San Bruno City Council
November 12, 2024

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3 The Award of Contract Policy adopted by the City Council on June 25, 2024, Resolution No. 2024-54, requires departments to utilize the General Services Agreement (GSA) for contracts.

This can present some difficulties with Software as Service (SAS) providers as they have established terms of service that all their customers are required to agree to. As such, Versaterm presented their contract and Staff have reviewed the contract terms and deemed them acceptable, through legal consultation with the City Attorney.

Therefore, staff recommends the City Council to authorize the City Manager to execute a contract with Versaterm, acknowledging the variance in terms from the City’s standard GSA, yet recognizing the invaluable merits and consonance with the department’s operational requisites.

FISCAL IMPACT:

The services provided via this contract are already budgeted in the Police Department’s FY2024-25 Operating Budget, and no additional appropriations are requested through this action.

ENVIRONMENTAL IMPACT:

The action is not a project subject to CEQA. City Council’s action is not considered a “Project” per CEQA Guidelines and therefore no further environmental analysis is required.

RECOMMENDATION:

Adopt a Resolution Authorizing City Manager to Sign Agreement with Versaterm Public Safety US, Inc for SPIDR Automated SMS Messaging Services.

ALTERNATIVES:

1. Decline to adopt the resolution. However, staff does not recommend this due to the negative impacts on Police/Community relations.

ATTACHMENTS:

1. Resolution

2. Versaterm Public Safety US, Inc Contract

3. Versaterm Statement of Work

3. Versaterm Service Schedule
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RESOLUTION NO. 2024 – ___

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN BRUNO AUTHORIZING THE

CITY MANAGER TO EXECUTE AN AGREEMENT WITH VERSATERM PUBLIC SAFETY US, INC. FOR SPIDR AUTOMATED SMS MESSAGING SERVICES AND TO TAKE OTHER

ACTIONS IN CONNECTION THEREWITH
WHEREAS, the City Council of San Bruno places a high priority on the efficient and effective communications between the Police Department and community members, recognizing that the Police Department plays a vital role in meeting the diverse needs of the community; and
WHEREAS, the Police Department of San Bruno caters to a diverse population with a wide array of needs and requirements, necessitating an efficient and dependable communications system capable of handling a broad range of outreach needs; and WHEREAS, the victims of relatively minor crimes in San Bruno desire to receive regular updates as to the efforts undertaken by the Police Department to resolve their cases; and WHEREAS, Police Department Patrol Officers seldom have the time to provide regular case status updates to victims of minor offenses; and
WHEREAS, implementation of a modern automated SMS messaging system capable of integrating with the Police Department’s CAD/RMS system would enable automated case updated messages to be sent to victims without additional work from Patrol Officers; and WHEREAS, after thorough consideration and evaluation, Versaterm Public Safety US, Inc has emerged as a distinguished provider of such a solution, renowned for their commitment to excellence, innovation, and tailored services for public safety; and WHEREAS, the partnership with Versaterm Public Safety US, Inc aligns with the City of San Bruno's strategic objectives to leverage industry-leading solutions, promote innovation in service delivery, and maintain the highest standards of accountability and transparency in policing practices.

NOW, THEREFORE, BE IT RESOLVED that the City Council hereby authorizes and empowers the City Manager to proceed with the execution of an agreement with Versaterm Public Safety US, Inc, in substantial form as is on file with the City Clerk, with such additional changes as deemed necessary or useful by the City Manager.

BE IT FURTHER RESOLVED that this resolution shall take effect immediately upon its approval by the City Council of San Bruno.
-oOo-
I, hereby certify that foregoing Resolution No. 2024-___ was introduced and adopted by the San Bruno City Council at a regular meeting on November 12, 2024, by the following vote:
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ATTACHMENT 1
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AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:
___________________________________
Lupita Huerta, City Clerk

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MASTER SOFTWARE AND SERVICES AGREEMENT
This Master Software and Services Agreement ("MSA") is made effective as of the date of the last signature set forth on the signature page hereto (the “Effective Date”):

BETWEEN:

City of San Bruno (hereafter referred to as "Customer") –and–
Versaterm Public Safety US, Inc., a corporation incorporated under the laws of the state of Delaware (hereafter referred to as "Versaterm")
Background
A. Versaterm (including its affiliates) develops, and licenses proprietary software related to public safety agencies.

B. The parties contemplate that from time-to-time Customer will wish to obtain, and Versaterm will provide, a license and associated services from Versaterm to permit Customer to such software and related materials, all of which shall be governed by the terms and conditions of this MSA.

NOW THEREFORE in consideration of the covenants contained in this MSA, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

1. Definitions.

For the purposes of this MSA, each Service Schedule and each Statement of Work, these terms will have the following meanings:

1.1 "Authorized User" means an employee, consultant, or contractor of Customer authorized by Customer to access and use the Services on Customer’s behalf.

1.2 "Confidential Information" means the Software, Customer Data and all ideas, designs, business models, databases, drawings, documents, diagrams, formulas, test data, marketing, financial or personnel data, technology, products, sales information, trade services, know-how customer or supplier information, including information provided by such customers or suppliers, or any other information already furnished or to be furnished or made available by one Party to the other, whether in oral, written, graphic or electronic form including any such information exchanged during informational sessions designated as confidential, including, without limitation, information concerning a Party's actual and potential customers and other Intellectual Property Rights of such Party, provided, however, that 133 of 172
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1 Confidential Information shall not include any data or information: (i) that, at the time of disclosure, is in or, after disclosure, becomes part of the public domain, through no act or failure on the part of the receiving Party, whether through breach of this Agreement or otherwise; (ii) that, prior to disclosure by the disclosing Party, was already in the possession of the receiving Party, as evidenced by written records kept by the receiving Party in the ordinary course of its business, or as evidenced by proof of actual prior use by the receiving Party; (iii) independently, custom developed by the receiving Party, by Persons having no direct or indirect access to the disclosing Party's Confidential Information provided that the receiving Party provides clear and convincing evidence of such independent development; (iv) which, subsequent to disclosure, is obtained from a third Person: (A) who is lawfully in possession of the such information; (B) who is not in violation of any contractual, legal, or fiduciary obligation to either Party, as applicable, with respect to such information; and (C) on a non-confidential basis; or (v) is further disclosed with the prior written consent of the disclosing Party, but only to the extent of such consent.

1.3 "Customer Data" means collectively any data, files, documentation, or other information: (i) that Customer or any of its Authorized Users may upload to Versaterm Platform when using the Services; and (ii) processed through the use of the Services, excluding Third Party Data and any Versaterm Data.

1.4 "Customizations" means all Customer-requested modifications made to the Software or User Documentation by or for Versaterm in accordance with the terms of a Service Schedule or Work Order, which shall be at Customer's expense.

1.5 "Enhancements" means any changes or additions to the Software, that improve functions, add new functions, improve performance, or corrects errors by changes in system design or coding, including but not limited to changes or additions that are made to the Software to provide substantial additional value or utility.

1.6 "Fees" means the Subscription Fees, the License Fees, the Maintenance and Support Fees, the Customization Fees and all other fees and charges charged by Versaterm under this MSA, any Service Schedule, any SOW, or any other attachment.

1.7 “Go-Live Date” means the date on which the Software is available for production use, as may be further defined in a Service Schedule or SOW.

1.8 "including" means "including without limitation" and is not to be construed to limit any general statement which it follows to the specific or similar items or matters immediately following it.

1.9 "Intellectual Property" means any property, tangible or intangible, that may be subject to Intellectual Property Rights, including without limitation, ideas, formulae, algorithms, concepts, techniques, processes, procedures, approaches, methodologies, plans, systems, research, information, documentation, data, data compilations, specifications, requirements, designs, diagrams, programs, inventions, technologies, software (including its source code), tools, products knowledge, know-how, including without limitation, trade secrets, and other materials or things.

1.10 "Intellectual Property Rights" means: (a) any and all proprietary rights anywhere in the world provided under: (i) patent law; (ii) copyright law, including moral rights; (iii) trademark law; (iv) design patent or industrial design law; (v) semiconductor

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1 chip or mask work law; (vi) trade secret law; (vii) privacy law; or (viii) any other statutory provision or common law principal applicable to this Agreement which may provide a right in either: (A) Intellectual Property; or (B) the expression or use of Intellectual Property; and (b) any and all applications, registrations, licenses, sub-licenses, franchises, agreements or any other evidence of a right in any of the foregoing.

1.11 “License Fees” means the fees charged by Versaterm in respect of the provision of Software to Customer on an on-premises basis, as further identified in a Service Schedule.

1.12 "Licensed Materials" means collectively the Versaterm Platform, Software, and the User Documentation.

1.13 "Maintenance Fees" means the fees charged by Versaterm in respect of maintenance and support services as further identified in a Service Schedule.

1.14 "Network Aggregator Provider" means a third party service provider that offers connectivity services to securely link separate networks.

1.15 “Open Source Software Components” means software programs, libraries, or distributables (commonly known as “public”, “open source” or “free” software) made publicly available by the copyright holders.

1.16 "Party" means either Customer or Versaterm and "Parties" means both.

1.17 "Person" means any individual, company, corporation, partnership, government or government agency, authority or entity howsoever designated or constituted.

1.18 "Point of Access" means Versaterm's, or its subcontractor's, border router, which is used to establish connectivity from the Versaterm Platform to Versaterm's, or its subcontractor's, internet provider, or the public internet.

1.19 “Professional Services” all professional services purchased by Customer in respect of the Subscription Services or use of Software (if installed on Customer’s premises) , including implementation services, data migration, specialized support, training services and any other services as further described in a Service Schedule or Statement of Work.

1.20 "Service Schedule" means the applicable written document, signed by Customer and Versaterm, which incorporates by reference the terms and conditions of this MSA, the terms and conditions of Subscription Service or the terms and conditions regarding use of the Software, any attached SOW, and any other relevant terms and conditions with respect to Customizations, Professional Services, Implementation or the provision of other technical services.

1.21 "Software" means the computer programs owned by Versaterm and which are licensed to Customer under a Service Schedule, including: (a) all maintenance modifications (updates and upgrades); (b) Enhancements; (c) Customizations, now developed or to be developed by or for Versaterm during the Term; and (d) all formulas, routines, subroutines, algorithms, concepts, techniques, know-how and ideas implemented or embodied in any of the foregoing, in any form. For the avoidance of doubt, Software excludes Third Party Components.

1.22 “Statement of Work or SOW” means the applicable written document, signed by Customer and Versaterm or incorporated as part of Service Schedule, under which Versaterm may provide Customer additional Professional Services related to the

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1 Software, including training, specialized support and data migration, which shall be attached to the applicable Service Schedule.

1.23 "Subscription Fee" means the fees charged by Versaterm in respect of the Subscription Service as further identified in a Service Schedule.

1.24 "Subscription Service” means any combination of the following: (i) limited access and use rights to the Versaterm Platform on a hosted basis or use of Software if installed at Customer’s premises, (ii) hosting services, (iii) maintenance services, and (iv) any other similar generally applicable services that Versaterm provides to its customers in accordance with the User Documentation. For the avoidance of doubt, Subscription Services do not include Professional Services.

1.25 “Subscription Term” means, with respect to any use of Software or access to Subscription Service, or Maintenance and Support for existing installed on-premise Software, the subscription period specified on the applicable Service Schedule or, if no explicit period is indicated in the applicable Service Schedule, a period of one (1) year starting from the 1st of the month following the Effective Date; together with, all renewals thereof effected in accordance with the terms of this Agreement.

1.26 “Term” means the term set out in Section 3, paragraph (a).

1.27 “Third Party Data” means any data owned by a third party that the Customer accesses via the Software.

1.28 “Third Party Component” means any components of the Subscription Services provided by third parties, including Open Source Software Components and third party proprietary software or services (e.g. Amazon Web Services (AWS)).

1.29 “Third Party Supplier” means any party who provides products and/or services, including Open Source Software and Third Party Components that contribute to the overall Software provided to the Customer by Versaterm.

1.30 "User Documentation" means the user manuals, guides, and specifications with respect to the operation, use, functions, and performance of the Software, as revised from time to time, and any additional documentation for Customizations produced by Versaterm, in written or online electronic form.

1.31 "Versaterm Platform" means the Software, Versaterm Server and such devices and peripherals physically located with the Versaterm Server, including all computer hardware, software, network elements, and electrical and telecommunications infrastructure located behind the Point of Access.

1.32 "Versaterm Server" means that computer server located at Versaterm's premises, or a third-party provider of hosting and/or network services, that houses the Software.

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1 2.Scope of Agreement
(a) It is the intention of Versaterm and Customer that, where Software and services are to be provided by Versaterm under this MSA, particular details and terms will be specified in a Service Schedule. If there is a conflict between a Service Schedule and this MSA, the Service Schedule will prevail over the conflicting provisions of this MSA to the extent of the inconsistency but only for the purposes of that Service Schedule. Except for such conflicts, the provisions of this MSA will not be deemed to be amended, cancelled, waived, or released by the execution of a Service Schedule.
(b) Each Service Schedule shall contain the following minimum information, to the extent the same is applicable:
i. the express incorporation of this MSA by reference;
ii. a list and description of the applicable Software;
iii. Subscription Term;
iv. Customizations and custom application programming interfaces (“APIs”) if any, to the Software and the terms and conditions upon which same will be provided; v. the Fees, including onboarding fees, escrow agreement fees and implementation fees, as applicable;
vi. the License Fee or Subscription Fee for the Software; vii. the Maintenance and Support Fee;
viii. the site(s) at which the Software are permitted to be installed if Software is installed on Customer’s premises;
ix. the project schedule (which may include project implementation dates, installation dates, training session dates) for the Software;
x. training, if applicable;
xi. any other terms relating to the maintenance, enhancement or support of the Software; and
xii. any special terms and conditions agreed upon by Versaterm and Customer.

3.Effective Dates.
(a) This MSA shall have an initial term of three (3) years from the Effective Date (the "Initial Term"), unless earlier terminated in accordance with the provisions under

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1 Section 19, and shall automatically renew for consecutive additional one (1) year terms (each a "Renewal Term"), unless either Party provides a written termination notice to the other Party at least sixty (60) days prior to the expiration of the Initial Term or the then-current Renewal Term, as applicable. The Initial Term and Renewal Terms, if any, are collectively referred to herein as the “Term”. Notwithstanding any termination or expiration of this MSA, the MSA shall continue to be in effect until the termination or expiration of the last effective Service Schedule. (b) Each Service Schedule will be effective from the date set out in such Service Schedule and for the term specified in that Service Schedule. (c) Upon expiration of each Subscription Term, unless otherwise specified in the applicable Service Schedule, all rights to access and use or the license to use Licensed Materials, as applicable, granted under such Service Schedule and this MSA shall automatically be renewed for additional one (1) year periods, and Versaterm will invoice Customer at the then-current subscription-based price for such additional Subscription Term year at Versaterm’s then-current rates, subject to the cap set forth in Section 8(g) (or such other rates mutually agreed by the Parties), unless a Party provides written notice to the other Party to terminate at least sixty (60) days prior to the expiration of the Subscription Term or any renewal term.

4.License
(a) Customer shall have the right to access and use or install and use the Licensed Materials solely as expressly granted or otherwise set forth in this MSA and the applicable Service Schedule.
(b) Customer shall not:
(i) use, reproduce, display, perform or otherwise exploit the Software except as expressly authorized in this MSA or in a Service Schedule; (ii) copy any of the Software or User Documentation except as reasonably necessary to use the Software for its internal use as authorized herein or in a Service Schedule, and in all cases subject to the confidentiality provisions hereof, and provided that all copyright notices and any other proprietary notices are included;
(iii) assign this MSA or transfer, lease, export or grant a sublicence of the Software or the license contained in this MSA to any Person except as expressly authorized herein or in a Service Schedule;
(iv) decompile, disassemble, reverse engineer, or otherwise access or attempt to gain access to the Software’s source code;
(v) give any Person other than its employees, consultants, contractors and/or clients of Customer or other individuals listed pursuant to a Service Schedule access to the Software or;

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1 (vi) rent or lend, with or without charge, any system which includes the Software to any Person including clients and customers;
(vii)operate at any time on a regular or irregular basis an online or offline customer service bureau involving the Software;
(viii) permit (and Customer shall take all necessary precautions to prevent) third parties (including, any parties affiliated or related to Customer) to use the Software in any way that would constitute a breach of this MSA or any Service Schedule; (ix) use any APIs, other than the APIs expressly authorized for use by Versaterm, with the Software or use any authorized APIs in a manner that is not permitted or published by Versaterm;
(x) remove or modify any proprietary marking or restrictive legends placed on the Licensed Materials;
(xi) use any device, software, or routine to interfere with the proper working of the Software or to bypass any security features of the Software; or (xii) introduce into the Versaterm Platform any viruses, worms, defects, trojan horses, malware, or any items of a destructive nature,
(c) Customer shall be solely and exclusively responsible for the supervision, management, and control of Customer’s and each of its Authorized User’s use of the Licensed Materials and shall require each Authorized User to maintain all passwords and other access credentials with respect thereto.

5.Customer’s Obligations
(a) Where the Software will require access and use of the Versaterm Platform, Versaterm shall operate and maintain the Versaterm Platform in accordance with the applicable Service Schedule. Access to the Versaterm Platform may be through a secure connection with the public internet or using a Network Aggregator Provider.

Customer acknowledges and agrees that Versaterm is not responsible or liable for any communication over the public internet, or for the Network Aggregator Provider's network or its operation or the Network Aggregator Provider's network's failure to deliver communication to and from the Versaterm Platform on a timely basis. (b) Customer shall be fully responsible for the acts and omissions of all Persons that are authorized or otherwise allowed, by Customer, to use or have access to the Software and User Documentation.
(c) Customer agrees to co-operate with and advise Versaterm of all information which would be reasonably required to permit Versaterm to deliver and, if applicable, install the Software. Customer shall respond promptly to any Versaterm request to provide

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1 information, approvals, authorizations or decisions that are reasonably necessary for Versaterm to provide the Software.
(d) Subject to the terms and conditions of this MSA, each Service Schedule, and if applicable, each SOW, Customer shall provide Versaterm with all reasonable access, which may include remote access, to Customer’s systems and premises for the purpose of Versaterm performing its obligations pursuant to this MSA, and the failure of Customer to provide such access shall relieve Versaterm of its obligation to perform such obligations.
(e) Customer shall notify Versaterm immediately of any actual or suspected unauthorized use of its passwords or API keys for the Versaterm Platform.

6.Ownership
(a) Customer acknowledges and agrees that all rights, title and interests in and to the Licensed Materials, including all Intellectual Property embodied therein, are and shall at all times remain the exclusive property of Versaterm and that, except as expressly set forth herein, no rights, title or interests, including any license, is granted to Customer hereunder by implication, estoppel, or otherwise of any kind whatsoever in or to the Licensed Materials or any portion thereof, except, in each case, for the rights and licenses expressly granted to Customer herein. Customer further acknowledges and agrees that all Third Party Components are and shall at all times remain the property of the applicable Third Party Suppliers. (b) Customer shall not remove any Versaterm trademark, service mark or logo, or any proprietary notices or labels (including any copyright or trademark notices) from the Service.
(c) If Customer provides any feedback, comments, suggestions, ideas, descriptions of processes, or other information to Versaterm about or in connection with any Licensed Materials, including any ideas, concepts, know-how or techniques contained therein (collectively, “Feedback”), then Customer hereby grants Versaterm and its affiliates a worldwide, fully paid-up, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify and otherwise exploit the Feedback for any purpose, without any compensation to Customer or any restriction or obligation on account of Intellectual Property Rights or otherwise. Without limiting the generality of the foregoing, nothing in this MSA limits Versaterm’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.

7.Customer Data and Hosting Provider
(a) Customer is, and shall remain, the owner of any Customer Data. Customer hereby grants to Versaterm a limited, non-exclusive, non-transferable, royalty-free right to use, reproduce, manipulate, display, transmit and distribute the Customer Data solely in connection with providing the Licensed Materials to Customer, and improving and developing the Licensed Materials. In addition, Versaterm may analyze Customer Data, and data of other customers, to create aggregated or anonymized statistics or data that do not identify Customer or any individual, and Versaterm may during and

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1 after the Term use and disclose such statistics or data in its discretion. Except as specified otherwise in the Agreement, Customer shall be solely responsible for providing, updating, uploading and maintaining all Customer Data. (b) Customer acknowledges and agrees that Versaterm: (i) will not be responsible for the accuracy, completeness or adequacy of any Customer Data or the results generated from any Customer Data uploaded to the Versaterm Platform and processed by the Software; (ii) has no control over any Customer Data or the results therefrom; (iii) does not purport to monitor Customer Data; and (iv) if Software is installed on Customer premises, shall not be responsible to back up or maintain any back up of the Customer Data or any portion thereof.
(c) Versaterm may change its third party hosting provider (“Hosting Provider”) at any time. Customer’s use of the Licensed Materials is subject to any applicable restrictions imposed by the Hosting Provider. Notwithstanding any other provision of this MSA, Versaterm shall not be liable for any problems, failures, defects or errors with the Licensed Materials to the extent caused by the Hosting Provider. Customer acknowledges that the Fees payable for the Licensed Materials reflect the fact that Versaterm is not responsible for the acts and omissions of the Hosting Provider. (d) In the event Customer gives Versaterm written notice of a “litigation hold” or request under the California Public Records Act (Gov. Code § 7920.000 et seq., “Public Records Act”), then as to all data identified in such notice or request, Versaterm shall, at no additional cost to Customer, isolate and preserve all such data pending receipt of further direction from the Customer.

8.Fees and Payment Terms
(a) All Fees applicable to a Service Schedule will be specified therein. All amounts invoiced and due in accordance with the payment terms of the applicable Service Schedule shall be paid by Customer within thirty (30) days of the date of an invoice for such amounts.
(b) Any additional services, such as Professional Services or Customizations, requested by Customer shall be subject to additional Fees, unless otherwise agreed to in writing by the Parties.
(c) All invoices under a Service Schedule will be in writing, reasonably substantiate the charges set out therein and will be emailed by Versaterm to Customer at email address specified in the applicable Service Schedule or may be submitted through an alternative electronic platform as agreed to between the Parties (i.e.: Customer’s portal) as identified in the applicable Service Schedule. (a) Reserved..

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1 (d) In all cases, all undisputed amounts due under this Agreement will be paid by Customer in full without any withholding, set-off, counterclaim or deduction. (e) If, acting in good faith, Customer disputes any item within an invoice, it shall raise such dispute by written notice to Versaterm prior to the date that payment on such invoice is due, and the Parties shall negotiate in good faith to attempt to resolve the dispute promptly. If the dispute is not resolved within thirty (30) days of the said notice being given, the dispute shall be resolved in accordance with Section 33. Any amounts not disputed in accordance with this section shall be deemed accepted and must be paid by Customer in accordance with paragraph (a). (b) Reserved.

9.Taxes.

In addition to all charges under a Service Schedule, Customer shall pay to Versaterm all taxes, duties, and other such assessments or charges which may be assessed, levied, or imposed with respect to any Software, services or products provided under a Service Schedule resulting from Customer’s use or purchase, except taxes based on Versaterm's income and capital. The foregoing provision includes sales, use, service, excise and personal property taxes, whether collected or withheld by Versaterm or otherwise assessed, and any penalty and interest payments related to the foregoing (which penalty and interest payments are not due to any fault on the part of Versaterm) but does not include taxes for which Customer is exempt by law and for which Customer has provided to Versaterm a bona fide tax exemption certificate prior to such tax becoming due.

10.Confidentiality
(a) Each Party acknowledges that all Confidential Information consists of confidential and proprietary information. Except as required by law, each Party shall hold Confidential Information of the other Party in trust and confidence for and on behalf of such other Party, and shall take commercially reasonable measures to maintain the confidentiality of the Confidential Information, which measures shall in any event be no less than what such Party would implement to protect its own Confidential Information of a similar nature or value. Each Party agrees not to make use of Confidential Information other than to the extent necessary for the exercise of rights or the performance of obligations under this MSA or any Service Schedule, and not to release, disclose, communicate or otherwise make it available to any third-party other than officers, directors, employees, consultants and contractors of Versaterm or Customer, as applicable, who reasonably need to know it in connection with the exercise of rights or the performance of obligations under this MSA or any Service Schedule.
(b) Additionally, it is understood that Customer is subject to the Public Records Act. If a request under the Public Records Act is made to view Versaterm’s Confidential Information, Customer shall notify Versaterm of the request and the date that such records will be released Versaterm will be given the opportunity to respond to the Public Records Act request and/or obtain a court order. If Versaterm fails to respond or obtain a court order enjoining that disclosure, Customer will release the requested information on the date specified.

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1 (c) Each Party agrees that any breach of this Section 10 ("Confidentiality") may give rise to irreparable damage to the other Party, the injury to the other Party from any such breach would be difficult to calculate, and that money damages would therefore be an inadequate remedy for such breach. Each Party agrees that the other Party will be entitled, in addition to all other remedies that the other Party may have under this MSA, at law or in equity, and without showing or proving any actual damage sustained by it, to a permanent or temporary injunction or other order to restrain any breach, threatened breach or the continuation of any breach of this Section 10. (d) Upon the termination or expiration of each Service Schedule, each Party will return to the other Party all Confidential Information with respect to such Service Schedule which is then in its possession or control. Upon the termination of this MSA, each Party will return to the other Party all Confidential Information of such other Party which is then in its possession or control.
(e) Notwithstanding the above, Versaterm reserves the right to retain Customer Data on audit logs and server system logs and in support tickets, support requests, and direct communications with Versaterm, saved as part of routine back-ups or as otherwise may be required by law.

11.Representations and Warranties of Versaterm.

Versaterm represents and warrants as follows:
(a) Versaterm has the power and the capacity to enter into, and to perform its obligations under this MSA. This MSA and each of the agreements, contracts and instruments required by this MSA to be delivered by Versaterm have been duly authorized by Versaterm. This MSA has been duly executed and delivered by Versaterm and is a valid and binding obligation of Versaterm, enforceable in accordance with its terms; (b) neither the entering into of this MSA, nor the performance by Versaterm of any of its obligations under this MSA will contravene, breach, or result in any default under any organizational documents of Versaterm or under any agreement to which Versaterm is a party or by which Versaterm is otherwise bound; and (c) Versaterm will use commercially reasonable efforts to ensure that all Software delivered to Customer is, at the time of shipment, free of any known computer software viruses; and
(d) Versaterm shall comply with all applicable federal, state, local, or other laws and regulations applicable to the performance by it of its obligations under this Agreement and shall obtain all applicable permits and licenses required of it in connection with its obligations under this MSA; and,
(e) There is no outstanding litigation, arbitrated matter or other dispute to which it is a party which, if decided unfavorably to it, would reasonably be expected to have a potential or actual material adverse effect on its ability to fulfill its obligations under this Agreement.

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1 (f) The Services and any other work performed by Versaterm hereunder shall not infringe upon any United States or foreign copyright, patent, trade secret, or other proprietary right, or misappropriate any trade secret, of any third-party, and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, title, or interest to any technology or intellectual property right that would conflict with its obligations under this MSA.

12.Representations and Warranties of Customer. Customer represents, warrants, and covenants, as follows:
(a) Customer has the corporate power and the capacity to enter into, and to perform its obligations under this MSA. This MSA and each of the agreements, contracts and instruments required by this MSA to be delivered by Customer have been duly authorized by Customer. This MSA has been duly executed and delivered by the Customer and is a valid and binding obligation of the Customer, enforceable in accordance with its terms; and
(b) neither the entering into of this MSA, nor the performance by Customer of any of its obligations under this MSA will contravene, breach, or result in a default under the articles, by-laws, constating documents or other organizational documents of Customer or under an agreement to which the Customer is a party or by which Customer is otherwise bound.

13.Versaterm’s Indemnity
(g) Versaterm agrees to indemnify, defend, and hold harmless Customer and its elected officials, officers, directors, agents, attorneys and employees (each, an “Indemnitee“) from and against any and all liabilities, damages, losses, expenses, claims, demands, suits, fines, or judgments (each, a “Claim,” and collectively, the “Claims“), including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, incurred by, accrued against, charged to, or recoverable from any Indemnitee, by reason of any Claim arising out of or relating to any act, error or omission, negligence, or misconduct of Versaterm, its officers, directors, agents, employees, and subcontractors, during the performance of this MSA, including, without limitation, Claims arising out of or relating to: (a) bodily injury (including death) or damage to tangible personal or real property; (b) any payment required to be paid to subcontractors, if any, of Versaterm; (c) any material misrepresentation or breach of warranty of any representation or warranty set forth in this Agreement; (d) any destruction, or unauthorized access, use, or theft of Customer Data; (e) any material breach of any covenant set forth in this MSA; or (f) Services actually infringing or misappropriating any United States or foreign patent, copyright, trade secret, trademark, or other proprietary right provided, however, that the foregoing indemnity shall not apply to the extent that the applicable Claim resulted from the negligence or willful misconduct of an Indemnitee.
(h) If any Claim relating to Intellectual Property has occurred, or in Versaterm’s opinion is likely to occur, Versaterm may, at its option and expense:
(i) procure for Customer the right to continue using the applicable Licensed Materials;

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1 (ii) replace or modify the same so that it becomes non-infringing without loss of material functionality; or
(iii) if none of the foregoing alternatives is reasonably available, or available on commercially reasonable terms, at Versaterm’s discretion, discontinue the Service and use of the Software and refund to Customer any pre-paid and unused portion of the Fees paid by Customer in respect of use of the Software for the remainder of the then-current portion of the Term. (a) Notwithstanding the above Versaterm shall have no obligation for any Claim based upon Third Party Components, which are warranted solely by the individual Third Party Supplier.
(b) This Section 13 states the entire obligations of Versaterm with respect to any infringement of any Intellectual Property Rights of any third party.

14.Reserved.
i.

15.Exclusion of Other Warranties and Conditions
(a) EXCEPT AS EXPRESSLY STATED IN THIS MSA, ANY SERVICE SCHEDULE,

OR ANY SOW, THE LICENSED MATERIALS, THIRD PARTY COMPONENTS OR

ANY SERVICES PROVIDED HEREUNDER, ANY SERVICE SCHEDULE OR ANY SOW ARE PROVIDED ON AN "AS IS", “WHERE-IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND. THE REPRESENTATIONS AND WARRANTIES GIVEN BY VERSATERM IN SECTION 11 ARE IN LIEU OF ALL

OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS, WHETHER

EXPRESS OR IMPLIED, IN RELATION TO ANY LICENSED MATERIALS, THIRD

PARTY COMPONENTS OR SERVICES PROVIDED UNDER THIS MSA, ANY

SERVICE SCHEDULE OR ANY SOW, INCLUDING ANY IMPLIED WARRANTIES

OR CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A

PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT AND THOSE

ARISING BY STATUTE OR OTHERWISE IN LAW, OR FROM A COURSE OF DEALING OR USAGE OF TRADE. VERSATERM HEREBY DISCLAIMS ALL

LIABILITY AND RESPONSIBILITY FOR ANY THIRD PARTY COMPONENTS OR

THE ACTS OR OMISSIONS (INCLUDING WITH RESPECT TO THE PROVISION OF ANY SERVICES) OF ANY THIRD PARTY SUPPLIER.
(b) CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE USE

AND OPERATION OF ANY SOFTWARE OR THIRD PARTY COMPONENTS, AND

THE RESULTS OBTAINED FROM SUCH USE AND OPERATION, ARE AT THE

SOLE AND EXCLUSIVE RISK OF CUSTOMER AND THAT VERSATERM

ASSUMES NO LIABILITY OR RESPONSIBILITY WITH RESPECT TO ANY

RELIANCE UPON THE RESULTS OBTAINED BY CUSTOMER OR ANY THIRD- PARTY.

16.Exclusion of Indirect Damages.

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1 UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR ANY OF THE FOLLOWING UNDER THIS AGREEMENT FOR ANY REASON: (A) SPECIAL,

INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES

OF ANY KIND, INCLUDING WITH RESPECT TO LOSS OF PROFITS, REVENUES,

CUSTOMERS OR CONTRACTS, LOSS OF USE OF EQUIPMENT, LOSS OF OR

DAMAGE TO DATA OR RECORDS, REPUTATIONAL HARM, OPERATIONAL OR

SERVICE INTERUPTIONS, BUSINESS INTERRUPTION(B) ANY THIRD-PARTY

CLAIMS AGAINST CUSTOMER FOR LOSSES OR DAMAGES (EXCEPT AS EXPRESSLY PROVIDED IN SECTION 13), IN EACH CASE, EVEN IF ADVISED OF

THE POSSIBILITY OF SAME OR EVEN IF SAME WERE REASONABLY FORESEEABLE.

17.Reserved.

18.Insurance.

Versaterm shall secure and maintain insurance coverage throughout the MSA and any Service Schedule as follows:

Versaterm shall, at its own expense, procure and maintain in full force and effect during the term of this MSA, policies of insurance, of the types and in the minimum amounts as follows, with responsible insurance carriers duly admitted and qualified in California covering the operations of Versaterm, pursuant to this MSA: commercial general liability ($1,000,000 per occurrence, $2,000,000 aggregate); excess liability ($2,000,000 per occurrence, $2,000,000 aggregate); workers’ compensation (statutory limits) and employers’ liability ($500,000 per accident); cyber liability ($5,000,000 per occurrence) providing protection against claims and liabilities arising from: (i) errors and omissions in connection with maintaining security of Customer Data; (ii) data breach including theft, destruction, and/or unauthorized use of Customer Data; (iii) identity theft; and (iv) violation of privacy rights due to a breach of Customer Data; and professional liability ($1,000,000 per occurrence, $1,000,000 aggregate).

The Indemnitees shall be named as additional insureds in the commercial general, cyber, and excess liability policies which shall contain standard cross liability clauses.

Versaterm shall cause the liability it assumed under this MSA to be specifically insured under the contractual liability section of the liability insurance policies. The liability policies shall be primary without right of contribution from any Indemnitee, and Versaterm waives all rights of subrogation with respect to said policies. Such policies shall require that Customer be given no less than thirty (30) calendar days prior written notice of any cancellation thereof or material change therein. Customer shall have the right to request an adjustment of the limits of liability for commercial general, cyber, and excess liability, and/or professional liability insurance as Versaterm’s exposure to Customer increases.

Versaterm shall provide Customer with certificates of insurance and original endorsements, evidencing all of the above coverage, including all special requirements specifically noted above, and shall provide Customer with certificates of insurance evidencing renewal or substitution of such insurance thirty (30) calendar days prior to the effective date of such renewal or substitution.

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1 19.Termination.

In addition to any other rights or remedies hereunder:
(i) Either Party reserves the right to terminate this MSA or any Service Schedule for convenience by providing thirty (30) days written notice to the other Party; (j) Subject to applicable law, Versaterm may terminate this MSA and/or any Service Schedule at any time on giving Customer notice in writing if: (i) Customer infringes any copyright or other Intellectual Property Right or other industrial or proprietary right of Versaterm; (ii) in Versaterm’s reasonable judgment, Customer’s use of the Software poses a security risk to the Software or any third party; (iii) Customer fails to pay in full any sum owed by it under this MSA or Service Schedule within thirty (30) days of the due date therefor; or (iv) Customer fails to observe or perform any other material obligation or covenant required to be observed or performed by it under this MSA or Service Schedule, and solely in the case of (iv) above, such failure continues for a period of thirty (30) days after delivery of written notice by Versaterm to Customer requiring Customer to cure such failure.
(k) In the event Customer becomes unable to pay future amounts due under any Service Schedule or SOW due to a material reduction in or cancellation of public funding, Customer may terminate the applicable Service Schedule or SOW upon thirty (30) days’ written notice to Versaterm, and Versaterm shall be entitled to retain any advance payments made by Customer to Versaterm.
(l) Subject to applicable law, Customer may terminate this MSA immediately upon giving written notice to Versaterm if Versaterm: (i) makes any general assignment for the benefit of creditors or otherwise enters into any composition or arrangement with its creditors; (ii) is unable to pay its debts as they mature; (iii) has a receiver and/or manager appointed over its assets or an application is made to do so; (iv) becomes bankrupt or insolvent or commits an act of bankruptcy or (v) Versaterm fails to observe or perform any other material obligation or covenant required to be observed or performed by it under this MSA or Service Schedule, and solely in the case of (v) above, such failure continues for a period of thirty (30) days after delivery of written notice by Versaterm to Customer requiring Customer to cure such failure.

20.Orderly Termination
(m)Upon any termination or other expiration of a Service Schedule or SOW or this MSA, each Party shall forthwith, but no later than thirty (30) days, return to the other Party all Confidential Information, documentation, papers, material, and other property of the other Party in its possession or control, and Versaterm shall, forthwith, but no later than thirty (30) days return all Customer data that it may have in its possession or control with the exception of any Customer Data retained in support tickets, support requests, and direct communications with Versaterm. This information shall remain confidential. (n) In addition to the obligations in Section 20(a) above, upon termination of a Service Schedule or upon expiration of the License Term for Software which is not renewed in accordance with the Service Schedule, Customer shall:

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1 (i) immediately discontinue use of the Licensed Materials; (ii) ensure that all Persons using the Licensed Materials pursuant to this MSA cease all use thereof;
(iii) promptly (and in any event within five (5) days) return to Versaterm all copies of the Licensed Materials in its (or any Authorized Users’ or other Persons’ to whom it provided access to any Licensed Materials) possession or control; (iv) permanently erase all Licensed Materials, in whole or in part, from all computer systems, storage devices and other electronic recording systems in Customer’s possession or control and cause each Authorized User and each other Person to whom it provided access to any Licensed Materials to do the same;
(v) deliver within thirty (30) calendar days of such termination or expiration a certificate certifying that Customer and all such Persons to whom Customer has provided access to any Licensed Materials have complied with the terms of this Section 20(b), as applicable; and
(vi) pay Versaterm the full amount of any undisputed charges outstanding, including for any Professional Services performed, as of the date of termination, if any, whether invoiced or not (including any amounts due as late payment charges), and all other undisputed monies owing to Versaterm.

21.Suspension
If Customer has materially violated the MSA or any Service Schedule, including failure to pay any Fees or any portion thereof when due (other than invoiced amounts disputed in good faith pursuant to Section 8(f)), Versaterm may immediately suspend Customer's and each of its Authorized Users' right to access or use any Licensed Materials (including access to the Versaterm Platform) or receive any Services.

22.Relationship
This MSA and each Service Schedule and SOW are agreements between separate legal entities and neither Party is the agent, employee, or partner of the other for any purpose whatsoever. The Parties do not intend to create a partnership or joint venture between themselves. Neither Party shall have the right to bind the other to any Service Schedule with a third-party or to incur any obligation or liability on behalf of the other Party.

23.Notices.

Unless specified otherwise in a Service Schedule, all notices, requests, demands and other communications under this MSA and each Service Schedule shall be in writing and shall only be duly given:
(a) on the date of sending if sent by email to the email address indicated in Section 23(b); or

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1 (b) on the three business day after posting if sent, during normal postal conditions, by registered or certified mail to the Party for which it is intended and addressed as follows:

To Versaterm at:

Versaterm Public Safety US, Inc.
1 North MacDonald, Suite 500
Mesa, Arizona, USA
85201
Attention: Legal Department
E-mail: [email protected]
With copy to:

Versaterm Public Safety Inc.
1331 Clyde Avenue, Suite 400
Ottawa, Ontario, Canada
K2C 3G4
To Customer:

City of San Bruno c/o San Bruno Police
Department
1177 Huntington Avenue, San Bruno,
CA 94066
Attention: Captain Brent Schimek
e-mail: [email protected]

24.Waiver.

Any waiver of, or consent to depart from, the requirements of any provision of this MSA or a Service Schedule or SOW shall be effective only if it is in writing and signed by the Party giving it, and only in the specific instance and for the specific purpose for which it has been given. No failure on the part of any Party to exercise, and no delay in exercising, any right under this MSA shall operate as a waiver of such right. No single or partial exercise of any such right shall preclude any other or further exercise of such right or the exercise of any other right. No amendment or variation to this MSA shall be effective unless signed in writing by both Parties.

25.Assignment.

Customer may not assign any rights or benefits under this MSA (including any Service Schedules or SOWs), in whole or in part, to any Person without the express prior written consent of Versaterm. Versaterm may assign its rights and benefits under this this MSA (including any Service Schedules or SOWs) to any Person by providing written notice to the Customer and may contract with any other Person to perform its obligations under this MSA (including any Service Schedules or SOWs) without obtaining Customer's consent to any such contract; however, Customer may provide 30 (thirty) days' notice of termination upon receiving the notice of assignment.

26.Force Majeure.

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1 Except as expressly provided otherwise in a Service Schedule, dates and times by which Versaterm or Customer is required to render performance (other than dates and times for payment of money) under a Service Schedule or SOW shall be postponed automatically to the extent and for the period of time that Versaterm or Customer, as the case may be, is prevented from meeting them by reason of any causes beyond its reasonable control, provided the Party prevented from rendering performance notifies the other Party promptly and in detail of the commencement and nature of such a cause, and provided further that such Party uses its commercially reasonable efforts to render performance in a timely manner utilizing to such end all resources reasonably required in the circumstances, including obtaining supplies or services from other sources if same are reasonably available.

27.Severability.

If any provision of this MSA or any Service Schedule or SOW is determined to be invalid or unenforceable by a court of competent jurisdiction from which no further appeal lies or is taken, that provision shall be deemed to be severed herefrom, and the remaining provisions of this MSA, Service Schedule or SOW shall not be affected thereby and shall remain valid and enforceable.

28.Survival.

All obligations accrued to the date of termination as well as the Sections of this MSA listed below shall survive the termination of this MSA and any Service Schedule or SOW made pursuant to this MSA for as long as necessary to permit their full discharge: 1, 4(b), 6, 8, 9, 10, 13, 14, 15, 16, 17, 20, 22, 23, 24, 25, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 41 and 42.

29.Headings
Section headings used in this MSA or any Service Schedules or SOWs are for convenience of reference only and shall not be construed as defining, limiting, or describing the scope or intent of this MSA or of the Service Schedule or SOW, as applicable.

30.Currency
Unless otherwise specified, all references to monetary amounts, including the symbol "$", are in respect of United States Dollars.

31.Benefits
This MSA and any Service Schedule or SOW made pursuant to this MSA shall be binding upon and enure to the benefit of the Parties and their respective successors and permitted assigns.

32.Interpretation

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1 In this MSA and each Service Schedule, words in the singular number include the plural and vice versa; words in the masculine gender include the feminine and neutral genders.

33.Good Faith Discussions
Prior to the commencement of any legal proceeding under this MSA or any Service Schedule or SOW, all claims must be raised for good faith discussion between authorized representatives of both Parties with authority to resolve the dispute. Should the claims not be resolved within thirty (30) days of the date of the first request such discussion, each Party shall be free to pursue its legal remedies pursuant to the terms of this MSA.

34.Amendments.

None of this MSA, and Service Schedule or any SOW shall be changed or amended except in writing by an amendment executed by authorized representatives of each Party.

35.Governing Law.

This MSA, each Service Schedule and each SOW as well as any matters relating to this MSA, any Service Schedule or any SOW, shall be construed and governed by and in accordance with the laws of the State of California and the applicable federal laws of the USA (excluding any conflict of laws rule or principals that might refer such construction to the laws of another jurisdiction).

36.Entire Agreement.
(a) This MSA, together with each Service Schedule and SOW and all schedules attachments and exhibits hereto and thereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof. All prior agreements, negotiations, undertakings, and discussions, whether oral or written, are superseded by this MSA and there are no warranties, representations, or covenants between the Parties in connection with this MSA, except as specifically set forth or referred to in this MSA.
(b) Each Party acknowledges that it has not been induced to enter into this MSA or any Service Schedule by any representations, warranties or covenants not expressly stated herein or therein.
(c) The Parties agree that any terms or conditions set forth in a purchase order, acknowledgement or any other document or response issued by Customer shall not apply to this MSA or any Service Schedule or SOW shall be deemed automatically rejected by Versaterm without need of any further or additional notice of rejection and void and of no effect.

37.Consultants and Agents.

Customer shall ensure that its employees, consultants, contractors and agents comply with the terms and conditions of this MSA and any Service Schedule or SOW to the

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1 extent that such Persons are entitled or obligated under the terms hereof or thereof to exercise any rights or perform any obligations hereunder or thereunder. Customer shall be responsible for the actions of all such employees, consultants, contractors and agents.

38.Hosting Provider. Versaterm may change its third party hosting provider (“Hosting Provider”) at any time. Customer’s use of the Licensed Materials is subject to any applicable restrictions imposed by the Hosting Provider. Notwithstanding any other provision of this MSA, Versaterm shall not be liable for any problems, failures, defects or errors with the Licensed Materials to the extent caused by the Hosting Provider.

Customer acknowledges that the Fees payable for the Licensed Materials reflect the fact that Versaterm is not responsible for the acts and omissions of the Hosting Provider.

39.Language.

The Parties have expressly required that this MSA and all documents and notices relating hereto be drafted in English. Les parties aux présentes ont expressément exigé que la présente convention et tous les documents et avis qui y sont afférents soient rédigés en anglais.

40.Publicity/Press Releases.

Versaterm may reference the existence of this MSA and the business relationship between the Parties solely for the purposes of: (a) issuing press releases to announce the beginning or continuation, as applicable, of the business relationship between the Parties; or (b) referencing Customer as a customer of Versaterm including in Versaterm’s customer list and other marketing materials.

41.Counterparts.

This MSA, any Service Schedule and any SOW or part thereof or attachment thereto may be executed in any number of counterparts and by exchange of signature pages by electronic mail or by any other electronic means. Each executed counterpart will be deemed to be an original. All executed counterparts taken together will constitute one agreement. The execution of this MSA, any Service Schedule or SOW by electronic mail or by any other electronic means shall be deemed to constitute effective execution of this Agreement as to the parties hereto. Such electronic signatures may be used by the parties in lieu of the original signature page[s] of this MSA, any Service Schedule or SOW for any and all purposes.

42.United Nations.

Pursuant to Article 6 of the United Nations convention on contracts for the International Sale of Goods ("UN Convention"), the Parties agree that the UN Convention shall not apply to this MSA.

43. Conflict Of Interest.

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1 Versaterm warrants that it, its officers, employees, associates and subcontractors, presently have no interest, and will not acquire any interest, direct or indirect, financial or otherwise, that would conflict in any way with the performance of this Agreement, and that it, its officers, employees, associates and subcontractors, will not employ any person having such an interest. Versaterm and its officers, employees, associates and subcontractors, if any, shall comply with all conflict-of-interest statutes of the State of California applicable to Versaterm’s services under this Agreement, including the Political Reform Act (Gov. Code § 81000, et seq.) and Government Code Section 1090.

44.Extending pricing
Subject to Versaterm’s discretion, Customer may extend pricing, terms and conditions of this Agreement to other governmental entities that have signed an intergovernmental agreement with the Customer to be system users.

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1 [remainder of page left intentionally blank]
Agreed to on behalf of:

City of San Bruno
_________________________
Name:

Title:

Date:

Agreed to on behalf of:

Versaterm Public Safety US, Inc.
_________________________
Name:

Title:

Date:

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1 of 4 SpidrTechPropsal202310
STATEMENT OF WORK– SPIDR TECH
THIS STATEMENT OF WORK ORDER NO. 1 ("SOW") IS ENTERED INTO AS OF LAST

SIGNATURE DATE BELOW IS MADE BY AND BETWEEN VERSATERM PUBLIC SAFETY US, INC. ("VERSATERM") AND THE CITY OF SAN BRUNO ("CUSTOMER") AND IS DEEMED TO BE INCORPORATED INTO THAT CERTAIN SERVICE SCHEDULE NO 1., SERVICE SCHEDULE – SPIDR TECH PRODUCT SIGNED BY AND BETWEEN VERSATERM DATED JULY 3, 2024 ("SERVICE SCHEDULE") AND THAT THIS SERVICE SCHEDULE IS ATTACHED TO THE

MASTER SOFTWARE AND SERVICES AGREEMENT SIGNED BY AND BETWEEN VERSATERM DATED JULY 3, 2024 (“MSA” AND TOGETHER WITH SERVICE SCHEDULE THE “AGREEMENT”.

DELIVERABLES
The SPIDR Tech Implementation team will deliver the following:
• Patrol Module
• Investigations Module
• Insights Module
• Community Engagement (Level 1)
• Language support for:
o English
o Up to Two Additional Languages

PROJECT KICKOFF
The SPIDR Tech team will host a pre-kickoff meeting to review the implementation process with the agency’s team and will then schedule a kickoff meeting. The typical SPIDR Tech implementation timeframe from kickoff to Launch is approximately 30 days depending on the availability of the required resources. With a focused and dedicated agency team we can deploy in 14 days. There are two concurrent phases to the SPIDR Tech deployment process:
technical deployment and the non-technical deployment.

SPIDR TECH PROJECT ROLES AND RESPONSIBILITIES
SPIDR Tech’s project team will include an Implementation Manager (IM), Deployment Engineer (DE), and a Partner Success Manager (PSM). SPIDR Tech’s project team will provide services remotely via teleconference, web-conference, or other remote method in filling its commitments as outlined. The personnel role descriptions noted below provide an overview of typical project team members.
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IMPLEMENTATION MANAGER
An Implementation Manager will be assigned as the principal SPIDR Tech representative and point of contact for your agency. The IM’s responsibilities include:
• All non-technical tasks over the course of the deployment process. • Manage the SPIDR Tech responsibilities related to implementation. • Maintain the project schedule and coordinate agency resources. • Manage the change order process per the agreement.
• Report project status and risks.
• Conduct status meetings.

DEPLOYMENT ENGINEER
The Deployment Engineer is responsible for the delivery of the technical elements of the solution, meeting contracted requirements. DE’s will support your agency in a technical capacity throughout the project duration.

PARTNER SUCCESS MANAGER
A Partner Success Representative will be assigned to your agency at the start of the project to be the agency’s trusted advisor post deployment, Responsibilities include:
• Assist the agency with maximizing the value of their SPIDR Tech. • Manage, escalate, and log issues with Support, Product Management, and Sales. • Conduct business reviews and share information on product features.

AGENCY PROJECT ROLES AND RESPONSIBILITIES
Successful implementation relies on a committed project team participating in project activities. The agency project team should be engaged from project initiation through beneficial use of the system.

PROJECT MANAGER/AGENCY CHAMPION
The Project Manager (PM) will act as the primary agency point of contact for the duration of the project. The PM’s responsibilities include:
• Communicate and coordinate with other project participants including the IM. • Manage the agency project team, including vendors and subcontractors. • Evaluate progress against the project schedule.
• Attend status meetings.
• Respond to issues related to project progress.
• Ensure network access and other technical details are available for the DE. • Signoff on milestone certifications and change orders .

The PM will likely need support from operational decision makers including subject matter experts in police operations related to 911 response, crime reporting, and investigations.

Other key resources likely needed during implementation are:
• Technical Points of Contact- network, database, system, or domain administrators • Public Information Officer – responsible for branding, media releases, etc. • Training Officer - A representative who will serve as the internal agency trainer. 156 of 172
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INTERFACE IMPLEMENTATION
SPIDR’s interfaces are flexible and can be tailored to meet the specific requirements of your agency. Interfaces connect to your RMS, CAD and CMS systems to extract the data required to operate the system and to give your agency the most value.

DATA USED
SPIDR Tech limits the use of agency data to the data needed to power and monitor the system. For CAD interfaces, the platform requires CAD, RMS and CMS event metadata, examples include CAD event number, timestamps, call type, reporting party phone number, case report number, report date & time, division/beat, case management information, involved parties, etc.

CONFIGURATION
The software is highly configurable and modular, allowing for customization to match your agency’s policy. Configuration options include:
• Call types & offense codes that send messages and those that won’t • Contents of each message
• Time to delay before sending a message
• Time windows for “Do Not Disturb”
• Maximum age of data to act on

QUALITY ASSURANCE
SPIDR Tech’s work is considered complete upon completing the last task listed in the Statement of Work. Agency task completion will occur in a way that enables SPIDR Tech to complete its tasks without delay. The agency will provide SPIDR Tech written notification that it does not accept the completion of a task or rejects a SPIDR Tech notification within five (5) business days of completion or receipt of the notification. If there’s any conflict, the Service Schedule, the MSA, and then the SOW will control if the parties agree.

TRAINING
SPIDR Tech makes our software easy to realize its full capabilities. The implementation team conducts Train-the-Trainer sessions, and we provide online training and training materials for your agency throughout the life of the partnership.

MICSCELLANEOUS
Notwithstanding the terms of the Agreement Versaterm and Customer agree that in the event of conflict between of this SOW and the Agreement regarding the technical terms, project roll out and implementation the terms of SOW shall supersede over the terms of the Agreement.
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Versaterm Public Safety US, Inc. City of San Bruno
Signature: Signature:

Name: Name:

Title: Title:

Date Signed: Date signed:
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Service Schedule – “SPIDR Tech Product”
This Service Schedule No. 1 is effective as of the date of the last signature set forth on the signature page hereto (the “Effective Date”) and is made by the San Bruno Police Department ("Customer") and Versaterm Public Safety US, Inc. ("Versaterm"). This "Service Schedule" and its schedules (if applicable) are incorporated into that certain Master Software and Services Agreement between Customer and Supplier ("MSA"). The terms and conditions that are specific to this Service Schedule are set forth herein. In the event of a conflict between the provisions of this Service Schedule and the Master Agreement, the provisions of Section 2 a) of the MSA shall control such conflict. Capitalized terms herein will have the meanings set forth in the MSA, "or the "Definitions" as further defined below.

1. Service Schedule Information

1.1. Subscription Service: SPIDR Tech Patrol, Investigations, Insights, and Community Engagement (Level 1) Modules

1.2. Sworn Count: 52

1.3. Subscription Term: 09/30/24 – 09/30/25

1.4. Fees:

Versaterm shall send invoices to Customer at the following e-mail address: Leslie Salazar - Management Analyst ([email protected]) Should invoice email address change, Customer shall promptly notify Versaterm.

SPIDR Pricing Overview
Year 1 Cost
Subscription
Fee1
Modules Included:

Patrol, Investigations, Insights, and Community
Engagement (Level 1)
$15,000.00 USD
Professional
Services
Deployment and installation fee (one-time
setup/integration fee)
$10,000.00 USD
Maintenance and
Support
Unlimited maintenance and support, assigned Partner
Success Manager
Included
Total: $25,000.00 USD
Year 2 Cost
Subscription Modules Included: $15,000.00 USD
1 Subscription Fee for year 2 and subsequent years shall be invoiced on or around the annual anniversary of the start Subscription Term.
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Fee Patrol, Investigations, Insights, and Community
Engagement (Level 1)
Maintenance and
Support
Unlimited maintenance and support, assigned Partner
Success Manager.

INCLUDED
Total: $15,000.00
USD
The Fees indicated above may be subject to a price increase as per the MSA.

2.License

2.1.Provision of the Service. Versaterm will provide Customer with access to Versaterm’s proprietary service for the software modules specified in the Section 1 (collectively the “Service”) in accordance with the terms and conditions of this Agreement. To access and use the Service, Customer is responsible at its own expense for obtaining its own internet access, and any hardware and software required therefor.

2.2.Grant of Rights. Subject to the terms and conditions of the Agreement, Versaterm hereby grants to Customer a limited, non-exclusive, non-transferable right to access and use the Service, solely for Customer’s purposes during the Term. All rights not expressly granted to Customer are reserved by Versaterm and its licensors. There are no implied rights.

2.3.Versaterm SPIDR Tech Technology. In connection with providing the Service, Versaterm and its licensors shall operate and support the hosted environment used by Versaterm to provide the Service, including the Versaterm Technology, the server hardware, disk storage, firewall protection, server operating systems, management programs, web server programs, documentation and all other technology or information so used by Versaterm. As used herein, “Versaterm SPIDR Tech Technology” means all of Versaterm’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Customer by Versaterm in providing the Service.

3.Service Level Agreement
This Section 3 describes the levels of service that the Customer will receive from Versaterm.

3.1.Up-time Availability. During the Term, Versaterm’s API will be operational and available to the Customer at least 99.9% of the time in any calendar month. Note that even during API downtime, once the API availability is re-established, Versaterm will receive all data since the last time the API was available. The Versaterm Platform will generate and send any messages that can still be responsibly sent.

3.2.Downtime. Customer agrees that from time to time the Service may be inaccessible or inoperable for various reasons, including (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Versaterm may undertake from time to time; or (iii) causes beyond the control of Versaterm or which are not reasonably foreseeable

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July 2024 – 03072024 Page 3 of 5
by Versaterm (collectively “Downtime”). Versaterm shall use commercially reasonable efforts to provide twenty-four (24) hour advance notice to Customer in the event of any scheduled Downtime. Versaterm shall use commercially reasonable efforts to minimize any disruption, inaccessibility and/or inoperability of the service in connection with Downtime, whether scheduled or not.

3.3.Support Services
Versaterm shall establish, sufficiently staff, and maintain the organization and processes necessary to provide telephone and/or email-based technical support, troubleshooting, error identification, isolation and remediation, and other assistance directly to the Customer and its authorized users.

Versaterm will provide the Customer with any resource containing information that will aid in problem and error resolution and correction, as well as any other technical resources made electronically available to any of Versaterm’s other customers.

3.4.Response Times
Customer may raise a support issue with Versaterm – SPIDR Tech product group, by e-mailing [email protected] or phoning 877-746-8276. Versaterm shall endeavor to respond in a timely fashion.

Versaterm is deemed to have responded when it has replied to the Customer’s initial request. This may be in the form of an email or telephone call, to either provide a solution, request further information, or propose an ETA for a solution.

Initial target response times depend on the priority of the item(s) affected and the severity of the issue. They are shown in the table below:

Priority Response Time Description
Priority 0 < 1 hour Compete Degradation – Impacts entire agency. SPIDR Tech API completely unavailable
Priority 1 < 2 hours Significant degradation – critical functional unavailable, business impacting.

Incorrect/misleading messages
Priority 2 1 business day Limited degradation: minor functionality unavailable, business processes can continue.

Message schedule and timelines
Administrative interface issues
Priority 3 Best Effort Very minor degradation: no business process impact Response times apply to typical business hours .Commercially reasonable efforts will be used for cases after normal business hours and on holidays, as necessary to support Versaterm’s obligations under the Service Schedule. Complete outages are monitored and acted upon 7x24x365.

3.5.Resolution times

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July 2024 – 03072024 Page 4 of 5
Versaterm shall endeavor to use commercially reasonable effort to resolve problems as swiftly as possible. Versaterm does not guaranteed resolution times

3.6.Security
Working with law enforcement and prosecutor data requires special security considerations, and Versaterm supports these requirements for the provision of SPIDR Tech related Services. Versaterm performs background checks on all employees.

Versaterm ensure that the necessary employees have completed Criminal Justice Information System (CJIS) Level 4 Security Awareness Certification and signed a CJIS Security Addendum. VShould Customer require further all project personnel to an agency background, upon request, additional costs may apply.

Customer acknowledges and agrees that SPIDR Tech Services are , hosted by Amazon Web Services (AWS) GovCloud.. AWS follows Criminal Justice Information Services (CJIS) compliance guidelines, and Versaterm possess supporting documentation detailing our compliance.

Versaterm will and does not install, own, or manage any equipment within your agency’s network. Our Services are hosted in the cloud, and the networks talk to each other via a secure Virtual Private Network (VPN) or API For the provision of SPIDR Tech Services Versaterm utilizes a Federal Information Processing Standard (FIPS) 140-2 compliant encryption method to encrypt CJIS data at rest, including database backups and volumes.

Email services for the agency subdomain are secured using Sender Policy Framework (SPF) and Domain Keys Identified Mail (DKIM) records. Web services are secured using Secure Sockets Layer (SSL) certificates and Transport Layer Security (TLS) connections.

Customer ackownledges that user role security can be optimized by using the agency's Single Sign On (SSO) provider which can include multi-factor authentication. [remainder of page left intentionally blank]

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July 2024 – 03072024 Page 5 of 5
Versaterm Public Safety US, Inc.

By: _________________________
Name:

Title:

Date:

City of San Bruno

By: _________________________
Name:

Title:

Date:

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City Council Agenda Item
Staff Report

CITY OF SAN BRUNO
DATE: November 12, 2024
TO: Honorable Mayor and Members of the City Council
FROM: Alex D. McIntyre, City Manager
PREPARED BY: Esther Garibay, Finance Manager
Nick Pegueros, Chief Financial Officer
SUBJECT: Consider Adoption of a Resolution Authorizing the Purchase of Local Agency Bonds, United States Treasury Obligations, State Obligations, and United States Agency Obligations for a Maximum Maturity not to Exceed Ten Years with an Aggregate Maximum of Five Percent of the City’s Investment Portfolio on the Date of Purchase
BACKGROUND:

On June 25, 2024, the City Council adopted the Investment Policy as approved by Resolution No. 2024-54 to ensure compliance with legal requirements, best practices, and operational needs of the City. The Adopted Investment Policy is consistent with State law and, for added safety and liquidity, retains a more restrictive list of eligible investments and maximum caps in eligible investments than State law. One of the more restrictive elements in the policy is to limit the maximum duration of certain investments to 5-years.

DISCUSSION:

As investment rates experienced a leveling off due to a downward trend in inflation, opportunities for the City to reinvest funds in securities securing a favorable investment return are present in the 7 to 10-year investment horizon. By locking in a higher rate now, the City can generate steady, predictable interest income over the life of the investment. Additionally, this approach reduces the risk of rate volatility. Holding a fixed-rate investment shields the City from future interest rate declines, stabilizing income despite market fluctuations. While committing to a long-term investment may limit access to these funds in the short term, the City would only invest 5% of surplus funds to ensure sufficient liquidity and continue diversifying investments in the portfolio for immediate or unexpected expenses.

To obtain approval for the City staff to invest in securities beyond 5 years, Government Code Sections 53600 and 53601 stipulate that the local agency’s governing body must provide explicit approval. If granted, Staff will be authorized to purchase longer-duration securities after a 90- day (three-month) waiting period. Surplus funds eligible for longer-term investment durations include U.S. Treasury notes, bonds, bills, and certificates of indebtedness, as well as any securities backed by the full faith and credit of the United States, along with bonds from agencies in any state, including California.
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Item 6i.

Honorable Mayor and Members of the City Council
November 12, 2024

As demonstrated in Table 1 below, the ability to purchase a 7-year Treasury on October 29, 2024, would have allowed the City to lock in a yield of approximately 4.22% through 2031. The impact of a longer-term investment is unknown; however, at present, a return above 4% guaranteed through 2031 is considered a positive. The investment policy is carefully crafted to limit the surplus funds that can be invested outside the 5-year window to 5% to ensure that the City’s portfolio maintains liquidity and provides increased certainty in the City’s longer-term financial strategy. Staff does not recommend investing beyond the 7 to 10-year maturity window to ensure cash flow.

Table 1. Treasury market on October 29, 2024 (4:38PM EST) Term Yield to
Maturity
(YTM)
2 yr 4.18%
3 yr 4.14%
5 yr 4.16%
7 yr 4.22%
10 yr 4.30%
20 yr 4.63%
30 yr 4.51%
In summary, the recommendations authorize Staff to purchase specified securities beyond the current 5-year maximum to take advantage of current yields in the seven-to-ten-year timeframe.

Authorized securities include: U.S. Treasury notes, bonds, bills, and certificates of indebtedness, as well as any securities backed by the full faith and credit of the United States, along with bonds from agencies in any state, including California. The maximum authorized amount for longer-term investments is 5% of the City’s portfolio on the date of purchase, or approximately $11 million as of the October 31, 2024 investment report. The City will hold all securities to maturity unless advised otherwise for a financial benefit to the City.

Next steps
If approved, City staff will evaluate investment options the week of February 3, 2025, to inform any purchases that may be advantageous under the new authority on February 13, 2025. It is important to note that interest rates fluctuate daily and are unlikely to reflect those shown in Table 1. The temporary override will automatically expire on June 30, 2025, unless City Council takes action to extend the authority as part of its annual Investment Policy review and adoption.

FISCAL IMPACT:

The current fiscal impact for this item is to secure a long-term investment with a favorable interest rate for increased investment income by locking in a higher rate now to reduce risk of rate volatility. This would allow the City to generate steady, predictable interest income over the life of the investment.

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Honorable Mayor and Members of the City Council
November 12, 2024

ENVIRONMENTAL IMPACT:

The action is not a project subject to CEQA. City Council’s action is not considered a “Project” per CEQA Guidelines and therefore no further environmental analysis is required.

RECOMMENDATION:

Adopt a resolution authorizing the purchase of local agency bonds, United States treasury obligations, state obligations, and United States agency obligations for a maximum maturity not to exceed ten years with an aggregate maximum of five percent of the City‘s investment portfolio on the date of purchase.

ALTERNATIVES:

1. Take no action.

2. Authorize override of the five-year maximum duration to a maximum less than ten-years.

ATTACHMENTS:

1. Resolution

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1 RESOLUTION NO. 2024 - __

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN BRUNO TO AUTHORIZE THE

PURCHASE OF LOCAL AGENCY BONDS, UNITED STATES TREASURY OBLIGATIONS,

STATE OBLIGATIONS, AND UNITED STATES AGENCY OBLIGATIONS FOR A MAXIMUM

MATURITY NOT TO EXCEED TEN YEARS WITH AN AGGREGATE MAXIMUM OF FIVE PERCENT OF THE CITY’S INVESTMENT PORTFOLIO ON THE DATE OF PURCHASE WHEREAS, pursuant to Resolution No. 2020-97, the City of San Bruno (the “City”) has authorized the investment of the City’s surplus funds in certain approved investments, and by Resolution 2024-54 (the “Investment Policy”), adopted on June 25, 2024, the City has renewed this authorization; and
WHEREAS, among the Investment Policy’s approved investments are US Treasury Bills, Bonds, and Notes, Federal Agency or US Government Sponsored Enterprise Obligations with a maximum maturity of five (5) years from their respective dates of trade settlement; and WHEREAS, Government Code Section 53601 provides generally that no investment shall be made in any security that at the time of the investment has a term remaining to maturity in excess of five (5) years, unless the legislative body has granted express authority to make that investment no less than three months prior to the investment; and WHEREAS, section XIV of the Investment Policy authorizes the City Council of San Bruno (“City Council”) to grant authority to make investments in securities maturing more than five (5) years from their respective dates of trade settlement; and WHEREAS, pursuant to the Investment Policy the City Council has delegated the cash management of the City’s funds to the Chief Financial Officer for the City (the “Chief Financial Officer”); and
WHEREAS, the Chief Financial Officer has recommended to the City Council an investment in Local Agency Bonds, United States Treasury Obligations, State Obligations, and United States Agency Obligations with a maximum maturity not to exceed ten (10) years with an aggregate maximum value of such investments being five percent (5%) of the City’s investment portfolio on the date of purchase; and
WHEREAS, investments beyond the current five year maximum provide greater opportunities to diversify the City’s investments including yields that may help stabilize investment earnings for the city portfolio; and
WHEREAS, a cap of five percent (5%) of the City’s investment portfolio is a risk management measure to promote liquidity; and
WHEREAS, the list of eligible investments for maturities beyond five years is restricted to high quality government backed securities; and
WHEREAS, the limited and temporary authorization remains more restrictive than what is authorized under California Government Code for investment of public funds.

NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of San Bruno as follows:
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ATTACHMENT 1

2 5
2 3
SECTION 1: The above recitals are true and correct.

SECTION 2: The City Council hereby authorizes the investment of surplus funds in Local Agency Bonds, United States Treasury Obligations, State Obligations, and United States Agency Obligations with a maximum maturity exceeding five (5) years but not to exceed ten (10) years with an aggregate maximum value of such investments being five percent (5%) of the City’s investment portfolio on the date of purchase. The authority granted pursuant to this Resolution shall become effective on February 13, 2025, and remain in effect until June 30, 2025, unless otherwise extended by subsequent City Council action.

SECTION 3: The Chief Financial Officer is hereby authorized and directed to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to effectuate the purposes of this Resolution. ---oOo---
I hereby certify that foregoing Resolution No. 2024 - __ was adopted by the San Bruno City Council at a regular meeting on November 12, 2024, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

_____________________________
Lupita Huerta, City Clerk

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City Council Agenda Item
Staff Report

CITY OF SAN BRUNO
DATE: November 12, 2024
TO: Honorable Mayor and Members of the City Council
FROM: Alex D. McIntyre, City Manager
PREPARED BY: Peter Gilli, Community Development Director Michael Smith, Senior Planner
SUBJECT: Consider Adoption of a Resolution Approving the Issuance of the California Municipal Finance Authority Exempt Facility Bonds for a Qualified Residential Rental Project in an Aggregate Principal Amount Not to Exceed $160,000,000 for the Purpose of Financing or Refinancing the Acquisition, Construction, Improvement and Equipping of the 341 Multi-Family Units at 840 San Bruno Avenue
BACKGROUND:

On November 7, 2023, the Planning Commission approved a ten-story, 341-unit residential project on a 1.6 acre site at 840 San Bruno Avenue. The application utilized State density bonus law and other state laws which provide relief from development standards and requirements, based on the level of affordability in order to get additional density and heights.

The project will be a 100% affordable housing project, with all units being offered to lower income households, except for four manager units. The building permits for the project are currently under review. If constructed, the project will result in the City‘s low-income Regional Housing Needs Allocation for the current Housing Element cycle being fully satisfied.

JEMCOR Development Partners, the developer of the project, has requested that the California Municipal Finance Authority (CMFA) serve as the municipal issuer of tax-exempt revenue bonds in an aggregate principal amount not to exceed $160,000,000. The proceeds of the bonds will be used to finance the project.

DISCUSSION:

The CMFA was formed in 2004 to issue taxable and tax-exempt bonds aimed at improving the standard of living in California. To date, over 350 municipalities have become members of CMFA, including San Bruno, Belmont, Daly City, Menlo Park, Redwood City, San Mateo, and South San Francisco in San Mateo County.

The City of San Bruno must conduct a public hearing pursuant to Tax Equity and Fiscal Responsibility Act (TEFRA) and the Internal Revenue Code of 1986, as amended, to allow members of the community an opportunity to speak in favor of or against the use of tax-exempt bonds for the financing of the project. This issue for this public hearing is whether the proposed project provides a public benefit necessary to qualify for tax-exempt bonds. The hearing is not the forum for comment on the project itself, as the project has already been approved. The required public hearing notice was published in the Daily Journal on November 2, 2024. 169 of 172
Item 7a.

Honorable Mayor and Members of the City Council
November 12, 2024

On March 4, 2023, the City Council adopted a resolution approving the issuance of tax-exempt bonds for an affordable housing project at 732-740 El Camino Real, finding that the provision of low-income rental units was a public benefit. Staff believes the same justification exists for 840 San Bruno Avenue.

FISCAL IMPACT:

The bonds to be issued by the CMFA for the project will be the sole responsibility of the borrower, and the City will have no financial, legal, or moral obligation, liability or responsibility for the project or the repayment of the bonds for the financing of the project. All financing documents with respect to the issuance of the bonds will contain clear disclaimers that the bonds are not obligations of the City or the State of California but are to be paid for solely from funds provided by the borrower.

The CMFA receives an issuance fee for the issuance of bonds, and will convey a portion, $40,000, to the City. These funds can be used for any lawful purpose and will be placed in the general fund.

ENVIRONMENTAL IMPACT:

This action is not a “Project” as defined by the California Environmental Quality Act.

RECOMMENDATION:

Consider Adoption of a Resolution Approving the Issuance of the California Municipal Finance Authority Exempt Facility Bonds for a Qualified Residential Rental Project in an Aggregate Principal Amount not to Exceed $160,000,000 for the Purpose of Financing or Refinancing the Acquisition, Construction, Improvement and Equipping of the 341-unit Multi-Family Residential project at 840 San Bruno Avenue
ALTERNATIVES:

The City Council may find that the project does not further a public benefit and decide not adopt a resolution approving the issuance of tax-exempt bonds. Staff believes the provision of affordable housing units to satisfy the City’s low-income needs is a public benefit. Therefore, a decision not to adopt the resolution should be based on clear evidence. Such an action may be viewed by the State of California has the City placing a barrier to the provision of housing and contrary to the City’s adopted Housing Element, which could lead to potential de-certification of the Housing Element.

ATTACHMENTS:

1. Resolution

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1 RESOLUTION NO. 2024 -

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN BRUNO APPROVING THE

ISSUANCE OF THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY EXEMPT FACILITY

BONDS FOR A QUALIFIED RESIDENTIAL RENTAL PROJECT IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $160,000,000 FOR THE PURPOSE OF FINANCING

OR REFINANCING THE ACQUISITION, CONSTRUCTION, IMPROVEMENT AND EQUIPPING OF THE 341 MULTI-FAMILY UNITS AT 840 SAN BRUNO AVENUE W.

WHEREAS, JEMCOR Development Partners, LLC (the “Developer”), on behalf of a limited partnership, or another entity to be created by the Developer or an affiliate of the Developer (the “Borrower”), has requested that the California Municipal Finance Authority (the “Authority”) adopt a plan of financing providing for the issuance of exempt facility bonds for a qualified residential rental project pursuant to Section 142(a)(7) of the Internal Revenue Code of 1986 (the “Code”) in one or more series issued from time to time, including bonds issued to refund such exempt facility bonds in one or more series from time to time, and at no time to exceed $160,000,000 in aggregate principal amount (the “Bonds”), to finance or refinance the acquisition, construction, improvement and equipping of a multifamily rental housing project located at 840 San Bruno Avenue W, San Bruno, California (the “Project”); and WHEREAS, pursuant to Section 147(f) of the Code, the issuance of the Bonds by the Authority must be approved by the City of San Bruno (the “City”) because the Project is located within the territorial limits of the City; and
WHEREAS, the City Council of the City (the “City Council”) is the elected legislative body of the City and is one of the “applicable elected representatives” required to approve the issuance of the Bonds under Section 147(f) of the Code; and
WHEREAS, the Authority has requested that the City Council approve the issuance of the Bonds by the Authority in order to satisfy the public approval requirement of Section 147(f) of the Code and the requirements of Section 4 of the Joint Exercise of Powers Agreement Relating to the California Municipal Finance Authority, dated as of January 1, 2004 (the “Agreement”), among certain local agencies, including the City; and
WHEREAS, pursuant to Section 147(f) of the Code, the City Council has, following notice duly given, held a public hearing regarding the issuance of the Bonds, and now desires to approve the issuance of the Bonds by the Authority;
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of San Bruno as follows:

Section 1. The foregoing resolutions are true and correct.

Section 2. The City Council hereby approves the issuance of the Bonds by the Authority.

It is the purpose and intent of the City Council that this resolution constitute approval of the issuance of the Bonds by the Authority, for the purposes of 171 of 172
ATTACHMENT 1
2 (a) Section 147(f) of the Code by the applicable elected representative of the governmental unit having jurisdiction over the area in which the Project is located, in accordance with said Section 147(f) and (b) Section 4 of the Agreement.

Section 3. The issuance of the Bonds shall be subject to the approval of the Authority of all financing documents relating thereto to which the Authority is a party. The City shall have no responsibility or liability whatsoever with respect to the Bonds.

Section 4. The adoption of this Resolution shall not obligate the City or any department thereof to (i) provide any financing to acquire or construct the Project or any refinancing of the Project; (ii) approve any application or request for or take any other action in connection with any planning approval, permit or other action necessary for the acquisition, construction, rehabilitation, installation or operation of the Project; (iii) make any contribution or advance any funds whatsoever to the Authority; or (iv) take any further action with respect to the Authority or its membership therein.

Section 5. The officers of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they deem necessary or advisable in order to carry out, give effect to and comply with the terms and intent of this resolution and the financing transaction approved hereby.

Section 6. This resolution shall take effect immediately upon its adoption. ---oOo---
I hereby certify that foregoing Resolution No. 2024 - __ was adopted by the San Bruno City Council at a regular meeting on November 12, 2024, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:
____________________________
Lupita Huerta, City Clerk

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