Agenda packet — San Mateo City Council, December 1, 2025 (part 1 of 2)

CITY OF SAN MATEO
City Council Regular Meeting
December 1, 2025
7:00 PM
City Hall Council Chamber
Entrance is on O’Farrell Street

COUNCIL MEMBERS
Robert Newsom Jr.

Adam Loraine
Nicole Fernandez
Danielle Cwirko-Godycki
Lisa Diaz Nash

AGENDA
THIS MEETING CAN BE ATTENDED IN PERSON OR REMOTE BY JOINING ZOOM – SEE CODES BELOW.

PUBLIC COMMENTS WILL BE ACCEPTED BOTH IN PERSON AND REMOTELY .

SEE END OF AGENDA FOR OPTIONS AND INSTRUCTIONS ON HOW TO PARTICIPATE IN THE MEETING.

To join via Zoom – click here:

December 1, 2025
To join via telephone: (408) 638-0968
Webinar ID: 857 3907 8293 Passcode: 110074
The City Council meeting will conclude by 11:00 p.m. unless otherwise extended by council vote.

Any unheard items will automatically move forward to the next regular meeting.

CALL TO ORDER
Pledge of Allegiance
Roll Call
AB 2449 Requests and Considerations for Meeting Participation by Teleconference due to Just Cause or Emergency Circumstances

CONSENT CALENDAR
All matters listed under the Consent Calendar are considered by the Council to be routine and will be enacted by one motion without discussion. If discussion is desired, that item may be removed and considered separately.

1. City Council Meeting Minutes — Approval
Approve the minutes of the special and regular meetings of the City Council on November 3, 2025 and November 17, 2025.

CEQA: This minutes approval is not a project subject to CEQA, because it is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. (CEQA Guidelines Section 15378(b)(5).)

2. Housing Element Implementation, Tenant Protection Policies — Ordinance Adoptions Adopt an Ordinance to add Chapter 10.100 to Title 10 of the San Mateo Municipal Code; and adopt an Ordinance amending Chapter 7.50 of the San Mateo Municipal Code; and find the Ordinances exempt from further environmental review pursuant to California Environmental Quality Act (CEQA) Section 15061(b)(3).

CEQA: This Ordinance Adoptions is not a project subject to CEQA, because it is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. (CEQA Guidelines Section 15378(b)(5).)

3. Digital Evidence Software Subscription — Agreement

1 of 349

Approve an agreement with Cellebrite Inc., for a subscription to Cellebrite InsEYEts Software for a term concluding August 1, 2028, in the cumulative amount of $322,595.75; approve a contingency reserve of $50,000 and authorize the Chief of Police to issue change orders within that reserve; and authorize the Chief of Police to execute the agreement in substantially the form presented.

CEQA: This action is not a project subject to CEQA, because it can be seen with certainty that it will not cause a physical change in the environment. (Public Resources Code Section 21065.)

4. Parking Enforcement Services — Amendment
Approve Amendment No. 3 to the agreement with Laz Parking for Citywide parking enforcement services in the amount of $1,521,849 for a new agreement total amount not to exceed $7,793,575; and authorize the Chief of Police to execute the amendment in substantially the form presented.

CEQA: This action is not a project subject to CEQA, because it is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. (CEQA Guidelines Section 15378(b)(5).)

5. Multi-Jurisdictional Disparate Impact Study with HEART, MOU — Approval Authorize the Director of Community Development to sign a Memorandum of Understanding between the City and the Housing Endowment and Regional Trust (HEART) of San Mateo County to participate in a Multi- Jurisdictional Disparate Impact Analysis.

CEQA: This Agreement is not a project subject to CEQA, because it can be seen with certainty that it will not cause a physical change in the environment. (Public Resources Code Section 21065.)

6. Marina Lagoon Pump Station Physical Hydraulic Model Study — Agreement Approve an agreement with Northwest Hydraulic Consultants, Ltd. to provide professional design services for the Marina Lagoon Pump Station Physical Hydraulic Model Study project in the amount of $233,010; establish a contingency reserve in the amount of $34,900; and authorize the Public Works Director to execute the agreement in substantially the form presented, and execute any future amendments within the contingency amount, including no-cost term extension amendments.

CEQA: This Project is categorically exempt from CEQA as an ”existing facility,” because it consists of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of use. (CEQA Guidelines Section 15301.)

7. Bay Meadows MU3, Final Map & Subdivision Improvement — Agreement Adopt a Resolution to approve the Bay Meadows MU3 final map and accept the dedication for a public access easement as shown on the final map; approve the subdivision improvement agreement with Bay Meadows MU3 Office Investors, LLC and Bay Meadows MU3 Residential Investors, LLC; and authorize the Public Works Director to execute the agreement in substantially the form presented.

8. 28th Avenue Hillsdale Gap Closure — Amendment
Approve Amendment No. 2 to the funding agreement with the San Mateo County Transportation Authority for the Hillsdale Caltrain Station Bicycle Access Gap Closure Project to extend the term through December 31, 2026, and authorize the City Manager to execute the amendment in substantially the form presented.

2 of 349

CEQA: This item is not a project subject to CEQA, because it is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. (CEQA Guidelines Section 15378(b)(5).)

9. 2024 Rail Corridor Transportation Management Association Annual Report – Acceptance Review and accept the 2024 San Mateo Rail Corridor Transportation Management Association (TMA) Annual Report.

10. Bermuda Drive Bridge Replacement Project — Agreement Approve an agreement with Valentine Corporation in the amount of $6,888,369 for construction of the Bermuda Drive Bridge Replacement Project and establish a contingency reserve of $690,000; affirm a requested bid relief from Joseph J. Albanese, Inc.; approve an agreement with Biggs Cardosa Associates, Inc. in the amount of $696,000 for engineering design support during construction and establish a contingency reserve of $70,000; and authorize the Public Works Director to execute the agreements in substantially the form presented and issue change orders as allowed by the contract documents within the respective contingency amounts.

CEQA: The project is funded through a combination of local and federal funds under the Bermuda Drive Bridge Replacement Project (462250) and Federal Project No. BRLS-5102(049). These funds will be used to award the construction contract and consultant agreement, as well as to establish the contingency reserves.

11. Permitting Support for Citywide Creeks Maintenance Program — Appropriation and Agreement Adopt a Resolution to appropriate $66,000 from the unassigned fund balance of the Storm Fund to the Stormwater Pollution operating budget; approve an agreement with Montrose Environmental Solutions, Inc. to provide professional consulting for the Citywide Creeks Maintenance Program in the amount of $331,987; approve a 10% contingency reserve in the amount of $33,200; and authorize the Public Works Director to execute the agreement in substantially the form presented and execute any future amendments within the contingency amount, including no-cost term extension amendments.

CEQA: Approval of this agreement is not a project subject to CEQA, because it constitutes an administrative activity related to retaining professional services for environmental and regulatory permitting support that will not result in direct or indirect physical changes in the environment. (CEQA Guidelines Section 15378(b)(5).) The consultant’s work will include preparation of CEQA documentation to evaluate potential environmental impacts of routine creek maintenance work. No approval of a project or commitment to a defined physical activity is being made at this time, and a separate CEQA determination will be made prior to any project approval. In addition, approval of a budget appropriation from an unassigned fund balance of the Storm Fund to the Public Works Department operating budget is exempt from CEQA review, because it consists of a government fiscal activity which does not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment. (CEQA Guidelines Section 15378(b)(4).)

12. Basin C Sanitary Sewer Rehabilitation Project — Contingency Increase Authorize an increase to the contingency reserve associated with the construction agreement with Westland Contractors, Inc. for the Basin C Sanitary Sewer Rehabilitation Project in the amount of $500,000; and authorize the Public Works Director to issue change orders within the contingency amount.

CEQA: The work addressed by this administrative report is being undertaken to support the Clean Water Program.

This project is subject to the requirements of the California Environmental Quality Act (CEQA), the general components of which are included as part of the Final Programmatic Environmental Impact Report (Final PEIR) (SCH No. 201532006) that was prepared for the Clean Water Program. The Final PEIR was certified by City Council

3 of 349

on June 6, 2016. The City prepared Addenda to the Final PEIR that was approved on July 16, 2018 (Addendum 1) and April 15, 2019 (Addendum 2). This work is within the scope of the Project evaluated in the PEIR and Addendum.

13. Wastewater Treatment Plant Annual Major Components Improvements — Agreement Award an agreement to C. Overaa & Co. for the Annual Major Components 3 Water Pumping Improvements and Ferric Chloride to Combined Sludge Line Project in an amount not to exceed $2,377,000; establish a contingency reserve in the amount of $475,400; and authorize the Public Works Director to execute the agreement in substantially the form presented and issue change orders as allowed by the contract documents and within the contingency amount.

CEQA: In accordance with CEQA Guidelines Section 15301, this project is categorically exempt from CEQA as an ‘existing facility’ in that it involves negligible or no expansion of use.

CEREMONIAL

14. City Council Reorganization
A) Commendatory Resolution — Recognizing Robert Newsom Jr. for his term as Mayor B) Nominations and selection of the Mayor and Deputy Mayor

PUBLIC COMMENT
Members of the public wishing to comment on any item not appearing on the agenda may address the City Council at this time. State law prevents Council from taking action on any matter not on the agenda; your comments may be referred to staff for follow up.

Public comment is limited to a total of 15 minutes; however, an opportunity for additional public comment may be provided later in the agenda.

REPORTS AND ANNOUNCEMENTS
City Manager, City Attorney and Council Members report on their various assignments and liaison roles and Council requests for scheduling future items.

ADJOURNMENT
----------------------------------------------------------------------------------------------------------------------------- AGENDAS:

Agendas and material are posted on the City’s website on the Friday preceding each Council Meeting and can be viewed on the City's website at
www.cityofsanmateo.org
. Any supplemental material distributed to the Council after the posting of the agenda will be made part of the official record.

WATCHING A MEETING ON TV:

City Council meetings are broadcast live on Comcast/channel 27, Wave/channel 26, or AT&T/channel 99.

For transmission problems during the broadcast, please call (650) 522-7099. For all other broadcast comments, call (650) 522-7040, Monday-Friday, 8 a.m. - 5 p.m.

WATCHING A MEETING ON A COMPUTER:

There are three ways to stream.
1) Public Meeting Portal
www.cityofsanmateo.org/publicmeetings
2) City YouTube channel and stream it on YouTube:
http://youtube.com/CityofSanMateo
3) Watch TV live stream:
https://www.cityofsanmateo.org/193/Channel-San-Mateo-Live-Stream

PUBLIC COMMENTS/REQUEST TO SPEAK
Prior to the Meeting
Send comments to:
[email protected]
until 4 p.m. the day of the meeting.

During the meeting
By Zoom:

Click the link at the top of the agenda and you’ll be added to the meeting. All attendees are muted by default. When the item of interest is open for consideration, select the “Raise Your Hand” icon and you will be called on at the appropriate time.

4 of 349

By telephone:

Call (408) 638-0968 and enter the conference ID found at the top of the meeting agenda. When the item of interest is open for consideration, select *9 to raise your hand. When called upon, press *6 to unmute, state your name and provide your comments.

In Person:

At the meeting complete a “Request to Speak” form. Organized Group and Presentations: Up to five (5) minutes for a group presentation, with as many speakers as can be accommodated within that time allowance. To qualify for a group presentation, all individuals associated with the presentation must be clearly identified and confirmed as in attendance at the meeting. Presentation materials must be submitted to [email protected] one (1) business day in advance of the meeting.

ACCESSIBILITY:

In compliance with the Americans with Disabilities Act and to ensure meaningful access for all participants, including those with limited English proficiency, individuals requiring special accommodations or language assistance to participate in this meeting may contact the City Clerk’s Office at (650) 522-7040 or [email protected] . Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting.

5 of 349

CITY OF SAN MATEO
6 0
9 3

CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 1 Section Name: CONSENT CALENDAR Account Number: 10-1511 File ID: 2018 - 25-10723 TO: City Council
FROM: Alex Khojikian, City Manager
PREPARED BY: City Clerk's Office
MEETING DATE: December 1, 2025
SUBJECT:

City Council Meeting Minutes — Approval
RECOMMENDATION:

Approve the minutes of the special and regular meetings of the City Council on November 3, 2025 and November 17, 2025.

BUDGET IMPACT:

There is no budgetary impact associated with this administrative item.

ENVIRONMENTAL DETERMINATION:

This minutes approval is not a project subject to CEQA, because it is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. (CEQA Guidelines Section 15378(b)(5).)

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
Att 1 – Minutes 2025-11-03 Special
Att 2 – Minutes 2025-11-03 Regular
Att 3 – Minutes 2025-11-17 Special
Att 4 – Minutes 2025-11-17 Regular

STAFF CONTACT
Chantal Eaton, Deputy City Clerk
[email protected]
(650) 522-7044

6 of 349

City Council Special Meeting Minutes – 11/03/2025 Page 1 6 1
6 5

COUNCIL MEMBERS
Rob Newsom Jr., Mayor
Adam Loraine, Deputy Mayor
Nicole Fernandez
Danielle Cwirko-Godycki
Lisa Diaz Nash

CITY OF SAN MATEO
Special Meeting Minutes
City Council
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org

November 3, 2025
City Hall Council Chambers 5:30 PM
Special Meeting
CALL TO ORDER at 5:30 p.m.

Roll Call

Present: Mayor Newsom, Deputy Mayor Loraine, Council Members: Fernandez, Cwirko-Godycki and Diaz Nash AB 2449 Requests and Considerations for Meeting Participation by Teleconference due to Just Cause or Emergency Circumstances – there were no requests.

STUDY SESSION

1. Reach Codes for Cooling Upgrades and Planned Home Renovations, 2025 Code Cycle — Informational Andrea Chow, Sustainability Analyst, Blake Herrschaft, Senior Programs Engineer with Peninsula Clean Energy and Taylor Taylor with TRC gave the presentation.

Public Comment: Robert Whitehair, Natalie Dias and Michelle Hudson gave a presentation in support of reach codes. Wendy Chou expressed support for the proposed REACH codes, emphasizing the environmental, health, and cost benefits of building electrification and collaboration with local clean energy organizations. Brian Schmidt supported all four REACH code options and urges leadership on clean energy. Michael Reagan suggested updating construction cost estimates to $600–$800 per square foot. Dashiell Leeds supported heat pump upgrades for efficiency and sustainability. John McKenna urged adoption of flexible, voluntary building codes like those in other cities. Bruce Naegel stressed addressing health and infrastructure issues alongside climate change. Hannah Young expressed appreciation for San Mateo’s climate leadership and supports expanding energy-efficient, electric-based building measures to reduce emissions and improve sustainability.

Mike Swire urged adoption of the position put forward by the San Mateo Climate Action Team.

Council reviewed four options for new reach codes and directed staff to prepare an ordinance for future consideration. The options supported by the Council include: (1) cooling upgrade requirements for single-family homes, duplexes, and townhomes, (2) cooling upgrade requirements for non-residential buildings, (3) the FlexPath program for large home renovations, which allows homeowners to choose from a menu of energy- saving or electrification measures to achieve a target score of 12 points for projects of 1,000 square feet or greater, and (4) electric-readiness requirements for single-family homes, duplexes, and townhomes. A proposed ordinance will be introduced at a future meeting, and the Council requested the topic return for review in one year after additional data has been collected.

7 of 349

City Council Special Meeting Minutes – 11/03/2025 Page 2 6 1
6 5
ADJOURNMENT –The meeting adjourned at 7:00 p.m.

APPROVED BY: SUBMITTED BY:

Rob Newsom, Jr., Mayor Chantal Eaton, Deputy City Clerk

8 of 349

City Council Regular Meeting Minutes – 11/03/2025 Page 1 6 1
6 5

COUNCIL MEMBERS
Rob Newsom Jr., Mayor
Adam Loraine, Deputy Mayor
Nicole Fernandez
Danielle Cwirko-Godycki
Lisa Diaz Nash

CITY OF SAN MATEO
Regular Meeting Minutes
City Council
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org

November 03, 2025
City Hall Council Chambers 7:00 PM
Regular Meeting
CALL TO ORDER at 7:00 p.m.

Pledge of Allegiance
Roll Call

Present: Mayor Newsom, Deputy Mayor Loraine, Council Members: Fernandez, Cwirko-Godycki, Diaz Nash AB 2449 Requests and Considerations for Meeting Participation by Teleconference due to Just Cause or Emergency Circumstances – there were no requests.

CEREMONIAL

1.50th Anniversary of the San Mateo Garden Center — Proclamation Mike Drilling with the San Mateo Garden Center received the proclamation.

2.United Against Hate — Proclamation
Jose Garcia, Chair of City of San Mateo’s DEI Committee received the proclamation.

3.World Town Planning Day — Proclamation
Zach Dahl, Community Development Director received the proclamation.

CONSENT CALENDAR
The following items, 4 through 12 were considered to be routine by the City Council. After the titles of the items were read by the Deputy City Clerk, the public was invited to comment and there were no speakers. Motion passed 5-0.

Moved: Cwirko-Godycki, Seconded: Diaz Nash
Ayes: Newsom, Loraine, Fernandez, Cwirko-Godycki, Diaz Nash Noes: None

4.2024-25 Sanitary Sewer Root Foaming (South Basin) — Agreement Award an agreement to Duke’s Root Control, Inc. for the 2024-25 Sanitary Sewer Root Foaming (South Basin) project in an amount not to exceed $685,565.54; establish a contingency reserve of $70,000.00; and authorize the Public Works Director to execute the agreement in substantially the form presented and issue change orders within the contingency reserve.

5.Decommissioned Plant Processes Cleaning Project — Agreement Approve an agreement with Ancon Marine dba Ancon Services, for the cleaning of decommissioned tanks and equipment at the Wastewater Treatment Plant in the amount of $236,258.88; establish a $50,000 contingency reserve; and authorize the Public Works Director to execute the agreement in substantially the form presented and issue change orders within the contingency reserve.

9 of 349

City Council Regular Meeting Minutes – 11/03/2025 Page 2 6 1
6 5

6.Digital Analyst Software — Agreement
Approve an agreement with Closure Intelligence, Inc., for a digital analyst software platform license for the San Mateo Police Department for a three-year term in the cumulative amount of $150,000; and authorize the Chief of Police to execute the agreement in substantially the form presented.

7.Grant Award Acceptance and Budget Appropriation – Agreement Adopt a Resolution to accept grant funds in the amount of $30,000 from the California Department of Alcoholic Beverage Control Law Enforcement Grant Program; authorize the Police Chief to execute the agreement and all other necessary grant documents; and appropriate $30,000 to the Police Department’s fiscal year 2025-26 budget.

Enactment: Resolution No. 102 (2025)

8. Independent Audit Services — Amendment
Approve Amendment No. 1 to an Agreement with The Pun Group LLP for independent audit services to extend the Agreement by one additional year; increase the compensation by $73,973, for a new total Agreement amount of $422,543.68; and authorize the City Manager to execute the amendment in substantially the form provided.

9. 2025 Triennial Building Code Update — Ordinance Adoption Adopt an Ordinance to amend San Mateo Municipal Code Chapter 23 “Buildings and Construction” to adopt the 2025 Building Standards Code by reference with local amendments; amend various sections of San Mateo Municipal Code Title 23 “Buildings and Construction”; update procedural language and revise miscellaneous sections; add Chapter 23.29 “Wildland-Urban Interface Code”.

Enactment: Ordinance No. 2025-09

10. Establish the Civic Arts Committee as a Standing Commission – Ordinance Adoption Adopt an Ordinance to amend the San Mateo Municipal Code to add Chapter 2.22 and amend Chapter 23.60 to change the “Civic Arts Committee” to the “Civic Arts Commission,” establish its powers and duties, implement term limits and update the appointment process to align with other City boards and commissions; and amend

2.22.010 to provide for Council appointment of two non-voting youth advisory members.

Enactment: Ordinance No. 2025-10

11. Human Resources and Finance Department Request for Additional Positions – Approval Adopt a Resolution to add one (1) Full Time Equivalent (FTE) Human Resources Analyst position and one (1) FTE Payroll Technician I/II position.

Enactment: Resolution No. 103 (2025)

12. City Council Meeting Minutes — Approval
Approve the minutes of the special and regular meetings of the City Council on October 20, 2025.

END OF CONSENT CALENDAR
Council agreed to move the Economic Development Work Plan (Item 14) to a future meeting and to reassess the timing of City Council Priority List Fiscal Year 2025-26 (Item 15).

10 of 349

City Council Regular Meeting Minutes – 11/03/2025 Page 3 6 1
6 5

PUBLIC COMMENT
Taso Zografos requested that the city revisit the outreach process and consider implementing traffic calming measures on West Santa Inez Avenue due to ongoing safety concerns. Mike Swire expressed support for bike lane projects near schools, raised concerns about parking enforcement and safety visibility, and encouraged the city to prioritize safety over parking availability. Ciara A. shared concerns about short traffic signal timing on certain intersections affecting pedestrian and cyclist safety.

PUBLIC HEARING

13. Hillsdale Mall Redevelopment Application — Informational Elaine Ling, Principal Planner gave the presentation.

David Bohannan introduced the Hillsdale Reimagined project and the project team. Andrew Turov of Sares-Regis to present details of the proposal.

Council recessed from 8:10 p.m. to 8:15 p.m.

Public Comment:

Dana Sahae urged the council to ensure the Hillsdale project is transparent, accountable, and designed to benefit the community rather than private developers. Michael Ragan urged the council to take residents’ concerns seriously and ensure the project supports affordable housing and city services without raising taxes.

Jerry Brozell called for sustainable, all-electric housing with strong transit and green features. Craig Cytron thanked the developer for long-time support of local youth programs. John Ebneter urged setting aside part of the site for affordable housing to promote inclusiveness. Dominic Barsi urged the council to ensure the Hillsdale project is built by local union workers to support good jobs and community pride. Merit Gorman raised concerns about traffic, building heights, light and noise pollution, and the need to retain affordable grocery options like Trader Joe’s. Laura Roedel opposed the plan for replacing Hillsdale Mall, citing loss of community space, retail access, and infrastructure strain. Eliot Simon supported the project using union labor, highlighting its potential to create valuable apprenticeship opportunities for local workers. Rama Pederson encouraged balancing housing and job creation while using union labor to ensure fair standards and community benefit. John Medina supported the redevelopment if it commits to union labor, local hiring, fair wages, and strong labor standards.

Juan Velasco supported the project if it hires local union workers, saying it would provide stable jobs and affordable housing for families like his. Lisa Maley opposed the project’s current design, calling it too large and disconnected from the surrounding neighborhood. Bart Pantoja voiced strong union support for the project, urging commitments to local hiring, fair wages, and apprenticeship programs. Alexandra Westbrook supported the redevelopment for adding needed housing and community space, urging timely completion. Rick Bonilla supported the project as smart, sustainable, and well-balanced housing near transit that benefits the whole community. Mitch Speigle supported the project and urged inclusion of more family-sized affordable for-sale housing units. Kevin Simpson supported the redevelopment, calling for a guaranteed full-service grocery store, better transit connections, and use of union labor. K. Abe Talakai Jr. urged the city to require union labor, noting it would expand apprenticeship opportunities for local students. Bruce Bean supported the project, describing it as a vibrant community space that will enhance local life. Amy Occhiuto urged maximizing affordable housing, adding an affordable grocery store, and creating accessible community spaces. Erica Wood supported the project, calling for balanced housing, retail, and small business support. Heather Cleary supported the project and suggested including childcare while praising the developer’s community role. Carla Bagneschi supported mixed-use goals but urged reducing the project’s size to fit the neighborhood. Margaret Spicer opposed the project, citing harm to small businesses, parking shortages, and rising costs for local workers. Kristin Agopian

11 of 349

City Council Regular Meeting Minutes – 11/03/2025 Page 4 6 1
6 5
urged keeping small retail spaces and Trader Joe’s, emphasizing parking needs for shoppers. Kolja Schnutter supported the project, calling for faster construction, more housing units, and clear retail plans. Caitlin Regan supported more affordable housing, safer bike and pedestrian access, and an affordable grocery store. Harvey McKeon supported the project and urged strong labor standards and union partnerships. Joel Weiss supported redevelopment with local union labor, more housing, and added public community spaces. Jordan Grimes supported the project, urging higher housing density and saying San Mateo should embrace growth to meet housing needs. Eleanor Pence supported the plan for adding housing and community spaces, voiced concern that delaying development worsens the housing crisis. Mary Beaulavrier opposed reducing retail space and the height of planned office buildings, though she supported more low-income housing. Susan Rowinski urged the city to address construction impacts and hold meetings for nearby residents. Louis Mirante supported the project as a model for housing and sustainability, noting legal protections and transit proximity. Ken Abreu supported high-density housing, emphasizing affordable units, family-sized units, and transit access. Gladwyn D’Souza highlighted historical housing inequities and urges affordable housing and equity-focused measures.

Doug Levitt expressed concern that the project will worsen local parking problems. Astrid Varteressian raised concerns about increased traffic and urges consideration of local streets in planning. Daniel Austin supported vertical development and encouraged bike and pedestrian infrastructure to connect local amenities. Thomas Morgan raised concerns about affordability, short-term rentals, and project clarity. Carolyn Shepard advocated supportive housing for extremely low-income residents. Ciara A expressed concerns about construction impacts, affordability, and the environment.

Council recessed from 9:15 p.m. to 9:25 p.m.

Council asked questions and made comments.

Council voted to extend the meeting until 11:45 p.m. (motion passed 4-1).

Moved: Newsom, Seconded: Diaz Nash
Ayes: Newsom, Diaz Nash, Cwirko-Godycki, and Loraine Noes: Fernandez
Council agreed to postpone Item 15 (City Council Priority List Fiscal Year 2025-26) to a future meeting.

Council asked the applicant, HSC Property Owner, LLC, questions regarding land use, site flexibility, and the balance between housing, office, and retail uses. They also inquired about maximizing affordable housing, the feasibility of grocery and retail options, and the scale of the proposed structures relative to the existing neighborhood. Council encouraged careful consideration of potential construction impacts on parking, traffic, and the quality of life for nearby residents. Additionally, they requested the applicant explore public amenities such as on-site childcare and consider engaging local building unions and apprenticeship programs.

REPORTS AND ANNOUNCEMENTS
City Manager, City Attorney and Council Members report on their various assignments and liaison roles and Council requests for scheduling future items.

The City Manager reported that the Legislative Ad Hoc Committee met on October 27 to review state legislative updates, receive a Proposition 50 briefing, and discuss refinements to the city’s legislative platform, which will

12 of 349

City Council Regular Meeting Minutes – 11/03/2025 Page 5 6 1
6 5
be presented to the Council in early January. Councilmember Diaz Nash requested to join the County Events Center planning committee; staff will coordinate her participation.

ADJOURNMENT –The meeting adjourned at 11:45 p.m.

APPROVED BY: SUBMITTED BY:

Rob Newsom, Jr., Mayor Chantal Eaton, Deputy City Clerk

13 of 349

City Council Special Meeting Minutes – 11/17/2025 Page 1 6 1
6 5

COUNCIL MEMBERS
Rob Newsom Jr., Mayor
Adam Loraine, Deputy Mayor
Nicole Fernandez
Danielle Cwirko-Godycki
Lisa Diaz Nash

CITY OF SAN MATEO
Special Meeting Minutes
City Council
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org

November 17, 2025
City Hall Council Chambers 5:30 PM
Special Meeting
CALL TO ORDER at 5:33 p.m.

Roll Call

STUDY SESSION

1. Community Workforce Agreement for City Capital Projects — Direction Matt Fabry, Public Works Director gave the presentation.

Public Comment: Bart Pantoja supported adopting a CWA for its overall benefits to local construction workers and projects. Ethan Lester supported the CWA, saying it helps ensure skilled labor and timely, efficient projects.

Marcus Alvarez commented that CWAs are inclusive and addressed claims of exclusion by another union. Robert Suarez supported the CWA, citing improved wages, safety, and reduced reliance on public assistance. Anthoniy Nuanes supported CWAs for strengthening training, safety, and workforce stability. Ceyda (Jayda) Ozarslan supported the CWA for expanding apprenticeship opportunities and enabling more local work. Trevor Long supported CWAs for increasing local hiring, diversity, and overall project quality. Tom Trayor expressed support for the CWA and described its perceived benefits for apprentices, local workers, and the community. Julie Lind voiced support for the CWA and highlighted its potential impacts on project delivery, workforce conditions, and the broader community. Anthony McCarthy stated support for the CWA, emphasizing its perceived safety benefits and value for apprentices. Devon Kunz expressed support for the CWA, citing its role in providing stable employment and apprenticeship opportunities. Juan Espinoza stated opposition to the CWA and asked the council to consider pre-qualification instead. Moises Villeda opposed the CWA and supported using pre- qualification requirements instead. Anthony Viscuso expressed support for the CWA and favored a low project threshold. Emmanuel Sanchez stated support for the CWA, describing its perceived benefits for project stability and coordination. Eric Christen opposed the CWA and questioned its effects on bidding, costs, and contractor inclusion. Harvey stated that the Carpenters Union is not opposed to CWAs but requested to be included as a direct negotiating partner. Rich Hedges expressed support for the CWA, citing apprenticeship opportunities and positive experiences in skilled trades.

Council asked questions and made comments. Council provided direction for staff to proceed with negotiations for a Community Workforce Agreement (CWA) with several guiding principles in place. The Council expressed a preference for a project-specific approach beginning with five initial projects to allow staff to collect data on the benefits and challenges of a CWA, assess cost and bid impacts, and evaluate outcomes to guide future decisions.

The Council expressed interest in making the CWA inclusive to additional union groups that are not part of the San Mateo County Building and Construction Trades Council. The Council also emphasized focusing on major capital projects that can be completed in the short-term to medium-term timeframe.

14 of 349

City Council Special Meeting Minutes – 11/17/2025 Page 2 6 1
6 5
ADJOURNMENT –The meeting adjourned at 7:10 p.m.

APPROVED BY: SUBMITTED BY:

Rob Newsom, Jr., Mayor Chantal Eaton, Deputy City Clerk

15 of 349

City Council Regular Meeting Minutes – 11/17/2025 Page 1 1 2
6 6
2 COUNCIL MEMBERS
Rob Newsom Jr., Mayor
Adam Loraine, Deputy Mayor
Nicole Fernandez
Danielle Cwirko-Godycki
Lisa Diaz Nash

CITY OF SAN MATEO
Regular Meeting Minutes
City Council
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org

November 17, 2025
City Hall Council Chambers 7:00 PM
Regular Meeting
CALL TO ORDER at 7:15 p.m.

Pledge of Allegiance
Roll Call

Present: Mayor Newsom, Deputy Mayor Loraine, Council Members: Fernandez, Cwirko-Godycki, and Diaz Nash AB 2449 Requests and Considerations for Meeting Participation by Teleconference due to Just Cause or Emergency Circumstances – there were no requests.

CEREMONIAL

1.ReThink Waste “Trash to Art” Contest Winners — Recognition Reyna, Environmental Education Coordinator from Rethink Waste introduced the contest winners and council presented certificates of recognition to Evie, Min, and Penny.

2.Chris Eckert — Proclamation
Chris Eckert received the proclamation.

3.Small Business Saturday — Proclamation
Erica Wood, President and CEO for San Mateo Area Chamber of Commerce received the proclamation.

Public Comment: Rhory Lyn Antonio expressed support for the City’s small business promotion efforts and encouraged residents to shop locally.

CONSENT CALENDAR
The following items, 4 through 19 were considered to be routine by the City Council. After the titles of the items were read by the Deputy City Clerk, the public was invited to comment and there were five speakers.

Lindsay Raike, speaking on behalf of No Sellouts, urged the City to oppose the FCC’s proposed wireless rules and maintain local authority over wireless facility placement, aesthetics, and permitting standards. Sam Shank read a letter from Ariel Strauss urging the City to defend its wireless ordinance and clarify its position to the FCC. Irena Mavridas urged the City to oppose the FCC’s proposed wireless rule and maintain local control over wireless facility siting. Kelly Ryerson thanked the City for its work on wireless regulations and expressed support for continued local authority over tower placement. Erin Ruger requested that the City revisit and potentially rescind previously approved small cell permits due to what she views as inconsistent appeal procedures and new findings from recent hearings.

Motion passed 5-0.

16 of 349

City Council Regular Meeting Minutes – 11/17/2025 Page 2 1 2
6 6
2 Moved: Cwirko-Godycki, Seconded: Fernandez
Ayes: Cwirko-Godycki, Fernandez , Newsom, Loraine, and Diaz Nash Noes: None

4.Authorization to Provide Comment on Proposed FCC Rulemaking Addressing Wireless Facilities — Approval
Authorize the City Manager and City Attorney to Draft and Submit Comments on Behalf of the City of San Mateo Regarding Proposed Federal Communications Commission (FCC) Rules Addressing Wireless Facilities.

5.Office of Traffic Safety — Approval and Appropriation Adopt a Resolution to approve a grant spending plan and appropriate funds for the Office of Traffic Safety Selective Traffic Enforcement Program grant totaling $200,000 and authorize the Chief of Police to accept and execute the agreement in substantially the form presented and expend the funds.

Enactment: Resolution No. 104 (2025)

6.Development Impact, In-Lieu, Linkage Fees and Wastewater Capacity Charges – Annual Report Adopt a Resolution to make findings and accept the annual report on receipt and use of development impact fees, in-lieu fees, linkage fees and wastewater capacity charges for the year ended June 30, 2025.

Enactment: Resolution No. 105 (2025)

7.Increase Wages to Comply with City of San Mateo Minimum Wage Regulations — Approval Adopt a Resolution to provide an increase in compensation to ensure compliance with City of San Mateo Minimum Wage regulations, effective January 1, 2026.

Enactment: Resolution No. 106 (2025)

8. Deferred Compensation Program Administrator and Investment Advisory Services Consultant — Approval
Adopt a Resolution to approve two agreements to continue a partnership with: 1) Voya Financial Retirement Solutions to administer the City's deferred compensation program for employees and retirees for the period of November 17, 2025 to October 31, 2030, with three (3) one (1)-year extension options, and 2) NFP to provide defined contribution plan and investment advisory services for the period of November 3, 2025 to September 30, 2030, with three 1-year extension options; and authorize the City Manager to execute the agreements.

Enactment: Resolution No. 107 (2025)

9. Salary Schedules — Adoption
Adopt a Resolution to adopt full salary schedules as standalone documents detailing the rates of pay for each City classification, and to maintain these salary schedules as publicly available documents for at least five years.

Enactment: Resolution No. 108 (2025)

10. Ceremonial Street Naming Policy — Adoption
Adopt a Resolution to establish a Ceremonial Street Naming Policy.

Enactment: Resolution No. 109 (2025)

17 of 349

City Council Regular Meeting Minutes – 11/17/2025 Page 3 1 2
6 6
2 11. Emergency Management Staff Training and San Mateo County Measure K Grant — Agreement Approve a purchase order with the California Governor’s Office of Emergency Services for an Emergency Management Concepts training in the amount of $50,746.68; approve a Measure K grant agreement with San Mateo County in an amount not to exceed $51,224.01; and authorize the City Manager to execute both documents as reasonably appropriate.

12. Delaware Street Safe Routes to School Corridor Bike Lane Improvements — Agreement Approve an agreement with Goodfellow Bros. for construction of the Delaware Street Rehabilitation and Bicycle Improvements Project in the amount of $2,619,845; establish a contingency reserve in the amount of $265,000; and authorize the Public Works Director to execute the agreement in substantially the form presented, issue change orders as allowed by the contract documents, and approve change orders within the construction agreement contingency amount.

Enactment: Resolution No. 110 (2025)

13. 2nd and El Camino Real Sidewalk Repair Project — Agreement Approve an agreement with Imperial Construction & Engineering, Inc. in the amount of $128,525.00; establish a contingency reserve in the amount of $20,000.00; and authorize the Public Works Director to execute the agreement in substantially the form presented and issue change orders as allowed by the contract documents and within the contingency amount.

14. 477 9th Avenue Reversion to Acreage Final Map and Subdivision Improvement — Agreement Adopt a Resolution to approve the 477 9th Avenue reversion to acreage final map and accept the dedication for a sidewalk easement as shown on the final map; approve the subdivision improvement agreement with SMDT Partners, LLC; and authorize the Public Works Director to execute the agreement in substantially the form presented.

Enactment: Resolution No. 111 (2025)

15.Meridian Barriers — Approval
Adopt a Resolution to approve an alternative purchasing procedure for a purchase contract with Meridian Rapid Defense Group, LLC for mobile public safety barriers and their associated materials in the amount of $187,541.87; establish a contingency reserve in the amount of $20,000.00; and authorize the Public Works Director to execute the purchase contract in substantially the form presented and issue change orders as allowed by the contract documents and within the contingency reserve.

Enactment: Resolution No. 112 (2025)

16.Electric Irrigation Vehicle Procurement for Parks & Recreation Department — Agreement Adopt a Resolution to approve an alternative purchasing procedure to approve a purchase contract with Terricorp, Inc. dba Kingsburg Truck Center for the purchase of one new 2022 Workhorse W4CC Utility Body Electric Truck in the amount of $206,217.16; establish a contingency reserve in the amount of $12,000; and authorize the Public Works Director to execute the purchase contract in substantially the form presented and issue change orders within the contingency reserve.

Enactment: Resolution No. 113 (2025)

17.San Mateo Caltrain Station North Access Improvement Project Design — Service Agreement Approve an agreement with the Peninsula Corridor Joint Powers Board for services associated with the City’s design of the San Mateo Caltrain Station North Access Improvement Project in an amount

18 of 349

City Council Regular Meeting Minutes – 11/17/2025 Page 4 1 2
6 6
2 not to exceed $20,800; and authorize the City Manager to execute the agreement in substantially the form presented.

18.Emergency Vehicle Lighting and Equipment Upfit Services — Agreement Approve a Resolution authorizing an alternative purchase procedure and award an agreement with Priority 1 Public Safety Equipment, Inc. for the purchase and installation of Emergency Vehicle Lighting and Equipment Upfit Services in an amount of $384,934.74; establish a contingency in the amount of $15,000; and authorize the Public Works Director to execute the agreement in substantially the form presented and issue change orders within the contingency amount.

Enactment: Resolution No. 114 (2025)

19.Staff Augmentation Services for the Wastewater Treatment Plant — Amendment Approve Amendment No. 4 with waterTALENT LLC for staff augmentation services for the Wastewater Treatment Plant in the amount of $350,000, for a new total agreement amount of $1,149,000 and authorize the Public Works Director to execute the amendment in substantially the form presented.

END OF CONSENT CALENDAR
PUBLIC COMMENT (13)
Lindsay Raike asked the City to review and potentially revoke certain small cell permits she believes were issued based on incomplete applications and misrepresentations. Sam Shank urged the City to rescind small cell permits he believes were improperly issued due to flawed assumptions and inconsistent appeal processes.

Martin Elliott requested that the City use its authority to revisit and potentially rescind small cell permits he believes were approved based on inaccurate information and without consistent review. Bernard Brown called for the review and potential cancellation of cell tower installations that are too close to residences. Aurimas Liutikas requested an independent security analysis of the City's ALPR cameras due to numerous, severe security vulnerabilities. Steve Kirby appealed against the approval of a 5G facility near his home, citing an unfair process and the poor condition of the utility pole. Alicia Woodfall-Jones asked the City to cancel certain small cell permits, arguing that similar appeals were treated inconsistently and should be corrected for fairness. Robert Kiss urged the City to rescind previously issued small cell permits that he believes were approved based on incomplete analyses and misrepresented coverage claims. Michael Reagan urged the City to speed up a delayed speed survey, complete a long-postponed traffic light project, and improve responsiveness from a neighborhood group. Irena Mavridas urged the Council to rescind improperly issued small-cell wireless permits. Mike Swire raised concerns about parking enforcement, city infrastructure priorities, and budget impacts.

Councilmember Diaz Nash asked the attorney to address small-cell permit concerns; City Attorney Rasiah explained that revocation is generally handled by the Public Works Director and recommended staff review the permits and report back to the Council.

PUBLIC HEARING

20.Housing Element Implementation, Tenant Protection Policies — Ordinance Introductions Rachel Horst, Housing Manager gave the presentation.

Council recessed from 8:47 p.m. to 8:55 p.m.

19 of 349

City Council Regular Meeting Minutes – 11/17/2025 Page 5 1 2
6 6
2 Public Comment:

Carol Eldridge gave a presentation. Brian Ponty opposed additional tenant protections under AB 1482. Jeff Lulmont supported emergency rental assistance and balanced tenant-landlord policies. Frank Vento advocated building more housing rather than restricting landlords. Jess Hudson urged relocation assistance for tenants facing no-fault evictions. Fernando Pena supported emergency rental assistance and urged alignment with state law without adding restrictions. Theresa Gebler encouraged the Council to adopt stronger tenant protections rather than just researching them. John Ebneter advocated for a rental registry or detailed staff study to better track rental data. Alane Gilbrech asked the Council to consider both housing providers’ and renters’ perspectives to ensure stability and security. Ricardo Saucedo shared a personal story of eviction and loss of security deposit, highlighting tenant vulnerability. Rosa Maria Fonsica described her experience of unjust displacement and its emotional impact. Paola Arellano-Rosales highlighted rising rents causing family displacement and urged long- term stability measures. Katie Bond supported tenant protections, stressing the need to address affordability and federal program changes. Trina Pierce focused on protecting landlords’ rights, fairness, and ethical treatment alongside tenants. Gabrielle Laughlin shared landlord challenges, including property vacancies and financial/physical strain. Christian Izquierdo called for stronger renter protections now. Mitch Spiegle supported Rental Assistance and HUD-aligned payments. Karim Sournaf voiced concern over outreach, urged alignment with state law. Martin Elliott shared evictions are rare, stressed landlords’ concerns. Rhory Lyn Antonio gave a presentation regarding landlord/tenant laws, stressed complexity, urged city not to add more laws, supported rental assistance program. Brendan Aiello voiced concerns over proposed laws as unsustainable, explained they discourage renting, especially short-term. Gina Papan emphasized need to evaluate impact of state laws before adding more local regulations. Amy Occhiuto attempted to speak virtually, connection issues prevented comment.

Council asked questions and made comments. Council asked staff to collect voluntary rental property data and report back on the City’s Emergency Rental Assistance Program. Both ordinances will return for final approval at a future meeting and would take effect 30 days after adoption.

Motion to implement Housing Element Policy H 3.4, introduce an Ordinance adding Chapter 10.100 to Title 10 of the San Mateo Municipal Code; introduce an Ordinance amending Chapter 7.50 of the San Mateo Municipal Code; and find the Ordinances exempt from further environmental review pursuant to California Environmental Quality Act (CEQA) Section 15061(b)(3). Motion passes 5-0 Moved: Cwirko-Godycki, Seconded: Fernandez
Ayes: Cwirko-Godycki, Fernandez, Newsom, Loraine, and Diaz Nash Noes: None

21.Station Park Green Specific Area Plan — Amendment
Steven Lizzarago, Assistant Planner gave the presentation.

Public Comment – there were no speakers.

Council asked questions and made comments. Council asked staff to include a retail consultant review in future project assessments and to explore options for managing additional employee parking as well as increasing the number of short-term spaces for pick-ups and food delivery.

Motion to adopt a Resolution to approve the amendment to the Station Park Green Specific Plan (PA-2025-048) and Design Guidelines to change the mix of floor area allowed for retail and office uses, and adopt an addendum to the Initial Study/Mitigated Negative Declaration pursuant to California Environmental Quality Act Sections 15162 and 15164, based on the Findings for Approval and subject to the Conditions of Approval. Motion passed 5-0

20 of 349

City Council Regular Meeting Minutes – 11/17/2025 Page 6 1 2
6 6
2 Enactment: Resolution No. 115 (2025)
Moved: Cwirko-Godycki, Seconded: Newsom
Ayes: Newsom, Cwirko-Godycki, Loraine, Fernandez, Cwirko-Godycki, Diaz Nash Noes: None

REPORTS AND ANNOUNCEMENTS
City Manager, City Attorney and Council Members report on their various assignments and liaison roles and Council requests for scheduling future items.

Council Member Cwirko-Godycki suggested repeating the care-package and letter-writing event next year in partnership with the Elks Club, noting the organization’s interest in collaborating again.

ADJOURNMENT –The meeting adjourned at 10:35 p.m.

APPROVED BY: SUBMITTED BY:

Rob Newsom, Jr., Mayor Chantal Eaton, Deputy City Clerk

21 of 349

CITY OF SAN MATEO

CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 2 Section Name: CONSENT CALENDAR Account Number: 10-3133 File ID: 25-10656 TO: City Council
FROM: Alex Khojikian, City Manager
PREPARED BY: City Clerk's Office
MEETING DATE: December 01, 2025
SUBJECT:

Housing Element Implementation, Tenant Protection Policies — Ordinance Adoptions RECOMMENDATION:

Adopt an Ordinance to add Chapter 10.100 to Title 10 of the San Mateo Municipal Code; and adopt an Ordinance amending Chapter 7.50 of the San Mateo Municipal Code; and find the Ordinances exempt from further environmental review pursuant to California Environmental Quality Act (CEQA) Section 15061(b)(3).

BACKGROUND:

On November 17, 2025, the City Council introduced two Ordinances: one to add Chapter 10.100 to Title 10 of the San Mateo Municipal Code, and another to amend Chapter 7.50 of the Municipal Code. The introduction included an exemption from further environmental review pursuant to CEQA Section 15061(b)(3). Adoption of these Ordinances is important to ensure consistency within the Municipal Code, support effective implementation of City policies, and provide clear regulatory guidance for the community and staff. The ordinance adding Chapter 10.100 also corrects the compliance date for providing a Notice of Tenant Rights to February 1, 2026, rather than February 1, 2025.

If adopted, these Ordinances will become effective 30 days after their adoption.

BUDGET IMPACT:

Code Amendments to implement the Housing Element are fully funded in the Community Development Department’s annual operating budget, utilizing the Advanced Planning Fund (Fund 225), and does not impact the City’s General Fund.

ENVIRONMENTAL DETERMINATION:

This Ordinance Adoptions is not a project subject to CEQA, because it is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. (CEQA Guidelines Section 15378(b)(5).)

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
Att 1 – Proposed Ordinance New Chapter 10.100 – Residential Tenant Protection Program) Att 2 – Proposed Ordinance (Amendments to Chapter 7.50 – Tenant Relocation Ordinance)

STAFF CONTACT

22 of 349

CITY OF SAN MATEO
Chantal Eaton, Deputy City Clerk
[email protected]
(650) 522-7044
Rachel Horst, Housing Manager
[email protected]
(650) 522-7223

23 of 349

1 2
6 4
6 CITY OF SAN MATEO

DRAFT ORDINANCE
Adding Chapter 10.100 of Title 10 of the San Mateo Municipal Code “Residential Tenant Protection Program” to Prevent Tenant Displacement and Provide Relocation Benefits to Tenants Lawfully Occupying a Unit for At Least Eleven Months
WHEREAS, under Housing Element Policy H 3.4(a), the City committed to extending the provisions of Assembly Bill 1482 (AB 1482) to require tenant relocation payments for No Fault evictions to tenants with a tenure of less than one year, and to consider a right of first refusal for tenants evicted due to demolition or substantial renovation; and
WHEREAS, under Housing Element Policy H 3.4(b), the City considered options for establishing a right to return policy for tenants displaced from homes due to demolition or substantial remodels; and WHEREAS, on April 21, 2025, the City Council directed staff to extend AB 1482 protections to those continuously and lawfully residing in residential real property for at least 11 months, and to require that tenants evicted from residential real property due to demolition or substantial remodel be notified of the availability of the property once the renovation is completed.

NOW, THEREFORE, THE COUNCIL OF THE CITY OF SAN MATEO ORDAINS AS FOLLOWS:

Section 1. Chapter 10.100 of the San Mateo Municipal Code is added to Title 10 as follows:

Chapter 10.100
Residential Tenant Protection Program

10.100.010 Binding Findings; Definitions; Citation.
(a) Binding Findings. Pursuant to Civil Code Section 1946.2(i)(1)(B)(iii), the City Council hereby makes the following binding findings within this chapter, that this chapter is more protective than the provisions of Civil Code Section 1946.2 because:
(1) The just cause for termination of a residential tenancy under this chapter is consistent with Civil Code Section 1946.2, because it incorporates that section by reference into this chapter; and (2) This chapter provides additional tenant protections that are not prohibited by any other provision of law, because it provides for relocation assistance and extends the protections of no-fault just cause eviction procedures to tenants who have resided in a unit for at least 11 months, which is greater than the protections available to tenants covered by Civil Code Section 1946.2; and (3) The provisions of Civil Code Section 1946.2 are incorporated into this chapter by reference.

Except as provided expressly herein, this chapter is not intended to alter in any other way any protections provided to tenants by Civil Code Section 1946.2 and shall cover those tenants of residential real property in the City of San Mateo that are covered by Civil Code Section 1946.2.

24 of 349

1 2
6 4
6 (4) As provided in Civil Code Section 1946.2(i)(2), a residential real property shall not be subject to both a local ordinance requiring just cause for termination of a residential tenancy and Civil Code Section 1946.2. This chapter incorporates Civil Code Section 1946.2 by reference, intends that Civil Code Section 1946.2 apply to residential tenants covered by Civil Code Section 1946.2 in the City of San Mateo, and that those provisions of this chapter which differ from Civil Code Section 1946.2 supplement and are more protective of residential tenants than Civil Code Section 1946.2. (b) Definitions. For the purposes of this chapter, the following definitions shall apply:
(1) Owner or landlord shall mean any person, acting as principal or through an agent, having the right to offer residential real property for rent, and includes a predecessor in interest to the owner. (2) Rent shall mean all periodic payments and all nonmonetary consideration including, but not limited to, the fair market value of goods, labor performed or services rendered to or for the benefit of the owner under a rental agreement concerning the use and occupancy of a residential real property and all attendant housing services, including all payments and consideration demanded or paid for parking, utility charges, pets, furniture and other benefits, privilege or facility connected with the use or occupancy of the residential real property.
(3) Residential real property shall have the same meaning as that term is defined in Civil Code Section 1954.51, which, for convenience, defines residential real property as follows: “…includes any dwelling or unit that is intended for human habitation”. (4) Tenancy shall have the same meaning as that term is defined in Civil Code Section 1954.51, which, for convenience, defines tenancy as follows: “…includes the lawful occupation of real property and includes a lease or sublease.”
(c) Citation. This chapter may be referred to as the “Residential Tenant Protection Program” of the City of San Mateo. The words “this chapter” and “this ordinance” are used interchangeably herein.

10.100.020 No-Fault Just Cause Evictions; Relocation Assistance; Notice Of Curable Lease Violations. (a) No-Fault Just Cause Evictions at Eleven Months.
(1) Notwithstanding any other law, after a tenant has continuously and lawfully occupied a residential real property for 11 months, the owner of the residential real property shall not terminate a tenancy without just cause as specified in Civil Code Section 1946.2(b), which shall be stated in the written notice to terminate tenancy. If any additional adult tenants are added to the lease before an existing tenant has continuously and lawfully occupied the residential real property for 24 months, then this subsection shall only apply if either of the following are satisfied:
(A) All of the tenants have continuously and lawfully occupied the residential real property for 11 months or more.
(B) One or more tenants have continuously and lawfully occupied the residential real property for 24 months or more.

25 of 349

1 2
6 4
6 (b) Relocation Assistance for No-Fault Just Cause Evictions at Eleven Months. (1) For a tenancy for which just cause is required to terminate the tenancy under this ordinance, if an owner issues a termination notice for a no-fault just cause as defined in Civil Code Section 1946.2(b)(2) the owner shall, regardless of the tenant’s income, assist the tenant to relocate by providing a direct payment to the tenant as described in subsection (b)(3) of this section. (2) If the owner issues a notice to terminate a tenancy for no-fault just cause as defined in Civil Code Section 1946.2(b)(2), the owner shall notify the tenant of the tenant’s right to relocation assistance and the amount of the relocation assistance at the time the owner issues the notice of termination.
(3) Amount.
(A) The amount of relocation assistance shall be equal to one month of the tenant’s rent that was in effect when the owner issued the notice to terminate the tenancy. (B) The owner shall provide one-half of the relocation assistance owed to the tenant within 15 calendar days of service of the notice of termination. The remaining relocation assistance may be provided either (1) in the form of a waiver in writing of a portion of the payment of rent for the final month of tenancy, prior to the rent becoming due, or (2) a payment in cash paid no later than the date the tenant vacates the residential real property. (C) If a tenant fails to vacate after the expiration of the notice to terminate the tenancy, the actual amount of any relocation assistance or rent waiver provided pursuant to this subsection shall be recoverable as damages in an action to recover possession. (D) The relocation assistance or rent waiver required by this subsection shall be credited against any other relocation assistance required by any other law, including the relocation assistance required by Civil Code Section 1946.2.
(4) Notwithstanding anything set forth herein, a tenant shall not be entitled to the relocation assistance provided in subsection (a)(3) of this section if the notice of termination is given because the owner is complying with an order issued by a government agency or court relating to habitability that necessitates vacating the residential real property if it is determined by any government agency or court that the tenant is at fault for the conditions or conditions triggering the order or need to vacate. (5) An owner’s failure to strictly comply with this subsection shall render the notice of termination void.
(c) Notice of Curable Lease Violations. As provided in Civil Code Section 1946.2(c), before an owner of residential real property issues a notice to terminate a tenancy for just cause that is a curable lease violation, the owner shall first give notice of the violation to the tenant with an opportunity to cure the violation pursuant to subsection (3) of Section 1161 of the Code of Civil Procedure. If the violation is not cured within the time period

26 of 349

1 2
6 4
6 set forth in the notice, a three-day notice to quit without an opportunity to cure may thereafter be served to terminate the tenancy.

27 of 349

1 2
6 4
6 10.100.030 Notice Of Tenant Rights.
(a) An owner of residential real property subject to this chapter shall provide notice to the tenant as follows:
(1) For any tenancy commenced or renewed on or after the effective date of the ordinance codified in this chapter, as an addendum to the lease or rental agreement, or as a written notice signed by the tenant, with a copy provided to the tenant.
(2) For a tenancy existing prior to the effective date of the ordinance codified in this chapter, by written notice to the tenant no later than February 1, 2026, or as an addendum to the lease or rental agreement. (b) The notification or lease provision shall be in no less than 12-point type, shall be in English and Spanish, and shall include the following:

California law limits the amount your rent can be increased. See Section 1947.12 of the Civil Code for more information. California law also provides that after all of the tenants have continuously and lawfully occupied the property for 12 months or more or at least one of the tenants has continuously and lawfully occupied the property for 24 months or more, a landlord must provide a statement of cause in any notice to terminate a tenancy. See Section 1946.2 of the Civil Code for more information. In addition, City of San Mateo Municipal Code Section 10.100.020 (Relocation Assistance for No-Fault Just Cause Evictions; Notice of Curable Lease Violations) extends the protections of state law to tenants who have continuously and lawfully occupied the property for 11 months; see City of San Mateo Municipal Code Section 10.100.020 for more information.
(c) Manner. Landlords must provide the notice to tenants in writing if the application and lease are processed in writing, electronically if the application and/or lease are processed electronically, or both if both methods are utilized. The provision of the notice shall be subject to Civil Code Section 1632.

10.100.040 Notice Of Availability Of Remodeled Property.

Where a landlord terminates a tenancy for no-fault just cause as defined in Civil Code Section 1946.2(b)(2)(D) (intent to demolish or to substantially remodel the residential real property), once the renovation of the property is complete and available for leasing, the landlord shall immediately issue a notice of availability of the property to the tenant(s) who were evicted from the property.

10.100.050 Landlord Retaliation Prohibited.

Under Civil Code Section 1942.5, it is illegal for a landlord to retaliate against a tenant for lawfully and peaceably exercising their legal rights. No landlord may take any action increasing any rental amount, reducing any service, causing the tenant to involuntarily quit the premises, or discriminating against the tenant because of the tenant’s use of any remedy provided by this chapter.

28 of 349

1 2
6 4
6 10.100.060 Nonwaiver.

Any waiver or purported waiver by a tenant of their rights under this chapter prior to the time when such rights may be exercised shall be void as contrary to public policy.

10.100.070 Remedies.

In the event of a violation of this chapter, a residential tenant may institute a civil proceeding for injunctive relief, money damages, and whatever other relief the court deems appropriate. The remedy available under this section shall be in addition to any other existing remedies which may be available to the residential tenant under local, county, state or federal law. In addition, this chapter grants a defense to eviction to any unlawful detainer actions in violation of this chapter.

10.100.080 Severability.

If any section, subsection, sentence, clause or phrase of this chapter is for any reason held by a court of competent jurisdiction to be invalid, such decision shall not affect the validity of the remaining portions of this chapter. The City Council declares that it would have adopted this chapter and each section, subsection, sentence, clause and phrase thereof, irrespective of the fact that any one or more section, subsection, sentence, clause, or phrase be declared invalid.

10.100.090 Term.

This Chapter shall remain in effect only until January 1, 2030, and as of that date is automatically repealed.

Section 2. Environmental Determination. The City Council action is not a project subject to CEQA, because it is an organizational or administrative activity that will not result in direct or indirect physical changes to the environment (CEQA Guidelines Section 15378(b)(5).) Even if adoption of the ordinance were a project, it would be exempt from CEQA because it can be seen with certainty that there is no possibility that the ordinance will have a significant effect on the environment (CEQA Guidelines Section 15061(b)(3)).

Section 3. Severability. In the event any section, clause or provision of this ordinance shall be determined invalid or unconstitutional, such section, clause or provision shall be deemed severable and all other sections or portions hereof shall remain in full force and effect.

Section 4. Publication. This ordinance shall be published in summary in a newspaper of general circulation, posted in the City Clerk's Office, and posted on the City's website, all in accord with Section 2.15 of the City Charter.

Section 5. Legislative History and Effective Date. This ordinance was introduced on Clerk to complete., and adopted on Clerk to complete., and shall be effective 30 days after its adoption.

29 of 349

1 2
5 9
8 CITY OF SAN MATEO

DRAFT ORDINANCE
Amending Chapter 7.50 of the San Mateo Municipal Code (Property Owner Obligations with Respect to Tenants Displaced from Unsafe or Substandard Units) to strengthen the City’s ability to aid and support tenants displaced from unsafe or substandard units
WHEREAS, under Housing Element Policy H 3.4(c), the City committed to amending the San Mateo Municipal Code (Chapter 7.50) to strengthen the City’s ability to aid and support tenants displaced from unsafe or substandard units; and
WHEREAS, on April 21, 2025, the City Council directed staff to make amendments to the San Mateo Municipal Code 7.50 (Property Owner Obligations with Respect to Tenants Displaced from Unsafe or Substandard Units) to support tenants, displaced temporarily or permanently, and streamline the appeals process when a unit is deemed unsafe or substandard.

NOW, THEREFORE, THE COUNCIL OF THE CITY OF SAN MATEO ORDAINS AS FOLLOWS:

Section 1. Section 7.50.020 of the San Mateo Municipal Code is amended as follows:

7.50.020 Definitions.

For the purposes of this Chapter 7.50, the following words and phrases shall have the meanings set forth herein:
(a) "Declaration of substandard condition" means a declaration, notice, or order executed by an Enforcement Officer under the authority of the applicable provision of law declaring that a dwelling is substandard.
(b) "Dwelling" means any structure that a person uses as a place of permanent or customary abode within San Mateo city limits, including, but not limited to, a single-family dwelling, a unit in multifamily or multipurpose dwelling, a unit of a condominium or cooperative housing project, a mobile home, a garage or shed, or any other unit or property that is considered to be real property under state law. A dwelling is any structure that is actually used for residential purposes regardless of whether the structure is decent, safe or sanitary and regardless of whether the actual residential use is legally permitted or conforming under any applicable laws or regulations.
(c) "Department" means the Community Development Department. (d) "Director" means the head of the Department, or his or her designee. (e) "Enforcement Officer" means any City employee or agent of the City whose position requires enforcement of any provision of the City of San Mateo Municipal Code, any City ordinance or any state law or regulation related to zoning, building or housing standards, and/or other technical codes adopted by the City for existing residential properties including, but not limited to, code enforcement officers, building officials and environmental health specialists.

30 of 349

1 2
5 9
8 (f) "Noncomplying dwelling or room" means a dwelling or room within San Mateo city limits which has been found or determined by an Enforcement Officer to be substandard, blighted, unsafe, a public nuisance, a drug nuisance, or otherwise not in conformity with applicable state or local zoning, building and/or housing standards and/or other technical codes adopted and enforced by the City for existing residential properties; and "noncomplying condition" or "noncompliance" means any physical condition or use with respect to the dwelling or room that contributes to such finding or determination. (g) "Notice to abate life-threatening condition" means a notice and/or order to abate a substandard or noncomplying condition issued by the City pursuant to its code enforcement activities, however such notice or order is denominated, that indicates on its face that a life-threatening condition is present. (h) "Notice to vacate" means a notice and/or order, however denominated, issued by the City or a court to a property owner and/or a tenant household pursuant to the City's code enforcement activities requiring that a dwelling or room be vacated, either immediately or at some future specified time, as a result of a determination that such dwelling or room fails to comply with applicable building, housing, zoning, or other code standards. For purposes of this chapter, a "notice to vacate" includes a complaint or action filed by the City with a court and served on the property owner pursuant to the City's code enforcement activities whereby the City asks for vacation of the property as requested relief. (i) "Permanent displacement" means the vacating of a dwelling or room by a tenant household due to code enforcement activities when that dwelling or room (or an equivalent dwelling or room in the building or complex), in the judgment of the Enforcement Officer, cannot foreseeably be brought into code compliance or will not otherwise be available for re-occupancy by the tenant household within ninety (90) days from the date of vacating; or when the tenant household and the property owner have agreed that the displacement shall be permanent.
(j) "Property owner" means a person, persons, corporation, partnership, limited liability company, or any other entity holding fee title to the subject real property. In the case of multiple ownership of the subject real property, "property owner" means each entity holding any portion of the fee interest in the property and the property owner's obligations in this chapter shall be joint and several as to each property owner. (k) "Temporary displacement" means the vacating of a dwelling or room by a tenant household due to code enforcement activities when that dwelling or room (or an equivalent dwelling or room in the same building or complex) will foreseeably be brought into code compliance and be available for re-occupancy by the tenant household within ninety (90) days from the date of vacating; or when the tenant household and property owner have otherwise agreed that the displacement shall be considered temporary. (l) "Tenant household" means one or more individuals who rent or lease a dwelling or room as their primary residence and who share living expenses.

Section 2. Section 7.50.050 of the San Mateo Municipal Code is amended as follows:

31 of 349

1 2
5 9
8 7.50.050 Property Owners' Notices To Tenants.

Any notice from a property owner to an eligible tenant household to vacate or quit a dwelling or room following the issuance by City of a notice to vacate, notice to abate a life threatening condition, or declaration of substandard condition must set forth the reasons for the need to vacate, the tenant household's entitlement to relocation payments from the property owner, the tenant household's right to re-occupancy following completion of repairs (if the property is one to be repaired), and the estimated date for re-occupancy. The property owner shall send a copy of all notices to the Director.

Section 3. Section 7.50.070 of the San Mateo Municipal Code is amended as follows:

7.50.070 Relocation Payments By City Chargeable To Property Owners. (a) The City, in its sole discretion and subject to funding availability, may make any of the payments required of a property owner under this chapter, including advancing eligible tenant household(s) reimbursable "moving expenses" and "temporary housing accommodations costs" as each of these terms are defined below in section 7.50.090(b). Such payments shall continue to be an obligation of the property owner and shall be reimbursed by the property owner to the City. The City may consider making such payments in its own discretion or if a tenant household makes a written request to the Department following a property owner's failure to pay the required payments within the period mandated under section 7.50.060, but in no event later than sixty (60) days following the tenant household's vacation of the dwelling or room. Prior to any City payment to a tenant household, the Director shall make a determination regarding the eligibility of the tenant household for relocation payments. The Department will make reasonable efforts to contact a representative of the property owner prior to making the determination or authorizing the City's payment. However, failure to give prior notice to the property owner shall not relieve the property owner of any obligations under this chapter. (b) When the City makes any relocation payments that are the responsibility of the property owner under this chapter, the City shall bill the property owner for the amount of payment, plus any administrative and other direct and/or indirect costs that it would not have incurred but for the failure of the owner to make the required payment. The City Manager, in consultation with the City Attorney, shall have the discretion to reduce the amount of any required reimbursement from a property owner to the City in cases where the factual and legal circumstances warrant such a reduction. The property owner shall reimburse the City within five (5) days of receipt of billing from the City. If the property owner does not make full and timely payment to the City, the City is entitled to recover an additional amount equal to the sum of one-half the amount paid by the City on the property owner's behalf, but not to exceed ten thousand dollars ($10,000.00), as a penalty for failure to make timely payment. The City may also record a lien on the subject property with the County of San Mateo Recorder and shall provide notice of such lien to the property owner and to the County of San Mateo Assessor. The form of such lien and the manner of enforcement and collection shall be as authorized by state or local law.

Alternatively, the City may include the unreimbursed amount in any other lien placed on the property by the City to secure payment of enforcement costs. Notwithstanding the above, the intent of this chapter is to place primary responsibility for making relocation payments to displaced tenant households on those property owners who are responsible for code violations, and nothing in this section is intended to relieve or release any such property owner from this responsibility.

32 of 349

1 2
5 9
8 Section 4. Section 7.50.090 of the San Mateo Municipal Code is amended as follows:

7.50.090 Amount Of Relocation Payments.
(a) Permanent Displacement. An eligible tenant household that will experience permanent displacement as defined above shall receive a monetary relocation payment from the property owner equal to three times the current monthly United States Department of Housing and Urban Development (HUD) Fair Market Rent for a unit of comparable size and type to the dwelling or room from which the displacement occurs, plus a payment not to exceed one thousand dollars ($1,000.00) for actual moving costs and related expenses incurred by the tenant household and substantiated by reasonably probative documentation. The property owner shall treat any non-complying dwelling or room that does not have one or more separate bedrooms as an "efficiency unit" for purposes of determining the applicable HUD Fair Market Rent and calculating the required monetary relocation payment on that basis. In addition, the tenant household is entitled to a refund and/or accounting for any security deposit held by the property owner pursuant to California Civil Code section 1950.5. For purposes of this chapter, "HUD Fair Market Rent" means the amount specified in the schedule of Fair Market Rents for existing housing published by the U.S. Department of Housing and Urban Development under Section 8 of the United States Housing Act of 1937, as amended, applicable to the City of San Mateo and current as of the date the City or court issues the notice to vacate, notice to abate life-threatening condition, or declaration of substandard condition.
(b) Temporary Displacement.
(1) An eligible tenant household that will experience temporary displacement as defined above shall receive monetary relocation payment or payments from the property owner to cover the tenant household's actual and reasonable moving expenses in addition to temporary housing accommodations costs incurred as a result of the temporary displacement. "Moving expenses" shall include the cost of removing, transporting, and/or storing the tenant household's personal property during the displacement period. "Temporary housing accommodations costs" shall include the cost of rental payments and hotel or motel payments during the displacement period. The total amount of temporary housing accommodations costs paid by the property owner shall not exceed three times the current U.S. General Services Administration per diem rate for San Mateo/Foster City/Belmont for a unit of comparable size and type to the dwelling or room from which the displacement occurs. If the tenant household is not paying rent during the displacement period, then the property owner shall be entitled to deduct the amount the tenant household would have paid from the relocation payments required under this paragraph.
(2) In lieu of the relocation payments required under subsection (b)(1), the property owner may offer to provide a tenant household temporary housing accommodations. Tenant household shall have the sole option to accept or decline this offer.
(3) Temporary housing accommodations shall be (a) comparable in size, condition, or amenities to the formerly occupied dwelling or room and (b) comply with all applicable zoning, building and housing codes and (c) shall be located within San Mateo city limits or any jurisdiction that borders San

33 of 349

1 2
5 9
8 Mateo, unless the tenant agrees in writing to accept temporary housing accommodations in a different location.
(4) If the temporary housing accommodations are not comparable in size, condition, or amenities, or not located within San Mateo city limits or a jurisdiction that borders San Mateo, the property owner shall pay a living stipend in the amount of 50% of the current U.S. General Services Administration meals & incidentals per diem rate for San Mateo/Foster City/Belmont, per tenant household member, per day, not to exceed $1000 per tenant household. (c) In no event shall the property owner be liable for making payments in excess of the cumulative amount the tenant household would receive in the case of permanent displacement under section 7.50.090(a) and temporary displacement under section 7.50.090(b).
(d) Immediate Vacation. When the condition of a dwelling or room is a danger to the public health and safety such that the City requires vacation with fewer than thirty (30) days advance notice either from the City or from the property owner to the tenant household of the need to vacate, an eligible tenant household displaced from such a dwelling or room shall be entitled to an additional payment from the property owner in the amount of one thousand dollars ($1,000.00), in addition to the amounts set forth above. Such additional payment is intended to compensate the tenant household for the additional costs associated with short-notice moves and the added inconvenience of such moves.
(e) Payments for relocation shall not be considered by the City as income or assets for any government benefits program.
(f) Notwithstanding other provisions of this Chapter, the City, in its sole discretion and based on objective evidence, may modify an existing “temporary relocation” designation to a “permanent relocation” designation when it is reasonably apparent the noncomplying dwelling or room will not be available for re- occupancy by the tenant household within ninety (90) days.

Section 5. Section 7.50.100 of the San Mateo Municipal Code is amended as follows:

7.50.100 Appeals process.
(a) Written Appeal.
(1) A property owner or tenant household may contest a decision, order, or determination regarding relocation payments or a notice of penalty or fine assessed this chapter by submitting an appeal in writing together with the appeal fee listed in the City's fee schedule. The appeal shall set forth the factual basis for disputing the decision, order, or determination.
(2) Appeals must be addressed to the Director, and must be received within ten (10) days of the date appearing on the decision, order, or determination regarding relocation benefits or the notice of penalty or fine.

A copy of the appeal must be provided by the appellant to any tenant household(s) or property owner(s) directly affected by the appeal on or by the same date that the appeal is received by the Director.

34 of 349

1 2
5 9
8 (b) Hearing Procedure.
(1) Upon receipt of a written appeal and appeal fee, the Director shall schedule a hearing before a hearing officer. Any tenant household(s) or property owner(s) directly affected by the appeal shall have the right to attend and participate in the hearing. (2) The appeal hearing shall be set for a date within thirty (30) days from the date that the appeal is filed or on the next available hearing date, unless the Director determines that good cause exists for an extension of time. The appellant and any tenant household(s) or property owner(s) directly affected by the appeal shall receive notice of the time and place at least fifteen (15) days prior to the hearing unless the Director determined, in writing, that the matter is urgent, in which case the appellant and any tenant household(s) or property owner(s) directly affected by the appeal shall receive at least five (5) days prior notice of the hearing.
(3) Documentary evidence and names of potential witnesses shall be provided by the Enforcement Officer and the appellant to the hearing officer and any tenant household(s) or property owner(s) directly affected by the appeal at least five (5) days prior to the appeal hearing or as soon as practicable prior to the hearing. At the hearing, the tenant household(s) or property owner(s) directly affected by the appeal shall be given the opportunity to testify and to present evidence concerning the decision, order, or determination regarding relocation benefits or the notice of penalty or fine. The failure of appellant to appear at the appeal hearing shall constitute a forfeiture of the fine or penalty (if applicable).
(4) The decision, order, or determination regarding relocation benefits or the notice of penalty or fine and any additional report submitted by the Enforcement Officer shall constitute prima facie evidence of the respective facts contained in those documents. (c) Decision on Appeal.
(1) After considering all of the testimony and evidence submitted at the hearing, the hearing officer shall issue a written decision to uphold or cancel all or part of the decision, order, or determination regarding relocation benefits or the notice of penalty or fine and shall state the reasons for that decision. The decision of the hearing officer shall include findings regarding the evidence in the record and submitted at the hearing, as well as the existence of any proper grounds for the order to pay relocation benefits or the notice of penalty or fine. A copy of the hearing officer's written decision shall be provided to the property owner as well as any tenant household(s) directly affected by the appeal.

The hearing officer’s written decision shall be final and not subject to any further administrative appeals. (2) If the hearing officer determines that the decision, order, or determination regarding relocation benefits or the notice of penalty or fine should be upheld, then the property owner shall pay the appropriate sum(s) to the tenant household and/or the City within ten (10) days after the property owner's receipt of the hearing officer's written decision.

Section 4. Environmental Determination. The City Council action is not a project subject to CEQA, because it is an organizational or administrative activity that will not result in direct or indirect physical changes to the

35 of 349

1 2
5 9
8 environment (CEQA Guidelines Section 15378(b)(5)). Even if adoption of the Ordinance were a project, it would be exempt from CEQA because it can be seen with certainty that there is no possibility that the Ordinance will have a significant effect on the environment (CEQA Guidelines Section 15061(b)(3)).

Section 5. Severability. In the event any section, clause or provision of this ordinance shall be determined invalid or unconstitutional, such section, clause or provision shall be deemed severable and all other sections or portions hereof shall remain in full force and effect.

Section 6. Publication. This Ordinance shall be published in summary in a newspaper of general circulation, posted in the City Clerk's Office, and posted on the City's website, all in accord with Section 2.15 of the City Charter.

Section 7. Legislative History and Effective Date. This ordinance was introduced on Clerk to complete., and adopted on Clerk to complete., and shall be effective 30 days after its adoption.

Place attachments here

36 of 349

CITY OF SAN MATEO
6 1
0 1

CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 3 Section Name: CONSENT CALENDAR Account Number: 10-5131 File ID: 25-10602 TO: City Council
FROM: Alex Khojikian, City Manager
PREPARED BY: Police Department
MEETING DATE: December 01, 2025
SUBJECT:

Digital Evidence Software Subscription — Agreement
RECOMMENDATION:

BACKGROUND:

In 2023 the City Council approved a multi-year agreement with Cellebrite Inc., for their Premium software which enables police investigators to access digital evidence from iOS/Apple and Android devices. These devices contain significant data used for criminal investigations and prosecutions. The continued use of this software is a critical component to effectively investigating cases.

Personal technology devices such as smart phones are commonly used to facilitate crime or are used in the commission of a crime. Common crimes include homicide, stalking, sexual assault, harassing calls or texts, hate crimes, extortion, blackmail, fraud, sex trafficking, revenge porn, bullying, domestic violence, burglary/theft, robbery, drug sales/ manufacturing and many others. Phones contain valuable information used in criminal prosecutions (pictures, texts, phone records, documents, GPS data). Phones may also contain exculpatory information that may clear a person from suspicion in a criminal case. Cell phone data simply cannot be ignored in modern policing and investigative work, not only because phones contain a wealth of information, but also because jurors expect to have physical data that links individuals to criminal activity.

Cellebrite has indicated plans to sunset the current Premium software program next year and will be discontinuing any further advancements and support. They are now offering a new software program called “Cellebrite InsEYEts.” This new technology is more robust and efficient, including an added Artificial Intelligence feature that will help detectives locate evidence faster during forensic extractions. For these reasons, staff has negotiated a new agreement with Cellebrite for access to the InsEYEts software program.

Cellebrite is the leader in this industry, and their software allows access to the widest range of devices. The Police Department believes retaining the ability to access digital evidence is crucial. The cost for the new InsEYEts software package is $137,952.55 annually and reflects a discount due to the long-term relationship. The payment due in the current year has also been discounted to $46,960.65 in recognition of annual subscription costs which have already been paid under the prior agreement. The new agreement reflects the scope of services and payment rates to encompass the new InsEYEts program.

37 of 349

CITY OF SAN MATEO
6 1
0 1
BUDGET IMPACT:

The cost associated with the first year for the InsEYEts software program can be accommodated in the Police Department’s FY2025-26 operating budget. Future costs will be incorporated into the 2026-28 Business Plan.

ENVIRONMENTAL DETERMINATION:

This action is not a project subject to CEQA, because it can be seen with certainty that it will not cause a physical change in the environment. (Public Resources Code Section 21065.)

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
Att 1 — Agreement

STAFF CONTACT
Ed Barberini, Chief of Police
[email protected]
(650) 522-7600
Jennifer Maravillas, Captain
[email protected]
(650) 522-7633
Matthew Earnshaw, Lieutenant
[email protected]
(650) 522-7627

38 of 349

IMPORTANT: PLEASE READ THIS END CUSTOMER LICENSE AGREEMENT CAREFULLY.

DOWNLOADING, INSTALLING, ACCESSING OR USING CELLEBRITE -SUPPLIED

SOFTWARE (AS PART OF A PRODUCT OR STANDALONE) CONSTITUTES EXPRESS ACCEPTANCE OF THIS AGREEMENT. CELLEBRITE IS WILLING TO LICENSE

SOFTWARE TO CUSTOMER ONLY IF YOU AND CUSTOMER ACCEPT ALL OF THE TERMS SET OUT IN THE AGREEMENT (as defined below).

TO THE EXTENT OF ANY CONFLICT BETWEEN THIS END Customer LICENSE AGREEMENT, ANY ADDITIONAL TERMS IN AN AGREEMENT SIGNED BETWEEN Customer AND CELLEBRITE, ANY “CLICK -ACCEPT” AGREEMENT, ANY TERMS ON A PURCHASE ORDER, AND CELLEBRITE’S TERMS AND CONDITIONS, THE ORDER OF PRECEDENCE SHALL BE (A) THIS END CUSTOMER LICENSE AGREEMENT; (B) AN AGREEMENT SIGNED BY Customer AND CELLEBRITE;; (C) CELLEBRITE’S QUOTE AND GENERAL TERMS AND CONDITIONS; (D) TERMS AND CONDITIONS SET OUT IN CELLEBRITE’S DOCUMENTATION, INCLUDING USER GUIDES, “CLICK TO ACCEPT” ADDENDA TERMS AND ANY POP UP TERMS AND INSTRUCTIONS WITHIN CELLEBRITE PRODUCTS; AND LAST ( E) CUSTOMER’S PURCHASE ORDER. BY DOWNLOADING, INSTALLING, ACCESSING, OR USING THE SOFTWARE, USING

THE PRODUCT OR OTHERWISE EXPRESSING YOUR AGREEMENT TO THE TERMS CONTAINED

IN THE AGREEMENT, YOU INDIVIDUALLY AND ON BEHALF OF THE ORGANIZATION THAT YOU REPRESENT (THE “LICENSEE” OR
“CUSTOMER”) EXPRESSLY CONSENT TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT

OR ARE NOT AUTHORISED TO ACCEPT AND AGREE TO THE TERMS CONTAINED IN THE

AGREEMENT, THEN (A) DO NOT DOWNLOAD, INSTALL, ACCESS, OR USE ANY SOFTWARE (OR, AS APPL ICABLE, ANY PRODUCT IN WHICH ANY SOFTWARE IS EMBEDDED), AND (B) WITHIN THIRTY (30) DAYS AFTER RECEIPT OF ANY SOFTWARE (OR, IF AN AGREEMENT

BETWEEN CUSTOMER AND CELLEBRITE PROVIDES A SHORTER TIME PERIOD FOR

ACCEPTANCE, SUCH SHORTER TIME PERIOD FOR ACCEPTANC E), EITHER RETURN SUCH

SOFTWARE TO CELLEBRITE OR TO THE APPLICABLE AUTHORIZED RESELLER FOR FULL

REFUND OF THE SOFTWARE LICENSE FEE, OR, IF SUCH SOFTWARE IS EMBEDDED IN A

PRODUCT FOR WHICH NO SEPARATE SOFTWARE LICENSE FEE WAS CHARGED, RETURN

SUCH PRODUCT AN D EMBEDDED SOFTWARE, UNUSED, TO CELLEBRITE OR TO THE

APPLICABLE AUTHORIZED RESELLER FOR A FULL REFUND OF THE LICENSE FEE PAID FOR THE APPLICABLE SOFTWARE EMBEDDED IN SUCH PRODUCT. CUSTOMER’S RIGHT TO RETURN AND REFUND ONLY APPLIES IF Customer IS THE ORIGIN AL PURCHASER AND LICENSEE OF SUCH SOFTWARE.

This EULA governs Customer’s access to and use of any Software and/or any Product (as defined below) first placed in use by Customer on or after the release date of this EULA version (the “Release Date”).

1. DEFINITIONS – In this Agreement, the following capitalized terms shall have the meaning set forth below:
“Affiliate” of a party means such party’s parent corporation, an entity under the control of such party’s parent corporation at any tier or an entity control led by such party at any tier. For these purposes, “control” shall mean the power to direct or cause the direction of the management and policies of the entity, whether through the ownership of more than 50% of the outstanding voting interests in such entity or otherwise.
“Agreement” means this EULA, combined with the Cellebrite General Terms and Conditions (the “GTC”) which is incorporated by reference herein, and any additional agreement in writing signed by Customer and Cellebrite.
“Authorization Product” means a product sold by Cellebrite, or an authorized reseller of Cellebrite, with embedded License Authorization Software, including but not limited to a USB dongle with embedded License Authorization Software.

39 of 349

“Authorized Users” means the number of Users that Customer is licensed to have access to the applicable Software, which may include Concurrent Users and/or Named Users, all as set forth in the Agreement.

If the number of Authorized Users is not otherwise set forth in the Agreement, the number of Authorized Users shall be deemed to be equal to the number of Products (other than Authorization Products) purchased by Customer.
“Beta Software” means a pre-commercial, evaluation, pilot, "alpha", or "beta" version of the Software. “Cellebrite” means Cellebrite DI Ltd. or its Affiliate that has an agreement with Customer and/or issues invoices to Customer with respect to any Software and/or Product, as applicable. “Concurrent Users” means the number of Authorized Users (whether Named Users or not) of Customer concurrently and/or simultaneously accessing, using or otherwise enjoying the benefit (except reviewing results of analyses generated by Software) of Software, either directly or indirectly from a remote location. If a single User connects to Software using multiple concurrent log-ins or connections, each such active logical connection or log-in is counted toward the number of Concurrent Users. “Documentation” means any documentation related to any Software provided by Cellebrite. “Embedded Software” means a copy of Software delivered embedded in or loaded onto a Product when such Product is sold by Cellebrite or an authorized reseller of Cellebrite. Any Updates or Upgrades to Embedded Software are also deemed “Embedded Software”, notwithstanding being separately delivered from the applicable Product.
“Law” shall mean any law, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding restriction or requirement of or by any governmenta l authority, as may be amended, changed or updated from time to time.
“License Authorization Software” means Software that is provided together with hardware on which it is embedded that is used to validate the authorized use of standalone Software. “License Term” means the term of a paid subscription to an instance of Software or a unit of Product. “Named Users” means a User authorized by Customer to access or use the Software through the assignment of a single user ID, regardless of whether such User is using Software at any given time. A non-human device capable of accessing or access Software is counted as a Named User. “Product” means a product manufactured by Cellebrite. The term “Product” includes without limitation Authorization Products.
“Remote Access Protocol” means any remote access application, including without limitation Remote Desktop Protocol (RDP) and Windows Remote Management (WinRM), used to connect a single remote computer (e.g., a laptop) to a single host computer (e.g., a desktop) with an Authorization Product directly connected to such host computer for each Authorization Product then licensed by Customer, as long as such Authorized User, single remote computer and single host computer with an Authorization Product are all located in the Territory.
“Software” means an instance of a program, module, feature, function, service, application, operation or capability of any Cellebrite -supplied software. The term “Software” includes without limitation any Embedded Software, Upgrade, Update, standalone software or any License Authorization Software. “Territory” means the country (not including external territories) in which Product was purchased or Software was licensed from Cellebrite or an authorized reseller of Cellebrite. “Third Party” means an individual or entity other than Customer, Cellebrite and Cellebrite’s Affiliates. “Third Party Software” means certain software provided by a Third Party embedded in any Product, either as a standalone feature or as part of any Software, and which may be subject to additional end user license restriction and agreements.

40 of 349

“Customer System” means Customer’s internal website(s), servers, Cloud infrastructure, including Virtual Private Cloud, and other equipment, software or systems used in th e conduct of Customer’s business.
“Update” means an update to any Software that is provided by Cellebrite and that may incorporate (i) corrections of any substantial defects; (ii) fixes of any minor bugs; (iii) at the sole discretion of Cellebrite, allowing additional compatibility of the Software with mobile devices provided by Third Parties; and/or (iv) at the sole discretion of Cellebrite, minor enhancements to the Software; provided, however, that Updates shall not include Upgrades. Updates are g enerally identified by Cellebrite by a change to the version number to the right of the first decimal point (e.g., version 4.1 to 4.2). “Upgrade” means a new release of any Software that incorporates substantial changes or additions that (i) provide additional value and utility; (ii) may be priced and offered separately as optional additions to any Software; and/or (iii) are not generally made available to Cellebrite’s Customers without a separate charge. Upgrades are generally identified by Cellebrite by a change to the version number to the left of the first decimal point (e.g., version 4.2 to 5.0).
“User” means any individual able to gain access to any Software functionality. “You” means the individual executing this EULA on behalf of the Customer.

2. LICENSE GRANT

A. Software. Subject to the terms and conditions of this EULA, during the License Term, Cellebrite grants Customer, and Customer accepts, upon delivery of any Software, a non -exclusive, non - transferable, royalty free, and non-sublicensable license to the Software to (i) allow Authorized Users to use such Software, in executable form only, and any accompanying Documentation, strictly for Customer’s internal use for the Authorized Purposes identified below, and not for any other purpose, strictly in the Territory, only as authorized in this Agreement and subject to the terms hereof; and (ii) (iii) where the Software in not provided as Embedded Software, keep one (1) copy of Software strictly for backup, archival or disaster recovery purposes.

For purposes of this EULA, “Authorized Purposes” means strictly the following purposes:
· An internal investigation conducted by the Customer within the Customer’s own organization;
· An investigation of fraud, intrusion or assault incidents, including DFIR conducted by the Customer within the Customer’s own organization;
· An eDiscovery process performed as part of legal proceedings where the Customer is a Party;
· Data backup performed as part of a legal hold proceeding involving the Customer’s organization;
· Law enforcement activities, crime and/or terrorism prevention; · Data recovery within the Customer’s organization; and/or · Customer organization’s compliance evaluation purposes.

Notwithstanding the foregoing, the “Authorized Purposes” restriction above shall not apply to usage of Cellebrite’s Endpoint Inspector product which may be used for any internal use.

i. Embedded Software Limitations. Customer may only use Embedded Software for execution on the unit of Product originally delivered to Customer with such Embedded Software installed or any replacement unit provided under a warranty from Cellebrite. Any Update or Upgrade of such Embedded Software that Cellebrite has licensed to C ustomer may be loaded and executed only on the unit of Product on which any originally licensed Software is authorized to execute.

ii. License Exclusion . Notwithstanding anything to the contrary, except as may otherwise be required by applicable Law, no license is granted for installation or use of any Software on any

41 of 349

Product resold by anyone who is not an authorized reseller of Cellebrite for such Product.

iii. Single Product; Single Authorization Product. Customer’s license to any Embedded Software is limited to a license to use such Embedded Software on one (1) Product for each Product purchased from Cellebrite or Cellebrite’s authorized reseller. Customer’s license to any License Authorization Software is limited to a license to use such License Authorization Software on one (1) Authorization Product for each license to such standalone Software the authorized use of which is validated by such License Authorization Software and where such license is purchased from Cellebrite or Cellebrite’s authorized reseller.
iv. Authorization Products. Without limiting Section 2.D, Customer shall not, and shall not permit any User to, use any Authorization Product on a computer other than the computer to which such Authorization Product is directly connected (i.e. not through a network), except that an Authorized User may use Remote Access Protocol with Cellebrite’s UFED Physical Analyzer.

Customer shall ensure that multiple users cannot use Remote Access Protocol to access UFED Physical Analyzer simultaneously . For the avoidance of doubt, subject to the terms and conditions of this EULA, sharing a USB dongle among Concurrent Users is permitted. v. Remote Access Protocol. Customer expressly acknowledges, agrees and warrants that except as required for use by Concurrent Users as allowed by the Agreement and as provided herein each computer running an Authorization Product will be configured or at least limited to serve only one remote connection at a time. In other words, only one Authorized User can use a Remo te Access Protocol at the same time. For example, if a host computer is installed with multiple instances of Cellebrite’s UFED Physical Analyzer, Customer will ensure that it is not possible for multiple remote users to connect to the host computer and/or ensure that the foregoing does not occur. Regarding any other Cellebrite products or software other than Cellebrite’s UFED Physical Analyzer, Customer may not use a Remote Access Protocol unless expressly agreed to in writing by Cellebrite. Regarding Endpo int Inspector and/or Endpoint Mobile, it is hereby clarified and agreed that: (i) Customer may use Remote Access Protocol and allow Authorized and Concurrent Users to use outside of Territory, as detailed in the Agreement; and (ii) Cellebrite may, at its sole discretion, inform any Endpoint Inspector and/or Endpoint Mobile’s custodian about the nature of the use of the Endpoint Inspector and/or Endpoint Mobile application that will be installed and/or operated on or in relation to the custodian’s device. vi. Named Users . If the Agreement specifies that any Software may be used by Named Users, Customer shall (i) assign a unique login credential for access and use of the Software to each Named User, (ii) ensure that the Software is used only by the applicable Named Users, (iii) ensure that Users do not share login credentials, and (iv) maintain the security and confidentiality of its Named User login credentials.
vii. Concurrent Users. If the Agreement specifies that any Software may be use d by Concurrent Users, Customer may install one instance of such Software on one (1) designated host server for concurrent and simultaneous use and/or access by the applicable number of Concurrent Users. The number of Concurrent Users accessing such Software at any time may not exceed the number of Concurrent Users specified in the Agreement. Customer must keep a record of all Authorized Users who are Concurrent Users.
viii. Former BlackBag Software Users. Each copy of the Inspector, Digital Collector, Mobilyze, or SoftBlock Software may only be used, executed, or displayed by one (1) Authorized User and on one Licensed System at any given instance. The term “Licensed System” means a computer to which an activation key provided by BlackBag has been connected or accessed, as authorized by BlackBag in the applicable License Confirmation.

42 of 349

ix. Cellebrite Premium-aaS; Cellebrite InsEYEts; Mobile Ultra, Mobile Elite, Cellebrite Pathfinder Speech to text and/or translation Services (“Services”) Access and Use . Subject to Customer’s compliance with the terms and conditions contained in this Agreement and/or in any applicable quote issued to Customer by Cellebrite in connection with each of the Services listed above, Cellebrite further grants to Customer, during the relevant Subscription Term , a limited, non - exclusive, non-transferable (a) right to access and use the Service in accordance with any relevant printed, paper, electronic or online user instructions and help files made available by Cellebrite for use with the Service, as may be updated from time to time by Cellebrite, and (b) license to download any relevant Software where Software components are offered by Cellebrite for the purpose of using the Service, in each case strictly under the terms of Licens e set out in this Section 2, solely for the Authorized Purposes and strictly for the benefit of Customer. By accessing and/or using the Service, Customer expressly acknowledges and agrees that operational and usage information shall be shared with Cellebri te for the purpose of providing the Service. Such information may include, but is not limited to the number of unlocking actions purchased by the Customer and/or left for use, types of Software downloaded by Customer for the purpose of using the Service, etc. The Service may be affected by factors beyond Cellebrite’s control and may not be continuous and uninterrupted. Customer acknowledges that the Service may be subject to limitations and/or delays inherent in the use of the internet and electronic communications, and Cellebrite is not responsible or liable for any delays, delivery failures or other damage resulting from those technical difficulties beyond its control.

x. Cellebrite Premium -aaS; Cellebrite InsEYEts; Mobile Ultra and Mobile Elite Services (“Services”) Placement and Use. Customer shall use the Services and place all related Software and hardware components provided with the Services, inside a secured room, lab, or office, where the security measures used to secure the Services and respective components are consistent with security measures undertaken by the Customer to protect its most sensitive activities.

x.i. The following are additional terms for the purchase of speech to text and/or translation services (the “Language Services”):

1.1. If the Language Services and the Pathfinder license are purchased together, both will be installed at the same time and licenses will start upon the completion and acceptance of the installation.

1.2. If the Language Services are purchased at a later date, as an addition to an existing Pathfinder license, then:

1.2.1. The term of the Language Services shall commence 60 days after the date of the Quote for the purchase of Language Services.

1.2.2. The term of the Language Services will expire at the end of the existing Path finder Subscription Term, which the Language Services have been added to.

1.3. Use of the Language Services is subject to the Agreement and the technical requirements for the Customer System therein, any additional technical requirements made by Cellebrite in writing and the completion of the Language Service installation. B. Software Provisions. i. Any use or operation of the Product, including the Software, with any product and/or mobile device developed, manufactured, produced, programmed, assembled and/or otherwise maintained by any person or entity shall be permitted only after the User has obtained any consents or approvals required (to the extent required) pursuant to applicable Law.

ii. UNDER NO CIRCUMSTANCES SHALL CELLEBRITE, ITS OFFICERS, EMPLOYEES OR

REPRESENTATIVES BE LIABLE TO CUSTOMER, USER OR ANY THIRD PARTY

UNDER ANY CAUSE OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE)

43 of 349

FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR

OTHER INDIRECT DAMAGES UNDER ANY LEGAL THEORY ARISING OUT OF OR

RELATING TO THE USE OF ANY OF THE CELLEBRITE SOFTWARE IN CONNECTION

WITH ANY PRODUCT AND/OR MOBILE DEVICE DEVELOPED, MANUFACTURED,

PRODUCED, PROGRAMMED, ASSEMBLED AND/OR OTHERWISE MAINTAINED BY

ANY PERSON OR ENTITY, WITHOUT OBTAINING EAC H APPLICABLE CONSENT AND APPROVAL.
iii. No Obligation. Nothing in this EULA requires Cellebrite to provide Updates or Upgrades to Customer.

iv. Trial and Beta Software Licenses . Subject to the terms and conditions of this Agreement, Cellebrite may grant Customer with, and Customer accepts, a nonexclusive, time -limited and nontransferable license, effective upon delivery, to use a copy of Software or a Beta Version of the Software, in executable form only, and any accompanying Documentation, only for Customer’s in ternal use to test, trial or evaluate such Software and/or provide feedback to Cellebrite with respect thereto, in the Territory, and not for any business or productive purposes, for a period as specified by Cellebrite at its sole discretion, and subject t o the restrictions in Section 2.

Customer assumes all risks and all costs associated with its use of the Trial and/or Beta Software, any obligations on behalf of Cellebrite to indemnify, defend, or hold harmless under this Agreement are not applicable to Customer’s use of any Trial and/or Beta Software.

Customer’s sole and exclusive remedy with respect to such Trial and/or Beta Software is termination of the license thereto. There is no guarantee that features or functions of the Trial and/or Beta Software will be available, or if available will be the same, as in the general release version of the Software. Cellebrite will be under no obligation to provide Customer any maintenance or support services with respect to the Trial and/or Beta Software.

IT IS CLARIFIED THAT THE LICENSE UNDER THIS SUB -SECTION IV IS PROVIDED “AS IS”, WITHOUT ANY WARRANTY WHATSOEVER. CELLEBRITE DISCLAIMS ALL

IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS IN RELATION TO

THE TRAIL AND/OR BETA SOFTWARE, INCLUDING WITHOUT LIMITATI ON ANY

WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY OR NON -INFRINGEMENT. IN NO EVENT WILL CELLEBRITE BE LIABLE TO Customer OR TO ANY OTHER PARTY FOR ANY LOSS, DAMAGE, COST,

INJURY OR EXPENSE, INCLUDING LOSS OF TIME, MONEY OR GOODWILL, OR FOR

DAMAGES OF ANY KIND, WHETHER DIRECT, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL IN RELATION TO THE TRAIL AND/OR BETA SOFTWARE. v. Customer represents, warrants and covenants to Cellebrite that (a) only Users of Customer who have obtained any necessary consents and approvals pursuant to applicable Law shall be permitted to use any of the Products and/or Software; (b) Users of Customer shall only use any of the Products and/or Software in compliance with the terms of service, terms of use or other agreement with a Third Party; and (c) Customer and its Users shall only use any of the UFED family of Products in compliance with all applicable Laws.

C. License Prohibitions. Notwithstanding anything to the contrary, Customer shall not, and shall not permit, authorize or engage any Third Party to:
i. modify, reverse compile, reverse assemble, reverse engineer or otherwise translate all or any portion of any Software, or create derivative works thereof;

44 of 349

ii. assign, pledge, rent, lease, sublicense, share, distribute, sell or otherwise transfer the Software, any copy thereof, or any rights granted hereunder, to any third party, including without limitation selling any Product in a secondhand market;;
iii. use any Software to provide service to any Thi rd Party including by use on a time sharing, service bureau, application service provider (ASP), software as a service (SAAS), cloud services, rental or other similar basis;
iv. make copies of or reproduce of any Software and/or Documentation, except as provided for in the license grant above;
v. remove, alter, deface, cover, obfuscate or destroy any proprietary markings, copyrights notices, proprietary legends, labels or marks placed upon or contained within any Products and/or Software (including, without limitation, any copyright or other attribution statements such as for open source software);
vi. use any Embedded Software other than with Products provided by Cellebrite or an authorized reseller of Cellebrite or for more than the number of Products purchased from Cellebrite or an authorized reseller of Cellebrite;
vii. disclose any results of testing or benchmarking of any Software to any Third Party; viii. use any Update or Upgrade beyond those to which Customer is entitled or with any Software to which Customer does not have a valid, current license;
ix. deactivate, modify or impair the functioning of any disabling code in any Software; x. circumvent or disable Cellebrite’s copyright protection mechanisms or license management mechanisms;
xi. use the Product, any Software or any Third Party Software, alone or in combination with other activities, products or serv ices, in any activity or manner that violates or supports, assists, facilitates, enables, constitutes or is otherwise deemed to be in violation of:
(1) any order, regulation or Law (including but not limited to any Law with respect to human rights or the rights of individuals) or to support any illegal activity; (2) any human rights standards of any person, group, or community, and best practice including in ternationally recognized human rights instruments, such as the Universal Declaration of Human Rights, the International Covenant on Civil and Political Rights, and the International Labor Organization Declaration on Fundamental Principles and Rights at Work;
(3) any rights of any Third Party.
xii. use any Product for any training purposes, other than for training Customer’s employees, where Customer charges fees or receives other consideration for such training, except as authorized by Cellebrite in writing;
xiii. combine or operate any Products or Software with other products or software, without prior written authorization of Cellebrite or its Affiliates, including without limitation any installation of any software on any Product; or,
xiv. attempt any of the foregoing.

The licenses set out hereunder are at all times subject to these prohibitions and any contravention thereof shall constitute a material breach of this Agreement. Cellebrite expressly reserves the right to seek all available legal and equitable remedies to prevent any of the foregoing and to recover any lost profits, damages or costs resulting from any of the foregoing.

For the purpose of this Section, it is hereby clarified that “Third Party” shall include: Customer’s affiliates, employees, contractors, licensors, suppliers or Customers. If the event that the Customer

45 of 349

is a governmental body the followings shall also be included: any federal, state, local, judicial or other governing body having jurisdiction over any of the foregoing.

D. Legal Exception. Customer agrees that, to the extent that any applicable Law (including without limitation national laws implementing 2009/24/EC on the Legal Protection of Computer Programs) grants Customer the right to reverse engineer any Software to make it interoperable without Cellebrite’s consent, before Customer exercises any such rights, Customer shall notify Cellebrite of such desire and, no later than sixty (60) days following receipt of such request, Cellebrite may decide either to: (a) perform the work to achieve such interoperability and charge its then-standard rates for such work to Customer; or (b) permit Customer to reverse engineer parts of such Software only to the extent necessary to achieve such interoperability. Only if and aft er Cellebrite, at its sole discretion, partly or completely denies Customer’s request, shall Customer exercise its statutory rights.

E. Network Usage . Customer understands and agrees that Cellebrite may use Customer’s internal network and Internet connection for the limited purpose of transmitting license -related data at the time of installation, registration, use or update of Software to a Cellebrite-operated license server. At such time, Cellebrite may validate the license -related data in order to protect C ellebrite against unlicensed or illegal use of any Software. At its option, Cellebrite may only permit activation of Software upon exchange of license related data between Customer’s computer and the Cellebrite license server.

F. Third Party Software. Customer acknowledges and agrees that the access and use of any Software (or certain features thereof) may involve access and/or use of Third Party Software. In addition to the Agreement, Customer shall comply with the terms and conditions applicable to any such Third Party Software, including without limitation the following terms and conditions:

i. Bing Maps - https://www.microsoft.com/en-us/maps/product/terms-april- 2011; http://aka.ms/BingMapsMicrosoftPrivacy

ii. OpenStreetMap – http://www.openstreetmap.org/copy right

iii. Chainalysis Inc. - https://legal.cellebrite.com/intl/ChainalysisEULA.htm Additional Third Party Licenses can be found here: https://www.cellebrite.com/en/blackbag- agreements/#third_party

G. No Implied Licenses. Except for the express licenses set forth herein, Cellebrite does not grant any license to Customer, whether by implication or otherwise.

H. Reserved.

I. Open Source Software.
i. Software may use and/or be provided with third party open source software, libraries or other components (“Open Source Component”), including those detailed in the open source notices files separately conveyed to Customer. To the extent so stipulated by the license that governs each Open Source Component (“Open Source License”), each such Open Source Component is licensed directly to Customer from its respective licensors and not sublicensed to Customer by Cellebrite, and such Open Source Component is subject to its respective Open Source License, and not to this Agreement. If, and to the extent, an Open Source Component requires that this Agreement effectively impose, or incorporate by reference, certain disclaimers, permissions, provisions, prohibitions or restrictions, then such disclaimers, permissions, provisions, prohibitions or restrictions shall be deemed to be imposed, or incorporated by reference into this Agreement, as required, and shall supersede any conflicting provision of this

46 of 349

Agreement, solely with respect to the corresponding Open Source Component which is governed by such Open Source License.

Open-Source Component list can be found under Cellebrite Customer Community here:
https://community.cellebrite.com/s/product-and-licenses?activetab=products

ii. If Customer or another party on its behalf, modifies, replaces or substitutes any Open Source Component used in or provided with this Software, Customer hereby fully, forever, irrevocably and unconditionally releases and discharges Cellebrite, its Affiliates and its and their employees, officers, directors, resellers, distributors and representatives (collectively, “Released Parties”) from any and all claims, charges, complaints, demands, actio ns, causes of action, suits, rights, debts, covenants, liabilities, warranties, performance and maintenance and support obligations (collectively, “Released Claims”), of every kind and nature, with respect to such Software, including without limitation any such Released Claims that arise as a matter of applicable Law. iii. If an Open Source License requires that the source code of its corresponding Open Source Component be made available to Customer, and such source code was not delivered to Customer with the Software, then Cellebrite hereby extends a written offer, valid for the period prescribed in such Open Source License, to obtain a copy of the source code of the corresponding Open Source Component, from Cellebrite. To accept this offer, Customer shall contact Cellebrite at sup p [email protected].

J. Personal Data. The parties acknowledge and agree that: (a) Within the scope of this Agreement, the Product is an on -premise solution used and operated solely by C ustomer without the involvement of Cellebrite; (b) Cellebrite is not engaged in any processing of ‘personal data’ (as this term is used in Laws governing data privacy and data protection) that flows through the Product; and therefore (c) with respect to Cellebrite activities in the scope of this Agreement, Cellebrite is neither a ‘data controller’ nor ‘data processor’ (as these terms are used in Laws governing data privacy and data protection).

K. Aggregated Statistics and Usage Data . Customer hereby agrees and consents that Cellebrite may monitor Customer’s use of the Software, Products and Services and use Customer usage data or other information in an aggregate and anonymous manner, including to compile statistical and performance information related to th e provision and operation of the Software, products and Services (“Aggregated Statistics”). As between Cellebrite and Customer, all right, title and interest in the Aggregated Statistics and all Intellectual Property Rights therein, shall belong to and are retained solely by Cellebrite. Customer acknowledges and agrees that Cellebrite will be compiling Aggregated Statistics including information and inputs Customer and by other Customers and Customer agrees that Cellebrite may (a) make such Aggregated Statistics publicly available, and (b) use such information to the extent and in the manner permitted by applicable law or regulation and for any purpose of data gathering, analysis, service and product enhancement and marketing, provided that such data and information does not identify Customer or its Confidential Information.

L. The Customer acknowledges and agrees that Cellebrite may deliver non -personalized in -app notifications, including pop -ups, updates, and product related services, as part of the Cellebrite product experience.

3. OWNERSHIP

A. Title to Software. Notwithstanding anything to the contrary, Software furnished hereunder is provided to Licensee subject to and in accordance with the terms and conditions of the EULA. All title and interest of the Software, Services and and/or any related Documentation and any derivative works thereof shall remain solely and exclusively with Cellebrite or its licensors, as applicable.

47 of 349

Nothing in this Agreement constitutes a sale, transfer or conveyance of any right, title or interest in any Software Service and/or Documentation or any derivative works thereof. Any reference to a sale of Products shall be understood as a license to Software or Services under the terms and conditions of this Agreement.

B. Intellectual Property. All intellectual property rights relating to the Software and/or the Products, including without limitation, all patents, trademarks, algorithms, binary codes, business methods, computer programs, copyrights, databases, know -how, log os, concepts, techniques, processes, methods, models, commercial secrets and any other intellectual property rights, including any new developments or derivative works of such intellectual property, whether registered or not, are and shall remain the sole and exclusive property of Cellebrite or its licensors, as applicable. All right, title and interest in and to any inventions, discoveries, improvements, methods, ideas, computer and other software or other works of authorship or other forms of intellectual property which are made, created, developed, written, conceived of or first reduced to practice solely, jointly with Licensee or on behalf of Licensee shall be and remain with Cellebrite or its licensors, as applicable. Any suggestions, improvements or ot her feedback provided by Licensee to Cellebrite regarding any Products, Software or services shall be the exclusive property of Cellebrite. Licensee hereby freely assigns any intellectual property rights to Cellebrite in accordance with this Section, inclu ding any moral rights, and appoints Cellebrite as its attorney -in-fact to pursue any such intellectual property rights worldwide.

4. CONFIDENTIALITY – The parties may each disclose to the other proprietary information related to the subject of the Agreement (“Confidential Information”). Software, Documentation, Trade Secrets, and any technical information related thereto are Confidential Information of Cellebrite without any marking requirement, but any other information disclosed in writing must be marked “co nfidential” or “proprietary” to be deemed the Confidential Information of a party. Information disclosed orally may be deemed Confidential Information if the disclosing party says it is proprietary and summarizes it in a writing to the other party within twenty (20) days of the oral disclosure.

Pursuant to 18 U.S.C. §1833(b) , Customer shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of Cellebrite’s Trade Secrets (as defined below) only if such disclosure is made: (i) in confidence to a Federal, State, or local government official, solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In court proceedings claiming retaliation by Cellebrite for Customer’s reporting a suspected violation of law, Customer may only disclose Cellebrite Trade Secrets to Customer’s legal counsel and may only use the Trade Secret information, if Customer (i) files documents containing Trade Secrets under seal; and (ii) Customer does not otherwise disclose Cellebrite Trade Secrets, except pursuant to a court order.

The term “Trade Secret” means all forms and types of financial, business, scientific, technical, economic, or engineering information, including patterns, plans, compilations, program devices, formulas, designs, prototypes, methods, techniques, processes, procedures, programs, or codes, whether tangible or intangible, and whether or how stored, compiled, or memorialized physically, electronically, graphically, photographically, or in writing if: (a) Cellebrite has taken reasonable measures to keep such information secret; and (b) the information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, another person who can obtain economic value from the disclosure or use of the information.

The receiving party shall: (a) hold Confidential Information in confidence using the same degree of care as it normally exercises to protect its own proprietary information but at least reasonable care, (b) restrict disclosure and use of Confidential Information to only employees (inclu ding any agents, contractors or consultants) with a need to know who are advised of their obligations with respect to Confidential Information, (c) not copy, duplicate, reverse engineer or decompile Confidential Information, (d) use Confidential Information only in furtherance of performance under the Agreement,

48 of 349

and (e) upon expiration or termination of the Agreement, at the disclosing party’s option, destroy or return all Confidential Information to the disclosing party.

The receiving party shall have no obligation regarding Confidential Information that: (a) was previously known to it free of any confidentiality obligation, (b) was independently developed by it, (c) is or becomes publicly available other than by unauthorized disclosure, (d) is disclosed to third parties by the disclosing party without restriction, or (e) is received from a third party without violation of any confidentiality obligation.

If a party is faced with legal action or a requirement under applicable Law to disclose or make available Confidential Information received hereunder, such party shall promptly notify the disclosing party and, upon request of the latter, cooperate in contesting such action or requirement at the disclosing party’s expense. Neither party shall be liable for damages for any disclosure or unauthorized access pursuant to legal action or applicable Law or for inadvertent disclosure, access, or use if the customary degree of care as it uses with respect to its own proprietary information has been exercised and if, upon discovery of such inadvertent disclosure, access, or use the receiving party has endeavored to prevent any further (inadvertent or otherwise) disclosure or use.

5. EXCLUSIVE REMEDIES AND LIMITATION OF LIABILITY.

A. Definitions. For purposes of the exclusive remedies and limitations of liability set forth in this Section 5, Cellebrite shall be deemed to include its Affiliates and its and their directors, officers, employees, agents, representatives, shareholders, subcontractors and suppliers; and “damages” shall be deemed to refer collectively to all injury, damage, loss or expense incurred.

B. Exclusive Remedies . Cellebrite’s entire liability and Customer’s exclusive remedies against Cellebrite for any damages caused by any Product or Software de fect or failure, or arising from the performance or non-performance of any obligation under the Agreement, regardless of the form of action, whether in contract, tort including negligence, strict liability or otherwise shall be:

i. For bodily injury or deat h to any person proximately caused by Cellebrite, Customer’s direct damages; and
ii. For all other claims, Cellebrite’s liability shall be limited to direct damages that are proven, in an amount not to exceed the total amount paid by Customer to Cellebrite during the twelve (12) month period that immediately preceded the event that gave rise to the applicable claim.

C. Limitation of Liability . NOTWITHSTANDING ANYTHING TO THE CONTRARY,

CELLEBRITE SHALL NOT BE LIABLE FOR INCIDENTAL, SPECIAL, EXEMPLARY,

CONSEQUENTIAL OR OTHER INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO

LOST PROFITS, SAVINGS OR REVENUES OF ANY KIND, WHETHER OR NOT CELLEBRITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS

PROVISION SHALL APPLY EVEN IN THE EVENT OF THE FAILURE OF AN EXCLU SIVE REMEDY.

D. No Liability to any Third Party . TO THE MAXIMUM PERMITTED EXTENT, CELLEBRITE

DISCLAIMS ANY AND ALL LIABILITIES OR OBLIGATIONS WHATSOEVER RELATED TO

ANY PRODUCT OR SOFTWARE OR LICENSING OF ANY SOFTWARE TO, OR USE BY, ANYONE OTHER THAN Customer.

E. Third Party Software and Customer System Liability. Notwithstanding anything to the contrary, Cellebrite shall not be liable to Customer or any User for any damages due to use of any Third Party Software or Customer System. The limitations and exclusions from liability under the terms and conditions applicable to any Third Party Software or Customer System (which are applicable to the arrangement between Customer and the applicable provider of such Third Party Software or System) shall govern and apply with respect to the use of each such Third Party Software or System.

Additionally, Cellebrite does not provide any warranty with respect to any Third

49 of 349

Party Software or Customer System. The warranty provided by the terms and conditions applicable to any Third Party Software or Customer System (which are applicable to the arrangement between Customer and the applicable provider of such Third Party Software or System) shall apply to Third Party Software or System.

F. AI-generated results: The results generated by AI features are automatically produced, not by humans, and may be inaccurate, incorrect, or contain non-unique elements, or display content similar to that shown to other customers or users. Manual or human review is required. The use of AI features is solely at the Customer’s discretion, responsibility, and risk.

6. CUSTOMER INDEMNITY – To the maximum extent permitted by applicable Law, Customer shall, at its expense: (i) indemnify a nd hold Cellebrite and its Affiliates and its and their directors, officers, employees, agents, representatives, shareholders, subcontractors and suppliers harmless from and against any damages, claim, liabilities and expenses (including without limitation legal expenses) (whether brought by a Third Party or an employee, consultant or agent of Customer’s) arising out of any (a) misuse or use of any Product or Software furnished under the Agreement in a manner other than as authorized under this EULA, includ ing without limitation using the Product or Software in a manner that violates applicable Law including without limitation a person’s Fourth Amendment rights under the United States Constitution (or its equivalent in the Territory); (b) misappropriation of any personal information, (c) failure to obtain consents and approvals required by applicable Law for the use of any of the Cellebrite’s Products or Software, or; (g) use of any Product or Software in breach of or to violate the terms of any other agreeme nt with a Third Party; (ii) reimburse Cellebrite for any expenses, costs and liabilities (including without limitation legal expenses) incurred relating to such claim; and (iii) pay all settlements, damages and costs assessed against Cellebrite and attributable to such claim.

7. CELLEBRITE INDEMNITY – Cellebrite will, at its expense: (i) indemnify, defend and hold Customer and its Affiliates and its and their officers and directors harmless from any Third Party claim to the extent alleging that any Software furnished under this Agreement directly infringes any patent, copyright or trademark or misappropriates any trade secret, in each case having legal effect in the Territory; (ii) reimburse Customer for any expenses, costs and liabilities (including reasonable attorney’s fees) incurred relating to such claim; and (iii) pay all settlements, damages and costs assessed against Customer and attributable to such claim.

In connection with satisfying its obligations hereunder, Cellebrite may, at its option and expen se: (a) procure for Customer and/or its Customers the right to continue using such Software or any Product on which such Software is embedded; (b) replace or modify any such Software or any Product on which such Software is embedded, to be free of such infringement; or (c) require return of such Software or any Product on which such Software is embedded, and refund the purchase price or license price depreciated on a straight-line basis over a three (3) year period from the delivery date.

Cellebrite shall h ave no obligations under this Section 7 with respect to any Excluded Item. The maximum liability of Cellebrite in relation to any claims under this Section 7 shall not exceed the amounts paid by Customer to license the infringing Software or purchase Produ cts including the infringing Software in the twelve (12) months immediately preceding the claim. If there are any other indemnification obligations with respect to infringement of any patent, copyright or trademark or misappropriation of any trade secret under the Agreement, this Section 7 shall be of no force and effect.

Cellebrite’s obligations under this Section 7 are conditioned upon: (1) Customer giving Cellebrite prompt written notice (within no more than thirty (30) days) after any such claim, unless Cellebrite would not be materially prejudiced thereby; (2) Cellebrite having complete control of the defense and settlement of such claim; (3) Customer cooperating fully with Cellebrite to facilitate the defense or settlement of such claim; and (4) Customer’s substantial compliance with the Agreement.

The sale of any Product by Cellebrite shall not in any way confer upon Customer, or upon anyone claiming under Customer, any license (expressly, by implication, by estoppel or otherwise) under any

50 of 349

patent claim of Cellebrite or others covering or relating to any combination, machine or process in which such Product is or might be used, or to any process or method of making such Product.

THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDY AND OBLIGATION OF THE

PARTIES HERETO FOR INFRINGEMENT OR OTHER VIOLATION OF ANY INTELLECTUAL

PROPERTY RIGHTS ARISING OUT OF THIS AGREEMENT AND IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, IN REGARD THERETO.

8. DISABLING CODE
A. Disabling Code. Software may be provided to Customer with code that allows Cellebrite to disable such Software. Except as provided in Section 8.B, Cellebrite will not invoke such disabling code without Customer’s prior consent.

B. Invocation of Disabling Code. Notwithstanding anything to the contrary, Cellebrite may invoke the disabling code without Customer’s consent if (i) Cellebrite reasonably believes that such Software has been, is being, or will be used in violation of Laws; (ii) Cellebrite is required to do so because of a court or regulatory order; (iii) Customer has not paid an outstanding invoice more than sixty (60) days after such invoice is due, or; (iv) Customer has used the Software other than as authorized by Customer’s license. Cellebrite shall have no liability to Customer for any good faith invocation of any such disabling code.

9. TERM AND TERMINATION
A. Term. The term of this EULA is from December 15, 2025 through August 1, 2028 and while any Software is under the Customer's control or possession.

B. Termination. Cellebrite may terminate this EULA and revoke the license granted hereunder (i) upon thirty (30) days’ prior written notice to Customer if Customer has not cured any material breach of this EULA by the end of such thirty (30) day notice period, or (ii) if Customer has not paid any invoice sixty (60) days after such invoice is due, or (iii) by providing a written notice to be immediately effective in case Cellebrite reasonably determines that it can no longer comply with the terms of the Agreement in accordance with the requirement of any applicable law, rule and/or regulations. Termination of the Agreement in accordance with this Section shall not impose on Cellebrite liability of any kind . Upon termination or expiration of this EULA, (a) Customer shall be responsible for payment for all purchase orders delivered to Customer by Cellebrite before the effective date of termination and (b) Customer shall destroy all copies of any Software under Customer’s control or possession.

C. Customer Termination. Customer may terminate this Agreement if Cellebrite fails to cure a material breach of this Agreement within 30 days after notice.

D. For Non-Appropriation. Customer’s obligation to pay any amounts due for those fiscal periods succeeding the current fiscal period are contingent upon appropriation or approval of funds for that purpose. If such funds become unavailable, then Customer may elect to terminate this Agreement by giving written notice of termination effective immediately or on such other date as Customer specifies in the notice. In such an event, the Customer shall have no further liability to pay any funds or any other consideration under this Agreement, and shall not be obligated to perform any provisions of this Agreement. If partial funds are appropriated or provided, Customer shall have the option to either terminate this Agreement with no liability to the Customer or offer an amendment to to reflect the reduced amount.

E. Survival. The provisions of Sections 1-5, 6, 9, and 10-15 of this EULA shall survive any termination or expiration of this EULA.

10. CHOICE OF LAW; JURISDICTION; GOVERNING LANGUAGE
A. Choice of Law; Jurisdiction.

51 of 349

i. The Parties agree to meet and discuss any dispute or claim relating to the Agreement prior to seeking any judicial resolution, for a period of at least thirty (30) days, during which either party may request confidential mediation. If either party requests confidential mediation, the Parties shall conduct a minimu m of two (2) days of confidential mediation with a neutral mediator selected by the American Arbitration Association in California.

ii. This Agreement and any disputes or claims arising hereunder are governed by the Laws of, and subject to the exclusive jurisdiction of, the country of incorporation of the Cellebrite entity that

52 of 349

sold any Product or licensed any Software to Customer, without giving effect to any choice of Law rules or principles. In case of sales or licenses in the United Stat es of America, this Agreement and any disputes or claims arising hereunder are governed by the laws of the State of California, and in the event of litigation, venue will be in the County of San Mateo without giving effect to any conflict of Law rules or principles. The United Nations Convention on Contracts for the International Sale of Goods (except that sales or licenses in the United States of America shall not exclude the application of General Obligations Law 5 -1401), and the Uniform Computer Information Transactions Act do not apply to this Agreement. Cellebrite may, at its sole discretion, initiate any dispute or claim against Customer, including for injunctive relief, in any jurisdiction permitted by applicable Law.

B. Litigation Sup p ort. Cellebrit e will only provide litigation support or testimony related to this Agreement if Cellebrite is compensated for its participation, including all travel expense, attorneys’ fees, lost opportunity costs, and other applicable amounts. Purchaser will contact Cellebrite for a quote.

C. Governing Language. The parties hereto have required that this EULA be drawn in the English language, and that the English language vers ion shall control over any translations thereof. If Customer is located in Quebec, the following sentence shall apply: Les parties conviennent que cette EULA soient rediges en anglais.

11. ASSIGNMENT – Except to the extent otherwise required by applicable Law or expressly provided for assignment generally in the Agreement, no license provided to Customer is sublicensable, transferable or assignable by Customer, including by operation of Law, change of control, merger, purchase or otherwise, without t he prior written consent of Cellebrite in each instance. Other than as expressly permitted by the foregoing, any attempted sublicense, transfer or assignment by Customer shall be null and void.

12. NO-WAIVER – No course of dealing or failure of either party to strictly enforce any term, right or condition of the Agreement shall be construed as a waiver of such term, right or condition.

13. ENTIRE AGREEMENT – The terms and conditions contained in this EULA supersede all prior oral or written understandings between the parties and shall constitute the entire agreement between the parties with respect to the subject matter of this EULA, except as provided for in the preamble to this EULA.

14. CONSTRUCTION; SEVERABILITY – The headings used in this EULA are for reference purposes only and will not be deemed to limit, expand or in any way affect the interpretation of any term or provision hereof. If any provision of this EULA is held to be invalid or unenforceable for any reason, the validity, legality, and enforceability of the remaining provisions will not be affected or impaired. The parties shall interpret the affected provision in a manner that renders it enforceable while attempting to closely approximate the intent and effect of the affected provision.

15. USA GOVERNMENT USERS ONLY
This Section does not apply to any private enterprise, public or private corporation, law firm, consulting company, digital forensics company, non -law enforcement agency, private person , or any other corporate entity that is a Licensee.

53 of 349

A. U.S. Government Customers . The Software and Services were developed exclusively at private expense and qualifies as a “commercial item” consisting of “commercial computer software” and/or “computer software documentation” as such terms are defined and used at FAR (48 C.F.R.)

2.101. Use, duplication or disclosure of the Software by the U.S. Government are subject to restrictions set forth in this Agreement, in accordance with FAR 12.212 and/or DFARS 227.7202-4, as applicable.

B. INAPPLICABLE TERMS AND PROVISIONS – VOID AB INITIO. This Section only applies to U.S. local, county, state, governmental agencies and other U.S. law enforcement agencies that are state or federally funded by the Un ited States Government. Subject to the foregoing statements, to the extent that any term or provision of the Agreement, is considered void ab initio, or is otherwise unenforceable against the Licensee pursuant to applicable U.S. Law that expressly prohibits Licensee from agreeing to such term or condition, then such conflicting term or provision in this Agreement shall be struck to the extent to make such term or provision enforceable, and the remaining language, if any, shall remain in full force and effect. Any Licensee policies or procedures which are not expressly required by U.S. Law, shall not apply or be incorporated into the Agreement.

16. WARRANITES

A. Hardware Warranty.

Subject to the remaining Sections of this Appendix I, Cellebrite warrants that each Product, including all firmware but excluding 1) Software, for which the warranty is only as provided under Section B, 2) other Accessories, for which the warranty shall be as provided below, and 3) related services or prototypes of any Product, shall per form in substantial conformance with its Documentation for twelve (12) months after delivery (the “ Warranty Period ”). If any failure to conform to such specification (“ Defect”) is suspected in any Product during the Warranty Period, Licensee, after obtaining return authorisation information from Cellebrite, shall ship suspected defective samples of the Product to Cellebrite in accordance with Cellebrite’s instructions at Licensee's expense. No Product will be accepted for repair, replacement, credit or refu nd without the written authorization of Cellebrite. Cellebrite shall analyse the Defect and any technical information provided by Licensee to verify whether any Defect appears in the Product.

If a returned Product does not have a Defect, Licensee shall pay Cellebrite all costs of handling, inspection, repairs, and transportation at Cellebrite’s then-prevailing rates. If a returned Product has a Defect, Cellebrite shall, at its option, either repair or replace the defective Product with the same or equivalent Product without charge. If, after a period of thirty days following Cellebrite’s receipt of the returned Product, repair or replacement has not occurred then Cellebrite will credit or refund (at Cellebrite's option) the purchase price, provided: (i) Licensee notifies Cellebrite in writing of the claimed Defect within thirty (30) days after Licensee knows or reasonably should know of the claimed Defect, and (ii) the Defect appears within the Warranty Period. Cellebrite shall ship any replacement Product DAP, excluding Import VAT (Incoterms 2010), to Licensee’s destination. Title to any replaced Product or replaced parts of any Product shall pass to Cellebrite upon delivery.

In no event shall Cellebrite be responsible for deinstallation or reinstallation of any Product or for the expenses thereof. Repairs and replacements covered by the above warranty will perform in substantial conformance with the Documentation for a period of (i) six (6) months from the date of repair or replacement or (ii) until the expiration of the original Warranty Period, whichever is later.

Accessories shall perform in substantial conformance with their Documentation for six (6) months after Licensee’s receipt (the “ Accessories Warranty Period ”). If any Defect is suspected in any accessories during the Accessories Warranty Period, Licensee, after obtaining return authorisation information from Cellebrite, shall ship suspected defective Accessories to Cellebrite in accordance

54 of 349

with Cellebrite’s instructions. No Accessories will be accepted for repair or replacement without the written authorisation of Cellebrite. If returned Accessories do not have a Defect, Licensee shall pay Cellebrite all costs of handling, inspection, repairs and transportation at Cellebrite’s then- prevailing rates. If returned Accessories have a Defect, Cellebrite shall either repair or replace the defective Accessories with the same or equivalent Accessories without charge. Title in any replaced Accessories shall pass to Cellebrite upon delivery of the replacement Accessories. “Accessories” shall mean using any peripheral equipment which accompanies, or is used in conjunction with, the Products, including without limitation, cables, kits, connectors or other accessories.

B. Software Warranty:

Cellebrite warrants to Licensee that for a period of sixty (60) days after the date of shipment, the Software will perform substantially in conformance with its Documentation. As Purchaser’s sole and exclusive remedy, Cellebrite will, at its sole expense, and as its sole obligation, promptly repair or replace any Software that fails to meet this limited warranty. Software shall be provided with an initial twelve (12) months license which may be renewed by Purchaser for additional terms against payment of the applicable subscription fees to Cellebrite (the “ Software License Period”). During the Software License Period Cellebrite shall provide Purchaser with periodical Software Updates, at Cellebrite's sole and absolute discretion.

C. Exclusions:

Cellebrite is not responsible for any claimed breach of any warranty caused by: (a) Licensee’s use of the Products or Software in violation of Section 2(C) (“License Prohibitions”); (b) placement of the Products or Software in an operating environment contrary to specific writ ten instructions and training materials provided by Cellebrite to Licensee; (c) Licensee’s intentional or negligent actions or omissions, including physical damage, fire, loss or theft of a Product; (d) cosmetic damage to the outside of a Product, including ordinary wear and tear, cracks or scratches; (e) for any Product with a touch screen, any Defect in such a touch screen after thirty (30) days from the date of receipt of such Product, or any Defect caused in a touch screen by Licensee’s negligence or wilful misconduct; (f) maintenance of the Products or Software in a manner that is contrary to written instructions provided by Cellebrite to Licensee; (g) a product or service not provided, authorised or approved by Cellebrite for use with the Products or S oftware; (h) any repair services not authorised or approved by Cellebrite; (i) any design, documentation, materials, test data or diagnostics supplied by Licensee that have not been authorised or approved by Cellebrite; (j) usage of any test units, experim ental products, prototypes or units from risk lots (each of which is provided “AS IS” to the maximum extent permissible by law); (k) any third party original equipment manufacturer’s restrictions on individual phones or models of phones that prevent the ph ones or models of phones from working with the Products or Software; (l) any damage to a third party device alleged to or actually caused by or as a result of use of a Product or Software with a device; (m) any Products that have had their serial numbers or month and year of manufacture or shipment removed, defected or altered; (n) any interactions or other effects relating to or arising out of the installation of copies of the Software beyond the number of copies authorised by an agreement between Cellebrite and Licensee; (o) use of Products or Software incorporated into a system, other than as authorised by Cellebrite; or (p) any Products or Software that has been resold or otherwise transferred to a third party by Licensee (any Product or Software affected by the cases in (a)-(p) is referred to hereinafter as an “Excluded Item”).

The warranties herein do not apply to, and Cellebrite makes no warranties with respect to the computer or other platform on which the Software is installed or otherwise embedded.

D. Warranty Limitations:

55 of 349

EXCEPT AS STATED IN THIS WARRANTY, TO THE MAXIMUM EXTENT PERMITTED BY

LAW, CELLEBRITE, ITS SUBSIDIARIES AND AFFILIATES, SUBCONTRACTORS AND

SUPPLIERS EXPRESSLY DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES,

AND CONDITIONS, EXPRESS OR IMPLIED, AT COMMON LAW OR BY STATUTE, AND

SPECIFICALLY DISCLAIM ANY WARRANTY AND/OR CONDITION RELATING TO THE

PRODUCTS, SERVICES, OR THE CONFIDENTIAL INFORMATION, INCLUDING THOSE

OF MERCHANTABILITY, A CCURACY, PATENT SUFFICIENCY, FITNESS FOR A

PARTICULAR PURPOSE, USE, VALUE, NONVIOLATION OF PRIVACY RIGHTS, OR

NONINFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY,

AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING OR

PERFORMANCE OR USAGE OF TRADE, AND THE EQUIVALENTS THEREOF UNDER THE

LAWS OF ANY JURISDICTION OR THAT THE PRODUCTS WILL BE OF SATISFACTORY QUALITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSEE’S SOLE AND

EXCLUSIVE REMEDY FOR FAILURE OF AN ITEM TO CONFORM WITH ITS SPECIFICATIONS SHALL BE CELLEBRITE’S OBLIGATION (i) TO REPAIR OR (ii) TO REPLACE OR, (iii) IF NEITHER (i) NOR (ii) IS COMMERCIALLY FEASIBLE, TO CREDIT OR REFUND (AT CELLEBRITE'S OPTION) SUCH ITEM AS SET FORTH ABOVE. THIS

DISCLAIMER AND EXCLUSION SHALL APPLY E VEN IF THE EXPRESS WARRANTY FAILS OF ITS ESSENTIAL PURPOSE.

Cellebrite expressly disclaims and renounces any warranty or representation that the Products and/or the Software can work with all types of devices, any particular device, or with any particular version of any operating system. Licensee assumes the entire risk and all liabilities that the Product and/or the Software will not work with respect to any such device. THE LICENSEE’S BENEFITS FROM THE SERVICES ARE PROVIDED BY CELLEBRITE ON AN “AS-IS” AND “WHERE IS” BASIS AND WITH ALL FAULTS.

E. Repaired or Replaced Products:

Before returning a Product for service, Licensee will back up any data contained in such Product. IN

NO EVENT WILL CELLEBRITE, ITS AFFILIATES OR SUPPLIERS BE LIABLE TO

LICENSEE OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND WHATSOEVER

RELATING TO OR ARISING OUT OF DAMAGE TO, LOSS OF, OR CORRUPTION OF, ANY RECORDS, PROGRAMS, DATA OR INFORMATION RESULTING FROM CELLEBRITE’S

REPAIR OR REPLACEMENT SERVICES UNDER THIS WARRANTY, OR AS A RESULT OF A FAILURE OR MALFUNCTION OF A PRODUCT.

17. INSURANCE – Cellebrite shall procure and maintain for the duration of the contract the insurance specified in Exhibit B to this agreement.

56 of 349

CELLEBRITE INC.

GENERAL TERMS AND CONDITIONS

1. Definitions

1.1. In addition to the definitions contained in the End User License Agreement available at https://legal.cellebrite.com/End-User-License-Agreement.html (“EULA”), the terms of w hich are incorporated by reference herein, in these General Terms and Conditions (the “GTC”):

1.1.1. “Licensee” shall mean the contracting party of the which purchase from Cellebrite the Products under the Purchase Order.

1.1.2. “Person” shall mean and include an ind ividual, a partnership, a joint venture, a corporation, a limited liability company, a limited liability partnership, a trust, an incorporated organization and a governmental or regulatory authority.

1.1.3. “Personal Information ” means any information that can identify an identifiable person, and includes, but is not limited to: (a) an individual’s name together with address, Social Security Number, Tax identification number, driver’s license number, identification card number, phone number, date of birth, passw ord or other security credentials or other information that can identify an individual; (b) credit, debit or other payment card information, bank account or other financial institution information, credit history, credit reports or other financial information; (c) Licensee proprietary network information, including without limitation call and message detail, type and use of products or services, account numbers, identifying numbers of wireless devices or other information related to telecommunicatio ns usage; and, (d) compensation or benefits information, protected health information, marital status, number of dependents, background checks, disciplinary action or other information related to employment.

1.1.4. “Purchase Order” or “ PO” shall mean a purchase o rder submitted by Licensee to Cellebrite.

1.1.5. “Quote” shall mean a Quote issued by Cellebrite pursuant to this Agreement.

1.1.6. “Restricted Territories” shall mean any of those jurisdictions or territories that are (i) subject or target of sanctions or terrorist -supporting territories, including, without limitation, Iran, Iraq, Somalia, Syria, Libya, Lebanon, Palestinian territories, North Korea, Sudan, Yemen, Cuba, Venezuela, Pakistan and the Crimea region, or (ii) regulated territories in which Licensee does not have the licences, permits, authorizations and approvals that are required by all applicable laws issued by the relevant regulatory authority to carry out Licensee’s business activity using the Product and/or the Software.

1.2. In these GTC, unless the context otherwise requires: (i) words expressed in the singular shall include the plural and vice versa, (ii) words expressed in the masculine shall include the feminine and neutral gender and vice versa; (iii) references to Sections are references to sections of these GTC, and; (iv) references to “day” or “days” are to business days, which shall be any day, other than a Saturday or Sunday or a day on which banks located in the United States shall be authorised or required by law to close.

2. Scope and Purpose

2.1. The Agreement shall apply to any acquisition of Products by Licensee from Cellebrite. In the event of any conflict, ambiguity, or inconsistency between the provisions of the Agreement and any other

57 of 349

document, such as a Licensee-issued PO, the following order of precedence shall apply: (1) the Agreement; (2) a Confirmed PO; and (3) the terms of any other Cellebrite-issued document relating to the Product. Licensee’s preprinted terms, URL’s, or hyperlinks in any document s hall not be binding on the Parties nor modify this Agreement, and are expressly rejected, regardless of when issued by Licensee and/or received by Cellebrite, or even if signed by Cellebrite. Should such document contain language that purports to supersede and/or control over this Agreement, the Parties expressly acknowledge and agree that such document shall have no such legal effect between the Parties. Any deviations from the Agreement, unless they are made in writing and executed by a duly authorised officer of Cellebrite, shall be void and unenforceable.

2.2 Services for Pathfinder Teams Licensees:

2.2.1. “Included Pathfinder Teams Annual Services ” shall mean services to be provided to Pathfinder Teams Licensees with respect to new (other than renewals) Pathfinder Teams Licenses issued under Quotes dated 1 January 2022 onwards; Such services may include first installation assistance and/or web -based training or guidance and/or implementation, all as defined and/or as shall be defined from time to time by Cellebrite’s at its sole and absolute distraction.

2.2.2. During the License Term, Pathfinder Teams Licensee shall be entitled to up to 2 (two) consecutive days (maximum 8 hours per each day) of Included Pathfinder Teams Annual Services per year, on a non -accumulative basis. The Included Pathfinder Teams Annual Services shall be provided to Pathfinder Teams Licensee remotely or on -site - at Cellebrite’s sole and absolute discretion. Upon Pathfinder Teams Licensee written request to receive the annual Included Pathfinder Teams Annual Services, Cellebrite’s and the Pathfinder Teams Licensee shall mutually determine regarding the dates of executions of the ann ual Included Pathfinder Teams Annual Services. Non -consumption of any Included Pathfinder Teams Annual Services by the Pathfinder Teams Licensee during the License Term, for any reason, shall not entitle the Pathfinder Teams Licensee to any refund and/or r eduction of the quoted price and/or any other rights deriving from the non -consumption of the Included Pathfinder Teams Annual Services.

3. Purchase Orders

3.1. Purchase Order. Licensee will issue Purchase Orders to Cellebrite specifying: (i) quantities of each Product; (ii) price per unit for each Product (in accordance with the terms agreed upon hereunder) (“Price per Unit”) and license fees; (iii) desired date for collection of the Products; (iv) shipping instructions; and (v) any other data or information requested by Cellebrite.

3.2. Purchase Order Amendments . Changes to any Purchase Order require: (i) sufficient advance notice for Cellebrite to make the necessary modifications and (ii) written confirmation from Cellebrite for such modification to the Purchas e Order. The Parties will confirm in writing any changes in the Price per Unit or delivery schedule of the Product. The Licensee will reimburse Cellebrite for all costs and expenses incurred by Cellebrite in connection with amendment of the Purchase Order.

3.3. Purchase Order Confirmation . Cellebrite shall provide a written response to each Purchase Order within seven (7) business days following the receipt of a Purchase Order. In the event Cellebrite fails to respond to Licensee within said period, the Purchas e Order shall be deemed accepted (“Confirmed PO”).

3.4. Purchase Order Cancellation and Reimbursement of Charges . Licensee may cancel a Purchase Order in whole or in part by giving Cellebrite a written notice in this respect no later than forty- five (45) days prior to the designated delivery date. In the event Licensee cancels a Purchase Order or any part thereof, Cellebrite shall reimburse Licensee for the relative part of the Total Purchase Price (as defined below) paid by Licensee for the Products. Cellebrite may reduce any sums to be reimbursed to reflect the costs of material which cannot otherwise be consumed or used in the next three (3) months by Cellebrite in the course of its business.

58 of 349

4. Prices and Purchase Price

4.1. Price List. Cellebrite may, at its sole discretion, change its price lists or add or remove products from the price lists. Changes in price lists shall take effect within thirty (30) days from the date of notification to Licensee. It is hereby clarified that changes in price lis ts shall not apply to Products underlying a Confirmed PO, however, price list changes will apply to any Confirmed PO if Licensee has requested an amendment to the Confirmed PO and the amendment has not been accepted by Cellebrite at the time of the price list change.

4.2. Total Purchase Price. Licensee shall pay Cellebrite the total price as set forth in the Purchase Order (“Total Purchase Price ”). Cellebrite may charge Licensee for any modifications to an accepted Purchase Order, including changes in the proposed delivery schedule.

4.3. Q uoted Price . Unless otherwise agreed in writing, all prices quoted in the Purchase Order (“Quoted Price ”) shall be paid by Licensee to the account(s) indicated by Cellebrite. All payments shall be made in US currency or other curre ncy mutually agreed by the Parties. The payment is considered made at the date when the amounts effectively reach Cellebrite’s bank account. The Quoted Price does not include transportation, insurance, federal, state, local, excise, value-added, use, sales , property (ad valorem), and similar taxes or duties In addition to the Quoted Price, Licensee shall pay all taxes, fees, or charges imposed by any governmental authority. If Cellebrite is required to collect the foregoing, Licensee will pay such amounts promptly unless it has provided Cellebrite with a satisfactory valid tax exemption certificate authorized by the appropriate taxing authority.

4.4. Terms of Payment and Default Interest. Payment for the Products under any confirmed PO shall be in accordance with the payment terms set forth in the Quote. Failure to make due payment in accordance with the terms of the Quote may cause Cellebrite to apply an interest charge of up to one and one-half percent (1.5%) per month (but not to exceed the maximum lawful rate) on all amounts which are not timely and duly paid, accruing daily and compounding monthly from the date such amounts were due. Licensee shall reimburse Cellebrite for all costs and expenses incurred by Cellebrite in connection with the collection of overdue amounts, including attorneys’ fees. Licensee shall not be permitted to set off any deductions against any amounts due to Cellebrite.

5. Delivery

5.1. Delivery Obligations. Delivery obligations of Cellebrite (including the delivery location and time period) shall be as set forth in the Quote. The Product shall be free from any pledge, lien, charge, hypothecation, encumbrance or other security interest upon its delivery to Licensee.

5.2. Transfer of Risk and Title . The transfer of the risk regarding the hardware (n ot the Software) shall pass to Licensee upon delivery. Only upon full payment of Licensee to Cellebrite the title of the hardware (not Software) shall pass to Licensee.

6. Representations and Warranties

6.1. Each Party warrants, represents, and undertakes that it has and shall continue to have full ability, capacity, and authority required by law or otherwise to enter into and to perform its obligations under the Agreement in a reliable and professional manner.

6.2. Licensee warrants, represents and undertakes that: (i) it has obtained, prior to the consummation of this Agreement, all approvals, permits, licences, consents, authorisations, registrations, permissions, notices, certifications, rulings, orders, judgements and other authorisations from any applicable data su bject, employee, employee representative body, regulatory authority, or third party entity or person necessary for the use of the Product and/or the Software by Licensee or for Cellebrite to perform or provide any services related to the Product and/or the Software (“Permissions”) which include, rights for Cellebrite to use, access, intercept, analyse, transmit, copy, modify, and store, all of the intellectual property rights, Personal Information (“ Personal Data”), confidential information, or other data or information that may be used,

59 of 349

accessed, intercepted, transmitted, copied, modified or stored by Cellebrite to perform or provide any Services; (ii) the execution, delivery and performance of this Agreement have been duly authorised by all necessary corporate actions; (iii) neither the execution and delivery of this Agreement, nor compliance by it with the terms and provisions hereof and thereof, will conflict with, or result in a breach of any judgment, order, writ, decree, statute, rule, regulation or restriction; (iv) its performance of its obligations in accordance with the terms of the Agreement will not breach any agreement by which it is bound, or violate or infringe any law or any copyrights; (v) it shall use reasonable endeav ours to provide such information and assistance which is reasonably required to fulfil Cellebrite’s obligations under the Agreement; and (vi) it has the right to be in possession of, access, interact with and otherwise use, all devices, equipment, programmes, data and media (including any telecommunications systems) that are being used in connection with the Product and/or the Software and that the use of the Product and/or the Software, including any instructions given to Cellebrite in connection with the same, is made in compliance with all applicable laws; and (vii) all information provided by it to Cellebrite during the term of the Agreement shall be complete and accurate in all material respects, and that it is entitled to provide the information to Cellebrite for its use as contemplated under the Agreement.

6.3. Where necessary for, or incidental to, any servicing by Cellebrite of the Product and/or Software, Licensee authorises Cellebrite to:

6.3.1. access all devices and all programmes, data and media contained on them;

6.3.2. obtain and retain personal data on the devices and programmes, data and media contained on them;

6.3.3. access and intercept communications on the devices and programmes, data and media contained on them; and

6.3.4. use technology or other means to circumvent measures designed to prevent unauthorised access to devices and all programmes, data and media contained on them, including where such measures are designed to protect copyright works.

6.4. Licensee shall provide to C ellebrite in a timely manner the following documents, information, items, written evidence and materials in any form (whether owned by Licensee or third party) and ensure that they are accurate and complete in all material respects:

6.4.1. Licensee’s IT Policy;

6.4.2. Licensee’s Acceptable Use Policy;

6.4.3. Licensee’s “Bring Your Own Device” Policy; and

6.4.4. evidence that Licensee’s has obtained all Permissions required to permit Cellebrite to perform its service obligations under the Agreement.

6.5. Licensee shall also:

6.5.1. implement appropriate measures and policies to mitigate the risks of the Licensee’s employees, agents, subcontractors or consultants reporting any activities that form part of the services provided by Cellebrite under this Agreement directly to any law enforcement authority; and

6.5.2. immediately notify Cellebrite if Licensee becomes aware that any of Licensee’s employees, agents, subcontractors or consultants have reported any activities that form part of the services provided by Cellebrite under this Agreement directly to any law enforcement authority.

7. Responsibility

7.1. Subject to the terms of the Agreement and any ancillary documents thereto, each Party is responsible to the other Party for damages it may cause to the other Party by its willful acts and

60 of 349

for its failure to fully or duly perform the conditions hereof.

7.2. Licensee will not, directly or indirectly, use, resell, deliver, transfer, lend, or otherwise make available the Product and/or the Software to any of Cellebrite’s competitors.

7.3. Licensee will not directly or indirectly use the Product and/or the Software, or otherwise resell, deliver, transfer, lend, contribute or otherwise make available the Product and/or Software to any party, person or entity in connection with any terrorist activity or activity or business in any of the Restricted Territories in violation of sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State (including, without limitation, the designatio n as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury or other relevant economic sanctions authority.

7.4. Cellebrite may modify the list of Restricted Territories in its sole discretion. Cellebrite will notify Licensee of any such modifications.

7.5. Both Parties shall comply with Cellebrite’s Business Conduct Policy available at http://legal.cellebrite.com/intl/Business_Conduct_Policy .htm. If a Party breaches the Business Conduct Policy, the non-breaching Party may terminate this Agreement by giving ten (10) days’ prior written notice to the breaching Party.

8. Compliance

8.1. Licensee is obligated to comply with the law applicable in connection with the business relationship with Cellebrite. Licensee will comply with Cellebrite’s Business Conduct Policy.

8.2. Licensee represents warrants and covenants that it shall not engage in any deceptive, misleading, illegal or unethical practices that may be detrimental to Cellebrite or to any of Cellebrite’s products, including but not limited to the Product or the Software and shall only use the Products or Software in compliance with all applicable law s and regulations (including, without limitation, data protection, privacy, computer misuse, telecommunications interception, intellectual property, and import and export compliance laws and regulations or the applicable foreign equivalents).

8.3. Licensee and its subsidiaries and Affiliates will not (i) offer, promise or grant any benefit to a public official for that person or a third party for the discharge of a duty; (ii) offer, promise or grant an employee or an agent of a business for competitive purposes a benefit for itself or a third party in a business transaction as consideration for an unfair preference in the purchase of goods or commercial services; (iii) demand, allow itself to be promised or to accept a benefit for itself or another in a business transaction as consideration for an unfair preference to another in the competitive purchase of goods or commercial services, and; (iv) violate any applicable anticorruption regulations and, if applicable, not to violate the US Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act or any other applicable antibribery or anti - corruption law.

Licensee further represents, covenants and warrants that it has, and shall cause each of its subsidiaries and/or Affiliates to, maintain systems of internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) to ensure compliance with the FCPA, the U.K. Bribery Act, or any other applicable anti-bribery or anti- corruption law.

8.4. Upon Cellebrite's request, Licensee will confirm in writing that it complies with Section and is not aware of any breaches of the obligations under this Section. If Cellebrite reasonably suspects that Licensee is not complying with Section then, after notifying Licensee regarding the reasonable suspicion, Cellebrite may demand that Licensee, in accordance with applicable law, permit and participate in - at its own expense - auditing, inspection, certification or screening to verify Licensee’s compliance with this Section. Any such inspection can be executed by Cellebrite or its third party representative.

8.5. In the event Licensee is in contact with a Government Official concerning Cellebrite, discussing or negotiating, or Licensee engages a third party to do so, Licensee is obligated (i) to inform

61 of 349

Cellebrite in advance and in writing, clearly defining the scope of the interaction, (ii) upon request, to provide Cellebrite with a written record of each conversation or meeting with a Government Official and (iii) to provide Cellebr ite monthly a detailed expense report, with all original supporting documentation. A “Government Official” is any person performing duties on behalf of a public authority, government agency or department, public corporation or international organization.

8.6. Cellebrite may immediately terminate this Agreement and any applicable Purchase Orders if Licensee violates its obligations under this Section. Nothing contained in this Section shall limit any additional rights or remedies available to Cellebrite.

8.7. Licensee shall indemnify Cellebrite and Cellebrite's employees from any liability claims, demands, damages, losses, costs and expenses that result from a culpable violation of this Section by Licensee.

8.8. Licensee will pass on the provision of this Section to its affiliates and bind its affiliates accordingly and verify the compliance of its subsidiaries or affiliates with the provisions of this Section.

9. Force Majeure

9.1. Neither party will be liable for delays in performance caused by any unforeseeable and unpreventable circumstance or event beyond the party’s reasonable control that interferes with the performance of the Agreement (“ Force Majeure ”). Force Majeure includes, but is not limited to, acts of God, war (whether declared or undeclared), terrorism, strikes, fires, accidents, floods, civil disturbance and natural disasters. Upon the ceasing or termination of Force Majeure, the Parties shall resume their responsibilities under the terms of the Purchase Order and related agreements within 7 days (or, if the same is not possible, within reasonable period of time).

9.2. A party seeking the protection of Section 9.1 shall provide written notice to the other party within five (5) days of the beginning of the Force Majeure event.

10. Export

10.1. The Parties acknowledge t hat the Product and/or the Software is or may be subjected to regulations on customs, export or import control and/or re -export regulations applicable in the United States, the European Union and its member countries, and/or other countries. Said regulations include but are not limited to the provisions of the US Export Administration Regulations (EAR) and the provisions of the regulations of the European Union.

10.2. Licensee expressly warrants, represents and covenants that it shall comply fully with all applicable export laws and regulations of the United States and other jurisdictions to ensure that neither the Product nor the Software are exported or reexported in violation of such laws and regulations, or used for any purposes prohibited by such laws. As the Products and the Software are subject to export control laws and regulations, Licensee shall not export or "re - export" (transfer) the Product and/or the Software unless the Licensee has complied with all applicable controls.

11. Miscellaneous

11.1. Publicity. Cellebrite may list Licensee as one of Cellebrite’s customers. This Agreement and any Purchase Order are considered Cellebrite’s Confidential Information. Licensee shall not make any public disclosure or announcements concerning this Agreement, any Purchas e Order, Cellebrite, the Products, and/or the Software without the prior written consent of Cellebrite.

11.2. Language. Except where the context otherwise requires, the terms “including” and “includes” shall mean “including without limitation” and “includes without limitation”, respectively. If any term hereof shall be held to be invalid or unenforceable for any reason, then the meaning of such term shall be construed so as to render it enforceable to the extent feasible. If no feasible interpretation would save such term hereof, it shall be severed herefrom, but without in any

62 of 349

way affecting the remainder of such term or any other term contained herein, unless such severance effects such a material change as to render the terms of these GTC unreasonable.

11.3. Termination. Reserved.

11.4. Third Party Rights. A person who is not a party to the Agreement shall not acquire any rights under them or be entitled to benefit from any of their terms.

11.5. Bankruptcy. If a voluntary or involuntary petition is filed u nder Title 11 of the United States Code or its analogue in any jurisdiction or country, all debts that Licensee may owe to Cellebrite shall be considered “administrative expenses” within the meaning of 11 U.S.C. Sec. 503(b)(1)(a) (as amended) or its analogue, and Cellebrite’s claim or claims for those administrative expenses shall be entitled to the priority specified in 11 U.S.C. Sec. 507(a)(1) (as amended) or its analogue.

Licensee will use its best efforts to classify those claims as administrative under applicable Law.

11.6. Relationship. The Parties intend to create an independent contractor relationship and nothing contained in this Agreement shall be construed to make either the Licensee or Cellebrite partners, joint venturers, principals, representatives, agents or employees of the other. Neither Party shall have any right, power, or authority, express or implied, to bind the other.

11.7. Counterparts. This Agreement may be executed in any number of counterparts, including using digital signatures or exchange of scanned copies of signed pages ( e.g., in PDF format), each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

This End User License Agreement and General Terms and Conditions between Cellebrite, Inc. (“Cellebrite”) and the City of San Mateo (“Customer”) for the items quoted in Exhibit A, is effective as of ___________, 2025.

Agreed as of the effective date by each party’s authorized representative:

Customer
City of San Mateo
330 W. 20th Avenue
San Mateo, CA 94403
Cellebrite, Inc.
8065 Leesburg Pike, ST T3-302
Vienna, VA 22182
Signature
Ed Barberini
Print Name
Chief of Police
Title
Signature
Print Name
Title

63 of 349

Exhibit A
Cellebrite Inc.
8065 Leesburg Pike,
Suite T3-302
Vienna, VA 22182
USA
Tel. +1 800 942 3415
Fax. +1 201 848 9982
Tax ID#: 22-3770059
DUNS: 033095568
CAGE: 4C9Q7
Company Website:
http://www.cellebrite.com
Quote
Quote#: Q-484194-1
Date: Nov 06, 2025
Billing Information
San Mateo Police Department
Finance
200 Franklin Parkway
San Mateo, California 94403
United States
Contact:

Alexa Newton
Phone: (650)522-7650
Delivery Information
San Mateo PD
Criminal Investigations
200 Franklin Pkwy
San Mateo, CA 94403
United States
Contact:

Matthew Earnshaw
Phone: 650 522 7720
Wire To:

Bank Routing Number: 021000021
Account Number: 761020590
Account Name: Cellebrite Inc.

Check Remittance (Only for NA):

Cellebrite Inc. ,
PO BOX 23551
New York, NY, 10087-3551
End Customer:

San Mateo Police Department
Click here to process with Credit Card payment
By clicking the link above and accepting this quote,
You are expressing your agreement and compliance to and with the terms contained on this quote.

Customer ID Good Through Payment Terms Currency Sales Rep SF-00039172 Dec 12, 2025 Net 30 USD Sawyer Whalen
# Product Code Product Name Qty Start Date End Date Net Price\Unit Net Price 1 B-PAAS-02-006 Premium as a Service Unlimited package 1 Dec 15, 2025 Aug 01, 2028 -193,812.52 2 U-AIS-02-136 Premium aaS Unlimited Unlocks and Extraction Annual Subscription
1 Dec 15, 2025 Aug 01, 2028
3 U-AIS-02-139 Premium as a Service End Point 3 Dec 15, 2025 Aug 01, 2028 4 B-UFD-10-001 UFED 4PC Ultimate Subscription 1 Dec 15, 2025 Aug 01, 2028 -15,245.00 5 S-UFD-15-100 Physical Extraction Subscription 1 Dec 15, 2025 Aug 01, 2028 6 S-UFD-15-098 Physical Analyzer Subscription 1 Dec 15, 2025 Aug 01, 2028 7 B-UFD-10-001 UFED 4PC Ultimate Subscription 1 Dec 15, 2025 Aug 01, 2028 -15,245.00 8 S-UFD-15-100 Physical Extraction Subscription 1 Dec 15, 2025 Aug 01, 2028 9 S-UFD-15-098 Physical Analyzer Subscription 1 Dec 15, 2025 Aug 01, 2028 10 B-CNR-05-003 Upgrade to Inseyets Online Pro 2 Dec 15, 2025 Aug 01, 2028 23,145.21 46,290.42 11 S-UFD-20-003 Inseyets Pro UFED Subscription 2 Dec 15, 2025 Aug 01, 2028 Relevant Serial Numbers for the above row: 1770918169,1549985983 12 S-UFD-20-006 Inseyets Pro PA Subscription 2 Dec 15, 2025 Aug 01, 2028 Relevant Serial Numbers for the above row: 1770918169,1549985983 13 S-UFD-04-059 Smart Translator (3 languages translation Promotion)
2 Dec 15, 2025 Aug 01, 2028
Number of Languages: 3
Relevant Serial Numbers for the above row: 1770918169,1549985983 14 B-CNR-05-003 Upgrade to Inseyets Online Pro 1 Dec 15, 2025 Aug 01, 2028 22,798.03 22,798.03

64 of 349

# Product Code Product Name Qty Start Date End Date Net Price\Unit Net Price 15 S-UFD-20-003 Inseyets Pro UFED Subscription 1 Dec 15, 2025 Aug 01, 2028 Relevant Serial Numbers for the above row: 1913676378
16 S-UFD-20-006 Inseyets Pro PA Subscription 1 Dec 15, 2025 Aug 01, 2028 Relevant Serial Numbers for the above row: 1913676378
17 F-UFD-06-005 Inseyets upgrade kit 1
18 S-UFD-04-059 Smart Translator (3 languages translation Promotion)
1 Dec 15, 2025 Aug 01, 2028
Number of Languages: 3
Relevant Serial Numbers for the above row: 1913676378
19 S-AIS-20-002 Inseyets Online Unlimited Unlocks 1 Dec 15, 2025 Aug 01, 2028 282,902.80 282,902.80 Number of Sites: 1
USD 127,688.73
USD 85.00
USD 12,298.22
SubTotal
Shipping & Handling
Sales Tax
Total USD 140,071.95
Comments:

Nothing in this Quote derogates from Customer's payment obligations in any other quote/deal with an open billing schedule. The current billing schedule (SOU106532) remains, and customer is responsible for the remaining payments. The new total annual billing schedule is outlined below.

Billing Schedule Details:

The current billing schedule (SOU106532) remains as listed below.

Updated Billing Schedule with taxes included.

Year 1 2025 - $46,690.65
Year 2 2026 - $46,690.65 + $91,261.90 = $137,952.55
Year 3 2027 - $46,690.65 + $91,261.90 = $137,952.55
Terms and Conditions:

This Quote/Proforma Invoice/Tax Invoice, together with the terms and conditions and license agreement listed below, Exhibit A, that are incorporated by reference to this Quote/Proforma Invoice (together, the “Agreement”), constitute an offer by Cellebrite. By signing this the Quote/Proforma Invoice, issuing a purchase order (or other ordering document) in connection with this the Quote/Proforma Invoice, or downloading and/or using the products identified in this the Quote/Proforma Invoice/Tax Invoice, the customer agrees to be bound by the terms of this Agreement. Any additional or different terms or conditions contained in any customer document, purchase order or other ordering document will not be binding upon Cellebrite unless expressly accepted in a document signed by a Cellebrite authorized signatory. - Quote is subject to regulatory approval.

Quote Number: Q-484194-1
Prepared by Kristin Allen

Page 2 of 2 ends

65 of 349

Exhibit B
Insurance Requirements

MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 12 07 covering CGL on an “occurrence” basis, including products -completed operations, personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non -owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

If the contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the contractor.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The City, its elected and appointed officials, employees, and agents are to be covered as insureds on the auto policy for liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Contractor; and on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10, 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used).

Primary Coverage
For any claims related to this contract, the Contractor’s insurance coverage shall be primary insurance as respects the City, its elected and appointed officials, employees, and agents. Any insurance or self- insurance maintained by the City, its elected and appointed officials, employees, or agents shall be excess of the Contractor’s insurance and shall not contribute with it.

Waiver of Subrogation
Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require the Contractor to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.

Verification of Coverage

66 of 349

Upon written request, Contractor shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them.

67 of 349

CITY OF SAN MATEO
6 1
2 8

CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 4 Section Name: CONSENT CALENDAR Account Number: 14-5122 File ID: 25-10655 TO: City Council
FROM: Alex Khojikian, City Manager
PREPARED BY: Police Department
MEETING DATE: December 01, 2025
SUBJECT:

Parking Enforcement Services — Amendment
RECOMMENDATION:

Approve Amendment No. 3 to the agreement with Laz Parking for Citywide parking enforcement services in the amount of $1,521,849 for a new agreement total amount not to exceed $7,793,575; and authorize the Chief of Police to execute the amendment in substantially the form presented.

BACKGROUND:

The San Mateo Police Department has contracted for parking enforcement services with LAZ Parking (formerly Serco) since 2019. Enforcement activities in the City commenced in 2020, with a scope of work including issuing parking citations for observed violations in the Downtown commercial district, Residential Parking Permit Program (RPPP) zones, and for street sweeping violations; completing data entry and uploading citation data for processing; monitoring equipment and signage and reporting any damage; and performing other duties as needed such as traffic control and operational support at special events. The current contract was originally executed in 2021 in the amount of $2,034,004 for a term ending on November 30, 2022. The contract has been amended twice before. In 2022, Amendment No. 1 was executed to extend the term and increase compensation by $2,773,216 for a new agreement total of $4,807,220. In 2024, Amendment No. 2 was executed to extend the term and increase compensation by $1,464,506. The term of the current amended contract concludes on November 30, 2025, with an option to extend for an additional one (1) year term. The service provided by LAZ continues to meet expectations, and staff wishes to continue to partner with LAZ for parking enforcement services and exercise the option to extend the contract for an additional year. Amendment No. 3 extends the term for one year, retroactive to December 1 to avoid any lapse in services, and increases compensation by four percent, which is aligned with prior annual increases.

BUDGET IMPACT:

Parking enforcement activities are funded by the Downtown Services Fund. Costs for contracted enforcement services are included in the Police Department’s operating budget, and the cost of Amendment No. 3 can be accommodated within the adopted 2025-26 budget.

ENVIRONMENTAL DETERMINATION:

This action is not a project subject to CEQA, because it is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. (CEQA Guidelines Section 15378(b)(5).)

NOTICE PROVIDED
All meeting noticing requirements were met.

68 of 349

CITY OF SAN MATEO
6 1
2 8

ATTACHMENTS
Att 1 – Agreement
Att 2 – Amendment No. 1
Att 3 – Amendment No. 2
Att 4 – Amendment No. 3

STAFF CONTACT
Ed Barberini, Chief of Police
[email protected]
(650) 522-7600
Dave Peruzzaro, Captain
[email protected]
(650) 522-7684

69 of 349

70 of 349

71 of 349

72 of 349

73 of 349

74 of 349

75 of 349

76 of 349

77 of 349

78 of 349

79 of 349

80 of 349

81 of 349

82 of 349

83 of 349

84 of 349

85 of 349

86 of 349

87 of 349

88 of 349

89 of 349

90 of 349

91 of 349

92 of 349

93 of 349

94 of 349

95 of 349

96 of 349

97 of 349

98 of 349

99 of 349

100 of 349

101 of 349

102 of 349

103 of 349

104 of 349

105 of 349

106 of 349

107 of 349

108 of 349

109 of 349

110 of 349

111 of 349

112 of 349

Contract Amendment Page 1 of 3
Rev 7/21
AMENDMENT NO. 1 TO THE AGREEMENT

BETWEEN THE CITY OF SAN MATEO AND

LAZ PARKING CALIFORNIA LLC

FOR CONTRACT PARKING ENFORCEMENT SERVICES FOR

CITYWIDE PARKING ENFORCEMENT
(Original Amount $2,034,004; New Amount Not to Exceed $4,807,220)

WHEREAS, the City of San Mateo (“City”), a municipal corporation of the State of California, and LAZ Parking California LLC, a Connecticut Limited Liability Company (“CONTRACTOR”), entered into an Agreement for Contracted Parking Enforcement Services for Citywide Parking Enforcement (“Agreement”) on May 5, 2021; and

WHEREAS, City and CONTRACTOR wish to amend the Agreement effective December 1, 2022 to increase compensation and extend the term of this Agreement.

NOW, THEREFORE, the parties agree as follows:

1. Section 4 of the Agreement is amended to read:

Term: The services to be performed under this agreement shall commence on May 5, 2021 and will remain in effect for a period ending November 30, 2024, with the option to extend for two (2) additional one (1) year terms. City will exercise each option via a modification signed by both parties. At the conclusion of the term, any equipment purchased in connection with this Agreement shall be the property of the City.

2. Section 5 of the Agreement is amended to read:

Payment: Payment shall be made by CITY only for services rendered and upon submission of a payment request upon completion and CITY approval of the work performed. In consideration for the full performance of the services set forth in Exhibit A, City agrees to pay CONTRACTOR a fee pursuant to the rates stated in Exhibit B1, attached and incorporated by reference. The payment terms are due 30 days from receipt of a monthly invoice summarizing hours worked and other direct costs (ODCs) provided by Contractor.

3. The remaining terms of the Agreement remain in full force and effect.

[SIGNATURE PAGE FOLLOWS]
DocuSign Envelope ID: E1859729-1EF6-45FA-9DCA-DC4F7F29F1F7

113 of 349

Contract Amendment Page 2 of 3
Rev 7/21
IN WITNESS WHEREOF, CITY OF SAN MATEO and LAZ PARKING CALIFORNIA LLC have executed this Agreement the day and year as indicated below.

CITY OF SAN MATEO

CONTRACTOR

Ed Barberini
Chief of Police

Date Jeffrey Karp
Its Authorized Agent
President and Founder

Date

APPROVED AS TO FORM

Bahar Abdollahi
Assistant City Attorney
Date

DocuSign Envelope ID: E1859729-1EF6-45FA-9DCA-DC4F7F29F1F7 11/3/2022
11/4/2022
11/7/2022

114 of 349

Contract Amendment Page 3 of 3
Rev 7/21
EXHIBIT B1

DocuSign Envelope ID: E1859729-1EF6-45FA-9DCA-DC4F7F29F1F7

115 of 349

Certificate Of Completion
Envelope Id: E18597291EF645FA9DCADC4F7F29F1F7
Status: Completed
Subject: Complete with DocuSign: LAZ Parking - Amendment No 1.pdf Source Envelope:

Document Pages: 3
Signatures: 3
Envelope Originator:

Certificate Pages: 5
Initials: 0
Tricia Toomey
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
330 W. 20th Avenue
City Clerk's Office
San Mateo, CA 94403
[email protected]
IP Address: 69.215.147.4
Record Tracking
Status: Original
10/20/2022 12:37:25 PM
Holder: Tricia Toomey
[email protected]
Location: DocuSign
Signer Events
Signature
Timestamp
Jeffrey Karp
[email protected]
President
Security Level: Email, Account Authentication
(None)

Signature Adoption: Pre-selected Style
Using IP Address: 107.115.17.13
Signed using mobile
Sent: 10/20/2022 12:41:33 PM
Resent: 10/25/2022 2:28:24 PM
Resent: 11/3/2022 12:56:16 PM
Viewed: 11/3/2022 4:43:40 PM
Signed: 11/3/2022 4:43:52 PM
Electronic Record and Signature Disclosure:

Accepted: 11/3/2022 4:43:40 PM
ID: ccfadd63-7490-43c3-ac52-35b8e5d2b0b5
Ed Barberini
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 98.97.140.140
Sent: 11/3/2022 4:43:55 PM
Viewed: 11/4/2022 3:50:21 PM
Signed: 11/4/2022 3:50:35 PM
Electronic Record and Signature Disclosure:

Accepted: 11/4/2022 3:50:21 PM
ID: 2b050f9e-8899-4098-9be3-3c4d2ad17237
Bahar Abdollahi
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 76.247.189.84
Sent: 11/4/2022 3:50:37 PM
Viewed: 11/7/2022 8:39:51 AM
Signed: 11/7/2022 8:39:59 AM
Electronic Record and Signature Disclosure:

Accepted: 11/7/2022 8:39:51 AM
ID: a8c6a73d-5e2b-43c5-8175-9ae7ba31421c
In Person Signer Events
Signature
Timestamp
Editor Delivery Events
Status
Timestamp
Agent Delivery Events
Status
Timestamp
Intermediary Delivery Events
Status
Timestamp

116 of 349

Certified Delivery Events
Status
Timestamp
Carbon Copy Events
Status
Timestamp
Erin Fellers
[email protected]
Assistant to the City Clerk
City of San Mateo
Security Level: Email, Account Authentication
(None)
Sent: 11/7/2022 8:40:02 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Steve Mooney
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 11/7/2022 8:40:04 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Matt Lethin
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 11/7/2022 8:40:06 AM
Electronic Record and Signature Disclosure:

Accepted: 6/6/2022 12:44:12 PM
ID: 37c2239e-cb28-4015-87bb-e858057dca01
Witness Events
Signature
Timestamp
Notary Events
Signature
Timestamp
Envelope Summary Events
Status
Timestamps
Envelope Sent
Hashed/Encrypted
10/20/2022 12:41:33 PM
Certified Delivered
Security Checked
11/7/2022 8:39:51 AM
Signing Complete
Security Checked
11/7/2022 8:39:59 AM
Completed
Security Checked
11/7/2022 8:40:06 AM
Payment Events
Status
Timestamps
Electronic Record and Signature Disclosure

117 of 349

CONSUMER DISCLOSURE
From time to time, Carahsoft OBO City of San Mateo (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign, Inc. (DocuSign) electronic signing system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the ‘I agree’ button at the bottom of this document .

Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after signing session and, if you elect to create a DocuSign signer account, you may access them for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign ‘Withdraw Consent’ form on the signing page of a DocuSign envelope instead of signing it. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures Electronic Record and Signature Disclosure created on: 6/13/2017 8:08:23 AM Parties agreed to: Jeffrey Karp, Ed Barberini, Bahar Abdollahi, Matt Lethin

118 of 349

electronically from us.

How to contact Carahsoft OBO City of San Mateo:

You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:

To contact us by email send messages to: [email protected] To advise Carahsoft OBO City of San Mateo of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous e-mail address, your new e-mail address.

We do not require any other information from you to change your email address..

In addition, you must notify DocuSign, Inc. to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in the DocuSign system.

To request paper copies from Carahsoft OBO City of San Mateo To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to [email protected] and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any.

To withdraw your consent with Carahsoft OBO City of San Mateo To inform us that you no longer want to receive future notices and disclosures in electronic format you may:
i. decline to sign a document from within your DocuSign session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to [email protected] and in the body of such request you must state your e-mail, full name, US Postal Address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..

Required hardware and software
Operating Systems: Windows® 2000, Windows® XP, Windows
Vista®; Mac OS® X
Browsers: Final release versions of Internet Explorer® 6.0 or above (Windows only); Mozilla Firefox 2.0
or above (Windows and Mac); Safari™ 3.0 or
above (Mac only)
PDF Reader: Acrobat® or similar software may be required to view and print PDF files
Screen Resolution: 800 x 600 minimum
Enabled Security Settings: Allow per session cookies

** These minimum requirements are subject to change. If these requirements change, you will be asked to re-accept the disclosure. Pre-release (e.g. beta) versions of operating systems and browsers are not supported.

Acknowledging your access and consent to receive materials electronically

119 of 349

To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the ‘I agree’ button below.

By checking the ‘I agree’ box, I confirm that:
• I can access and read this Electronic CONSENT TO E LECTRONIC RECEIPT OF ELECTRONIC CONSUMER DISCLOSURES document; and

• I can print on paper the disclosure or save or sen d the disclosure to a place where I can print it, for future reference and access; and

• Until or unless I notify Carahsoft OBO City of San Mateo as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by Carahsoft OBO City of San Mateo during the course of my relationship with you.

120 of 349