will be appropriated from the General Fund. Upon approval of the agreement, an initial payment of $13,100 will be required, followed by an annual recurring cost of $12,000 for the next four years. Staff will explore potential grant funding opportunities and ensure the required amounts are included in the annual budget.

ATTACHMENT(S)

1. Flock Group Inc. Master Services Agreement w/ Exhibits

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.

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”).

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 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 and is thereby rendered “anonymized data” as defined in ISO 25237:2017, Sections 3.2 and 3.3.

1.3 “Authorized End User(s)” means any individual employees, agents, or contractors of Customer and/or LASD 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 or made accessible to Flock by Customer through or in connection with the Services. For the avoidance of doubt, the Customer Data will include the Footage.

1.5. “Customer Hardware” means the third-party cameras 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, cameras, solar panel, installation components, and any other Flock owned physical elements that interact with the Embedded Software and the Web Interface, to provide the Flock Services as specifically set forth in the applicable Order Form.

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

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

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

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

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

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

1.15 "Vehicle Fingerprint 'TM' means the unique vehicular attributes captured through the Services such as: type, make, color, state registration, missing/covered plates, bumper stickers, decals, roof racks, and bike racks.

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

1.17 “LASD” means the Los Angeles County Sherrif’s Department.

1.18 “Applicable Laws” means Title 1.81 of Part 4 of Division 3 of the California Civil Code, including Section 1798.90.5, et seq., and the California Consumer Privacy Act, Section 1798.100, et seq., Government Code Section 7284, et seq., and any and all other applicable local, State and federal laws and regulations.

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

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 longer of: the Retention Period, period of retention required by Customer’s records retention requirements or State law including California Government Code Section 34090, et seq., or any period set forth in a notice of litigation hold as provided herein. Authorized End Users will be required to sign up for an account and select a password and username (“User ID”). Customer may request that access by any Authorized End User of the Flock Services requires 2-step verification. 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), provided any such third parties with access to Customer Data, maintain confidentiality of Customer Data.

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 forty-eight (48) hours of becoming aware of a malfunction in the Flock Services or Flock Hardware. Flock will provide Customer with reasonable technical and on-site support and maintenance services in-person, via phone or by email at [email protected] such services collectively referred to as “Support Services”).

2.4 Updates to Platform. Flock may make any updates to its 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 customers, 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 and agree that such updates are necessary from time to time and will not diminish the quality of the services or materially change any terms or conditions within this Agreement.

2.5 Service Interruption. Services may be interrupted in the event that: (a) Flock’s provision of the Services to Customer or any Authorized End User is prohibited by applicable law; (b) any third-party services required in order to provide the Services are interrupted; (c) if Services are being used for malicious, unlawful, or otherwise unauthorized use; (d) there is a threat or attack on any of the Flock IP by a third party; or (e) scheduled or emergency maintenance (“Service Interruption”). Flock will make commercially reasonable efforts to provide written notice of any Service Interruption to Customer, to provide updates, and to resume providing access to Flock Services as soon as reasonably possible after the event giving rise to the Service Interruption is cured. Flock will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized End User may incur as a result of an unforeseeable Service Interruption. To the extent that the Service Interruption is not caused by Customer’s direct actions or by the actions of parties under Customer’s direction, 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 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, unless the suspension occurred at no fault of Customer. 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 or LASD. Authorized End Users shall only use Customer or LASD-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 , and/or requiring LASD to obtain and maintain, 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 shall require LASD to provide reasonable access to LASD facilities, and to Customer and LASD personnel, as appliable in order to enable Flock to perform the Services (such obligations of Customer are collectively defined as “Customer Obligations”).

3.2 Customer Representations and Warranties. Customer represents, covenants, and warrants that Customer and/or LASD 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.

3.3 NOTWITHSTANDING ANY OTHER PROVISION HEREIN, THE PARTIES ACKNOWLEDGE AND AGREE THAT: (A) LASD WILL BE AN “AUTHORIZED END USER” AND OPERATOR OF THE FLOCK ALPR SYSTEM, INCLUDING ALL HARDWARE, FLOCK IP, AND THE SERVICES; (B) LASD IS THE LAW ENFORCEMENT

AGENCY PROVIDING LAW ENFORCEMENT SERVICES FOR THE CUSTOMER AND

THAT IT IS LASD, BY AUTHORIZATION FROM THE CUSTOMER, THAT WILL BE

ACCESSING AND USING THE ALPR DATA COLLECTED BY THE FLOCK HARDWARE, SOFTWARE AND SYSTEM; (C) FLOCK SHALL EXTEND TO LASD THE

SAME RIGHTS AND BENEFITS OF THIS AGREEMENT AS ARE PROVIDED TO THE

CUSTOMER, INCLUDING, WITHOUT LIMITATION, THE RIGHTS AND BENEFITS OF THIS SECTION 3.2, SECTION 5, SECTION 8, AND SECTION 9; AND (D) CUSTOMER SHALL REMAIN RESPONSIBLE FOR COMPLIANCE WITH THESE SECTIONS.

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. For the term of this Agreement, Customer hereby grants to Flock a limited, non-exclusive, royalty-free, irrevocable, worldwide license to use the Customer Data solely for the purpose of performing all acts as may be necessary for Flock to lawfully provide the Flock Services to Customer. Notwithstanding any other provision herein, Flock shall: (a) keep and maintain Customer Data and Customer Generated Data (collectively, “Data” sometimes in this Section 4) in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Agreement and applicable law to avoid unauthorized access, use, disclosure, or loss; (b) use and disclose the Data solely and exclusively for the purpose of providing the Services, such use and disclosure being in accordance with this Agreement, and Applicable Laws; (c) allow access to the Data only to Customer, Authorized End Users, and those employees or agents of Flock who are directly involved with and responsible for providing the Services, and/or third parties bound in writing to maintain confidentiality of the Data; and, (d) not use, sell, rent, transfer, distribute, or otherwise disclose or make available any of the Data for Flock’s own purposes or for the benefit of anyone other than Customer without Customer’s prior written consent, or as otherwise provided herein.

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 it otherwise possesses 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. For the term of this Agreement, 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 share, disseminate, or sell Customer Generated Data, except as expressly authorized herein.

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, as defined herein to use and perform the Services and related systems and technologies, including the training of machine learning algorithms.

Customer hereby grants Flock a non-exclusive, worldwide, perpetual, royalty-free right to use and distribute such Anonymized Data to improve and enhance the Services and for other development, diagnostic and corrective purposes, and other Flock offerings. Parties understand that the aforementioned license is required for continuity of Services. Flock does not own and shall not sell Anonymized Data.

4.4 Security of Customer Data. In storing, handling, transmitting, and/or accessing Data, Flock shall incorporate a comprehensive set of data security protocols comprising a data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that comply with Applicable Laws, to protect Data at rest, Data in use, and Data in transit, and that, at minimum: (i) control access to Data; (ii) include regular audits, including threat assessments, to evaluate susceptibility to unauthorized access; (iii) provide regular maintenance and updating to ensure current cyber threats are identified and proactive defensive measures are undertaken; (iv) meet all current rules, regulations, policies, and standards of the Criminal Justice Information Services, Division of the Federal Bureau of Investigation (CJIS), including ensuring that persons having access to Data are free of criminal history or any other security threat that would otherwise disqualify any such person from accessing confidential

criminal justice information under current rules, regulations, policies, and standards of the CJIS; and (v) provide for the physical and environmental protection of all Data.

In the event of any act, error or omission, negligence, misconduct, or breach that permits any unauthorized access to, or that compromises or is suspected to compromise the security, confidentiality, or integrity of Data , or the physical, technical, administrative, or organizational safeguards put in place by Flock that relate to the protection of the security, confidentiality, or integrity of that Data, Flock shall, as applicable: (a) notify Customer and LASD as soon as practicable or as required by Applicable Laws, but no later than forty-eight (48) hours of becoming aware of such occurrence; (b) cooperate with Customer and LASD in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with Applicable Laws; (c) in the case of personally identifiable information, provide all notifications to individuals required by Applicable Laws; (d) perform or take any other actions required to comply with Applicable Law as a result of the occurrence; and (e) provide to Customer a detailed plan within ten (10) calendar days of the occurrence describing the measures Flock will undertake to prevent a future occurrence.

To the maximum extent permitted by law, Flock shall indemnify, defend and pay reasonable attorneys’ fees and costs, and hold Customer and the County of Los Angeles, and Customer’s and County’s elected officials, officers, employees, and agents free and harmless, with respect to any and all claims and liabilities to the extent arising out of, related to, or incurred in connection with any unauthorized access to or theft of Data, including any and all related bank charges in the case of identity theft; provided, however, that Flock’s liability for “cyber theft” shall not exceed the limits of Flock’s cyber liability policy required herein. All cloud-based storage shall comply with ISO/IEC 27001 - 27018, as applicable, or successor standards thereto, and shall be provided solely within the continental United States and on computing and data storage devices residing therein, and all such locations shall be disclosed to Customer promptly upon request.

Cloud based storage using Amazon Web Services (AWS) or Microsoft Azure, shall be deemed to satisfy the foregoing requirements.

Customer and LASD shall have full and complete access to, and ability to download, any Data 24 hours per day, 7 days per week, except during authorized periods of maintenance by Flock or

during a Service Suspension not due to the fault of Customer. Customer or LASD may at any time, provide Flock with a written “litigation hold” notice, therein requiring Flock to isolate and maintain any Data that Flock has access to and that becomes relevant to any criminal or civil action or discovery process involving Customer or LASD.

5. CONFIDENTIALITY; DISCLOSURES

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

Proprietary Information of Flock includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Customer includes non-public data provided by Customer or any to Flock or collected by Flock via Flock Services, which includes but is not limited to geolocation information and environmental data collected by sensors. For avoidance of doubt, all Customer Data and Customer Generated Data is Proprietary Information. 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 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 subpoena, judicial or governmental order, or the California Public Records Act provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order or disclosure. At the termination of this Agreement, all Proprietary Information will be returned to the Disclosing Party, destroyed or erased (if recorded on an erasable storage medium), together with any copies thereof, when no longer needed for the purposes above, or upon request from the

Disclosing Party, and in any case upon termination of the Agreement. Notwithstanding any termination, all confidentiality obligations of Proprietary Information that is trade secret shall continue in perpetuity or until such information is no longer trade secret.

5.2 Usage Restrictions on Flock IP. Flock and its licensors retain all right, title and interest in and to the Flock IP and its components, and Customer acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by this Agreement.

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

5.3 Disclosure of Footage. Subject to and during the Retention Period, and in compliance with all Applicable laws, Flock may access, use, preserve and/or disclose the Footage to law enforcement authorities, government officials, and/or third parties, if legally required to do so or if Flock has a good faith belief that such access, use, preservation or disclosure is reasonably necessary to comply with a court order, subpoena, or Applicable Laws, legal process, enforce this Agreement, or detect, prevent or otherwise address an actual security breach, crime of fraud, or emergency situations where there is an actual threat to public health or safety.

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 shall use reasonable efforts 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, except a claim that any Flock Hardware installed by Flock is not properly functioning. 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.

7. TERM AND TERMINATION

7.1 Term. Unless sooner terminated as provided herein, the initial term of this Agreement shall be 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, 4, 5, 6, 7, 8.3, 8.4, 9, 11.1 and 11.6.

8. REMEDY FOR DEFECT; WARRANTY AND DISCLAIMER

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

8.2 Replacements. In the event that Flock Hardware is lost, stolen, or damaged, Customer may request a replacement of Flock Hardware at a fee according to the reinstall fee schedule (https://www.flocksafety.com/reinstall-fee-schedule). In the event that Customer chooses not to replace lost, damaged, or stolen Flock Hardware, Customer understands and agrees that Flock is not liable for any resulting impact to Flock service, nor shall Customer receive a refund for the lost, damaged, or stolen Flock Hardware. However, annual fees paid hereunder shall be reduced in proportion to the reduced functionality resulting from the reduction in 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 Service Level Guarantee. Flock understands and agrees that Customer is a public entity and that the Services are paid for with public funds. Therefore, in order to ensure accountability to the public and that the public is receiving the level of performance of online services for which public funds are being paid (“Guaranteed Service Levels”), Flock agrees that, unless otherwise agreed upon in writing, “Uptime Availability” of the Web Interface shall be not less than 99% over any calendar month period based on the following formula: “Scheduled Uptime” = the total minutes in the reporting month, minus the total minutes consumed by scheduled downtime for

maintenance or documented force majeure events. “Actual Uptime” means the total minutes in the reporting month that the Web Interface was actually available to Customer and Authorized End Users for normal use. “Uptime Availability” = (Actual Uptime/Scheduled Uptime) x 100.

Failure to maintain the Guaranteed Service Levels for any two consecutive month period shall constitute a material breach of this Agreement.

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

FLOCK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND FLOCK

DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT

LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER ONLY APPLIES TO THE EXTENT ALLOWED BY THE LAW OF THE STATE OF CALIFORNIA.

8.5 Insurance. Flock will maintain commercial general liability policies as stated in Exhibit B.

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 not caused by a party hereto, Notwithstanding the foregoing, nothing herein shall require Customer to pay for Services made unavailable by any force majeure.

9. LIMITATION OF LIABILITY; INDEMNITY

9.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY,

FLOCK, ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND

EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY

SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED

THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY: (A) FOR LOSS OF REVENUE, BUSINESS OR BUSINESS INTERRUPTION; (B) INCOMPLETE, CORRUPT, OR INACCURATE DATA; (C) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (D) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (E) FOR ANY MATTER BEYOND FLOCK’S ACTUAL

KNOWLEDGE OR REASONABLE CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY TO CAPTURE FOOTAGE; OR (F) FOR ANY AMOUNTS

THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS,

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

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

THIS LIMITATION OF LIABILITY OF SECTION ONLY APPLIES TO THE EXTENT

ALLOWED BY THE GOVERNING LAW OF THE STATE REFERENCED IN SECTION

11.6. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE FOREGOING

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

NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II) INDEMNIFICATION OBLIGATIONS. THIS SECTION 9.1 SHALL NOT APPLY TO, AND NOTHING IN THIS SECTION 9.1 SHALL LIMIT, FLOCK’S LIABILITY ARISING OUT OF ANY INDEMNITY OR INSURANCE PROVISION OR OBLIGATION HEREIN.

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, stop notices, costs (including defense) and expenses, on account of: (i) any alleged or actual infringement of any intellectual property or proprietary right, any copyrighted material, patented or unpatented invention, articles, device or appliance manufactured or used in the performance of this Agreement or related to the Flock Services; or (ii) any damage, injury, or death to any person or any damage to property to the

extent directly caused by Flock’s installation of Flock Hardware by Flock, or any of Flock’s employees, agents, or contractors, except for where such damage or injury was caused solely by the negligence of the Customer or its agents, officers or employees. Should Customer or any Authorized End User be prevented from using the Flock Services or any of the Flock Hardware as a result of any such infringement claim or violation, at Flock’s expense, Flock shall (i) obtain all rights for Customer and Authorized End Users to utilize the Services and/or Flock Hardware; (ii) provide alternate services or hardware providing substantially the same functionality; or (iii) refund all amounts prepaid to Flock, remove all Flock Hardware, and restore each Flock Hardware site to its original condition, reasonable wear and tear excepted.

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, unless otherwise necessary in order to protect the public health or safety, or to safeguard Flock Hardware until retrieval by Flock. 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 for not less than sixty (60) days after receipt of written demand by Flock, Flock may remove Flock Hardware at Flock’s discretion and Flock shall restore all Customer property to substantially its original condition, wear and tear excepted. Such removal, if made by Flock, shall not be deemed a waiver of Flock’s rights to any damages Flock may sustain as a result of Customer’s default and Flock shall have the right to enforce any other legal remedy or right.

10.2 Deployment Plan. Flock shall advise Customer on the location and positioning of the Flock Hardware for optimal product functionality, as conditions and locations allow. Flock will collaborate with Customer to design the strategic geographic mapping of the location(s) and implementation of Flock Hardware to create a deployment plan (“Deployment Plan”). In the

event that Flock determines that Flock Hardware will not achieve optimal functionality at a designated location, Flock shall have final discretion to veto a specific location, and will provide alternative options to Customer. Customer may also reject any location proposed by Flock, without penalty. Customer hereby grants Flock a right of entry in and onto Customer’s property to perform Installation Services. Flock understands and agrees that, since LASD shall be the operator of the Flock Equipment and shall have exclusive possession and control over the Footage, Customer will assist Flock as reasonably necessary to enable Flock to make any necessary physical, including electronic, connections to LASD facilities. Notwithstanding any other provision herein, Customer’s obligation to commence payment of subscription fees shall not commence unless and until LASD is fully capable of receiving the Footage.

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, and in compliance with All Applicable Laws including, but not limited to, the current California Building Code and California Electrical Code. Upon termination or expiration of this Agreement Flock Hardware shall be removed and, 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 Laws including all applicable local, state and federal laws, regulations, policies and ordinances and their associated record retention schedules, including responding to any subpoena request(s). If applicable, Flock shall comply with all California Labor Code requirements related to “public works” projects.

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. Customer shall not be bound by the terms of any “click-through” end user license or similar online agreement unless provided to and approved in writing in advance by Customer. In the event of any conflict of terms found in this Agreement or any other terms and conditions, the terms of this Agreement shall prevail. Customer agrees that Customer’s purchase is neither

contingent upon the delivery of any future functionality or features nor dependent upon any oral or written comments made by Flock with respect to future functionality or feature.

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

11.6 Governing Law; Venue. This Agreement shall be governed by the laws of the State of California. The Parties hereto agree that venue would be proper in the Superior Court for the County of Los Angeles , California, or the U.S. District Court for the Central District, State of California. 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. Provided Customer’s written consent is first obtained, 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, 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.

11.10 Export. Customer may not remove or export from the United States or allow the export or re-export of the Flock IP or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign Customer or authority. As defined in Federal Acquisition Regulation (“FAR”), section

2.101, the Services, the Flock Hardware and Documentation are “commercial items” and

according to the Department of Defense Federal Acquisition Regulation (“DFAR”) section 252.2277014(a)(1) and are deemed to be “commercial computer software” and “commercial computer software documentation.” Flock is compliant with FAR Section 889 and does not contract or do business with, use any equipment, system, or service that uses the enumerated banned Chinese telecommunication companies, equipment or services as a substantial or essential component of any system, or as critical technology as part of any Flock system.

Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

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.

These Terms and Conditions are subject to change upon written agreement of the parties.

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.

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

CITY OF MAYWOOD FLOCK GROUP, Inc.
___________________________________ ________________________________ Jennifer Vasquez, City Manager Name___________________________ Date________________________________ Title____________________________ Date____________________________
ATTEST:
___________________________________
Daisy Guerrero, Deputy City Clerk

APPROVED AS TO FORM
__________________________________
Roxanne Diaz, City Attorney

FLOCK NOTICES ADDRESS:
1170 HOWELL MILL ROAD, NW SUITE 210
ATLANTA, GA 30318
ATTN: LEGAL DEPARTMENT
EMAIL: [email protected]
Customer NOTICES ADDRESS:

ADDRESS:

ATTN:

EMAIL:

EXHIBIT A

ORDER FORM

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

Evan Sandler
[email protected]
+19493552100

EXHIBIT A

ORDER FORM
Customer: CA - City of Maywood Initial Term: 60 Months
Legal Entity Name: CA - City of Maywood Renewal Term: 24 Months Accounts Payable Email: [email protected] Payment Terms: Net 30 Address: 4319 E Slauson Ave Maywood, California 90270 Billing Frequency: Annual Plan - First Year Invoiced at Signing.

Retention Period: 30 Days
Hardware and Software Products
Annual recurring amounts over subscription term
Item Cost Quantity Total
Flock Safety Platform $12,000.00
Flock Safety LPR Products
Flock Safety Falcon ® Included 4 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 1 $650.00 Professional Services - Existing Infrastructure
Implementation Fee $150.00 3 $450.00
Subtotal Year 1: $13,100.00
Annual Recurring Subtotal: $12,000.00
Estimated Tax: $0.00
Contract Total: $61,100.00
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.

Billing Schedule
Billing Schedule Amount (USD)
Year 1
At Contract Signing $13,100.00
Annual Recurring after Year 1 $12,000.00
Contract Total $61,100.00
*Tax not included

Product and Services Description
Flock Safety Platform Items Product Description
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.

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

FLOCK GROUP, INC. Customer: CA - City of Maywood
By:
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Title:
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Title:
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Date:
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Date:
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PO Number:

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, all required insurance limits by Customer can be met through a combination of primary and excess/umbrella coverage. The commercial general, umbrella or excess liability and the automobile liability policies shall contain an endorsement naming City of Maywood and the County of Los Angeles, and their elected and appointed officials, officers, employees and agents as additional insureds. The insurance policies required herein shall apply on a primary non-contributing basis in relation to any other insurance or self-insurance available to City. Any insurance or self-insurance maintained by City shall be in excess of Contractor’s insurance and shall not contribute with it.

In addition, Flock hereby waives all rights of subrogation against City.

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;
(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).

EXHIBIT C

CUSTOMER IMPLEMENTATION GUIDE

WILL BE PROVIDED UPON APPROVAL

OF THE AGREEMENT

AGENDA REPORT

CITY OF MAYWOOD
AGENDA ITEM NO. 17.

DATE: February 26, 2025
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: JENNIFER VASQUEZ, CITY MANAGER
BY: CLAUDIA ZAVALA, COMMUNITY SERVICES SUPERVISOR
SUBJECT: CONSIDERATION OF APPROVING RECREATION PROGRAMMING FOR MAYWOOD

RESIDENTS AT THE SOUTHEAST RIO VISTA YMCA (YMCA), IN THE AMOUNT OF $76,380
RECOMMENDATION:

Staff recommends that the City Council consider approval of the proposed programming in an amount of $76,380 for Maywood residents at the YMCA.

BACKGROUND:

On February 28, 2024, the City City Council approved financial assistance for Maywood residents to access swim lessons, open swim opportunities, water aerobics, youth sports, summer day camp and summer family camp. The budget for the spring and summer programming totaled $88,814.

The following provides a summary of the budget allocated, and the actual funds expended for the spring and summer 2024 programming:

Program Allocated Actual
Swim Lesson Sessions (Saturdays)
April-October | $60 per participant
280 lessons x $60 = $16,800
40 participants each session/month
228 lessons x $60 = $13,680
Summer Day Camp
$89 per participant for 1 week
$109 per participant for 7 weeks
Note: Some campers did not register for
the full 8-week program. Discount for 1
week (4th of July closed) at $89 for that
week.
50 campers x 8 weeks = $39,600
Total weeks per 50 campers = 400 weeks
35 campers registered for 1 week:

Total weeks: 35 | Rate: $89 | Cost: $3,115
35 campers registered for 2 weeks:

Total weeks: 70 | Rate: $109
Cost: $7,630
41 campers registered for 6 weeks:

Total weeks: 195 | Rate: $109
Cost: $21,255
Total Cost: $32,000
Family Summer Camp - $645 per family 15 families x $645 = $9,675 2 busses = $6,800
$9,675 + $6,800 = $16,925
Water Aerobics: July -September
50 total staff hours worked
Instructor Rate - $20/hour (2hrs)
AQ Clerk Rate - $16.78/hour (2 hours)
Lifeguard Rate - $18/hour (2 hours)
$20/hour x 50 total hours = $1000
$16.78/hour x 50 total hours = $839
$18/hour x 50 total hours = $900
Total Cost - $2,739
$20/hour x 50total hours = $1000
$16.78/hour x 50 total hours = $839
$18/hour x 50 total hours = $900
Total Cost - $2,739

Youth Sports League
(25 participants/sports)
Dodgers Dreamteam Spring $25
Dodgers Dreamteam Summers $25
Jr. Clippers Basketball I & II $80
Jr. Galaxy Soccer $60
Dodgers Dreamteam Spring:
$25 x 25 = $625
Dodgers Dreamteam Summer:
$25 x 25 = $625
Jr. Clippers Basketball 1 & II:
$80 x 25 = $2,000
Jr. Galaxy Soccer: $60 x 25 = $1,500
Total Cost - $4,750
Dodgers Dreamteam Spring:
$25 x 7 = $175
Dodgers Dreamteam Spring:
$25 x 20= $500
Jr. Clippers Basketball 1 & II:
$80 x 15 = $1200
Jr. Galaxy Soccer $60 x 13 = $780
Total Cost - $2,655
Family Swim - April - September 2024 1000 passes x $4 pass = $4,000 992 passes sold x $4 = $3,968 Total Cost - $84,812 Total Cost - $71,967
DISCUSSION:

In preparation for the upcoming spring/summer season, staff has worked with the YMCA to develop and create the following programming to be considered by the City Council:

Family Swim
Dates/Days/Hours Number of Passes Cost Per Participant Total April - September 2025
Monday- Friday 12:30-4:30
PM
Saturdays 12:30 - 4:00 PM
900 $4.00 900 x $4 = $3,600
Swim Lessons
Classes are offered for various age groups, including parent-and-child sessions for ages 6 to 36 months, youth swim lessons for ages 3 to 12, and teen and adult lessons for ages 13 and up.

Dates Scholarships/Session Cost Per Participant Total
Session 1:March 8 – 29
Session 2: April 5 – 26
Session 3: May 3 – 31
Session 4: June 7 – 28
Session 5: July 5– 26
Session 6: August 2 – 30
Session 7: September 6 – 27
Session 8: October 4 – 25
Saturdays Only
30 scholarships/session
8 sessions
$70 per participant 30 x $70 = $2,100 per session
8 x $2,100 = $16,800
Summer Day Camp
Summer Day Camp at the YMCA will be available Monday through Friday, 8:00 a.m. - 4:00 p.m. for children 5 - 12 years.

Dates Number of Campers Cost Per Camper Total
June 16 - August 8, 2025
(8 week)
40 campers x 8 weeks = 320
weeks
1 week (Holiday) @
$89/camper
7 weeks @ $109/camper
40 campers x 1 week x $89 =
$3,560
40 campers x 7 weeks x $109
= $30,520
Total Cost = $34,080
Family Summer Camp
The price covers 2 nights, 4 meals and lodging. Transportation fees are not included. Two (2) buses have been budgeted to accommodate a maximum of 75 participants. If transportation by bus is not required, no charges will be applied to the City. Tentative dates will be the end of July or first weekend of August 2025 (Friday thru Sunday).

Number of Families Cost Per Family Cost for Charter Bus Total 15 families $690 cost per family Two(2) charter buses at $3,400 $690 x 15 = $10,350

each $3,400 x 2 = $6,800
Total cost = $17,150
Sports Program
Age groups include 5-6, 7-8, 9-10, and 11-12 years old. To ensure Maywood residents without a YMCA membership can participate, the YMCA will reserve 25 spots in each league exclusively for them.

League Cost Per Participant Number of Participant Total Dodgers RBI Spring $25 25 $25 x 25 = $625
Dodgers RBI Summer $25 25 $25 x 25 = $625
LA Galaxy Soccer (Fall) $60 25 $60 x 25 = $1,500
Jr. Clippers Basketball (Fall) $80 25 $80 x 25 = $2,000 Total for 100 participants =
$4,750
Water Aerobics
This year, the YMCA has decided to offer Water Aerobics as part of the summer programming at no cost to the City.

The program will continue to run twice a week from July through September 2025.

Total Programming Cost- $76,380
LEGAL REVIEW:

The City Attorney has reviewed this report.

FISCAL IMPACT:

Sufficient funds are available, with $19,170 appropriately budgeted in the Local Fiscal Recovery Act Fund (273) for FY 2024-25. The remaining $57,210 for FY 2025-26 will be allocated in the General Fund budget for that fiscal year.

Funds for Fiscal Year 2024-2025: $19,170
Program Total
Family Swim - April through June 3 months - 200 participants @ $4 each = $800 Swim Lessons - March through June 4 session @ $2,100 per session = $8,400 Summer Day Camp - June 40 campers for 2 weeks = $8,720
Youth Sports League - March & June Dodgers Dreamteam Program Spring & Summer = $1,250 F.Y. 24-25 Impact: $19,170 Current F.Y. Budget: 2024-2025 Fund Impacted: Budget adjustment requested: n/a
Source of funds: Updated Account Budget: $0
Account Number: For fiscal year: 24/25
Funds used for Fiscal Year 2025-2026: $57,210
Program Total
Family Swim - July through September 3 months - 700 participants @ $4 each =$2,800 Swim Lessons - July through October 4 session @ $2,100 per session = $8,400 Summer Day Camp July and August 40 campers for 5 weeks = $21,800 40 campers for 1 week @ $89 = $3,560

Family Summer Camp - August 15 families plus 2 buses = $17,150 Sports Program - September & October Soccer Fall & Basketball = $3,500 F.Y. 25-26 Impact: $57,210 Current F.Y. Budget: 2025-2026 Fund Impacted: Budget adjustment requested: n/a
Source of funds: Updated Account Budget: $0
Account Number: 611 For fiscal year: 2025/2026

ATTACHMENT(S)

AGENDA REPORT

CITY OF MAYWOOD
AGENDA ITEM NO. 18.

DATE: February 26, 2025
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: JENNIFER VASQUEZ, CITY MANAGER
BY: RIMO HANSON, FINANCE DIRECTOR

RAUL HERRERA, SENIOR ACCOUNTANT
SUBJECT: FISCAL YEAR 2024-2025 MID-YEAR BUDGET REPORT AND CONSIDERATION TO APPROVE RESOLUTION NO. 6404 TO AMEND THE FISCAL YEAR 2024-2025 BUDGET
RECOMMENDATION:

Staff recommends that the City Council:

1. Receive, discuss, and file the fiscal year (FY) 2024-2025 Mid-Year Budget Report.

2. Approve the following appropriations adjustments for the fiscal year 2024-2025:
a) General Fund (100) Total Revenues increased by $209,935; b) General Fund (100) Total Expenditures decreased by ($444,557); and c) Net Transfers In/Out from Local Fiscal Recovery Fund 273 to General Fund 100 is $1,058,136.

BACKGROUND:

The Mid-Year Budget Review Report provides an assessment of the City’s budget condition in the current fiscal year as compared to the FY 2024-2025 actual performance during the first six months of FY 2024-2025.

Projections are determined by historical trends, revenue received in the current year, anticipated business growth, as well as consulting with experts. For reporting and budget review purposes, the City’s General Fund comprises three funds: General Fund (100), Local Fiscal Recovery Fund (273) and Pension Retirees Fund (711).

DISCUSSION:

General Fund (100)
On June 26, 2024, the City adopted the FY2024-2025 General Fund Budget. Revenues were budgeted at $13.19 million, and expenditures were budgeted at $12.81 million. At mid-year, the revenues are projected to be $13.4 million, and the expected expenditures are $12.36 million excluding the Net Transfers In/Out between General Fund 100 and Local Fiscal Recovery Fund 273 of $1,058,136. Overall, the mid-year General Fund net revenues over expenditures before Transfers-In from the Local Fiscal Recovery Fund is $1.04 million. The estimated Fund Balance at 6/30/25 including the Transfers-In is $15.35 million.

General Fund 100 Projection Summary & Estimated Fund Balance General Fund 100 FY 2024-25 Adopted Increases/(Decreases) FY 2024-25 End of Year Projection
Estimated Begin Fund Balance at
7/1/2024
$13,249,650
Revenues $13,194,145 $209,935 $13,404,080
Expenditures 12,805,707 (444,557) 12,361,150
Surplus/(Deficit) 388,438 654,492 1,042,930
Transfers-In (from Local Fiscal Recovery
Fund 273)*
- 1,058,136 1,058,136
Estimated Ending Fund Balance at
6/30/25
$388,438 $1,712,628 $15,350,716
Local Fiscal Recovery Fund (273)
The City received a one-time allocation from the American Rescue Plan Act (ARPA) of $6,452,515 in Fiscal Year 2022. Each year, the City has drawn down from the funds to support various budgeted projects and programming.

The estimated beginning fund balance on 7/1/2024 is $2.89 million. For Fiscal Year 2024-25, budgeted expenditures were $1.75 million at adoption and were revised at mid-year to $1.83 million. After including the Net Transfers-Out of $1.06 million, the Fund Balance estimated at 6/30/25 is zero.

Local Fiscal Recovery Fund 273 Projection Summary & Estimated Fund Balance Local Fiscal Recovery Fund (273) FY 2024-25 Adoption Increases/(Decreases) FY 2024-25 End of Year Projection
Estimated Begin Fund Balance at 7/1/24 $ 2,885,916
Revenues - - -
Expenditures $ 1,745,636 $82,144 $1,827,780
Transfers Out-(to General Fund 100)* 1,058,136
Surplus/(Deficit) (1,745,636) (82,144) (2,885,916)
Estimated Fund Balance at 6/30/25 $- $- $-
*-The City follows the US Federal Treasury for State and Local Fiscal Recovery requirement. On April 22, 2024, the final interim ruling was issued, and the City is in full compliance with the reporting standard after making the necessary adjustments.

Pension Retirees Fund (711)
Pension Retirees Fund (711) estimated fund balance on 7/1/2024 is $703,769. There were no adjustments during the mid-year budget review. The estimated fund balance on 6/30/25 is $540,334.

Pension Retirees Fund 711 Projection Summary & Estimated Fund Balance FY 2024-25 Adopted Increases/(Decreases) FY 2024-25 End of Year Projection
Estimated Begin Fund Balance at 7/1/24 $703,769
Revenues $1,300,000 $- $1,300,000
Expenditures 1,463,435 - 1,463,435
Surplus/(Deficit) (163,435) - (163,435)
Estimated Ending Fund Balance at
6/30/25
$- $- $540,334
Revenues:

General Fund (100)
The General Fund (100) is the City's primary fund with taxes and major user fees funding basic public services.

General Fund revenues are categorized into six (6) types: Taxes, License and Permits, Charges for Services, Fines and Forfeitures, Miscellaneous Revenues and Transfers. The detailed increases/(decreases) of the General Fund (100), Local Fiscal Recovery Fund (273), and Pension Retirees Fund (711) are described as follows:

General Fund (100)
FY 2023-24
Actuals
(Unaudited)
FY 2024-25
Adopted
FY 2024-25
Increases/
(Decreases)
FY 2024-25
Projected
Budget
Mid-Year FY
2024-25 (Actual
As of 12/31/24)
Taxes $6,817,842 $6,680,223 ($130,458) $6,549,770 $1,665,163 Licenses & Permits 4,210,547 4,303,257 42,783 4,346,040 216,529 Charges for Services 556,839 458,560 103,000 561,560 164,442 Fines and Forfeitures 772,866 646,000 34,000 680,000 280,506 Miscellaneous Revenue 816,817 610,400 160,600 771,000 275,366 Transfers-In 53,072 495,705 - 495,705 -
Total General Fund Revenue 13,227,983 13,194,145 209,935 13,404,080 2,602,006 Transfers-In (from Local Fiscal Recovery Fund 273) 2,836,032 - 2,559,620 2,559,620 2,559,620 General Fund Revenue & Transfers-In (LFRF)273 $16,064,015 $13,194,145 $2,769,555 $15,963,700 $5,161,626 Local Fiscal Recovery Fund (LFRF) (273)
Revenues:

Transfers In-General Fund (100) $- $- $1,501,484 $1,501,484 $- Pension Retirees Fund (711)
Revenues:

Pension Tax Levy $1,355,621 $1,300,000 $- $1,300,000 $196,892 Combined General Fund Revenue (100,273 & 711) $17,419,636 $14,494,145 $4,271,039 $18,765,184 $5,358,518 Tax Revenues
The City’s largest revenue source is taxes. Revenue from this source is expected to decrease by ($130,453) due mainly to a decrease of ($179,000) in Sales & Use Tax and Cannabis Sales Tax of ($100,000). This decrease is offset by an increase in Utility Users Tax which is expected to be $150,000 higher than budgeted amount.

Licenses and Permits
Licenses and Permits are projected to be $42,783 higher as compared to the budgeted amount. This is primarily due to small increases expected from business license tax and vehicle license fee excess of $28,220 and from various permits, totaling $14,570.

Charges for Services
Charges for Services are expected to increase by $103,000 due to an increase from Collector fee of $40,000 and Plan Check fees of $12,000, which were conservatively estimated at budget adoption. In addition, the City is expected to receive approximately $50,000 from the rental registry. This is the first year where this fee is being imposed, and it is likely the City will not see the full amount collected as property owners are still being educated on this requirement and staff has limited capacity for enforcement at this time. This fee is related to the City's rent stabilization ordinance.

Fines and Forfeitures
Fines and Forfeitures increased by $34,000, the following categories have increased: $6,000 in Apartment & Business License penalties, $18,000 in parking citations and $10,000 in Court collections.

Miscellaneous Revenues
Miscellaneous revenue, including interest income, donations, and other reimbursements increased by $160,600.

The largest increase is in interest income from the City's investment in the Local Agency Investment Fund (LAIF).

The account has an increase of $95,000. Refunds & Reimbursements increased by $40,000 and donations increased by $25,000 due to the City receiving various donations for the State of the City and additional donations for the Centennial Celebration.

Transfers
The transfers were made to comply with the US Federal Treasury Local Fiscal Recovery requirement.

Expenditure:

General Fund (100)
At mid-year, General Fund (100) total expenditures before Transfers-Out to Local Fiscal Recovery Fund 273 are projected at $12.36 million, which is $444,557 lower than the budgeted amount of $12.81 million. Below are explanations of the major increases/(decreases) by Department.

General Fund (100)
FY 2023-24
Actual
Expenditures
FY 2024-25
Budget
FY 2024-25
Increases/
(Decreases)
FY 2024-25
Projected
Budget
FY 2024-25
Expenditures as
of 12/31/24
Personnel Costs $1,931,806 $2,216,978 ($139,758) $2,077,220 $977,303 Non-Personnel & CIPs Costs
City Council $23,090 $55,900 ($19,900) $36,000 $19,300
City Administration 115,675 152,000 34,500 186,500 81,008 City Clerk 44,792 151,770 (26,220) 125,550 24,741
Finance 191,475 144,900 (2,200) 142,700 61,333
Human Resources 493,898 769,400 (32,900) 736,500 557,734 Community Services 112,786 268,800 49,320 318,120 240,571 General Government 7,100,466 8,056,184 (695,644) 7360,540 3,708,047 Building & Planning 337,954 345,035 119,965 464,500 144,463 Public Works 1,665,104 644,740 268,280 913,020 280,500
Total Non-Personnel & CIPs Costs $10,085,240
$10,588,729 ($304,799) $10,283,930 $5,117,697
Total Personnel, Non-Personnel, & CIPs Costs
$12,017,046 $12,805,707 ($444,557) $12,361,150 $6,095,000 Transfers-Out (to Local Fiscal Recovery Fund 273) $- $- $1,501,484 $1,501,484 $- Total General Fund Expenditures $12,017,046 $12,805,707 $1,056,927 $13,862,634 $6,095,000 General Fund (100) Personnel Services Cost
Total Personnel Services expenditures have decreased by ($139,758), primarily due to cost savings from vacant positions. Currently, there are five vacancies: Director of Building & Planning, Assistant Planner, Administrative Assistant, Code Compliance Officer, and Housing staff. As part of our commitment to maintaining excellence within the Public Works Department, we are addressing operational needs and leadership capacity by budgeting for a Public Works Lead position. This adjustment is driven by turnover and the evolving needs of the Department. To support this, our mid-year budget includes a total salary increase of $22,700 for the Lead position, allocated as follows: $2,300 to the Public Works General Fund, $13,500 to the Gas Tax Fund, and $6,900 to Measure M. This increase is factored into the overall personnel cost savings of ($139,758).

General Fund (100) Non-Personnel Services Cost
Total General Fund (100) Non-Personnel costs were down by ($304,799) before transfers-out to Local Fiscal Recovery Fund.
• City Administration Department increased by $34,500 due to expected Animal Control Services with the County. Based on the actual expenditures incurred through January 31, 2025, the increase is expected to be $50,000 higher than budgeted amount of $123,000.
• City Clerk division anticipates a decrease of ($26,220) due to savings from election services. • Human Resources Division is expected to decrease by ($32,900). This decrease is mainly due to a decrease of $60,000 from Public Liability Insurance. This is despite an increase in legal services of $35,000,
• Community Services Division is expected to increase by $49,320. Community Events costs increased by $50,300. This budget includes various events that the City sponsors for the community, including the City's Centennial Celebration.
• General Government Division decreased by ($695,644). The Los Angeles County Sheriff's contract was overestimated by $683,036 due to lack of clarity on the contract's estimated calculation. • The Building & Planning Department increased by $119,965. Temporary services are added to the mid-year budget of $127,000 to fill the vacancies for the Director of Building & Planning and Assistant Planner

positions.
• Public Works Department increased by $268,280. Contractual services were up by $202,500 due to the City reclassifying the Successor's Agency's property demolition of $136,160 and $54,000 for real estate project management disposition services. The City included both the demolition and the project management disposition services costs in the ROPS FY25-26 and is waiting for approval from the Department of Finance. If this is approved these expenditures will be transferred back to the Successor Agency. In addition, Street Lighting Maintenance was increased by $62,000 for the City's portion of the maintenance effort required by the State of California.

Local Fiscal Recovery Fund (273)
At mid-year, total expenditure increased by $82,144 due to an increase in the window replacement project. After requesting for proposals twice, staff needed to recommend an increase of $60,000 for the project. In addition, the City is required to provide a match of $22,940 for the Climate Action, Adaptation, and Resilience Plan. This amount was originally budgeted in the General Fund, but after staff's review of all appropriations approved after the initial budget was adopted it was found that the City Council at the 8/28/24 Council Meeting had approved the match to be funded by the Local Fiscal Recovery Fund.

Local Fiscal Recovery Fund (273)
FY 2023-24
Actual
Expenditures
FY 2024-25
Budget
FY 2024-25
Increase/
(Decreases)
FY 2024-25
Projected
Budget
FY 2024-25
Expenditures as
of 12/31/24
Personnel Cost $70,300 $111,217 $3 $111,220 $50,353
Non-Personnel Cost 418,281 1,634,419 82,141 1,716,560 301,550 Total Local Fiscal Recovery Fund Expenditures 488,581 - 82,144 1,827,780 351,903 Transfers-Out (to General Fund) 2,836,032 1,745,636 2,559,620 2,559,620 2,559,621 Total Expenditures including Transfers-Out $3,324,613 $1,745,636 $2,641,765 $4,387,400 $2,911,524 Pension Retirees Fund (711)
The City budgeted $1,463,435 for payment to the Pension Obligation Bonds 2021 debt and the Calpers unfunded liabilities. There is no adjustment at mid-year.

Pension Retirees Fund (711) FY 2023-24 Actual
Expenditures
FY 2024-25
Budget
FY 2024-25
Increases/
(Decreases)
FY 2024-25
Projected
Budget
FY 2024-25
Expenditures as of
12/31/24
Expenditures $1,020,218 $1,463,435 $- $1,463,435 $710,950 LEGAL REVIEW:

The City Attorney has reviewed this report.

FISCAL IMPACT:

The General Fund (100) surplus at the end of the year is estimated to be $1,042,930. The estimated combined General Funds (100, 273 & 711) ending fund balance at 6/30/25 is $15,891,050.

ATTACHMENT(S)

1. Resolution No. 6404 Mid-Year Budget Amendments

2. Attachment 1 Combined General Funds Revenue Mid-Year 2425

3. Attachment 2 Combined General Funds Expenditures Mid-Year 2425

RESOLUTION NO. 6404

A RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF MAYWOOD, CALIFORNIA,
AMENDING THE FISCAL YEAR 2024-2025
BUDGET
WHEREAS, the City Council adopted the Fiscal Year 2024-2025 budget on June 26, 2024, for the General Fund via Resolution No. 6359; and WHEREAS, the midyear analysis of Fiscal Year 2024-2025 has been performed and staff recommends additional expenditure appropriations based upon the mid-point of the Fiscal Year; and
WHEREAS, a Midyear analysis of FY2024-2025 has been performed and staff recommends Revenue Projections as follows: General Fund (100) of $13,404,080; and Pension Retirees Fund (711) of $1,300,000. (Attachment 1); and WHEREAS, a Midyear analysis of FY2024-2025 has been performed and staff recommends Appropriations as follows: General Fund (100) of $12,361,150; Local Fiscal Recovery Fund (273) of $1,827,780; and Pension Retirees Fund (711) of $1,463,435. (Attachment 2); and
WHEREAS, a Midyear analysis of FY2024-2025 has been performed and staff recommends A net Transfers-In/Out between the Local Fiscal Recovery Fund (273) and the General Fund (100) of $1,058,136. (Attachment 1 & 2) WHEREAS, the City Council has determined it necessary to amend the Fiscal Year 2024-2025 budget.

NOW, THEREFORE, BE IT RESOLVED, THE CITY COUNCIL OF THE CITY OF MAYWOOD DOES RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS:

Section 1. The following amendments to the City’s Fiscal Year 2024-2025 budget are hereby approved and staff is hereby directed to make the appropriate revisions to the City’s Fiscal Year 2024-2025 budget; and Section 2. This Resolution shall take effect immediately upon its adoption by the City Council, and the City Clerk shall attest to and certify the vote adopting this Resolution.

Section 3. The City Clerk shall certify the adoption of the resolution and shall cause a certified resolution to be fille din the book of original resolutions.

PASSED, APPROVED AND ADOPTED THIS 26th day of February 2025.

Mayra Aguiluz, Mayor
ATTEST: APPROVED AS TO FORM:

Daisy Guerrero, Deputy City Clerk Roxanne Diaz, City Attorney

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

CITY OF MAYWOOD
I, Daisy Guerrero, Deputy Clerk of the City of Maywood, County of Los Angeles, State of California, do hereby certify that the foregoing Resolution, being Resolution No. 6404, was duly passed, approved by not less than three members of the City Council of the City of Maywood, signed by the Mayor of said City, and attested by the City Clerk, all at a regular meeting of the City Council held on the 26th day of February 2025, that it was duly posted and that the same was passed and adopted by the following vote, to wit:

AYES:

NAYES:

ABSENT:

ABSTAINED:

Daisy Guerrero, Deputy City Clerk

Attachment 1
FY 2024-25 Combined General Funds Revenue Summary
General Fund FY 2023-24
Actual
FY 2024-25
Adopted
FY 2024-25
Increase/
Decrease
FY 2024-25
Projected Budget
Mid-Year
FY 2024-25
(Actual As of
12/31/24)
Taxes:

Property Taxes $ 274,022 233,642 $ 23,438 $ 297,460 $ 127,420 $ Property Taxes-Successor Agency's
Passthrough & Residual 438,400 467,590
$ -
- 438,400
Sales & UseTax Revenue 2,335,201 2,383,481 $ (178,901) 640,192 2,156,300 Transient Occupancy Tax 105,000 112,002 $ (26,000) 23,634 79,000 Franchise Fee 260,000 258,100 $ - 12,466 260,000
Proprty TaxTransfer Tax (Real Estate) 18,223 16,000 2,000 $ 18,000 11,338 Prop 172: PublicSafety Sales Tax 101,600 99,906 $ (990) 31,995 100,610 Utility Users Tax 1,400,000 1,515,226 $ 150,000 623,749 1,550,000 Cannabis Sales Tax 1,750,000 1,729,672 $ (100,000) 194,369 1,650,000 Taxes Total $ 6,680,223 6,817,842 $ (130,453) $ 6,549,770 $ 1,665,163 $ Licenses & Permits:

Motor Vehicle License Fee (VLF) $ 3,639,513 3,540,038 $ (3) $ 3,639,510 $ - $ Vehicle License Fee Excess-State 31,000 31,047 8,620 39,620 - Business License Tax 240,000 263,742 16,000 256,000 22,311 SB1186 License Fee & Use for Construction 4,900 5,519 1,100 6,000 684 License Processing Fees 2,000 4,531 2,500 4,500 1,610
Public Works Permit Fees 150,000 114,605 - 150,000 71,809 Commercial Cannabis Renewal Fees 74,250 74,250 - 74,250 14,850 Fireworks Application Fee/Sales 194 194 (4) 190 -
Tobacco License/Garage Sale
Permits/Conditional/Land Use Permit 6,800 6,042 - 6,800 1,650 Apartment License 20,000 20,542 2,000 22,000 1,055
Building Permits 50,000 58,930 5,000 55,000 37,816
Plumbing Prmits 4,500 5,094 1,500 6,000 3,597
Electrical Permits 5,500 7,259 1,500 7,000 3,903
Mechanical Permits 4,000 3,588 - 4,000 1,427
Misc Building Permits 7,000 9,076 2,000 9,000 5,619
Occupancy Permits 600 1,195 570 1,170 1,166
Parking Permits 63,000 64,895 2,000 65,000 49,032
Licenses and Permits Total $ 4,303,257 4,210,547 $ 42,783 $ 4,346,040 $ 216,529 $ Charges for Services:

Collector Fee (Waste Mgmnt fee) 388,460 $ 310,000 $ 40,000 $ 350,000 $ 92,667 $ Pre-Sale Property Report Fee 1,980 1,800 400 1,650 2,200 Construction & Demolition Waste admin Fee 845 750 - 390 750 Leased Property Income 61,400 59,006 - 27,532 61,400
Vending Machine Revenue 300 315 - - 300
Assessment (Waste Mgmnt) - 1,372 - - -
Rents & Concessions 23,800 23,814 600 11,913 24,400
Copies, Maps, Gen, Plan,etc 10 7 - - 10
Plan Check Fees 58,000 78,975 12,000 30,290 70,000
Rental Registry Fee - - 50,000 - 50,000
Park & Rec Revenue 2,500 2,065 - - 2,500
Charges for Services Total $ 458,560 556,839 $ 103,000 $ 561,560 $ 164,442 $

Attachment 1
FY 2024-25 Combined General Funds Revenue Summary
General Fund FY 2023-24
Actual
FY 2024-25
Adopted
FY 2024-25
Increase/
Decrease
FY 2024-25
Projected Budget
Mid-Year
FY 2024-25
(Actual As of
12/31/24)
Fines and Forfeitures:

Penalties: Apt & Bus License $ 9,000 19,706 $ $ 6,000 $ 4,541 15,000 $ Parking Citations 412,000 481,007 18,000 172,416 430,000 Administrative Citations 5,000 3,100 - 3,600 5,000
SEMC: Court Collections (DMV) 220,000 269,053 10,000 99,949 230,000 Fines and Forfeitures Total $ 646,000 772,866 $ 34,000 $ 680,000 $ 280,506 $ Miscellaneous:

Compliance Program $ 45,000 45,000 $ $ - $ - 45,000 $
Interest Income 475,000 466,341 95,000 570,000 152,790
Miscellaneous Revenue 10,000 17,418 - 2,709 10,000
Refunds & Reimbursements 10,000 64,667 40,000 50,000 46,171 Credit Card Rebates 400 1,009 600 1,000 344
Good Corporate Citizen Prog 20,000 20,000 - - 20,000
Donations 50,000 48,979 25,000 75,000 73,352
County Reimbursement - 153,403 -
Miscellaneous Revenue Total $ 610,400 816,817 $ 160,600 $ 771,000 $ 275,366 $ Transfers In:

Supplemental Law Enforcement Fund 450,000 - - 450,000 - Successor's Agency Fund 611 45,705 53,072 5 45,710 -
Transfers In Total $ 495,705 53,072 $ 5 $ 495,710 $ - $ Total General Fund Revenue $ 13,194,145 13,227,983 $ 209,935 $ 13,404,080 $ 2,602,006 $ Transfers-In Local Fiscal Recovery Fund 273 - 2,836,032 2,559,620 2,559,620 2,559,620 Grand Total General Fund Revenues $ 13,194,145 16,064,015 $ 2,769,555 $ 15,963,700 $ 5,161,626 $ Local Fiscal Recovery Fund (273)
Transfers-In (from General Fund) $ - - $ 1,501,484 $ 1,501,484 $ - $ Local Fiscal Recovery Fund Revenues Total $ - - $ 1,501,484 $ 1,501,484 $ - $ Pension Retirees Fund (711)
Retiree Pension Levy $ 1,300,000 1,355,621 $ - $ 1,300,000 $ 196,892 $ Retiree Pension Revenues Total $ 1,300,000 1,355,621 $ - $ 1,300,000 $ 196,892 $ Combined General Funds Revenues (100,
273 & 711) $ 17,419,636 $ 14,494,145 $ 4,271,039 $ 18,765,184 $ 5,358,518

Attachment 2
FY 2024-2025 Combined General Funds Appropriations Summary 2023-24 2024-25 2024-25 2024-25 2024-25
Actual
Expenditures
Requested
Budget
Increases/
(Decrease)
Projected
Budget
Expenditures
as of 12/31/24
General Fund 100
Personnel Costs
City Council $ 70,738 $ 90,054 $ (4) $ 90,050 $ 34,884
City Administration 423,725 451,127 3 451,130 203,322
City clerk 25,838 68,191 (21,111) 47,080 13,763
Finance 433,392 550,321 (301) 550,020 259,057
Human Resources 282,955 311,201 (13,711) 297,490 136,506 Community Services 128,298 144,989 (899) 144,090 70,939 General Governmental - - - - -
Building & Planning 521,113 555,200 (131,980) 423,220 227,335 Public Works 45,747 45,895 28,245 74,140 31,497
Total Personnel Cost $ 1,931,806 $ 2,216,978 $ (139,758) $ 2,077,220 $ 977,303 Non Personnel and CIPs Costs
City Council $ 23,090 $ 55,900 $ (19,900) $ 36,000 $ 19,300 City Administration 115,675 152,000 34,500 186,500 81,008 City clerk 44,792 151,770 (26,220) 125,550 24,741
Finance 191,475 144,900 (2,200) 142,700 61,333
Human Resources 493,898 769,400 (32,900) 736,500 557,734 Community Services 112,786 268,800 49,320 318,120 240,570 General Governmental 7,100,466 8,056,184 (695,644) 7,360,540 3,708,047 Building & Planning 337,954 345,035 119,965 465,000 144,463 Public Works 1,665,104 644,740 268,280 913,020 280,500
Total Non Personnel and CIPs Costs $ 10,085,240 $ 10,588,729 $ (304,799) $ 10,283,930 $ 5,117,696 Total Personnel & Non Personnel and CIPs
Costs $ 12,805,707 12,017,046 $ (444,557) $ 12,361,150 $ 6,095,000 $ Transfers-Out (to LFRF 273) $ - $ - $ 1,501,484 $ 1,501,484 $ - Grand Total General Fund-Expenditures
including Transfers-Out $ 12,805,707 12,017,046 $ 1,056,927 $ 13,862,634 $ 6,095,000 $ Personnel cost $ 70,300 $ 111,217 $ 3 $ 111,220 $ 50,353 Non Personnel and CIPs Costs $ 418,281 $ 1,634,419 $ 82,141 $ 1,716,560 $ 301,550 TotalPersonnel & Non Personnel and CIPs
Costs $ 1,745,636 488,581 $ 82,144 $ 1,827,780 $ 351,903 $ Transfers-Out (General Fund 100) $ 2,836,032 $ - $ 2,559,620 $ 2,559,620 $ 2,559,621 Grand Total Local Fiscal Recovery Fund
Expenditures including Transfers-Out $ 1,745,636 3,324,613 $ 2,641,764 $ 4,387,400 $ 2,911,524 $ Pension Retirees Fund 711
Pension retirees expenditures $ 1,020,218 $ 1,463,435 $ - $ 1,463,435 $ 710,950 Total Combined General Fund (100,273 &
711) Expenditures $ 16,014,778 16,361,877 $ 3,698,691 $ 19,713,469 $ 9,717,474 $ Local Fiscal Recovery Fund (LFRF)273