San Bruno City Council
May 12, 2026

Agreement No. __________________________
AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND PETDATA, INC.

This Agreement is entered into this Fourth day of June, 2019, by and between the County of San Mateo, a political subdivision of the state of California, hereinafter called “County,” and PETDATA, INC., hereinafter called “Contractor.”
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Whereas, pursuant to Section 31000 of the California Government Code, County may contract with independent contractors for the furnishing of such services to or for County or any Department thereof; and
Whereas, it is necessary and desirable that Contractor be retained for the purpose of San Mateo County Health- Public Health, Policy & Planning.

Now, therefore, it is agreed by the parties to this Agreement as follows:

1. Exhibits and Attachments
The following exhibits and attachments are attached to this Agreement and incorporated into this Agreement by this reference:

Exhibit A—Services
Exhibit B—Payments and Rates
Attachment I—§ 504 Compliance
Services to be performed by Contractor
In consideration of the payments set forth in this Agreement and in Exhibit B, Contractor shall perform services for County in accordance with the terms, conditions, and specifications set forth in this Agreement and in Exhibit A.

2. Payments
In consideration of the services provided by Contractor in accordance with all terms, conditions, and specifications set forth in this Agreement and in Exhibit A, County shall make payment to Contractor based on the rates and in the manner specified in Exhibit B. County reserves the right to withhold payment if County determines that the quantity or quality of the work performed is unacceptable. In no event shall County’s total fiscal obligation under this Agreement exceed SIX HUNDRED-THIRTEEN THOUSAND NINE HUNDRED AND FORTY FIVE DOLLARS ($613,945). In the event that the County makes any advance payments, Contractor agrees to refund any amounts in excess of the amount owed by the County at the time of contract termination or expiration. Contractor is not entitled to payment for work not performed as required by this agreement.

3. Term
Subject to compliance with all terms and conditions, the term of this Agreement shall be from July 1, 2019, through June 30, 2022.

4. Termination
This Agreement may be terminated by Contractor or by the Director of Public Health, Policy and Planning or his/her designee at any time without a requirement of good cause upon thirty (30) days’ advance

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written notice to the other party. Subject to availability of funding, Contractor shall be entitled to receive payment for work/services provided prior to termination of the Agreement. Such payment shall be that prorated portion of the full payment determined by comparing the work/services actually completed to the work/services required by the Agreement.

County may terminate this Agreement or a portion of the services referenced in the Attachments and Exhibits based upon the unavailability of Federal, State, or County funds by providing written notice to Contractor as soon as is reasonably possible after County learns of said unavailability of outside funding.

County may terminate this Agreement for cause. In order to terminate for cause, County must first give Contractor notice of the alleged breach. Contractor shall have five business days after receipt of such notice to respond and a total of ten calendar days after receipt of such notice to cure the alleged breach.

If Contractor fails to cure the breach within this period, County may immediately terminate this Agreement without further action. The option available in this paragraph is separate from the ability to terminate without cause with appropriate notice described above. In the event that County provides notice of an alleged breach pursuant to this section, County may, in extreme circumstances, immediately suspend performance of services and payment under this Agreement pending the resolution of the process described in this paragraph. County has sole discretion to determine what constitutes an extreme circumstance for purposes of this paragraph, and County shall use reasonable judgment in making that determination.

5. Contract Materials
At the end of this Agreement, or in the event of termination, all finished or unfinished documents, data, studies, maps, photographs, reports, and other written materials (collectively referred to as “contract materials”) prepared by Contractor under this Agreement shall become the property of County and shall be promptly delivered to County. Upon termination, Contractor may make and retain a copy of such contract materials if permitted by law.

6. Relationship of Parties
Contractor agrees and understands that the work/services performed under this Agreement are performed as an independent contractor and not as an employee of County and that neither Contractor nor its employees acquire any of the rights, privileges, powers, or advantages of County employees.

7. Hold Harmless
a. General Hold Harmless
Contractor shall indemnify and save harmless County and its officers, agents, employees, and servants from all claims, suits, or actions of every name, kind, and description resulting from this Agreement, the performance of any work or services required of Contractor under this Agreement, or payments made pursuant to this Agreement brought for, or on account of, any of the following:
(A) injuries to or death of any person, including Contractor or its employees/officers/agents; (B) damage to any property of any kind whatsoever and to whomsoever belonging;

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(C) any sanctions, penalties, or claims of damages resulting from Contractor’s failure to comply, if applicable, with the requirements set forth in the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended; or (D) any other loss or cost, including but not limited to that caused by the concurrent active or passive negligence of County and/or its officers, agents, employees, or servants. However, Contractor’s duty to indemnify and save harmless under this Section shall not apply to injuries or damage for which County has been found in a court of competent jurisdiction to be solely liable by reason of its own negligence or willful misconduct.

The duty of Contractor to indemnify and save harmless as set forth by this Section shall include the duty to defend as set forth in Section 2778 of the California Civil Code.

8. Assignability and Subcontracting
Contractor shall not assign this Agreement or any portion of it to a third party or subcontract with a third party to provide services required by Contractor under this Agreement without the prior written consent of County. Any such assignment or subcontract without County’s prior written consent shall give County the right to automatically and immediately terminate this Agreement without penalty or advance notice.

9. Insurance
a. General Requirements
Contractor shall not commence work or be required to commence work under this Agreement unless and until all insurance required under this Section has been obtained and such insurance has been approved by County’s Risk Management, and Contractor shall use diligence to obtain such insurance and to obtain such approval. Contractor shall furnish County with certificates of insurance evidencing the required coverage, and there shall be a specific contractual liability endorsement extending Contractor’s coverage to include the contractual liability assumed by Contractor pursuant to this Agreement. These certificates shall specify or be endorsed to provide that thirty (30) days’ notice must be given, in writing, to County of any pending change in the limits of liability or of any cancellation or modification of the policy. b. Workers’ Compensation and Employer’s Liability Insurance Contractor shall have in effect during the entire term of this Agreement workers’ compensation and employer’s liability insurance providing full statutory coverage. In signing this Agreement, Contractor certifies, as required by Section 1861 of the California Labor Code, that (a) it is aware of the provisions of Section 3700 of the California Labor Code, which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of the Labor Code, and (b) it will comply with such provisions before commencing the performance of work under this Agreement.
c. Liability Insurance
Contractor shall take out and maintain during the term of this Agreement such bodily injury liability and property damage liability insurance as shall protect Contractor and all of its employees/officers/agents while performing work covered by this Agreement from any and all claims for damages for bodily injury, including accidental death, as well as any and all claims for property damage which may arise from Contractor’s operations under this Agreement, whether such operations be by Contractor, any subcontractor, anyone directly or indirectly employed by either of them, or an agent of either of them.

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Such insurance shall be combined single limit bodily injury and property damage for each occurrence and shall not be less than the amounts specified below:
(a) Comprehensive General Liability… $1,000,000
County and its officers, agents, employees, and servants shall be named as additional insured on any such policies of insurance, which shall also contain a provision that (a) the insurance afforded thereby to County and its officers, agents, employees, and servants shall be primary insurance to the full limits of liability of the policy and (b) if the County or its officers, agents, employees, and servants have other insurance against the loss covered by such a policy, such other insurance shall be excess insurance only.

In the event of the breach of any provision of this Section, or in the event any notice is received which indicates any required insurance coverage will be diminished or canceled, County, at its option, may, notwithstanding any other provision of this Agreement to the contrary, immediately declare a material breach of this Agreement and suspend all further work and payment pursuant to this Agreement.

10. Compliance With Laws
All services to be performed by Contractor pursuant to this Agreement shall be performed in accordance with all applicable Federal, State, County, and municipal laws, ordinances, and regulations, including but not limited to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the Federal Regulations promulgated thereunder, as amended (if applicable), the Business Associate requirements set forth in Attachment H (if attached), the Americans with Disabilities Act of 1990, as amended, and Section 504 of the Rehabilitation Act of 1973, which prohibits discrimination on the basis of disability in programs and activities receiving any Federal or County financial assistance. Such services shall also be performed in accordance with all applicable ordinances and regulations, including but not limited to appropriate licensure, certification regulations, provisions pertaining to confidentiality of records, and applicable quality assurance regulations. In the event of a conflict between the terms of this Agreement and any applicable State, Federal, County, or municipal law or regulation, the requirements of the applicable law or regulation will take precedence over the requirements set forth in this Agreement.

Contractor will timely and accurately complete, sign, and submit all necessary documentation of compliance.

11. Non-Discrimination and Other Requirements
a. General Non-discrimination
No person shall be denied any services provided pursuant to this Agreement (except as limited by the scope of services) on the grounds of race, color, national origin, ancestry, age, disability (physical or mental), sex, sexual orientation, gender identity, marital or domestic partner status, religion, political beliefs or affiliation, familial or parental status (including pregnancy), medical condition (cancer-related), military service, or genetic information.
b. Equal Employment Opportunity

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Contractor shall ensure equal employment opportunity based on objective standards of recruitment, classification, selection, promotion, compensation, performance evaluation, and management relations for all employees under this Agreement. Contractor’s equal employment policies shall be made available to County upon request.
c. Section 504 of the Rehabilitation Act of 1973
Contractor shall comply with Section 504 of the Rehabilitation Act of 1973, as amended, which provides that no otherwise qualified individual with a disability shall, solely by reason of a disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination in the performance of any services this Agreement. This Section applies only to contractors who are providing services to members of the public under this Agreement.
d. Compliance with County’s Equal Benefits Ordinance
Contractor shall comply with all laws relating to the provision of benefits to its employees and their spouses or domestic partners, including, but not limited to, such laws prohibiting discrimination in the provision of such benefits on the basis that the spouse or domestic partner of the Contractor’s employee is of the same or opposite sex as the employee.
e. Discrimination Against Individuals with Disabilities The nondiscrimination requirements of 41 C.F.R. 60-741.5(a) are incorporated into this Agreement as if fully set forth here, and Contractor and any subcontractor shall abide by the requirements of 41 C.F.R. 60–741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities.
f. History of Discrimination
Contractor certifies that no finding of discrimination has been issued in the past 365 days against Contractor by the Equal Employment Opportunity Commission, the California Department of Fair Employment and Housing, or any other investigative entity. If any finding(s) of discrimination have been issued against Contractor within the past 365 days by the Equal Employment Opportunity Commission, the California Department of Fair Employment and Housing, or other investigative entity, Contractor shall provide County with a written explanation of the outcome(s) or remedy for the discrimination prior to execution of this Agreement. Failure to comply with this Section shall constitute a material breach of this Agreement and subjects the Agreement to immediate termination at the sole option of the County. g. Reporting; Violation of Non-discrimination Provisions Contractor shall report to the County Manager the filing in any court or with any administrative agency of any complaint or allegation of discrimination on any of the bases prohibited by this Section of the Agreement or the Section titled “Compliance with Laws”. Such duty shall include reporting of the filing of any and all charges with the Equal Employment Opportunity Commission, the California Department of Fair Employment and Housing, or any other entity charged with the investigation or adjudication of allegations covered by this subsection within 30 days of such filing, provided that within such 30 days such entity has not notified Contractor that such charges are dismissed or otherwise unfounded. Such notification shall include a general description of the circumstances involved and a general description of the kind of discrimination alleged (for example, gender-, sexual orientation-, religion-, or race-based discrimination).

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Violation of the non-discrimination provisions of this Agreement shall be considered a breach of this Agreement and subject the Contractor to penalties, to be determined by the County Manager, including but not limited to the following:
i. termination of this Agreement;
ii. disqualification of the Contractor from being considered for or being awarded a County contract for a period of up to 3 years;
iii. liquidated damages of $2,500 per violation; and/or iv. imposition of other appropriate contractual and civil remedies and sanctions, as determined by the County Manager.

To effectuate the provisions of this Section, the County Manager shall have the authority to offset all or any portion of the amount described in this Section against amounts due to Contractor under this Agreement or any other agreement between Contractor and County. h. Compliance with Living Wage Ordinance
As required by Chapter 2.88 of the San Mateo County Ordinance Code, Contractor certifies all contractor(s) and subcontractor(s) obligated under this contract shall fully comply with the provisions of the County of San Mateo Living Wage Ordinance, including, but not limited to, paying all Covered Employees the current Living Wage and providing notice to all Covered Employees and Subcontractors as required under the Ordinance.

12. Compliance with County Employee Jury Service Ordinance Contractor shall comply with Chapter 2.85 of the County’s Ordinance Code, which states that Contractor shall have and adhere to a written policy providing that its employees, to the extent they are full-time employees and live in San Mateo County, shall receive from the Contractor, on an annual basis, no fewer than five days of regular pay for jury service in San Mateo County, with jury pay being provided only for each day of actual jury service. The policy may provide that such employees deposit any fees received for such jury service with Contractor or that the Contractor may deduct from an employee’s regular pay the fees received for jury service in San Mateo County. By signing this Agreement, Contractor certifies that it has and adheres to a policy consistent with Chapter 2.85. For purposes of this Section, if Contractor has no employees in San Mateo County, it is sufficient for Contractor to provide the following written statement to County: “For purposes of San Mateo County’s jury service ordinance, Contractor certifies that it has no full-time employees who live in San Mateo County. To the extent that it hires any such employees during the term of its Agreement with San Mateo County, Contractor shall adopt a policy that complies with Chapter 2.85 of the County’s Ordinance Code.” The requirements of Chapter 2.85 do not apply if this Agreement’s total value listed in the Section titled “Payments”, is less than one-hundred thousand dollars ($100,000), but Contractor acknowledges that Chapter 2.85’s requirements will apply if this Agreement is amended such that its total value meets or exceeds that threshold amount.

13. Retention of Records; Right to Monitor and Audit
(a) Contractor shall maintain all required records relating to services provided under this Agreement for three (3) years after County makes final payment and all other pending matters are closed, and Contractor shall be subject to the examination and/or audit by County, a Federal grantor agency, and the State of California.

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(b) Contractor shall comply with all program and fiscal reporting requirements set forth by applicable Federal, State, and local agencies and as required by County. (c) Contractor agrees upon reasonable notice to provide to County, to any Federal or State department having monitoring or review authority, to County’s authorized representative, and/or to any of their respective audit agencies access to and the right to examine all records and documents necessary to determine compliance with relevant Federal, State, and local statutes, rules, and regulations, to determine compliance with this Agreement, and to evaluate the quality, appropriateness, and timeliness of services performed.

14. Merger Clause; Amendments
This Agreement, including the Exhibits and Attachments attached to this Agreement and incorporated by reference, constitutes the sole Agreement of the parties to this Agreement and correctly states the rights, duties, and obligations of each party as of this document’s date. In the event that any term, condition, provision, requirement, or specification set forth in the body of this Agreement conflicts with or is inconsistent with any term, condition, provision, requirement, or specification in any Exhibit and/or Attachment to this Agreement, the provisions of the body of the Agreement shall prevail. Any prior agreement, promises, negotiations, or representations between the parties not expressly stated in this document are not binding. All subsequent modifications or amendments shall be in writing and signed by the parties.

15. Controlling Law; Venue
The validity of this Agreement and of its terms, the rights and duties of the parties under this Agreement, the interpretation of this Agreement, the performance of this Agreement, and any other dispute of any nature arising out of this Agreement shall be governed by the laws of the State of California without regard to its choice of law or conflict of law rules. Any dispute arising out of this Agreement shall be venued either in the San Mateo County Superior Court or in the United States District Court for the Northern District of California.

16. Notices
Any notice, request, demand, or other communication required or permitted under this Agreement shall be deemed to be properly given when both: (1) transmitted via facsimile to the telephone number listed below or transmitted via email to the email address listed below; and (2) sent to the physical address listed below by either being deposited in the United States mail, postage prepaid, or deposited for overnight delivery, charges prepaid, with an established overnight courier that provides a tracking number showing confirmation of receipt.

In the case of County, to:

Name/Title: Cassius Lockett, Director of Public Health, Policy and Planning Address: 225-37 th Avenue, Room 178
San Mateo, CA 94403
Telephone: 650.573.2532
Facsimile: 650.573.2788
Email: [email protected]

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In the case of Contractor, to:

Name/Title: President, PetData, Inc.

Address: 8585 N Stemmons Fwy, Suite 1100-N
Dallas, TX 75247
Telephone: 214.821.3100 x515
Facsimile: 214.821.3106
Email: [email protected]

17. Electronic Signature
Both County and Contractor wish to permit this Agreement and future documents relating to this Agreement to be digitally signed in accordance with California law and County’s Electronic Signature Administrative Memo. Any party to this Agreement may revoke such agreement to permit electronic signatures at any time in relation to all future documents by providing notice pursuant to this Agreement.

18. Payment of Permits/Licenses
Contractor bears responsibility to obtain any license, permit, or approval required from any agency for work/services to be performed under this Agreement at Contractor’s own expense prior to commencement of said work/services. Failure to do so will result in forfeit of any right to compensation under this Agreement.
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Exhibit A
In consideration of the payments set forth in Exhibit B and with a focus on increasing licensing and vaccination compliance throughout the County of San Mateo, Contractor shall provide the following services:

A. Management of the daily operations for animal licensing including:

1. Data Entry & Processing
a. Process correspondence from pet owners including, but not limited to, issuing tags.
b. Work in partnership with the County on an approved template to provide timely billing and renewal notices to pet owners, with at least one billing to both new and renewals to be printed on an 8.5x11 sheet of paper with a return envelope enclosed. In addition, at least one of the notices will provide pet owner with the date in which the late fee became due.
c. Provide data entry of both new and renewal licenses and vaccination information. d. Implement procedures for verification of information submitted. e. Ensure complete, unduplicated, and accurate information. f. Process, collect, and provide receipts for animal licensing fees. g. Provide licensing and vaccination data for a weekly transfer of data from the Contractor’s database into County’s proprietary database. h. Provide customer service including communication with citizens, veterinarians, and designated County staff.

2. Veterinarians & Other Authorized Registrars
a. Process license sales and vaccination reports from other sources (i.e. the local animal shelter, veterinary clinics, pet stores, etc.)
b. Assist County staff to ensure reasonable quantities of on-site of basic supplies (reporting forms, citizen mailing envelopes, etc.) necessary to sell license tags and/or report information on citizens vaccinating their animals against rabies.

3. Animal License Tags
a. Process and mail county-provided license tags within a maximum of 10 business days, with a turnaround goal of 5 business days, after receipt of payment and completed information as required by the local ordinance. b. Issue county-provided replacement tags to pet owners whose license tags have been lost, stolen, or damaged.

4. Electronic Payments & Banking
a. Provide the ability for pet owners to pay through the Contractor’s Merchant Service Provider.
b. Provide on-line customer service via the Contractor’s website to allow pet owners to make license payments or donations.
c. Deposit all receipts collected for licensing into a bank account set up solely for the purpose of managing County animal licensing funds.
i. Make daily deposits and transmit verification of said deposits to designated County staff by the tenth of the following month.
ii. Collect and report electronic and charge card payments and transmit verification of said deposits to designated County staff by the tenth of the following month.
iii. Send all funds collected and deposited on behalf of the County via a monthly wire transfer by the tenth of the following month.

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d. Accept license fees from licensees via the following forms of payment at a minimum: check, money order, debit or ATM Card, or credit cards. i. Charges to Licensee for on-line payments:

Cost Recovery Processing Fees in the amount of $2.00 per on-line transaction to be charged to licensee*. Note: Contractor shall use their own designated Merchant Service Provider to conduct all credit card transactions and shall retain the Cost Recovery Processing Fees collected.
* More than one pet can be licensed per on-line transaction and pet owner will be charged a single fee for the on-line transaction.

5. Communication & Access
a. Provide timely responses to and communication with citizens, County designees, and Animal Control and Licensing Program representatives including Animal Control Officers.
b. Provide a customized San Mateo County toll-free number and answering service.
c. Provide 24/7 access to Contractor’s database by County, Emergency Dispatch, and any other authorized Division personnel, including login. d. Communicate to pet owners on the status of their pet’s license status including annual billing.

6. Reporting
a. Provide monthly report of animals licensed to the County. b. Provide statistical reports as requested by the County. c. Provide monthly report of all veterinarians who are delinquent in submitting their monthly vaccination without license (VWL) reports.
d. Provide monthly lists of delinquent licenses upon requested by County. e. Provide customized reports as requested by County. f. Provide public record information as requested by County.

7. Additional Services
a. Work in partnership with County staff:
i. To ensure all licensing information, both complete and incomplete records, are imported into Contractor’s database on a weekly basis. ii. To develop a process that will allow/entice veterinarians to sell licenses at their County location.

B. Contractor agrees that the animal licensing information belongs to the County and will never sell, transfer, or release personal data to a third party.

C. With the exception of the license tags and/or customized inserts, Contractor agrees to cover the cost of all animal licensing supplies needed for daily operation.

D. Contractor agrees to comply with California state and local laws governing animal licensing.

E. Contractor will back up all databases twice during the working day.

F. During regular business hours, Contractor will assist with countywide efforts to reunite pets with their owners during a natural disaster.

County agrees to provide the following to Contractor:

A. Access to County’s animal control database to allow import of data into Contractor’s database.

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B. Licensing tags and customized inserts to Contractor’s on-site location for disbursement.

C. Any licensing fees collected by County: such fees will be retained by County, and a record of fees collected along with any supporting documents will be forwarded to the Contractor for processing no later than the 5th calendar day of the following month.

D. Any licensing fees collected by Contractors of the County: such fees and any supporting documents will be forwarded to the Contractor for processing with the exception of cash.

Cash will be deposited into County’s bank account directly by County staff.

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Exhibit B
In consideration of the services provided by Contractor described in Exhibit A and subject to the terms of the Agreement, County shall pay Contractor based on the following fee schedule and terms:

A. Fixed Fees:

One-year license: $4.28 per license
Multi-year license: $4.28 for the first year and $2.00 for each additional year Late fees collected: $2.50 collection service fee for each license Replacement tags: $4.28 per tag
Service animals (e.g. seeing-eye dogs, hearing dogs, etc.): No fee for any license or tag issued
Fixed fees shall be payable to Contractor for all licenses processed during the term of this Agreement, regardless of whether they are processed by Contractor, County personnel, or a County contractor.

Fixed fees shall not be charged until the license is issued. Data entry of rabies vaccination certificates and incomplete licenses, which may or may not result in a license, are included at no extra charge.

An agreed upon method to follow-up with pet owners who did not respond to a prior notice is included at no additional charge.

B. In any event, the maximum amount the County shall be obligated to pay for services rendered under this Agreement shall not exceed SIX HUNDRED-THIRTEEN THOUSAND NINE HUNDRED AND FORTY FIVE DOLLARS ($613,945.00) (Included are bank fees)for the Agreement term.

C. Payment by County to Contractor shall be monthly and made be made electronically by the County should the required paperwork be completely by Contractor. Contractor shall bill County on or before the tenth (10 th) working day of each month for the prior month. The invoice shall include a summary of services and charges for the month of service. In addition, Contractor shall provide back-up to the invoice. Such back-up shall be in the form of a monthly report of the animals licensed.

Contractor will provide available bank statements within five business days if requested by County.

D. Additional Service Fees
Contractor shall invoice County for any bank deposit and supply fees outside the scope of this Agreement.

County will reimburse Contractor for bank fees upon verification of such, including:

1. Actual bank fees charged to Contractor as a result of Contractor maintaining the bank account for the purpose of providing services outlined in this contract. This amount, in and of itself, is included in the total contract amount and will not exceed SEVEN THOUSAND AND FIFTY DOLLARS ($7,050.00) (included in the contracted costs) without prior authorization from designated County staff.

2. Non-sufficient fee charge charged to Contractor. Contractor will make every attempt to collect bank fees from pet owners and will reimburse County upon collection of said fee.

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Contractor shall invoice County on a monthly basis for the actual cost of the bank account maintained for the purpose of this contract.

E. At the discretion of the Director of Public Health, Policy & Planning or designee, an annual conference call may be scheduled between the Contractor and County. Contractor’s time and/or related expenses are not billable.

F. At the discretion of the Director of Public Health, Policy & Planning or designee, a meeting at the County’s location may be scheduled between the Contractor and County once during the term of this contract. Contractor’s travel time to and from the County and/or related expenses are not billable.

G. If County or Contractor finds that performance is inadequate, at the County’s discretion, a meeting may be called to discuss the causes for the performance problem, and this Agreement may be renegotiated, allowed to continue to end of term, or terminated pursuant to Paragraph 4 of this Agreement. Any unspent monies due to performance failure may reduce the following year’s agreement, if any.

H. In the event this Agreement is terminated prior to June 30, 2022, Contractor shall be paid for services already provided pursuant to this Agreement.

I. In the event this Agreement is extended or renewed after June 30, 2022 and the County does not issue a Request for Proposal, Contractor agrees to continue the fixed fees as shown below:

One-year license: $4.28 per license
Multi-year license: $4.28 for the first year and $2.00 for each additional year Late fees collected: $2.50 collection service fee for each license Replacement tags: $4.28 per tag
Service animals (e.g. seeing-eye dogs, hearing dogs, etc.): No fee for any license or tag issued

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Michael P. Callagy
County Manager/
Clerk of the Board
County Government Center
400 County Center, 1st Floor
Redwood City, CA 94063
650-363-4121 T
650-363-1916 F
www.smcgov.org
July 7, 2020
Robert Barron, Finance Director
91 Ashfield Road
Atherton, CA 94027
Re: Notice of Construction Costs for the Animal Care Shelter Facility Dear Robert,
On or about September 9, 2014, the municipalities within San Mateo County entered into an agreement (“the Agreement”) to share the construction costs of a new animal care shelter facility. The agreement provides that the County of San Mateo will advance the funds for construction to be repaid by the municipalities according to their share, through a 30-year, interest-free lease agreement.

On March 6, 2020, construction of the new animal shelter building was completed, and certificate of occupancy was issued. The old shelter building was demolished shortly thereafter, and final project completion (with exception of photovoltaic installment) is slated for approximately July 30, 2020. Final project costs are reasonably determinable and anticipated to be approximately $28,300,000. The municipalities’ final shared responsibility is anticipated to be $25,700,000 or $856,758 annually. The County will not seek reimbursement for $2,600,000 in project costs comprised of an upgraded heating ventilation air conditioning ($600,000), a photovoltaic system ($1,200,000), miscellaneous site improvements related to landscaping, fencing, and parking ($530,000), and relocation of a City of Burlingame water line ($270,000).

The final column of Attachment B to this letter sets forth each municipalities’ final annual lease amount, as calculated in the manner proscribed by the Agreement. Final costs exceed the June 2018 estimate by approximately 3%. This marginal increase is a result of escalated regional construction costs and unforeseen circumstances encountered during construction, including requirements for ongoing air-quality monitoring, soil remediation and treatment, fire safety system modifications, PG&E delays, and necessary and reasonable end-user logistical design modifications. The County of San Mateo has worked diligently and successfully to minimize these additional costs while delivering a high-quality facility that will stand the test of time.

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ESTIMATE - FY 2026-27 ANIMAL CONTROL COSTS
26-27 Year Control rev
less control & licensing
exp less licensing rev
CY 2025 licensing
revenue
TOTAL OF AC&L Rev
less exp
$6,617,109 $1,101,147 $7,718,256
CITY Service Level Service Level Service Level Animals Service Level Estimated Estimated CY 2025 Licensing Revenue Adjusted Percentage Percentage Services Received Percentage 2026-2027 2026-27 Percent Percent Distribution 2026-2027 City Cost
CY 2023 Actual CY 2024 Actual CY2025 CY2025 CY 2025 Actual Before subtracting license
revenue % of total revenue
Licensing Revenue
Collected
Atherton 1.05% 0.94% 1.35% 0.71% 0.97% 0.99% $76,167 1.18% 13,044$ $63,123 Belmont 3.04% 2.79% 3.73% 2.60% 3.07% 2.96% $228,613 4.43% 48,834$ $179,779 Brisbane 0.58% 0.73% 0.94% 0.66% 0.77% 0.69% $53,623 0.64% 6,993$ $46,630 Burlingame 3.95% 3.96% 3.96% 3.81% 3.87% 3.92% $302,910 4.93% 54,310$ $248,600 Colma 0.38% 0.34% 0.72% 0.38% 0.52% 0.41% $31,915 0.17% 1,915$ $30,000 Daly City 9.68% 9.66% 8.59% 10.92% 9.97% 9.77% $753,974 7.44% 81,913$ $672,061 East Palo Alto 9.68% 8.16% 6.55% 11.34% 9.38% 9.07% $700,262 0.96% 10,579$ $689,683 Foster City 2.74% 2.85% 3.72% 2.48% 2.99% 2.86% $220,807 3.86% 42,528$ $178,279 Half Moon Bay 1.96% 1.78% 2.23% 1.04% 1.53% 1.76% $135,513 2.85% 31,336$ $104,177 Hillsborough 1.05% 1.21% 1.61% 0.66% 1.05% 1.10% $85,240 2.45% 26,975$ $58,265 Menlo Park 5.11% 5.50% 5.11% 5.55% 5.37% 5.33% $411,227 3.74% 41,223$ $370,004 Millbrae 2.05% 2.07% 1.73% 2.69% 2.30% 2.14% $165,058 2.80% 30,816$ $134,242 Pacifica 4.16% 4.43% 5.30% 3.59% 4.29% 4.30% $331,607 8.39% 92,424$ $239,183 Portola Valley 0.49% 0.57% 0.97% 0.14% 0.48% 0.51% $39,525 1.48% 16,292$ $23,233 Redwood City 12.19% 11.83% 11.77% 12.31% 12.09% 12.04% $929,037 11.93% 131,347$ $797,690 San Bruno 5.28% 5.60% 4.43% 5.96% 5.33% 5.41% $417,198 5.77% 63,518$ $353,681 San Carlos 2.80% 2.94% 3.61% 2.72% 3.08% 2.94% $226,922 5.52% 60,821$ $166,101 San Mateo 15.03% 15.19% 12.64% 15.86% 14.54% 14.92% $1,151,582 15.27% 168,156$ $983,426 S. San Francisco 8.62% 8.41% 7.86% 9.22% 8.66% 8.56% $660,900 7.45% 82,084$ $578,816 Woodside 1.02% 1.10% 1.34% 0.45% 0.81% 0.98% $75,527 1.40% 15,434$ $60,093 County 9.14% 9.96% 11.83% 6.90% 8.92% 9.34% $720,649 7.32% 80,605$ $640,044 Total 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% $7,718,256 100.00% $1,101,147 $6,617,109 ESTIMATE - FY 2026-27 Animal Control Costs -
calculating Field @ 41% & Shelter @ 59% over 3 years and using past calendar year license revenue per city as of 4/16/2026
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ATTACHMENT 4
City Council Agenda Item
Staff Report

CITY OF SAN BRUNO
DATE: May 12, 2026
TO: Honorable Mayor and Members of the City Council
FROM: Alex D. McIntyre, City Manager
PREPARED BY: Nick Pegueros, Administrative Services Director & CFO SUBJECT: Consider Adoption of a Resolution Authorizing the Administrative Services Director to Execute a One-Year Agreement with Abnormal Security Corporation, Via Reseller Ally Technologies, for Advanced Email Security Services (Abnormal AI) in an Amount Not to Exceed $29,431.69 BACKGROUND:

The City continues to experience a high volume of increasingly sophisticated phishing and social engineering attacks targeting staff. These threats pose significant risk to City operations, including unauthorized access to systems, financial fraud, and exposure of sensitive data.

The City’s current email security tools provide a baseline level of protection; however, they are not sufficient to detect and prevent more advanced, behavior-based threats.

To address this gap, the Information Technology Division of Administrative Services conducted an evaluation of multiple vendors specializing in advanced email security. Abnormal Security was selected for pilot testing due to its strong performance in detecting phishing, account takeover attempts, and anomalous email behavior.

DISCUSSION:

Staff recommends entering into a one-year agreement with Abnormal Security Corporation, via reseller Ally Technologies, for the implementation of advanced email security services, Abnormal AI. The proposed solution is a cloud-based platform that integrates with the City’s Microsoft 365 environment and provides enhanced protection against phishing, business email compromise, and account takeover threats. The service includes software licensing, configuration, ongoing monitoring, and vendor-supported updates and maintenance. The volume and sophistication of these attacks continue to increase, making enhanced protection a near-term priority for safeguarding City operations.

The Abnormal AI platform will provide:
 Advanced detection of phishing and social engineering attacks using behavioral analysis  Identification of anomalous email activity, including account takeover attempts  Real-time protection within the City’s Microsoft 365 environment  Automated threat remediation with minimal impact to end users  Continuous software updates and vendor-supported maintenance 513 of 537
Item 6j.

Honorable Mayor and Members of the City Council
May 12, 2026

During a pilot evaluation, the solution demonstrated a significant improvement in identifying and blocking malicious emails that were not detected by the City’s existing security controls. The platform requires no additional on-premises infrastructure and can be implemented with minimal disruption to City operations.

The proposed agreement is based on vendor-provided terms and conditions typical of software- as-a-service offerings and does not fully align with the City’s standard contract template. As such, City Council approval is required.

FISCAL IMPACT:

The total cost of the one-year agreement will not exceed $29,431.69, which includes all software, configuration, and ongoing services and support. Funding is included in the Fiscal Year 2025–2026 budget for the Information Technology Department.

Given the rapidly evolving nature of cybersecurity threats and AI-based defenses, staff will reassess this solution prior to renewal and return to Council with a recommendation to continue or pursue an alternative.

ENVIRONMENTAL IMPACT:

There is no environmental impact associated with this action.

RECOMMENDATION:

Staff recommends that the City Council adopt a resolution authorizing the Administrative Services Director to execute a one-year agreement with Abnormal Security Corporation, via reseller Ally Technologies, for advanced email security services in an amount not to exceed $29,431.69.

ALTERNATIVES:

1. Do not approve the agreement. The City would continue relying on its existing email security tools, which have demonstrated limitations in detecting and preventing advanced phishing and social engineering attacks, increasing the risk of financial fraud and unauthorized access.

2. Delay the project. This would postpone implementation of enhanced email security protections and prolong the City’s exposure to increasingly sophisticated cyber threats.

Additionally, pricing and availability may change as the product moves beyond its current offering structure.

ATTACHMENTS:

1. Resolution

2. General Services Agreement; Quote Terms; Terms of Service; Support and Service Level Agreement Policy

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1 RESOLUTION NO. 2026 - ___

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

ADMINISTRATIVE SERVICES DIRECTOR TO EXECUTE A ONE-YEAR AGREEMENT WITH

ABNORMAL SECURITY CORPORATION, VIA RESELLER ALLY TECHNOLOGIES, FOR

ADVANCED EMAIL SECURITY SERVICES (ABNORMAL AI) IN AN AMOUNT NOT TO EXCEED $29,431.69
WHEREAS, the City continues to experience a high volume of increasingly sophisticated phishing and social engineering attacks targeting staff, creating risk to City operations, including unauthorized access, financial fraud, and exposure of sensitive information; and WHEREAS, the City’s existing email security tools provide a baseline level of protection but are not sufficient to detect and prevent advanced, behavior-based threats; and WHEREAS, the Information Technology Division conducted an evaluation of advanced email security solutions and identified Abnormal Security as a leading platform for detecting phishing, account takeover attempts, and anomalous email behavior; and WHEREAS, the Abnormal AI platform provides a cloud-based solution that integrates with the City’s Microsoft 365 environment and enhances protection against business email compromise and other advanced threats; and
WHEREAS, the proposed agreement includes software licensing, configuration, and ongoing vendor-supported updates and maintenance for a one-year term; and WHEREAS, the agreement is based on vendor-provided software-as-a-service terms and conditions and does not fully conform to the City’s standard contract template, requiring City Council approval; and
WHEREAS, sufficient funding for this project is included in the Fiscal Year 2025–2026 budget; NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of San Bruno hereby:

1. Approves a one-year agreement with Abnormal Security Corporation, via reseller Ally Technologies, for advanced email security services (Abnormal AI) in an amount not to exceed $29,431.69; and

2. Authorizes the Administrative Services Director, or designee, to execute the agreement and any related documents necessary to implement the services; and

3. Authorizes the Administrative Services Director, or designee, to approve non-material amendments and administrative documents, consistent with the intent of this approval and within the authorized budget.
---oOo---
I hereby certify that foregoing Resolution No. 2026 - ___ was introduced and adopted by the San Bruno City Council at a regular meeting on May 12, 2026, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:
_____________________________
Lupita Huerta, City Clerk
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ATTACHMENT 1

GENERAL SERVICES AGREEMENT
This Agreement is made and entered into between the City of San Bruno ("City"), a municipal corporation, and Ally Technologies LLC, a limited liability company, as (“Contractor”) as of 4/28/2026 (the “Effective Date”). In consideration of their mutual covenants, the parties hereto agree as follows:

1. Scope of Work. Subject to the terms and conditions of this Agreement, Contractor shall provide those services described in Exhibit A, to generally include Resell Abnormal Ai, 1 year Software Subscription

2. Payment Terms. For the services described in Exhibit A, the City agrees to pay Contractor a total amount that shall not exceed $29,431.69, which amount shall include all expenses. Contractor shall submit progress billings on a monthly basis, if applicable. Contractor’s bill shall include the following information for the project: a brief description of services performed, the date the services were performed, the number of hours spent and by whom, a brief description of any costs incurred, percent completion to date of each task and subtask, total of prior billings, amount for billing period, total billing to date. In no event shall Contractor submit any billing for an amount in excess of the maximum amount of compensation provided for in this section.

3. Term of Performance. Contractor shall begin performing the services set forth in Exhibit A as soon as he or she is notified by the City.

Contractor shall thereafter perform and complete all services by no later than __4/28/2027 (insert date).

4. Independent Contractor. At all times during the term of this Agreement, Contractor, its employees and agents shall be independent contractors and not employees or agents of the City. Contractor, its employees and agents shall have no authority, express or implied, to bind the City to any obligation whatsoever.

5. Assignment and Subcontracting. It is recognized by the parties hereto that a substantial inducement to City for entering into this agreement was, and is, the qualifications and competence of Contractor. Therefore, Contractor shall not subcontract, assign or transfer any portion of the performance contemplated and provided for in this Agreement without the approval of the City Manager. Contractor shall not subcontract any portion of the performance contemplated and provided for herein without prior written approval of the City.

6. Indemnification. To the fullest extent permitted by law, Contractor sh
all defend (with legal counsel reasonably acceptable to the City), indemnify and hold harmless City and its Council, officers, agents, departments, officials, representatives and employees (collectively “Indemnitees”) from and against any and all claims, suits, actions, 516 of 537 ATTACHMENT 2
losses, costs, damages, injuries (including, without limitation, economic harm, injury to or death of an employee of Contractor or its Subcontractors), expenses and liabilities of every kind, nature and description, at law or equity (including, without limitation, incidental and consequential damages), and reasonable attorneys’ fees and costs, litigation expenses, court costs, and fees of expert consultants or expert witnesses, and costs of investigation (collectively “Defense Costs”) that arise from, relate to or pertain to, directly or indirectly, in whole or in part, any negligent or reckless act or omission or any willful misconduct of Contractor, any Subcontractor, anyone directly or indirectly employed by them, or anyone that they control (collectively “Liabilities”). Contractor shall pay and satisfy any judgment, award or decree that may be rendered against the Indemnitees except to the extent that liability is caused by the Indemnitees’ sole negligence, active negligence, or willful misconduct, but shall apply to all other Liabilities.

Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to defend or indemnify the Indemnified Parties from any Claim arising from the sole negligence, active negligence, or willful misconduct of the Indemnified Parties. This Section 9 shall be interpreted and applied to be consistent with the limitations in Civil Code sections 2782 and 2782.8. Nothing in this indemnity shall be construed as authorizing any award of attorney’s fees in any action on or to enforce the terms of t his Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Contractor.

7. Insurance. Throughout the term of this Agreement, Contractor shall obtain and maintain, at its own expense, the minimum insurance coverage set forth below. The City and its elected officials, officers, and employees shall be named as additional insureds using ISO endorsement forms CG 20 10 and 20 37 or their equivalents. This Agreement is expressly contingent upon the insurance requirements being met, and this Agreement shall not be complete, and no work may commence until Contractor has provided adequate proof of insurance. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. (a) Statutory Worker’s Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly for Contractor with limits not less than $2,000,000, including a waiver of subrogation endorsement in favor of the City, its officers, agents, employees, and volunteers. (b)
If applicable, Contractor shall not allow any subcontractors to commence work on any subcontract until all insurance required of the Contractor has also been obtained for the subcontractor in the amounts indicated herein.

8. Nondiscrimination and Equal Opportunity. During the performance of this Agreement, Contractor shall not discriminate against an employee or applicant for employment because of race, religion, creed, color, national origin, sex, sexual orientation or age.

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10. Documents. If applicable, Contractor shall deliver to the City, on request of the City Manager, copies of all original papers, documents and any other materials, in electronic or any other form, prepared by Contractor pursuant to this Agreement.

11. Licenses. If a license of any kind, which term is intended to include evidence of registration, is required of Contractor, its employees, agents or subcontractors by federal or state law, Contractor warrants that such license has been obtained, is valid and in good standing, and Contractor shall keep it in effect at all times during the term of this Agreement, and that any applicable bond has been posted in accordance with all applicable laws and regulations.

12. Time is of the Essence. Contractor agrees to diligently prosecute the services to be provided under this Agreement to completion and in accordance with the schedule specified in Exhibit A. In the performance of this agreement, time is of the essence.

13. Termination. This Agreement may be terminated or suspended by the City upon fifteen (15) days written notice. Upon receipt of such notice from the City, Contractor shall immediately stop all work under this Agreement. In the event of termination by the City, Contractor shall be entitled to payment on a pro rata basis for the services performed as of the date of termination, to the extent they were performed in accordance with this Agreement.

14. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.

15. Contract Administration and Notice. This Agreement shall be administered on behalf of the City by the _____________, (Name & Title). Any written notice between the parties shall be sent to:

City of San Bruno
Attention: _____________
Department of ____________
567 El Camino Real
San Bruno, CA 94066
Contractor’s Name
Attention: Ally Technologies LLC
Contractor’s Address:
2031 Salvio St, Concord CA 94520

16. Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A, represents the entire and integrated agreement between City and the Contractor and supersedes all prior

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negotiations, representations or agreements, either written or oral. Where the terms and conditions set forth in Exhibit A conflict with the terms and conditions of this Agreement, the terms and conditions of this Agreement shall prevail. This Agreement may be modified or amended only by a subsequent written agreement signed by both parties.

17. Miscellaneous. The laws of the State of California shall govern this Agreement and all matters relating to it and venue for state court shall be in Redwood City and for federal court in San Francisco. In the performance of this Agreement, Contractor shall abide by and conform to any and all applicable laws, including, but not limited to the San Bruno Municipal Code.

18. IN WITNESS HEREOF, the parties have caused their authorized representatives to execute this Agreement on ________________, 20__. This Contract is not valid until signed by all parties below.

CITY: CONTRACTOR
_____________________________ _______________________________ By: City Manager By:

ATTEST:

Title: ___________________________
_________________________ _______________________________ City Clerk Contractor’s San Bruno License Number
_______________________________
Contractor’s Tax I.D. Number
APPROVED AS TO FORM:
__________________________________
City Attorney

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City of San Bruno
Quote Terms
Quote # COSB - 02
04/28/2026
Prepared by:

Umar Khan
[email protected]
Exhibit A

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Date: 04/28/2026
Valid Until: 04/30/2026
Quote Number: COSB - 02
Quote DescriptionCustomer Information
Company Name: City of San Bruno
Contact Name: Daniel Rivas
Contact Email: [email protected]
Contact Number: +1 (650) 616 - 7073
Address: 567 El Camino Real San Bruno, CA 94066 USA
Executable Quote for City of San Bruno
Quote Summary
Product Description Subscription Schedule Grand-Total
Abnormal AI Email Filtering – 1 Year Option 04/30/2026- 04/29/2027 $29,431.69 Payment Summary
Payment #1 is billable upon order placement:
05/30/2026 $29,431.69
SKU Product QTY Price
IES Inbound Email Security 415 $18,958.87
CORE- ATO Core Account Takeover Protection 415 $4,840.40 PFF Platform Fee 1 $5,632.42
Total 415 $29,431.69

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Abnormal AI 1-Year Subscription Agreement
This Agreement is entered into on [04/30/2026], by and between Ally Technologies LLC, located at 2031 Salvio St, Concord, CA 94520 (hereinafter referred to as the “Reseller”), and City of San Bruno, 567 El Camino Real San Bruno, CA 94066 (hereinafter referred to as the “Client”).

1. Purpose
The purpose of this Agreement is to define the terms under which the Reseller will procure, deliver, and support Abnormal AI Email Security Software for the Client for a one (1)-year subscription term.

2. Term
This Agreement shall commence on April 30, 2026 and remain in effect through April 29, 2027, totaling a period of one (1) year (the “Term”).

3. Payment Terms: Net 30 from invoice date
Total Contract Value: $29,431.69
Subscription Fee: $29,431.69
Year One (04/30/2026 – 04/29/2027)
In adherence to the subscription start date, “Year One” shall be invoiced on April 30, 2026.

Payment shall be due on or before May 30, 2026 (Net 30).

4. Services / Deliverables
Reseller agrees to deliver and maintain the following throughout the Term: Procurement and provisioning of Abnormal AI Email Security Software licensing Subscription management for the full one (1)-year term, Vendor coordination and renewal management, Ongoing licensing support and account oversight

5. Late Payment
Payments not received within seven (7) days after the applicable due date shall accrue a late charge equal to 2.5% of the outstanding annual subscription amount, in addition to any other remedies available under this Agreement. Reseller reserves the right to suspend services for accounts that remain unpaid beyond thirty (30) days from the due date.

6. Non-Termination Clause
This Agreement is binding for the full one (1)-year Term and may not be terminated, cancelled, or altered by either party except by mutual written agreement.

The Client acknowledges that early cancellation:

Does not relieve the Client of its payment obligations for the remaining balance of the Term; and Results in forfeiture of any prepaid amounts.

All unpaid amounts for the remaining Term shall become immediately due and payable upon unauthorized termination.

7. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California.

8. Entire Agreement
This Agreement constitutes the entire understanding between the parties regarding the Abnormal AI Subscription and supersedes all prior proposals, negotiations, representations, or agreements, whether written or oral.

Reseller:

Ally Technologies LLC
2031 Salvio St, Concord, CA 94520
Name: _________________________
Title: __________________________
Signature: _____________________
Date: __________________________
Client:

City of San Bruno
567 El Camino Real San Bruno, CA 94066
Name: _________________________
Title: __________________________
Signature: _____________________
Date: __________________________

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Abnormal AI Cloud Terms of Service
Effective February 1, 2026

ABNORMAL AI

CLOUD TERMS OF SERVICE
These Cloud Terms of Service shall apply to your use of the Service or any related service effective on or after February 1, 2026. If you are an existing Customer and previously agreed to a version of the Cloud Terms of Servicebefore this date, these updated Cloud Terms of Service will go into effect upon the renewal date of your next Order. If you have a separate written agreement with Abnormal AI, Inc. with respect to use of the Service or any relatedservices, these Cloud Terms of Service will not apply to you.

These Cloud Terms of Service (“Agreement”) govern your (“Customer”) use of the Service and any related services. By clicking a box indicating your acceptance of this Agreement, (e.g., “I Agree,” “Accept Terms,” “I Understandand Agree”) or similar button on the Service registration page, or executing an Order, as further described below, or by otherwise accessing the Service, you represent that (1) you have read, understand, and agree to be bound bythis Agreement, (2) you are of legal age to form a binding contract with Abnormal AI, Inc., having its principal place of business at 8474 Rozita Lee Ave, Suite 420, Las Vegas, NV 89113, (“Abnormal,” “we,” “our,” or “us”; Abnormaland Customer may each be referred to separately as, a “Party,” or together as, the “Parties”), and (3) you have the authority to enter into this Agreement on behalf of the company or other organization you represent, and to bindthat entity to this Agreement. In the event you are agreeing to this Agreement on behalf of a company or organization, “Customer,” will refer to the entity you are representing. We may update this Agreement from time to time inaccordance with Section 15.4 (Updates). 1. DEFINITIONS

1.1. “Acceptable Use Policy” or “AUP” means the Acceptable Use Policy available at legal.abnormalsecurity.com.

1.2. “Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a Party, provided such entity will be considered an Affiliate for only such time as such control ismaintained; where “control” means the ownership of greater than fifty percent (50%) of (a) the voting power to elect directors of the company, or (b) the ownership interests in the company.

1.3. “Anomaly Determinations” or “ADs” means the analysis, context, or determinations made by the Service as a result of processing Customer Data, which may incorporate Threat Intelligence and other proprietaryAbnormal information.

1.4. “Confidential Information” means information disclosed by or on behalf of one Party (as “discloser”) to the other Party (as “recipient”) under this Agreement, in any form, which: (a) the discloser identifies to recipientas “confidential” or “proprietary”; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Without limiting the foregoing: (a) Abnormal’s ConfidentialInformation includes the Service, ADs, any technical, pricing or performance information about the Service, the terms and conditions of this Agreement, and any information conveyed to Customer in connection withSupport; and (b) Customer’s Confidential Information includes Customer Data and Customer Materials.

1.5. “Customer Data” means information, including Personal Data (as defined in the DPA), provided by Customer for processing by Abnormal via the Service or while providing Support.

1.6. “Customer Materials” means materials and resources that Customer makes available to Abnormal in connection with Technical Services.

1.7. “Documentation” means the Abnormal standard technical guides, policies, and documentation for the Service, including all additions and modifications made by Abnormal from time to time, that are made availableon the dedicated ‘Documentation’ pages within the Service or on the dedicated ‘Customer Support’ pages of the Abnormal managed website.

1.8. “Order” means an order for Customer’s access to the Service, Support, or Technical Services or related services that is: (a) either executed by the Parties and references this Agreement or entered into by Customervia self-service; or (b) entered into by Abnormal and a Channel Partner on behalf of Customer.

1.9. “Product Specific Terms” means any terms and conditions specific to an applicable Service that supplement, but do not replace, this Agreement and are available at legal.abnormalsecurity.com.

1.10. “Service” means Abnormal’s proprietary software-as-a-service products, including its artificial intelligence and machine learning based detection and operational engine, which generates ADs andThreat Intelligence,and as identified in the relevant Order, including any modifications, updates, upgrades, and enhancements thereto that Abnormal makes generally available to its customer base. The Service includes the Documentationbut not Technical Services or Third-Party Products.

1.11. “Service Operations Data” means Abnormal’s technical logs, analytics, or other data and learnings related to Customer’s use of the Service and Support, but excluding Customer Data. 1.12. “Subscription Term” means the term for Customer’s use of the Service as set forth on the applicable Order.

1.13. “Support” means the customer support services set out on: (a) the dedicated ‘Customer Support’ page of the Abnormal website, and (b) the SLA; but excluding any Technical Services.

1.14. “Technical Services” means training, migration, enablement, or other technical services that Abnormal furnishes to Customer related to the Service.

1.15. “Threat Intelligence” means information collected, generated, derived, and/or analyzed by the Service that is related to security risks, fraud, loss, threat, or other harm detection and analysis identified by theService, such as a third-party malicious actor’s IP address, email address, name, and hashes of malware.

1.16. “Third-Party Product(s)” means any product, add-on, or platform not provided by Abnormal that Customer uses with the Service.

1.17. “Trials and Betas” means access to the Service (or Service features) on a free, trial, beta, or early access basis.

1.18. “Users” means individuals or entities that are authorized by Customer to use the Service under its account and on its behalf.

2. ACCESS OF THE SERVICE

2.1. The Service. Subject to this Agreement, Abnormal grants Customer a limited, revocable license to access and use the Service during a Subscription Term, solely for its internal business purposes, in accordance withthe Documentation (including the right to copy and use the Documentation).

2.2. Affiliates. Customer’s Affiliates may serve as Users. Customer shall be responsible for its Affiliates’ use of the Service. Alternatively, Customer’s Affiliates may enter into their own Orders as mutually agreed withAbnormal, which creates a separate agreement between each such Affiliate and Abnormal incorporating this Agreement with the Affiliate treated as “Customer.” Neither Customer nor any Customer Affiliate has any rightsunder each other’s separate agreement with Abnormal, and breach or termination of any such separate agreement affects only that agreement.

Abnormal AI Cloud Terms of Service (version 8.1)

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2.3. Support and Availability. Abnormal will provide Support and adhere to service level commitments described in the Support and Service Level Agreement Policy (“SLA”) available at legal.abnormalsecurity.com.

3. DATA

3.1. Customer Data. Customer grants Abnormal a limited, revocable license during each Subscription Term to use Customer Data to provide the Service, Support, and Technical Services.

3.2. Security. Abnormal maintains industry-standard physical, technical, and administrative safeguards as described in the Security Exhibit available at legal.abnormalsecurity.com that are designed to prevent unauthorizedaccess, use, alteration or disclosure of Customer Data. Abnormal will not materially decrease the overall level of security for the Service during a Subscription Term.

3.3. Data Processing Addendum. Abnormal will process Customer Data in accordance with, and each Party will comply with, the Data Processing Addendum (“DPA”) available at legal.abnormalsecurity.com. 3.4. Anomaly Determinations. The Service may provide Customer with ADs which indicate a possibility or likelihood of security risks, fraudulent, malicious, or other loss causing activity occurring in Customer’s environment.Customer acknowledges and agrees that the Service provides ADs for Customer’s consideration, but that Customer is ultimately responsible for any actions taken or not taken in relation to such ADs, including any auto-remediation configuration which Customer may choose to set within the Service. Customer may export ADs from the Service, as described in the Documentation, during the Subscription Term. If Customer exports ADs,Abnormal grants to Customer a non-exclusive, non-sublicensable, non-transferable (except as permitted by the Agreement) license to reproduce, distribute, and prepare derivative works of ADs solely for its internalbusiness purposes, including with Customer’s use of Third-Party Products.

3.5. Artificial Intelligence Model Training
(a) Customer-Specific Models. Abnormal may use Customer Data solely for the benefit of Customer in training the Service for the purpose of identifying and addressing potential security risks, fraudulent, malicious,or other loss causing activities. (b) Shared Models. Abnormal may incorporate any learnings from ADs, including any Customer subsequent action or inaction taken in response to ADs, into training its Service and Threat Intelligence for thepurpose of identifying and addressing potential security risks, fraudulent, malicious, or other loss causing activities to customers. Any such ADs learnings will be: (i) de-identified so as to not identify Customer or itsUsers; and (ii) to the extent practicable, aggregated with data across other customers. Abnormal shall not use Customer Data to train or otherwise improve the LLMs of any third-party resource providers or to trainany model that is federated across the Abnormal customer base.

3.6. Service Operations Data. Abnormal may collect Service Operations Data and use it to operate, improve, and support the Service and for other lawful business purposes, including business operations and productdirection. However, Abnormal will not disclose Service Operations Data externally unless it is: (a) de-identified so that it does not identify Customer, its Users, or any other person; and (b) aggregated with data across othercustomers.

3.7. Third-Party Products. Customer may choose to enable integrations or exchange Customer Data with Third-Party Products. Customer’s use of a Third-Party Product is governed by its agreement with the relevantprovider, not this Agreement. Abnormal is not responsible for Third-Party Products or for the manner in which Customer Data may be managed by such products. 4. USE OF THE SERVICE

4.1. Customer Responsibilities. Customer is responsible for: (a) provisioning and managing User accounts, Users’ actions through the Service, and Users’ compliance with this Agreement, (b) using the Service inaccordance with the Documentation, (c) complying with the Acceptable Use Policy and any applicable Product Specific Terms, and (d) obtaining all necessary rights and consents to grant Abnormal a license to useCustomer Data with the Service as provided herein.

4.2. Restrictions. Customer will not and will not allow any User or third party to: (a) access or use the Service (in whole or part) for any competitive purposes, including to develop a similar or competing product or service(e.g., benchmarking); (b) conduct penetration testing on the Service, interfere with its operation, or circumvent its access restrictions; (c) market, sublicense, distribute, resell, lease, loan, transfer, or otherwise commerciallyexploit or make the Service available (in whole or part) to any third party, except to a third party that manages Customer’s computing environment, grant non-Users or any entity that competes with or offers services similarto the Service access to the Service, or use the Service to provide a hosted or managed service to others; (d) obtain or attempt to obtain the Service by any means or device with intent to avoid paying the fees that wouldotherwise be payable for such access or use; or (e) modify, create derivative works of, decompile, reverse engineer, attempt to gain access to the source code of, or copy the Service, or any of its components, includingany underlying artificial intelligence models and model data, except to the extent these restrictions are prohibited by Laws and then only upon advance notice to Abnormal.

5. TECHNICAL SERVICES. Abnormal may perform Technical Services as described in an Order, which may identify additional terms or milestones for the Technical Services. Customer will give Abnormal timely access toCustomer Materials reasonably needed for Abnormal’s provision of the Technical Services, and if Customer fails to do so, Abnormal’s obligation to provide Technical Services will be excused until such access is provided.Abnormal will use the Customer Materials only for purposes of providing Technical Services. Abnormal may make use of service partners to provide the Technical Services. Subject to any limits in an Order, Customer will reimbursereasonable pre-approved travel and lodging expenses incurred by Abnormal in providing Technical Services. Customer may use the product of any Technical Services that Abnormal furnishes only in connection with Customer’sauthorized use of the Service under this Agreement.

6. FEES AND PAYMENT. If Customer purchases the Service directly from Abnormal, Section 6.1 (Payment), 6.2 (Taxes), 6.3 (Payment Disputes), and Section 6.5 (Records and Validation) shall apply. If Customer purchases theService through an authorized Abnormal channel partner (“Channel Partner”), Section 6.4 (Channel Partner Service Subscriptions) and Section 6.5 (Records and Validation) shall apply.

6.1. Payment. Customer will pay the fees described in the applicable Order. Unless the Order states otherwise, all undisputed amounts are payable in U.S. dollars and due within 30 days from the start date of the initialSubscription Term shown in the Order (“Due Date”). For multi-year Subscription Terms, fees for each subsequent year of the Subscription Term will be due on the anniversary date of the initial Due Date. All fees andexpenses are non-refundable and non-cancellable except as expressly set out in the Agreement and any applicable Order. In addition to any other remedies set forth in this Agreement, if any undisputed, invoiced amountis not received by Abnormal by the Due Date, then those charges may accrue late interest at the rate of one and a half percent (1.5%) of the outstanding balance per month or the maximum rate permitted by Law,whichever is lower.

6.2. Taxes. Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to its Orders, whether domestic or foreign (“Taxes”), other than Abnormal’s income tax. Fees andexpenses are exclusive of Taxes. Unless Customer provides Abnormal with a valid exemption certificate, Customer is solely responsible for paying all Taxes associated with or arising from this Agreement. If anywithholding is required by Law, Customer will pay Abnormal any additional amounts necessary to ensure that the net amount that Abnormal receives after any such withholding equals the amount Abnormal would havereceived if no withholding had been applied. Customer will provide documentation showing that the withheld amounts have been paid to the relevant taxing authority. Abnormal’s failure to charge appropriate tax due toincomplete or incorrect information provided by Customer will not relieve Customer of its obligations under this Section 6.2 (Taxes).

6.3. Payment Disputes. If Customer disputes an invoice in good faith, it will notify Abnormal prior to the Due Date and the Parties will seek to resolve the dispute over a 15-day discussion period. Customer is not required topay disputed amounts during the discussion period, but will timely pay all undisputed amounts. After the discussion period, either Party may pursue any available remedies.

6.4. Channel Partner Service Subscriptions. Customer will pay applicable amounts to the Channel Partner as agreed between Customer and the Channel Partner. Customer’s order details (e.g., scope of use, SubscriptionTerm) will be as stated in the Order placed by Channel Partner with Abnormal on Customer’s behalf. Customer’s Order will renew with Channel Partner in accordance with Section 7.1 (Term), unless Channel Partnernotifies Abnormal that it is opting-out of auto-renewal on Customer’s behalf as described in this Agreement or in the manner specified in the agreement between Channel Partner and Abnormal. If Customer is entitled to arefund under this Agreement, Abnormal will refund any applicable amounts to the Channel Partner and the Channel Partner will be solely responsible for refunding the appropriate amounts to Customer, unless otherwisespecified. The amount paid or payable by the Channel Partner to Abnormal for Customer’s use of the applicable Service under this Agreement will be deemed the amount paid or payable by Customer to Abnormal underthis Agreement for purposes of Section 13 (Limitations of Liability). Abnormal is not responsible for any acts, omissions, products, or services provided by Channel Partner.

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6.5. Records and Validation. Customer is responsible for providing complete and accurate billing and contact information to Abnormal or Channel Partner and notifying Abnormal or Channel Partner of any changes to suchinformation. Abnormal may conduct verification checks on the usage of the Service during the Subscription Term. If it is determined that the usage of the Service exceeds the baseline quantity stated in an applicable Orderby more than five percent (5%), Customer shall pay Abnormal or Channel Partner any over-usage at the same price per unit set forth in the applicable Order on a pro-rata basis for the remainder of the Subscription Term ina separate Order. If Customer fails to pay for the over-usage, Abnormal may terminate access to the Service within 30 days of Abnormal’s or Channel Partner’s written notice to Customer of non-compliance.

7. TERM, TERMINATION, AND SUSPENSION 7.1. Term. The term of this Agreement will commence on the date you accept this Agreement (“Effective Date”) and continues until expiration or termination of all Subscription Terms, unless otherwise terminated aspermitted by this Agreement (the “Term”). Each Subscription Term will renew for successive periods unless: (a) the Parties agree on a different renewal Order; or (b) either Party notifies the other (or Channel Partner notifiesAbnormal, if applicable) of non-renewal at least 30 days prior to the end of the then-current Subscription Term. If no Subscription Term is in effect, either Party may terminate this Agreement for any or no reason with noticeto the other Party.

7.2. Termination. Either Party may terminate this Agreement, including all Subscription Terms, if the other Party (a) fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after notice,or (b) immediately on notice if the other party ceases operation without a successor or seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or ifsuch a proceeding is instituted against that Party and not dismissed within 60 days. Customer shall receive a refund of any pre-paid, unused fees for the terminated portion of an applicable Subscription Term for suchCustomer-initiated terminations from Abnormal or Channel Partner, and Customer will promptly pay Abnormal or Channel Partner any and all outstanding fees and expenses due both as of the date of termination and for theterminated portion of the Subscription Term for any such Abnormal-initiated termination.

7.3. Data Export & Deletion. During a Subscription Term, Customer may export Customer Data from the Service (or Abnormal will otherwise make the Customer Data available to Customer) as described in theDocumentation. After termination or expiration of this Agreement, Abnormal will delete Customer Data and each Party will delete any Confidential Information of the other in its possession or control. Abnormal may retainCustomer Data and each Party may retain Confidential Information in accordance with its standard backup or record retention policies or as required by Laws, subject to Section 3.2 (Security), Section 8 (Confidentiality),and Section 3.3 (DPA).

7.4. Effect of Termination.
(a) Customer’s right to use the Service, Support, and Technical Services will immediately cease upon any termination or expiration of this Agreement, subject to this Section 7 (Term, Termination, and Suspension). (b) In no event will any termination or expiration relieve Customer of the obligation to pay any expenses and fees payable to Abnormal for the period prior to the effective date of termination or expiration. (c) The following Sections will survive expiration or termination of this Agreement: 3.4 (Anomaly Determinations), 3.5 (Artificial Intelligence Model Training), Section 3.6 (Service Operations Data), Section 4 (Use ofthe Service), 6.1 (Payment) (for amounts then due), 6.2 (Taxes), 7.3 (Data Export & Deletion), 7.4 (Effect of Termination), 8 (Confidentiality), 9 (Proprietary Rights), 11.4 (Disclaimer), 12 (Indemnification), 13(Limitations of Liability), and 15 (General Terms).

7.5. Suspension. Abnormal shall be entitled to suspend Customer’s access to the Service and related services due to a Suspension Event, but where practicable will give Customer prior notice so that Customer may seekto resolve the issue and avoid suspension. Abnormal is not required to give prior notice in exigent circumstances or for a suspension made to avoid material harm or violation of Laws. Once the Suspension Event isresolved, Abnormal will promptly restore Customer’s access to the Service in accordance with this Agreement. “Suspension Event” means: (a) Customer’s account is 30 days or more overdue from Customer, if direct orfrom Channel Partner; (b) Customer is in breach of Section 4 (Use of the Service); or (c) Customer’s use of the Service risks material harm to the Service or others.

8. CONFIDENTIALITY

8.1. Use and Protection. The recipient will: (a) use Confidential Information only to fulfill its obligations and exercise its rights under this Agreement; (b) not disclose Confidential Information to third parties withoutdiscloser’s prior approval, except as permitted in this Agreement; and (c) protect Confidential Information using at least the same precautions recipient uses for its own similar information and no less than a reasonablestandard of care.

8.2. Permitted Disclosures. The recipient may disclose Confidential Information to its employees, agents, contractors, Affiliates, subcontractors, and other representatives having a legitimate need to know (including, forAbnormal, any subprocessors referenced in the DPA or Service support providers as referenced in Section 15.7), provided recipient remains responsible for their compliance and they are bound to confidentialityobligations no less protective than this Section 8.

8.3. Exclusions. These confidentiality obligations do not apply to information that the recipient can document: (a) is or becomes public knowledge through no fault of the recipient; (b) it rightfully knew or possessed, withoutconfidentiality restrictions, prior to receipt from the discloser; (c) it rightfully received from a third party without confidentiality restrictions; or (d) it independently developed without access to the Confidential Information.

8.4. Remedies. Breach of this Section 8 (Confidentiality) may cause substantial harm for which monetary damages are an insufficient remedy. Upon a breach of this Section 8, the discloser is entitled to seek appropriateequitable relief, including an injunction, in addition to other remedies.

8.5. Required Disclosures. The recipient may disclose Confidential Information (including Customer Data) to the extent required by Laws. If permitted by Laws, the recipient will give the discloser reasonable advancewritten notice of the required disclosure and reasonably cooperate, at the discloser’s expense, to contest or seek to limit the disclosure or obtain confidential treatment for the Confidential Information. If no protective orderor other remedy is obtained, the recipient will disclose only that portion of the Confidential Information that is legally required and agrees to exercise reasonable efforts to ensure that confidential treatment will be accordedto such Confidential Information.

9. PROPRIETARY RIGHTS

9.1. Abnormal Property. Abnormal owns and retains all right, title, and interest in and to the Service, Threat Intelligence, Service Operations Data, Technical Services, and any feedback or suggestions Customer provides toAbnormal with respect to the Service or Technical Services. All feedback is provided “AS IS” and Abnormal will not publicly identify Customer as the source of feedback without Customer’s permission. Except forCustomer’s express rights in this Agreement, as between the Parties, Abnormal and its licensors retain all intellectual property rights in the Service, Technical Services and related Abnormal technology.

9.2. Customer Property. Except for Abnormal’s express rights in this Agreement, as between the Parties, Customer owns and retains all right, title, and interest in and to the Customer Data and Customer Materials providedto Abnormal.

10. MUTUAL COMPLIANCE WITH LAW. Each Party will comply with all laws, regulations, court orders, or other binding requirements of a government authority that apply to its performance under this Agreement (“Laws”).

11. REPRESENTATIONS AND WARRANTIES

11.1. Mutual Representations and Warranties. Each Party represents and warrants that:
(a) it has validly entered into this Agreement and has the legal power to do so; and (b) it will use industry-standard measures to avoid introducing viruses, malicious code, or similar harmful materials into the Service.

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11.2. Abnormal Warranties. Abnormal warrants that:
(a) the Service will materially perform as described in the Documentation and Abnormal will not materially decrease the overall functionality of the Service during a Subscription Term (the “PerformanceWarranty”); and (b) any Technical Services will be provided in a professional and workmanlike manner (the “Technical Services Warranty”).

11.3. Abnormal Warranty Remedies. Abnormal will use reasonable efforts to correct a verified breach of the Performance Warranty or Technical Services Warranty reported by Customer. If Abnormal fails to do so within 30days after Customer’s warranty report, then either Party may terminate the affected Order as it relates to the non-conforming Service or Technical Services, in which case Abnormal will refund to Customer any pre-paid,unused fees for the terminated portion of the Subscription Term (for the Performance Warranty) or for the non-conforming Technical Services (for the Technical Services Warranty). To receive these remedies, Customermust report a breach of warranty in reasonable detail within 30 days after discovering the issue in the Service or 30 days after delivery of the relevant Technical Services. This Section 11.3 sets forth Customer’s exclusiveremedies and Abnormal’s sole liability for breach of the Performance Warranty or Technical Services Warranty.

11.4. DISCLAIMER. WITH THE EXCEPTION OF THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SERVICE, SUPPORT, AND TECHNICAL SERVICES ARE PROVIDED “AS IS” TO THEFULLEST EXTENT PERMITTED BY LAW. ABNORMAL AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OFPERFORMANCE, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING ITS EXPRESS OBLIGATIONS IN THE SERVICE LEVELAVAILABILITY COMMITMENT, ABNORMAL DOES NOT WARRANT RESULTS TO BE ACHIEVED FROM THE SERVICE, OR THAT THE SERVICE IS ERROR-FREE, WILL PERFORM UNINTERRUPTED, OR WILLMEET CUSTOMER’S REQUIREMENTS. THE WARRANTIES IN SECTION 11.2 (ABNORMAL WARRANTIES) DO NOT APPLY TO ISSUES ARISING FROM THIRD PARTY PRODUCTS OR MISUSE ORUNAUTHORIZED MODIFICATIONS OF THE SERVICE. THESE DISCLAIMERS APPLY TO THE FULL EXTENT PERMITTED BY LAW.

12. INDEMNIFICATION

12.1. By Abnormal. Abnormal, at its own cost, will defend Customer from and against any third-party claim that the Service, when used by Customer as authorized in this Agreement, infringes or misappropriates a thirdparty’s United States, United Kingdom, or European Union intellectual property rights and will indemnify Customer from and against any damages or costs finally awarded against Customer by a court of competentjurisdiction (including reasonable attorneys’ fees) or agreed in settlement by Abnormal resulting from such claim.

12.2. By Customer. Customer, at its own cost, will defend Abnormal from and against any third-party claim arising from Customer Materials or Customer’s breach or alleged breach of Section 4 (Use of the Service) and willindemnify Abnormal from and against any damages or costs finally awarded against Abnormal by a court of competent jurisdiction (including reasonable attorneys’ fees) or agreed in settlement by Customer resulting fromsuch claim.

12.3. Procedures. The indemnifying Party’s obligations in this Section 12 (Indemnification) are subject to receiving from the indemnified Party: (a) prompt notice of the claim (but delayed notice will only reduce theindemnifying Party’s obligations to the extent it is prejudiced by the delay); (b) the exclusive right to control the claim’s investigation, defense and settlement; and (c) reasonable cooperation at the indemnifying Party’sexpense. The indemnifying Party may not settle a claim without the indemnified Party’s prior approval if settlement would require the indemnified Party to admit fault or take or refrain from taking any action (exceptregarding use of the Service when Abnormal is the indemnifying Party). The indemnified Party may participate in a claim with its own counsel at its own expense.

12.4. Mitigation & Exceptions. In response to an infringement or misappropriation claim, if required by settlement or injunction or as Abnormal determines necessary to avoid material liability, Abnormal may, in its solediscretion: (a) procure rights for Customer’s continued use of the Service; (b) replace or modify the allegedly infringing portion of the Service, without reducing the Service’s overall functionality; or (c) terminate the affectedOrder or the Agreement and refund to Customer any pre-paid, unused fees for the remainder of the Subscription Term. Abnormal’s obligations in this Section 12 (Indemnification) do not apply to claims resulting from (1)modification or unauthorized use of the Service or (2) use of the Service in combination with items not provided by Abnormal, including Third-Party Products, if such claim would not have occurred but for such combination.This Section 12 (Indemnification) sets out the indemnified Party’s exclusive remedy and the indemnifying Party’s sole liability regarding third-party claims of intellectual property infringement or misappropriation.

13. LIMITATIONS OF LIABILITY

13.1. CONSEQUENTIAL DAMAGES. TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR INDIRECT, SPECIAL,INCIDENTAL, RELIANCE, EXEMPLARY (INCLUDING DAMAGE TO BUSINESS, REPUTATION, OR GOODWILL), CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF USE OR DATA, LOST PROFITS(DIRECT OR INDIRECT), COST OF COVER, OR REPLACEMENT OR INTERRUPTION OF BUSINESS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OREQUITABLE THEORY, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE.

13.2. GENERAL CAP. TO THE EXTENT PERMITTED BY LAW, EACH PARTY’S ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDINGNEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL BE LIMITED TO THE TOTAL AMOUNTS PAID AND PAYABLE BY CUSTOMER FOR THE SERVICE DURING THE 12 MONTHS IMMEDIATELYPRECEDING THE FIRST INCIDENT GIVING RISE TO A CLAIM FOR LIABILITY (“GENERAL CAP”).

13.3. ENHANCED CAP. NOTWITHSTANDING SECTION 13.2 (GENERAL CAP), ABNORMAL’S ENTIRE LIABILITY ARISING OUT OF OR RELATED TO A BREACH OF SECTION 3.2 (SECURITY) OR EITHER PARTY’SOBLIGATIONS IN OR BREACH OF SECTION 3.3 (DPA) THAT RESULTS IN AN UNAUTHORIZED ACCESS OR DISCLOSURE OF CUSTOMER DATA, WHETHER BASED IN CONTRACT, TORT (INCLUDINGNEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL BE LIMITED TO THREE (3) TIMES THE TOTAL AMOUNTS PAID AND PAYABLE BY CUSTOMER FOR USE OF THE SERVICE DURING THE12 MONTHS IMMEDIATELY PRECEDING THE FIRST INCIDENT GIVING RISE TO A CLAIM FOR LIABILITY (“ENHANCED CAP”).

13.4. EXCEPTIONS. THE FOREGOING SECTIONS WILL NOT APPLY TO: (A) THE INDEMNIFYING PARTY’S OBLIGATIONS UNDER SECTION 12 (INDEMNIFICATION); (B) EITHER PARTY’S INFRINGEMENT ORMISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (C) CUSTOMER’S BREACH OF SECTIONS 4.2 (RESTRICTIONS); (D) ANY BREACH OF SECTION 8 (CONFIDENTIALITY),EXCLUDING BREACHES RELATED TO CUSTOMER DATA WHICH SHALL BE SUBJECT TO SECTION 13.3 (ENHANCED CAP); (E) CUSTOMER’S PAYMENT OBLIGATIONS; (F) A PARTY’S GROSS NEGLIGENCEOR WILLFUL MISCONDUCT, SEPARATE AND DISTINCT FROM A CAUSE OF ACTION FOR BREACH OF THIS AGREEMENT; AND (G) LIABILITIES THAT CANNOT BE LIMITED BY LAW. 14. TRIALS AND BETAS. Abnormal may offer optional Trials and Betas. Use of Trials and Betas is permitted only for Customer’s internal evaluation during the period designated on the Order (or if not designated in an Order orotherwise, 30 days). Either Party may terminate Customer’s use of Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete, include features never released, or may process personal data withsubprocessors not listed on Abnormal’s Subprocessor Page. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, ABNORMAL OFFERS NO WARRANTY, INDEMNITY, SLA, OR SUPPORT FOR TRIALS AND BETASAND ITS LIABILITY FOR TRIALS AND BETAS WILL NOT EXCEED $50,000.

15. GENERAL TERMS

15.1. Assignment. Neither Party may assign this Agreement without the prior consent of the other Party, except that either Party may assign this Agreement, with notice to the other Party, to an Affiliate or in connection withthe assigning Party’s merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit ofeach Party’s permitted successors and assigns.

15.2. Governing Law and Courts. This Agreement is governed by the laws of the State of California without reference to conflicts of law rules. For any dispute relating to this Agreement, the Parties consent to personaljurisdiction and the exclusive venue of the courts in San Francisco County, California. (a) If Customer is located in the United Kingdom, this Agreement is governed by the laws of England and Wales without reference to conflicts of law rules. For any dispute relating to this Agreement, the Partiesconsent to personal jurisdiction and the exclusive venue of the courts in London, England.

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(b) If Customer is located in Europe (excluding the United Kingdom), this Agreement is governed by the laws of Ireland without reference to conflicts of law rules. For any dispute relating to this Agreement, theParties consent to personal jurisdiction and the exclusive venue of the courts in Dublin, Ireland. (c) If Customer is located in Asia-Pacific region, this Agreement is governed by the laws of New South Wales, Australia, without reference to conflicts of law rules. For any dispute relating to this Agreement, theParties consent to personal jurisdiction and the exclusive venue of the courts of New South Wales, Australia.

15.3. Notices.
(a) Except as set out in this Agreement, notices, requests, and approvals under this Agreement will be in writing to the addresses on the Order or in this Agreement and will be deemed given: (1) upon receipt if bypersonal delivery; (2) upon receipt if by certified or registered U.S. mail (return receipt requested); (3) one day after dispatch if by a commercial overnight delivery; or (4) upon delivery if by email. Either Party mayupdate its address with notice to the other. (b) Abnormal may also send operational notices through the Service, including to update the AUP, DPA, Security Exhibit, SLA, or other policies to reflect new features or changing practices (“ReferencedPolicies”).

15.4. Updates. Abnormal may modify this Agreement from time to time. If a modification materially impacts this Agreement, Abnormal will use reasonable efforts to notify Customer through the Service, the website, and/or inaccordance with Section 15.3 (Notices). Any changes to this Agreement posted on the website will be effective if Customer assents to such changes or upon Customer’s renewal Subscription Term, except changes required by lawor as necessary for new features will immediately become effective to the extent necessary to comply with such law or as required to use such new features. If Customer objects to the updated Agreement, as Customer’s exclusiveremedy and without penalty, Customer may choose not to renew by canceling any Subscription Term set to auto-renew in accordance with Section 7.1 (Term).

15.5 Waivers and Severability. Waivers must be signed by the waiving Party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal, or unenforceable, it will belimited to the minimum extent necessary so the rest of this Agreement remains in effect.

15.6. Force Majeure. Neither Party is liable for a delay or failure to perform this Agreement due to an unforeseen event beyond a Party’s reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, third-party Internet, telecommunications or utility failure, acts or orders of government, refusal of government license, or natural disaster, where the affected Party takes reasonable and customary measures to avoid or mitigate suchevent’s effects (“Force Majeure”). If a Force Majeure materially adversely affects the Service for 30 or more consecutive days, either Party may terminate the affected Order upon notice to the other and Abnormal will refund toCustomer any pre-paid, unused fees for the terminated portion of the Subscription Term. This Section 15.6 does not limit Customer’s obligations to pay fees owed.

15.7. Service Support Providers. Abnormal may use Service support providers (e.g., third-party hosting and other service providers) in provision of the Service and Support and permit them to exercise Abnormal’s rights and fulfillAbnormal’s obligations, but Abnormal remains responsible for their compliance with this Agreement. This provision does not limit any additional terms for subprocessors under a DPA.

15.8. Independent Contractors. The Parties are independent contractors, not agents, partners, or joint venturers.

15.9. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

15.10. Anti-Corruption and Export. Each Party will, and will cause its employees, consultants, and agents to, comply with the US Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010. Customer agrees to comply withall applicable laws administered by the U.S. Commerce Bureau of Industry and Security, U.S. Treasury Office of Foreign Assets Control, or other governmental entity imposing export controls and trade sanctions (“Export Laws”),including designated countries, entities, and persons (“Sanctions Targets”); and agrees not to directly or indirectly export, re-export, or otherwise deliver the Service to a Sanctions Target, or broker, finance, or otherwise facilitateany transaction in violation of any Export Laws. Customer represents that Customer is not a Sanctions Target or prohibited from receiving the Service. The Service will be used for non-prohibited, commercial purposes by non-prohibited Users and will not be exported or transferred to China or any Sanctions Target.

15.11. Entire Agreement. This Agreement, inclusive of any Product-Specific Terms, the Referenced Policies, and all applicable Orders, is the Parties’ entire agreement and supersedes any prior or contemporaneous agreementsregarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. Excluding Orders, terms in business forms, purchase orders or quotes,online terms, or invoicing portal used by Customer will not amend or modify this Agreement; any such documents are for administrative purposes only. In the event of any conflict or inconsistency between the Order and thisAgreement, the Order will prevail.

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Abnormal AI Support and Service Level Agreement Policy
Effective May 12, 2025
ABNORMAL AI, INC. SUPPORT AND SERVICE LEVEL AVAILABILITY POLICY This Support and Service Level Availability Policy (“Policy”) describes Abnormal AI Inc.’s (“Abnormal”) support offering (“Support”) in connecon with Customer-reported bugs, defects, or errors in the Service (“Error(s)”). Support shall beprovided in accordance with the wrien subscripon agreement under which Abnormal provides its Service as entered into by and between you (“Customer”) and Abnormal (“Agreement”). Customer shall receive the level of Support setforth in this Policy or as designated in the applicable Order (“Support Level”). Abnormal may update this Policy from me to me, provided that any such update does not modify any provision of the Agreement except for this Policy. Any such updates will be posted to hps://legal.abnormalsecurity.com/ orotherwise made available to Customer as set forth in the Agreement. Capitalized terms not defined in this Policy shall have the meanings given to them in the Agreement. I. Support

1. General Support Offering. Abnormal shall provide English-speaking remote assistance to Customer Contacts (as defined below) for quesons or issues arising from any Error, as further described in this Policy, includingtroubleshoong, diagnosis, and recommendaons for potenal workarounds for the duraon of Customer’s subscripon to the applicable Service. 2. Customer Contacts. Customer shall inform Abnormal as to its approved contacts for Support, one of which must be designated as an account administrator (each, a “Customer Contact”). Customer is solely responsible formaintaining an accurate list of Customer Contacts with Abnormal, including names and contact informaon. Abnormal assumes no responsibility for Support Cases that cannot be addressed due to a lack of updated CustomerContact informaon. 3. Subming Support. Cases. Customer Contacts must use reasonable diligence to ensure a perceived Error is not an issue with Customer’s own equipment, soware, or internet connecvity prior to requesng Support. CustomerContacts may contact Support by subming a Support request (each, a “Support Case”) to: (a) the support portal located at hps://support.abnormalsecurity.com (or such successor URL as may be designated by Abnormal) (suchwebsite, the “Support Portal”) or (b) the web interface as described in the Documentaon. If Customer Contacts cannot access the Support Portal they may open a Support Case by emailing [email protected] or, inthe event Customer Contacts cannot access the Support Portal or email, they may contact Abnormal Support by phone solely for purposes of having the Support Case submied on their behalf. All Customer Contacts must befamiliar with the Documentaon and be reasonably trained in the use and funconality of the Service. Customer Contacts will assist Abnormal to resolve Support Cases by complying with the Customer obligaons set forth in Table1. 4. Support Cases. Each Support Case shall: (a) designate the Severity Level of the Error in accordance with the definions in Table 1; (b) idenfy the Customer account that experienced the error; (c) include informaon sufficientlydetailed to allow Abnormal to aempt to duplicate the Error (including any relevant error messages, but not export-controlled data, personal data (other than as required herein), sensive data, other regulated data, or CustomerData); and (d) idenfy the Customer Contact most familiar with the issue. The Customer Contact shall also give Abnormal any other important Support Case informaon requested by Abnormal in a mely manner. Unless Customerexpressly designates the Severity Level, the Support Case will default to Severity Level 4. If Customer Contacts submit Support Cases related to enhancement or feature requests, Abnormal shall treat those ckets as closed once therequest has been forwarded internally. Table 1: Error Severity Level Definions and Inial Response Times Error SeverityLevel Descripon InialResponseTime Target Customer Responsibility
Severity Level1(Urgent)
An Error that causes a (a) servicedisrupon or (b) degraded condionthat renders the Service inoperable.

One (1) HourCommit appropriateresources to provideaddional informaon asneeded. Make reasonableefforts to apply soluonsquickly.

Severity Level2(High)
An Error that (a) causes the Service tooperate in a degraded condion with ahigh impact to key porons of theService or (b) seriously impairsCustomer’s use of material funcon(s) ofthe Service and Customer cannotreasonably circumvent or avoid the Errorwithout the expenditure of significantme or effort.

Two (2)Business Hours Commit appropriateresources to provideaddional informaon asneeded. Make reasonableefforts to apply soluonsupon receipt.

Severity Level3(Normal)
An Error that has a medium-to-lowimpact on the Service. The Service is (a)running with limited funconality in oneor more areas or (b) experiencingintermient issues. Customer can accessand use the material funconality of theService.

Eight (8)Business Hours Monitor and respond asnecessary.

Severity Level4(Low)
How-to quesons and Service issueswith no Service degradaon. One (1)Business Day Monitor and respond asnecessary.

RFE Requests for enhancements to theService. Two (2)Business Days N/A

5. Other Support; Automated; Training. Abnormal also offers various support and training resources such as documentaon, FAQs and user guides available on the Abnormal Community. Abnormal may also use automated systems,including but not limited to generave arficial intelligence, in connecon with the provision of Support. The use of such systems is designed to assist in improving support quality and efficiency, will be in accordance with thestandards for the usage and protecon of Customer Data set out in the Agreement, and will not be used to train or improve the models of any third-party services. 6. Error Response. Abnormal Support will invesgate Errors and assign the applicable Severity Level listed in Table 1. If Abnormal’s Severity Level designaon is different from that assigned by Customer, Abnormal will promptly nofyCustomer of such designaon. If Customer nofies Abnormal of a reasonable basis for disagreeing with Abnormal’s designated Severity Level, the pares each will make a good faith effort to discuss, escalate internally, and mutuallyagree on the appropriate Severity Level. Abnormal shall use commercially reasonable efforts to meet the Inial Response Time Target for the applicable Severity Level, as measured during the Support hours set forth in Table 2below (with the total Business Hours in an in-region support day each a “Business Day”).

Table 2: Support HoursRegion Americas EMEA Asia Pacific
Severity 1 24 x 7 x 365 24 x 7 x 365 24 x 7 x 365
Severity 2-46AM-6PM PT Mon-Fri8AM-5PM GMT Mon-Fri8AM-5PM AEDT Mon-Fri Exclusions(Severity 2-4)U.S. Federal Holidays United Kingdom Public andBank Holidays Australian Naonal andPublic Holidays II. Service Level Agreement
Abnormal AI Support and Service Level Agreement Policy (version 1.7)

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The Monthly Availability Percentage for the Service is ninety-nine and nine-tenths percent (99.9%) (“Service Level”). If the Service does not meet the Service Level in a given month (“Service Level Failure”), then as Customer’s sole andexclusive remedy, Customer shall be eligible to receive the applicable number of Service level credits set forth in Table 3 below (“Service Level Credits”), credited towards extending Customer’s Subscripon Term at no charge, providedthat Customer requests Service Level Credits within thirty (30) days from the me Customer becomes eligible to receive Service Level Credits under this Policy by filing a Support Case. Failure to comply with this noficaon requirementwill forfeit Customer’s right to receive Service Level Credits. The aggregate maximum amount of Service Level Credits for a Service Level Failure will not exceed 15 days per month. Service Level Credits may not be exchanged for, orconverted to, monetary amounts. Customer may request the Service Level aainment for the previous month by filing a Support Case.

Table 3: Service Level Credits
Monthly Availability Percentage Service Level Credit
< 99.9% - ≥ 98.0% 3 Days
< 98.0% - ≥ 95.0% 7 Days
< 95.0% 15 Days Policy Exclusions
Abnormal will have no liability for any failure to meet the Service Level to the extent arising from: (a) Planned Maintenance or Emergency Maintenance; (b) third-party plaorms and networks, Customer or User applicaon, equipment,soware or other third-party technology; (c) Customer or its User's use of the Service in violaon of the Agreement or not in accordance with the Documentaon; (d) force majeure events — i.e., any cause beyond such party’s reasonablecontrol, including but not limited to acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunicaons, or other ulity failures, earthquake, storms or other elements of nature, blockages, embargoes,riots, public health emergencies (including pandemics and epidemics), acts or orders of government, acts of terrorism, or war; or (e) any access to the Service (or Service features) on a free, trial, beta or early access basis, or due tosuspension, limitaon, and/or terminaon of Customer’s access or use of the Service in accordance with its Agreement.

Definions:
“Calendar Minutes” is defined as the total number of minutes in a given calendar month.“Emergency Maintenance” means circumstances where maintenance is necessary to prevent imminent harm to the Service, including crical security patching.“Monthly Availability Percentage” is defined as the difference between Calendar Minutes and the Unavailable Minutes, divided by Calendar Minutes, and mulplied by one hundred (100).“Planned Maintenance” means roune maintenance periods that connue for no more than four hours in any one instance, so long as Abnormal provides at least 48 hours prior noce (including by email) to Customer.“Unavailable” means if Customer is unable to access the Service by means of a web browser and/or API as a result of failure(s) in the Service, as confirmed by Abnormal. “Unavailable Minutes” is defined as the total accumulated minutes when the Service is Unavailable.

Abnormal AI Support and Service Level Agreement Policy (version 1.7)

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City Council Agenda Item
Staff Report

CITY OF SAN BRUNO
DATE: May 12, 2026
TO: Honorable Mayor and Members of the City Council
FROM: Alex D. McIntyre, City Manager
PREPARED BY: Joanne dela Cruz, Management Analyst
SUBJECT: Consider Introducing, Reading By Title Only, and Waiving Further Reading of an Ordinance Entitled “An Ordinance of the City Council of the City of San Bruno Adding Chapter 3.41 to Article III (Fees) of Title 3 (Revenue and Finance) of the San Bruno Municipal Code, Relating to Driving Under the Influence (DUI) Emergency Response Cost Recovery and Finding Such Action to be Exempt from the California Environmental Quality Act
BACKGROUND:

Driving under the influence (DUI) of alcohol and/or drugs remains a significant public safety concern, often resulting in traffic collisions, injuries, property damage, and loss of life.

Emergency response to incidents involving DUIs requires a substantial deployment of City resources, including police officers, fire personnel, and, in some cases, public works staff.

Currently, the City of San Bruno fully absorbs these costs. From 2023 to 2025, the San Bruno Police Department responded to 117 DUI-related accidents, averaging approximately 39 DUI- related accidents per year with an average total on scene time of seven hours per accident.

California Government Code Sections 53150 through 53159 authorize local agencies to recover reasonable costs of emergency response services from individuals who, while under the influence, negligently operate a vehicle and cause an incident requiring an emergency response. Many jurisdictions across California have implemented DUI emergency response cost recovery programs to shift the financial burden to the individuals whose actions necessitate the emergency response. Although this practice is well established in the public safety field, the City has not implemented a DUI emergency response cost recovery program, nor does it have a municipal code provision establishing a formal process for recovering costs associated with DUI-related emergency responses.

The San Bruno Police Department has made reducing impaired driving a key priority, and the introduction of this ordinance would support that goal by strengthening deterrence and reinforcing accountability. By holding intoxicated drivers financially responsible for the emergency response costs their actions generate, the ordinance serves as both a preventive measure and a tool to mitigate the public safety and fiscal impacts of incidents involving DUIs. 530 of 537 Item 7a.

Honorable Mayor and Members of the City Council
May 12, 2026

DISCUSSION:

The proposed ordinance would add Chapter 3.41 to the San Bruno Municipal Code to establish a DUI emergency response cost recovery program.

The ordinance would:
Define key terms related to incidents involving driving under the influence (DUI incidents) and emergency response
Authorize the City to recover emergency response costs incurred by personnel responding to DUI-incidents
Clarify that certain costs are not recoverable, including charges from City-contracted ambulance providers and police responses to DUI incidents not initiated through an emergency call for service
Establish a methodology for calculating recoverable costs, including personnel time, equipment use, repair or replacement of damaged equipment, chemical testing and investigative efforts
Provide clear, transparent and consistent procedures for billing, collection, and appeals The proposed ordinance would authorize the City of San Bruno to recover emergency response costs directly associated with DUI incidents. This would help offset the financial burden placed on the City of San Bruno and its taxpayers by DUI incidents, while ensuring that responsible individuals are held accountable for the costs of their actions.

FISCAL IMPACT:

The proposed ordinance is expected to result in cost recovery revenues for the City of San Bruno from eligible DUI-related emergency responses. Actual revenue will vary based on the number and nature of incidents and the City of San Bruno’s ability to collect on billed costs.

Initial administrative costs may include staff time to establish billing procedures, process workflow, and systems. These costs are expected to be minimal and recoverable over time.

There are no significant upfront costs associated with adopting the ordinance.

ENVIRONMENTAL IMPACT:

The proposed action is not a project subject to CEQA pursuant to CEQA Guidelines Section 15378(b)(4), as it establishes a funding mechanism, the recovery of costs incurred by the City in responding to DUI-related emergencies, that does not involve any commitment to a specific project that may result in a potentially significant physical impact on the environment.

RECOMMENDATION:

Staff recommends that the City Council Consider Introducing, Reading By Title Only, and Waiving Further Reading of an Ordinance Entitled “An Ordinance of the City Council of the City of San Bruno Adding Chapter 3.41 to Article III (Fees) of Title 3 (Revenue and Finance) of the San Bruno Municipal Code, Relating to Driving Under the Influence (DUI) Emergency Response

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Honorable Mayor and Members of the City Council
May 12, 2026

Cost Recovery and Finding Such Action to be Exempt from the California Environmental Quality Act
ALTERNATIVES:

1. Do not introduce the ordinance and continue to absorb all DUI-related emergency response costs through existing City resources

2. Provide an alternative direction to staff regarding the scope or structure of the DUI Emergency Response Cost Recovery Program
ATTACHMENTS:

1. Ordinance Adding Chapter 3.41 to the San Bruno Municipal Code Relating to DUI Emergency Response Cost Recovery

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1 ORDINANCE NO. ____

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SAN BRUNO ADDING CHAPTER 3.41 TO ARTICLE III (FEES) OF TITLE 3 (REVENUE AND FINANCE) OF

THE SAN BRUNO MUNICIPAL CODE, RELATING TO DRIVING UNDER THE INFLUENCE (DUI) EMERGENCY RESPONSE COST RECOVERY AND FINDING SUCH ACTION TO BE

EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT
WHEREAS, the City of San Bruno provides emergency response services, including police and fire services, within its jurisdictional limits; and WHEREAS, pursuant to Section 7 of Article XI of the California Constitution, the City of San Bruno has the authority to “make and enforce within its limits all local, police, sanitary, and other ordinances and regulations not in conflict with general laws;” and WHEREAS, pursuant to California Government code Sections 53150 through 53159, a City may recover costs incurred in connection with an appropriate emergency response from any person who, while under the influence of an alcoholic beverage, any drug, or the combined influence of an alcoholic beverage and any drug, negligently operates a motor vehicle, boat, vessel, or aircraft in a manner that proximately causes an incident requiring such emergency response, and from any person whose intentionally wrongful conduct proximately causes any incident requiring an appropriate emergency response; and WHEREAS, the City Council desires to establish a program and schedule of fees for the recovery of costs incurred by the City in connection with DUI-related emergency responses, consistent with the authority granted under the California Constitution and Government Code.

NOW, THEREFORE, the City Council of the City of San Bruno does ordain as follows:

SECTION 1. Recitals. The facts set forth in the Recitals of this Ordinance are true and correct.

SECTION 2. Findings. The City Council hereby finds that:
a. The persons who drive a vehicle while under the influence of alcohol or any drug create a serious hazard to themselves and others;
b. The City’s Police and Fire Departments are required to spend a significant amount of time in the response to DUI-related incidents; c. Costs for emergency response relating to DUI cases are extraordinary expenses that burden taxpayers; and
d. Enacting an ordinance to recover DUI emergency response costs will offset the cost of providing emergency services.

SECTION 3. Amendment. Chapter 41 of Article III (Fees) of Title 3 (Revenue and Finance) of the San Bruno Municipal Code is hereby added as follows:

Chapter 3.41 EMERGENCY COST RECOVERY, DRIVING UNDER THE INFLUENCE

3.41.010 Purpose
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ATTACHMENT 1
2 The purpose of this chapter is to assist the City in offsetting the cost of emergency response personnel and equipment responding when a person, under the influence of an alcoholic beverage, drug, or a combination of an alcoholic beverage and any drug, proximately causes an incident by the negligent operation of a motor vehicle, vessel, or aircraft, resulting in an appropriate emergency response.

3.41.020 Definitions
A.“Driving under the influence” or “DUI” shall have the meaning assigned to it in California Vehicle Code Section 23152.

B.“Emergency response” shall mean the dispatch of emergency personnel, as defined in Section 3.41.020(C), and any equipment to an incident, as defined in Section

3.41.020(D), where such response requires services beyond those associated with a routine traffic stop and arrest.

C.“Emergency personnel” shall mean any employee of the City’s Police Department or Fire Department, including, but not limited to, police officers, firefighters, paramedics, and any other personnel, who are dispatched in response to an incident as defined in Section 3.41.020(D).

D.“Incident” shall mean an event involving any person who is under the influence of an alcoholic beverage, drug, or a combination of an alcoholic beverage and any drug, whose negligent operation of a motor vehicle, vessel, or aircraft due to the influence, proximately causes an event requiring an emergency response as defined in Section

3.41.020(B).

E.“Motor vehicle” shall have the meaning assigned to it in California Vehicle Code Section 415.

F.“Responsible person” shall mean the person who was under the influence of an alcoholic beverage, drug, or combination of an alcoholic beverage and any drug, and who proximately caused an incident by the negligent operation of a motor vehicle, vessel, or aircraft, resulting in an appropriate emergency response.

3.41.030 Emergency Response Cost Recovery
Emergency response costs, as outlined in Section 3.41.040, shall be recoverable whenever emergency personnel and equipment respond to an incident. Emergency response costs may be recovered up to the maximum dollar amount set by Government Code Section 53155.

3.41.040 Calculation of Emergency Response Costs
Calculation of the amount due for an emergency response shall include all actual costs incurred by the City in responding to the incident, including but not limited to the following:

A.The salary and benefits for emergency personnel responding to the incident, calculated by dividing each responding employee’s annual salary and benefits by the employee’s total actual working time, excluding paid time off for holidays, vacations, and other leave;

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3 B.The cost of equipment used on the scene;
C.The cost of repairing or replacing equipment damaged at the scene; D.The cost of obtaining medical assistance and removing vehicles; E.The cost of investigating the cause of the incident, conducting field sobriety tests, and arresting and detaining the responsible person;
F.Time spent traveling to and from the scene of the incident; G.The cost of transporting the responsible person from the incident scene and booking the responsible person;
H.The cost of conducting chemical tests; and
I.The cost of writing customary reports, including all accident and DUI-related reports that must be completed as a consequence of the incident, and any follow-up investigation necessary to complete those reports.

3.41.050 Costs Not Recoverable
Time spent by responding personnel on activities that are not customarily required as a consequence of investigating and mitigating an incident is not eligible for reimbursement.

Recoverable costs are restricted to those directly arising from a response to a particular incident.

Unrecoverable costs include, but are not limited to: salary costs incurred after a subject is booked; an officer’s time testifying against a DUI defendant; and charges assessed by an ambulance company contracted by the City.

3.41.060 Collection of Charges
A.The City Manager, or his or her designee, shall calculate the charges payable under this Chapter and shall cause a bill to be prepared within thirty (30) days of the incident.

The bill shall be sent to the responsible person’s address that is listed with the Department of Motor Vehicles and transmitted through certified mail, return receipt requested.

B.If the responsible person is a minor, then the parents or guardians of such minor shall be liable for the cost of the emergency response.

C.In the event that the bill is not paid in full within thirty (30) days of its issuance, the City Manager, or his or her designee, may pursue any and all legal and equitable remedies for the collection of unpaid amounts.

D.Any bill that remains unpaid after the thirty (30) day period specified in Section

3.41.060(C) shall accrue interest at the rate provided in California Civil Code Section 3289, beginning on the thirty-first day after issuance of the bill and continuing until the bill is paid in full.

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4 3.41.070 Appeal
A.Any responsible person, or the parents or guardians of a responsible person who is a minor, may appeal the emergency response cost in accordance with the procedures set forth in Chapter 1.32 of this code.

B.A responsible person’s liability for DUI emergency response costs shall not be contingent on the responsible person’s conviction for driving under the influence.

C.The bill for the emergency response cost and any additional documents submitted by the City Manager, or his or her designee, shall constitute prima facie evidence of the respective facts contained in those documents.

D.The failure of the appellant to appear at the hearing shall constitute acceptance of the charges and shall be considered a concession that the emergency response cost was properly issued.

E.The recovery of DUI emergency response costs is a civil cost recovery measure independent of any criminal prosecution or penalties imposed on the responsible person.

SECTION 4.CEQA Exemption. This Ordinance has been reviewed for compliance with the California Environmental Quality Act (CEQA), the CEQA Guidelines (Title 14, Division 6, Chapter 3 of the California Code of Regulations), and the City’s environmental procedures. The City has determined that this action is not a project subject to CEQA pursuant to CEQA Guidelines Section 15378(b)(4) because it establishes a government funding mechanism, the recovery of costs incurred by the City in responding to DUI-related emergencies, that does not involve any commitment to a specific project that may result in a potentially significant physical impact on the environment. The Ordinance does not authorize any new emergency response activity. Rather, it provides a fiscal mechanism for recovering costs of emergency responses that the City’s Police and Fire Departments already provide. Alternatively, even if the Ordinance were considered a project under CEQA, the City finds it exempt from CEQA review under CEQA Guidelines Section 15061(b)(3) because it is an organizational and administrative activity of the government that will not result in a direct or reasonably foreseeable indirect physical change in the environment. The establishment of an administrative billing and collection procedure for existing emergency response services has no possibility of a significant effect on the environment.

SECTION 5.Severability. If any provision, clause, sentence or paragraph of this chapter or the application thereof to any person or circumstances shall be held invalid, such invalidity shall not affect the other provisions of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are declared to be severable.

SECTION 6.Applicability. This ordinance shall apply to all incidents occurring on or after its effective date.

SECTION 7.Effective Date. The City Clerk shall certify to the adoption of this ordinance and shall cause a summary thereof to be published in a newspaper of general circulation at least five (5) days prior to the meeting at which the proposed ordinance is to be adopted and shall post a certified copy of the proposed ordinance in the office of the City Clerk, and within fifteen (15) days of its adoption, shall cause a summary of it to be published, including the vote for and against the

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5 same, and shall post a certified copy of the adopted ordinance in the office of the City Clerk, in accordance with California Government Code Section 36933. ______________________________
Rico E. Medina, Mayor
ATTEST:
______________________________
Lupita Huerta, City Clerk APPROVED AS TO FORM:
______________________________
Trisha A. Ortiz, City Attorney
---oOo---
I hereby certify that foregoing Ordinance No. ____
was introduced at a regular meeting of the San Bruno City Council on May 12, 2026 and adopted by the San Bruno City Council at a regular meeting on ___________, 2026, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:
______________________________
Lupita Huerta, City Clerk

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