RESOLUTION NO. 202 5
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SUISUN CITY
APPROVING A MEMORANDUM OF UNDERSTANDING BETWEEN THE
COMMUNITY ACTION PARTNERSHIP OF SOLANO AND THE CITIES OF
BENICIA, FAIRFIELD, RIO VISTA, SUISUN CITY, VACAVILLE, AND VALLEJO
REGARDING THE HOUSING FIRST SOLANO CONTINUUM OF CARE
COORDINATED ENTRY SYSTEM
WHEREAS, the City of Suisun City is a party to the Co mmunity Action Partnership of Solano, Joint Powers Authority (the “CAP Solano JPA”) for the purpose of coordinating the provision of homeless and other safety net services across Solano County; and
WHEREAS, CAP Solano JPA is comprised of the County of Sol ano, and the cities of Benicia, Fairfield, Rio Vista, Suisun City, Vacaville, and Vallejo (each referred to collectively as the “participating jurisdictions,” or “member organizations”); and
WHEREAS, In March 2017, CAP Solano published a five -year strategic plan called “Neighbors Helping Neighbors: Forward Together,” which identified as a priority creation of a “Coordinated Entry” system to enhance navigation for homeless services; and
WHEREAS, this Memorandum of Understanding (MOU) continues the mechanism for Coordinated Entry supported by funding from the members of the JPA, including the City of Suisun City; and
WHEREAS, the CAP Solano JPA Board of Directors, comprised of elected officials from each of the member organizations oversees the countywide Coordinated Entry System contract, according to First Solano’s policies and procedures; and
WHEREAS, Coordinated Entry (CE) provides access to services for the unhoused, conducts assessments to determine level of need, prioritize the most vulnerable need based on assessment and has referral ability to emergency shelters, Rapid Rehousing, Permanent Supportive Housing, and other housing and homelessness projects and services; and
WHEREAS, .CE is a requirement of HUD and the State of California to access Continuum of Care funded projects, Emergency Solutions Grants (ESG) Program, and other federal funding, including funds provided through the U.S. Department of Veterans and state funding, such as homeless Housing Assistance and Prevention (HHAP) and No Place Like Home; and
WHEREAS, CAP Solano JPA seeks to enter a Memorandum of Understanding (MOU) for partial funding of the Coordin ated Entry System for the term of three years, beginning December 1, 2025 through December 31, 2028.
WHEREAS, Suisun City’s financial responsibility for the three year MOU is $61,517.
552
Resolution No. 2025-
Adopted December 16, 2025
NOW, THEREFORE, THE COUNCIL OF THE CITY OF SUISUN CITY HEREBY RESOLVES:
Section 1. The above recitals are true and correct.
Section 2. Approves the Memorandum of Understanding provided herein as Attachment A.
Section 3. Authorizes the City Manager, or his designee, to execute the MOU with CAP Solano JPA for partial funding of the Coordinated Entry system for the term of 3 -years, beginning December 1, 2025 thru December 31, 2028.
Section 4. The City Manager, or his designee, is hereby authorized and directed to do all things necessary and proper to effectuate the purpose of this resolution.
Section 5. This resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED at a Regular Meeting of said City Council of the City of Suisun City duly held on Tuesday, 16th day of December 2025, by the following vote:
AYES: Councilmembers:
NOES: Councilmembers:
ABSENT: Councilmembers:
ABSTAIN: Councilmembers:
WITNESS my hand and the seal of said City this 16th day of December 2025.
ATTEST:
Alma Hernandez, Mayor Anita Skinner, City Clerk
Attachment A: Memorandum of Understanding
553
COMMUNITY ACTION PARTNERSHIP
SOLANO
JOINT POWERS AUTHORITY
675 Texas Street Fairfield, CA 94533 – www.capsolanojpa.org 1 A MEMORANDUM OF UNDERSTANDING BETWEEN
THE COMMUNITY ACTION PARTNERSHIP SOLANO,
JOINT POWERS AUTHORITY; SOLANO COUNTY; AND
THE CITIES OF BENICIA, FAIRFIELD, RIO VISTA,
SUISUN CITY, VACAVILLE, AND VALLEJO
REGARDING THE HOUSING FIRST SOLANO
CONTINUUM OF CARE COORDINATED ENTRY
SYSTEM
This Memorandum of Understanding, hereinafter referred to as “MOU,” is made effective December 1, 2025 by and between the Community Action Partnership Solano, Joint Powers Authority, hereinafter referred to as the “JPA”; Solano County, hereinafter referred to as the “County”; and the Cities of Benicia, Fairfield, Rio Vista, Suisun City, Vacaville, and Vallejo, hereinafter referred to as the “Cities”; individually, a “Party”; and collectively, the “Parties.”
RECITALS
WHEREAS, the JPA is charged with providing oversight and coordination of homeless and safety net services to the residents of the County and Cities; serving as the conduit for safety net funding support; administering such funds and making grants available to other non-profit entities that provide services to people experiencing homelessness; and undertaking such other programs as its Board of Directors may authorize, including such duties and tasks required to receive and distribute federal, state, local, and other funding to support the JPA’s mission; and
WHEREAS, the Continuum of Care that coordinates the provision of housing and supportive services addressing homelessness in the County and Cities is known as the Housing First Solano Continuum of Care, hereinafter referred to as the “CoC”; and
WHEREAS, in March 2017, the JPA released “Neighbors Helping Neighbors: Forward Together,” a regional strategic plan to respond to homelessness in Solano County as amended from time to time, hereinafter referred to as the “Regional Strategic Plan.”; and
WHEREAS, Coordinated Entry provides a standardized approach to comprehensively assess the housing and service needs of homeless individuals and families and refer them to appropriate available resources that are needed to end their homelessness; and
WHEREAS, the U.S. Department of Housing and Urban Development (HUD) requires recipients of Continuum of Care and Emergency Solutions Grants (ESG) Program 554
COMMUNITY ACTION PARTNERSHIP
SOLANO
JOINT POWERS AUTHORITY
675 Texas Street Fairfield, CA 94533 – www.capsolanojpa.org 2 funding to use a coordinated assessment system, under the authority of the Continuum of Care Program Interim Rule, 24 CFR § 578; the Emergency Solution Grant Program Interim Rule, 24 CFR § 576; and HUD Notice CPD-17-01; and
WHEREAS, the State of California Department of Housing and Community Development requires recipients of Homeless Housing, Assistance and Prevention Program funding to use a coordinated entry system under the authority of Welfare and Institutions Code 8256(iii)(IV); and
WHEREAS, Coordinated Entry connects the community’s network of homeless services and housing resources while streamlining, standardizing, and coordinating the current homeless intake, assessment, and referral process; and
WHEREAS, homeless individuals and families, especially highly vulnerable individuals and families who are homeless, are Coordinated Entry’s principal users; and
WHEREAS, the Parties have agreed that an effective Coordinated Entry process is a critical component to improving system navigat ion as recommended by the Regional Strategic Plan; and
WHEREAS, the Coordinated Entry System is governed by Housing First Solano’s Coordinated Entry System Policies and Procedures; and
WHEREAS, the JPA operates Coordinated Entry through a subrecipient Coordinated Entry System Operator pursuant to a separate Subrecipient Agreement, hereinafter known as the “Subrecipient Agreement”; and
WHEREAS, the Parties recognize that additional resources are needed to enable Coordinated Entry to operate an effective and efficient system to address homelessness and implement best practice solutions to leverage the existing housing stock to increase housing opportunities.
555
COMMUNITY ACTION PARTNERSHIP
SOLANO
JOINT POWERS AUTHORITY
675 Texas Street Fairfield, CA 94533 – www.capsolanojpa.org 3 NOW, THEREFORE, the Parties agree as follows:
I. The County and Cities agree to provide funds to the JPA over the course of three years from the effective date for Coordinated Entry services provided throughout Solano County as set forth in Exhibit B (Budget).
1. The County and Cities shall transmit annual payments to the JPA for the deliverables specified in Exhibits A and B.
2. This Memorandum of Understanding may be amended upon written agreement signed by all the Parties.
II. Program performance of the JPA
The JPA shall use funding received pursuant to this MOU to deliver the services described in Exhibit A (Scope of Work) to homeless individuals and families from the County and Cities pursuant to the terms of this MOU.
III. Fiscal responsibilities of the JPA
The JPA agrees to:
1. Monitor the activities listed in Exhibits A (Scope of Work), B (Budget), and C (Performance Objectives), and the terms of this MOU.
2. Adhere to its written JPA Continuum of Care Policies and Procedures for financial management.
3. Be liable for repayment of costs incurred for activities not consistent with Exhibits A-C. The JPA shall be afforded the opportunity to respond to any adverse findings regarding such costs before being held subject to repayment.
IV. Records, reports, and audits of the JPA
1. Governance.
a. The JPA shall have available and provide to County and/or Cities upon request:
i. A copy of current JPA Bylaws.
ii. The current roster of the JPA membership.
iii. A copy of the adopted JPA Continuum of Care Policies and Procedures Manual, inclusive of its Conflicts of Interest Policy and 556
COMMUNITY ACTION PARTNERSHIP
SOLANO
JOINT POWERS AUTHORITY
675 Texas Street Fairfield, CA 94533 – www.capsolanojpa.org 4 its Financial Management policies and procedures.
b. The JPA shall notify the Parties if it makes any changes to its interpretation of its compliance obligations under the Ralph M. Brown Act, as specified in the JPA Bylaws, on an annual basis.
2. Establishment and maintenance of records. The JPA shall maintain records sufficient to reflect properly all matters covered by the enclosed Exhibits A-C.
3. Preservation of records. The JPA shall preserve and make available its records in accordance with its Bylaws.
4. Examination of records and/or facilities. At any time during normal business hours, and as often as may be deemed necessary, the JPA agrees that the County and/or any City, and/or any duly authorized representatives for those Parties, shall, for a period of five years following the expiration of this MOU, have access to and the right to examine its offices and facilities engaged in performance of this MOU, and audit records and data with respect to matters covered by this MOU; excepting those falling within the attorney-client and attorney- work-product privileges. The County and/or Cities shall provide the JPA with reasonable notice of any such examination.
5. County and City monitoring reviews. The County and/or Cities may conduct monitoring reviews. Such reviews may cover program compliance, as well as fiscal matters. The County and/or Cities shall provide the JPA with reasonable notice that a review will be conducted. The JPA will be afforded a reasonable period of time to respond to any monitoring findings. Cost of such reviews will be borne by the Party(ies) requesting the review. The County and/or Cities may withhold payment and/or terminate this MOU if the JPA fails to respond to or correct finding(s) within a reasonable period of time.
6. Performance reports. Throughout the MOU term, the JPA shall share performance reports prepared pursuant to the oversight of Subrecipient by the JPA.
V. Coordination of program
1. JPA. The Executive Director of the JPA, or his/her designee, shall have overall responsibility for the progress and execution of this MOU.
2. The County. The County Administrator, or his/her designee, shall serve as the point of contact for the County with respect to this MOU.
557
COMMUNITY ACTION PARTNERSHIP
SOLANO
JOINT POWERS AUTHORITY
675 Texas Street Fairfield, CA 94533 – www.capsolanojpa.org 5 3. The Cities. The City Managers, or their designees, shall serve as the point of contact with respect to this MOU.
4. Notices. All notices or other correspondence required or contemplated by this MOU shall be sent to the Parties at the following addresses:
JPA: CAP Solano JPA
Attn: DeShawn Waters, Executive Director
675 Texas Street
Fairfield, CA 94533
County: Ian Goldberg
County Administrator
Solano County
675 Texas Street, Suite 6500
Fairfield, CA 94533
City of Benicia:
Mario Giuliani
City Manager
City of Benicia
250 East L Street
Benicia, CA 94510
City of Fairfield:
David Gassaway
City Manager
City of Fairfield
1000 Webster Street
Fairfield, CA 94533
City of Rio Vista:
Kristina Miller
City Manager
City of Rio Vista
One Main Street
Rio Vista, CA 94571
City of Suisun
City:
Bret Prebula
City Manager
City of Suisun City
701 Civic Center Boulevard
Suisun City, CA 94585
City of Vacaville:
Savita Chaudhary
City Manager
City of Vacaville
650 Merchant Street
Vacaville, CA 95688
558
COMMUNITY ACTION PARTNERSHIP
SOLANO
JOINT POWERS AUTHORITY
675 Texas Street Fairfield, CA 94533 – www.capsolanojpa.org 6 City of Vallejo: Andrew Murray
City Manager
City of Vallejo
555 Santa Clara Street
Vallejo CA 94590
VI. Compliance with law
The JPA shall become familiar and comply with and cause all its employees and contractors, if any, to become familiar and comply with all applicable Federal, State, and local laws, ordinances, codes, regulations, and decrees. Failure of the JPA to, in any manner, observe and adhere to laws as described herein or as amended, shall in no way relieve the JPA of its responsibility to adhere to same, and the JPA herein acknowledges this responsibility.
VII. Indemnification/insurance
The JPA shall indemnify, defend (with independent counsel jointly approved by the County and Cities), and hold harmless the County and Cities and their officers, officials, directors, employees, agents, volunteers, and affiliates from any and all claims, demands, causes of actions, damages, costs, expenses, actual attorney’s fees, consultant’s fees, expert fees, losses or liability, in law or in equity, of every kind and nature whatsoever arising out of or in connection with the JPA’s operations, or any subcontractor’s operations, to be performed pursuant to this MOU or the current Subrecipient Agreement between the JPA and its Coordinated Entry System Operator, for the fullest extent permitted by law, with the exception of the sole active negligence or willful misconduct of the County and/or any of the Cities.
Per its Subrecipient Agreement with the JPA, the Coordinated Entry System Operator shall procure and maintain for the duration of its Subrecipient Agreement with the JPA insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work under its Subrecipient Agreement and the results of that work by the Coordinated Entry System Operator, its agents, representatives, employees, or subcontractors. The County and Cities and their officers, officials, employees, agents and volunteers are to be covered by the Coordinated Entry System Operator as additional insureds against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work under its Subrecipient Agreement and the results of that work 559
COMMUNITY ACTION PARTNERSHIP
SOLANO
JOINT POWERS AUTHORITY
675 Texas Street Fairfield, CA 94533 – www.capsolanojpa.org 7 by the Coordinated Entry System Operator, its agents, representatives, employees, or subcontractors.
The provisions of this Section shall survive the expiration or termination of this MOU and are not limited by any provisions relating to insurance in the current Subrecipient Agreement between the JPA and its Coordinated Entry System Operator.
The JPA agrees to enforce all the insurance requirements set forth in the Terms and Conditions exhibit to the current Subrecipient Agreement between the JPA and its Coordinated Entry System Operator.
VIII. Noncompliance with Scope of Work, Budget, and Performance Objectives
1. The JPA shall be afforded the opportunity to respond to any information that suggests a failure or deficiency by the JPA to comply with any provision of this MOU. Examples of noncompliance include:
a. If the JPA (with or without knowledge) makes any material misrepresentation of any nature with respect to any information or data furnished to the Parties in connection with this MOU.
b. If there is pending litigation with respect to the performance by the JPA of any of its duties or obligations under this MOU which may materially jeopardize or adversely affect the undertaking of or the carrying out of its program.
c. If the JPA is in default under the provisions of this MOU.
d. If the JPA makes improper use of funds.
e. If the JPA fails to comply with any of the terms and conditions of this MOU in such a manner as to constitute a material breach thereof.
f. The JPA refuses to accept any additional conditions that may be imposed by the County and/or any City as a result of changes required by law or by the Federal government.
g. If the JPA fails to accomplish the scope of services listed in Exhibits A-C and pursuant to the terms of this MOU in a timely manner. 560
COMMUNITY ACTION PARTNERSHIP
SOLANO
JOINT POWERS AUTHORITY
675 Texas Street Fairfield, CA 94533 – www.capsolanojpa.org 8 2. Should the JPA be unable to resolve concerns by a Party about a perceived failure to comply with Exhibits A-C under this MOU within a reasonable period of time, that Party shall have the right to withdraw from this MOU, receive reimbursement for services not yet rendered, and/or require corrective action to enforce compliance with such provision.
IX. Suspension or Termination
1. Suspension or termination for cause. This MOU may be suspended or terminated at any time before the date of completion by the JPA or pursuant to a unanimous agreement among the County and Cities if:
a. Any party fails to comply with the conditions of this MOU as described above; or
b. The Housing First Solano CoC chooses an entity other than the JPA to operate the Coordinated Entry System; or
c. The JPA is not able to secure the resources to perform one or more of the duties described in Exhibit A: Scope of Work; or
d. The JPA no longer has adequate resources to operate the Coordinated Entry System; and
e. The offending Party or Parties is/are afforded a reasonable opportunity to respond to any such concerns, and the offending Party or Parties fail(s) to resolve any such concerns.
2. Upon suspension or termination, the JPA shall:
a. Not incur new obligations and shall cancel as many outstanding obligations as possible.
b. Be paid only for services rendered to the County and each City to the date of such suspension or termination; provided, however, if the MOU is suspended or terminated for fault of the JPA, the County and each City shall be obligated to compensate the JPA only for that portion of the JPA’s services which were of benefit to the County and each City. 561
COMMUNITY ACTION PARTNERSHIP
SOLANO
JOINT POWERS AUTHORITY
675 Texas Street Fairfield, CA 94533 – www.capsolanojpa.org 9 X. Rights and remedies not waived
In no event shall payment by the County or any City or acceptance of payment by the JPA hereunder constitute or be construed to be a waiver by any Party of any breach of covenants or conditions of this MOU or any default which may then exist on the part of any Party, and the making of any such payment while any such breach or default shall exist, shall in no way impair or prejudice any right or remedy available to any Party with respect to such breach or default.
XI. Integrated document
No verbal agreements or conversations with any officer, agent or employee of the County and/or Cities prior to execution of this MOU shall affect or modify any of the terms or obligations contained in any documents comprising this MOU. Any such verbal agreement shall be considered as unofficial information and in no way binding upon the Parties.
XII. Severability
In case any one or more of the provisions contained herein shall, for any reason, be held invalid, illegal, or unenforceable in any respect, it shall not affect the validity of the other provisions which shall remain in full force and effect.
XIII. Term of MOU
The Term of this MOU is for three years from December 1, 2025 – December 31, 2028.
562
COMMUNITY ACTION PARTNERSHIP
SOLANO
JOINT POWERS AUTHORITY
675 Texas Street Fairfield, CA 94533 – www.capsolanojpa.org 10 IN WITNESS WHEREOF, the parties hereto, acting by and through their duly authorized representatives, have executed this MOU in duplicate on the day and year set below each of the parties.
For the JPA:
For Solano County, a municipal
corporation:
SIGNATURE SIGNATURE
PRINTED NAME PRINTED NAME
TITLE TITLE
DATE DATE
For the City of Vacaville, a municipal
corporation:
For the City of Rio Vista, a municipal
corporation:
SIGNATURE SIGNATURE
PRINTED NAME PRINTED NAME
TITLE TITLE
DATE DATE
563
COMMUNITY ACTION PARTNERSHIP
SOLANO
JOINT POWERS AUTHORITY
675 Texas Street Fairfield, CA 94533 – www.capsolanojpa.org 11 For the City of Fairfield, a municipal
corporation:
For the City of Suisun, a municipal
corporation:
SIGNATURE SIGNATURE
PRINTED NAME PRINTED NAME
TITLE TITLE
DATE DATE
For the City of Vallejo, a municipal
corporation:
For the City of Benicia, a municipal
corporation:
SIGNATURE SIGNATURE
PRINTED NAME PRINTED NAME
TITLE TITLE
DATE DATE
564
COMMUNITY ACTION PARTNERSHIP
SOLANO
JOINT POWERS AUTHORITY
675 Texas Street Fairfield, CA 94533 – www.capsolanojpa.org 12 EXHIBIT A: SCOPE OF WORK
JPA shall be responsible for the following activities:
Identifying and selecting the Coordinated Entry Services Operator. Securing the necessary resources to support scope the work. Providing technical assistance and oversight of the Coordinated Entry Services Operator.
Providing annual reports to the County and Cities on progress in achieving the milestones.
Ensuring that resources provided by the County and Cities will be used for the following activities:
I. Resource Connect Solano Coordinated Entry System Management
The JPA will ensure that the Coordinated Entry Services Operator will be responsible managing for the implementation and on-going administration, development, and continuous improvement of Solano County’s Coordinated Entry System in alignment with Housing First Solano’s Coordinated Entry System Policies and Procedures.
Management includes:
1. Conducting Coordinated Entry System analysis, evaluation, monitoring, and review;
2. Maintaining Coordinated Entry System documentation, which includes system performance documents, reporting data, and federal forms;
3. Developing new access and outreach/in-reach points throughout the County to ensure full and equal access;
4. Increasing the number of providers using Housing First Solano’s Homeless Management Information System (HMIS) and participating in Resource Connect Solano;
5. Creating tools and resources necessary to manage Resource Connect Solano Entry Points;
6. Ensuring consistent usage of and calibration of the assessment tool throughout the Coordinated Entry System;
7. Ensuring that the adopted prioritization criteria are used so that the most vulnerable individuals and families are prioritized for assistance and matched with the appropriate services for them ensuring the most efficient and cost- effective usage of resources;
8. Ensuring that beds and/or units fund by County or City programs that have specific client criteria are reserved for eligible program clients and input of program staff is sought before placement;
565
COMMUNITY ACTION PARTNERSHIP
SOLANO
JOINT POWERS AUTHORITY
675 Texas Street Fairfield, CA 94533 – www.capsolanojpa.org 13 9. Managing the priority lists;
10. Ensuring timely linkage of persons to available housing and services;
11. Providing guidance, training, capacity building support, communication updates, and other project support as needed to Housing First Solano, the County, and the Cities;
12. Ensuring all participating provider agencies have information as necessary to operate and participate in Resource Connect Solano successfully;
13. Providing monthly or quarterly reports to the JPA as requested;
14. Preparing annual assessments of the Coordinated Entry System;
15. Establishing a more robust marketing plan to bring awareness to residents across the county, including those precariously housed and those least likely to receive assistance in the absence of such marketing;
16. Creating and disseminating outreach materials about Resource Connect Solano;
17. Reviewing and analyzing HMIS data, including reports on system- wide performance (e.g., clients receiving diversion assistance, vacancy reporting, completion of assessments); and
18. Maintaining the integrity of consumer data and ensuring up-to-date security protocols for the system.
II. Coordinated Entry System Administration
The JPA will ensure the Coordinated Entry Service Operator Administers System support to the Resource Connect Solano staff as well as the various jurisdictional and non-profit outreach teams. Support services include:
1. Answering and responding to all Coordinated Entry System referral calls;
2. Performing a pre-screen diversion assessment over the phone and full Vulnerability assessment, where appropriate;
3. Referring callers to the most pertinent services, including prevention services for callers at-risk of homelessness;
4. Connecting clients to case management;
5. Scheduling appointments with clients for the Coordinated Entry Specialists;
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COMMUNITY ACTION PARTNERSHIP
SOLANO
JOINT POWERS AUTHORITY
675 Texas Street Fairfield, CA 94533 – www.capsolanojpa.org 14 6. Providing training and technical assistance to local outreach teams to support their data entry in HMIS.
III. Other Coordinated Entry System Services
The Coordinated Entry Services Operator may offer other services such as Housing Location Services to support the staff as well as the various jurisdictional and non- profit outreach teams to identify housing opportunities for individuals experiencing homelessness. Services will be outlined in the subrecipient agreement may include:
1. Developing and managing a comprehensive outreach/ working relationship with community stakeholders, especially landlords;
2. Engaging a landlord recruitment and retention plan. Recruiting landlord, management firm, and leaseholder participation and/or growth of participation in Continuum of Care and Resource Connect Solano housing programs, which may include Permanent Supportive Housing, Rapid Rehousing, Section 8, TBRA, HUD/VASH, and other subsidy programs;
3. Meeting with owners, landlords and property managers to discuss partnering with Resource Connect Solano, including rental assistance, placement programs, and support services;
4. Negotiating with landlords experiencing conflicts with formerly homeless tenants to find solutions to experienced problems, including outside mediation services for more serious conflicts to help avoid eviction;
5. Building long-lasting relationships with property managers, landlords, owners, and firms to expand the scope of their participation in programs that house those experiencing homelessness;
6. Performing initial site visits at all prospective sites to ensure they meet guidelines for habitability standards;
7. Maintaining a database of landlords, management firms, and leaseholders working with those experiencing homelessness;
8. Sending out notices to Resource Connect Solano staff of any new housing availability;
9. Tracking all placements with landlords in HMIS;
10. Maintaining awareness of changes in market and community processes that can impact services; bring forward prospective recommendations to deal with expected changes.
11. Increase focus on systemic County-wide landlord engagement strategies. 567
COMMUNITY ACTION PARTNERSHIP
SOLANO
JOINT POWERS AUTHORITY
675 Texas Street Fairfield, CA 94533 – www.capsolanojpa.org 15 IV. Coordinated Entry System Housing Readiness Services and Case Management
The JPA will ensure that the Coordinated Entry Services Operator provides Housing Readiness Services and Case Management. This includes:
1. Counseling individuals and families at the top of the Resource Connect Solano prioritization system as to potential housing options;
2. Coordinating supportive services for individuals and families at the top of the Resource Connect Solano prioritization system;
3. Using the Coordinated Entry System to provide comprehensive assessments of participant need for housing and services;
4. Monitoring and evaluating Resource Connect Solano participant progress;
5. Providing Resource Connect Solano participant information and referrals to providers participating in the Coordinated Entry System;
6. Developing individualized housing and service plans for individuals and families at the top of the Resource Connect Solano prioritization system;
7. Providing tenant counseling to individuals and families placed within the past 30 days into housing through Resource Connect Solano;
8. Assisting individuals and families at the top of the Resource Connect Solano prioritization system or placed within the past 30 days into housing through Resource Connect Solano to understand the leasing process;
9. Assisting individuals and families at the top of the Resource Connect Solano prioritization system or placed within the past 30 days into housing through Resource Connect Solano with securing utilities;
10. Assisting individuals and families at the top of the Resource Connect Solano prioritization system or placed within the past 30 days into housing through Resource Connect Solano with making moving arrangements.
V. Coordinated Entry Systems Operations
The JPA will ensure that resources made available through this MOU for operations are allocated to items such as: the costs of office space; maintenance; office equipment; Internet access; a system website; marketing; office supplies; transportation costs incurred by the Resource Connect Solano staff; public transportation costs for consumers; and essential training and conference attendance about Coordinated Entry.
568
COMMUNITY ACTION PARTNERSHIP
SOLANO
JOINT POWERS AUTHORITY
675 Texas Street Fairfield, CA 94533 – www.capsolanojpa.org 16 EXHIBIT B: BUDGET
I. Funding
In addition to coordinated entry staff supported by HUD CoC, which is $233,589 for FY2025/26, pursuant to this MOU, the Cities and County will provide 2026 funding of $351,638 as follows to support the activities described in Exhibit A.
Funding for calendar years 2027 and 2028 will increase at a fixed rate of three (3) percent per year.
II. Method of Payment
The County and Cities shall transmit annual payments to the JPA. The method of payment was determined by the population of the Cities with the County making a larger amount than its population and is as follows:
The JPA shall invoice the County and Cities within 30 days of the effective date of this MOU and then each year thereafter within 30 days of the same calendar date. The Cities and County shall make payment of the invoice within 30 days of the date of the invoice.
2026 2027 2028 Total
Solano
County $81,966 $84,425 $86,958 $253,350
Benicia $18,816 $19,381 $19,962 $58,158
Fairfield $77,564 $79,891 $82,288 $239,743
Rio Vista $6,127 $6,311 $6,501 $18,939
Suisun
City $19,903 $20,500 $21,115 $61,517
Vacaville $66,895 $68,902 $70,969 $206,767
Vallejo $80,366 $82,777 $85,260 $248,402
Total $351,638 $362,187 $373,053 $1,086,878
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1 CAP Solano JPA - Who We Are
Provides Regional Leadership on Homelessness
Coordinates Planning, Funding, and Compliance Across Jurisdictions Serves as the Backbone Agency for The Continuum of Care Connects Cities, County, and Providers Into One Coordinated System The CAP Solano JPA is the central coordinating entity for homelessness services and strategy in Solano, aligning efforts and resources across jurisdictions and providers.
JPA Staff In Action
Integrating into the System of Care
Aligning CoC, Tripartite Advisory Board, and JPA Into One Structure Building Shared Accountability and Strategic Direction
Establishing New Administrative Backbone to Stabilize The System The JPA's integration, governance, and strong administrative foundation have laid the groundwork for a more coordinated and effective Solano homelessness response system. 1 2
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2 Strategic Funding Alignment
Created a Funding Decision Tree
Including Guidance from the TAB and CoC
Focusing on How Dollars Work Together
Layered Priorities Guided by Community Needs Assessment This strategic funding approach ensures resources are allocated effectively and efficiently to address homelessness in Solano.
Strengthen Coordinated Entry (CES)Improve the system that connects people experiencing homelessness to available housing and services Expand housing and supportive service solutionsIncrease the supply of affordable and supportive housing units across the region Advance prevention and diversion programsProvide assistance to help people avoid entering the homeless system in the first place Aligning City Goals with Regional Strategies Tailor services and programs to address the unique needs of young people experiencing homelessnessBy pursuing these regional goals, we can create a more effective and coordinated system to address homelessness in Solano County.
Regional3
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3 Why Coordinated Entry?
Federal and State Requirement
Access → Assessment →PrioriƟzaƟon → Referral
Matching People and Families to the Proper Resources
Coordinated Entry is a critical system that ensures equitable access to homeless services and resources in the community.
Why Coordinated Entry?
Streamlined Access to Homeless Services Across the Region Faster Housing Placements for Residents
Improved Data and Accountability
By investing in Coordinated Entry, cities strengthen the regional homeless services system, creates better outcomes for its residents, and demonstrates its commitment to addressing homelessness. 5 6
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4 Coordinated Entry System Modernization•New HMIS Administrator (BitFocus) •Walk-In Access Sites
•Outreach Teams Adding Real-time Assessments
•Increased Number of Assessors System-wide
Align JPA initiatives with City’s Homeless Action PlanEnsure JPA programs and strategies support city’s local goals and priorities for addressing homelessness Establish a local access point within the cityProvide residents a convenient location to access the regional Coordinated Entry System Train City staff to use HMIS effectivelyEquip local staff with the knowledge and skills to properly utilize the Homeless Management Information System Connect local outreach and housing placement work with regional strategiesAlign city’s on-the-ground efforts with the JPA's coordinated regional approach to amplify resultsBy closely integrating city’s local initiatives with the JPA's regional strategies, we can maximize the impact and effectiveness of our collective homelessness response efforts.
Supporting the City’s Goals7
8 573
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574
AGENDA ITEM NO. 24.
AGENDA TRANSMITTAL
MEETING DATE:
December 16, 2025
AGENDA ITEM:
Council Adoption of Resolution No. 2025 -
: Authorizing the City Manager to
Execute a Agreement with Paladin Drones for the Purchase of One Drone and One Year of Technical Support and Licensing in the Amount of $24,000.
FISCAL IMPACT:
Total cost of the agreement and equipment is $24,000 which includes, $15,000 annual subscription fee and $9,000 one-time equipment purchase (discounted from $11,500). Funding for this project will be allocated from the Fireworks Enforcement Fund.
STRATEGIC PLAN:
Public Safety.
BACKGROUND:
The National Fire Protection Association (NFPA) released NFPA 2400 – Standard for Small Unmanned Aircraft Systems (sUAS) Used for Public Safety Operations. NFPA 2400 outlines the minimum requirements for safe operations, deployment, and implementation of unmanned aircraft, or drones in the fire service. Under 14 CFR part 107 the Federal Aviation Administration (FAA) allows for government agencies (including Federal, State, and tribal), law enforcement, and public safety entities have two options for operating drones under 55 pounds.
Over the past several years, the fire service has increasingly implemented drones, also known as Unmanned Aircraft Systems (UAS), to support a wide range of operations—including emergency responses, fire incidents, search and rescue missions, major disasters, fire prevention and weed abatement programs, fireworks enforcement, site safety inspections, pre-incident planning, and code enforcement.
Although the Suisun Police Department has recently implemented a Drone First Responder (DFR) program, which will also serve as a valuable resource for fire department incidents. The Fire Department intends to make available and deploy its own field-operated drone, managed by trained personnel, to better support and complement the department’s emergency and non-emergency operational needs.
STAFF REPORT:
The Fire Department seeks to enhance its fire prevention and code enforcement functions while significantly improving operational response capabilities. This approach increases safety, strengthens situational awareness, and elevates the level of service provided to the community.
Staff researched and consulted with multiple drone service providers offering comprehensive solutions that include equipment, training, software, and technical support. Three vendors—Paladin Drones Inc., Unmanned Vehicle Technologies LLC, and Skydio Inc.—were evaluated to determine cost- effectiveness and their ability to meet the department’s entry-level operational needs. Based on this review, staff recommends Paladin Drones Inc. Under the proposed initial one-year agreement, totaling $24,000, Paladin will provide the City with the following services and equipment:
575
Annual Subscription & Training
Annual subscription and license for Watchtower software FAA and BVLOS compliance setup and renewal
Implementation, training, customer support, and unlimited data storage
Drone Equipment
One (1) DJI Matrice M4TD drone
Four (4) batteries
One (1) RC Plus 2 controller
One (1) DJI Matrice 4D Series 240W charging hub
One (1) DJI carrying case
Four (4) DJI Matrice 4D Series low-noise anti-ice propellers
Overall, drone technology strengthens both the department’s fire prevention efforts and its operational response capabilities, improving safety, situational awareness, and service to the community.
STAFF RECOMMENDATION:
It is recommended that the City Council adopt Resolution No. 2025 -
: Authorizing the City Manager to Execute a Agreement with Paladin Drones for the Purchase of One Drone and One Year of Technical Support and Licensing in the Amount of $24,000.
PREPARED BY:
Brad Lopez, Fire Chief
REVIEWED BY:
Brad L. Lopez, Fire Chief
APPROVED BY:
Bret Prebula, City Manager
ATTACHMENTS:
1. Resolution
2. Suisun City,CA-Paladin Contract-12.8.25.pdf
3. SCFD UAS Presentation.pdf
4. Policy 360 Unmanned_Aerial_Systems.pdf
576
RESOLUTION NO. 2025-__
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SUISUN CITY
AUTHORIZING THE CITY MANAGER TO EXECUTE A AGREEMENT WITH
PALADIN DRONES FOR THE PURCHASE OF ONE DRONE AND ONE YEAR OF TECHNICAL SUPPORT AND LICENSING IN THE AMOUNT OF $24,000.
WHEREAS, the use of drones has become increasingly more important to fire agencies ; and
WHEREAS, drones can be utilized in many different capacities from fire prevention and enforcement, to operational safety and situational awareness; and WHEREAS, the National Fire Protection Association (NFPA) released NFPA 2400 – Standard for Small Unmanned Aircraft Systems (sUAS) Used for Public Safety Operations.; and WHEREAS, staff completed a comprehensive review of three drone providers, and Paladin Drones was determined to best meet the needs of the Fire Department’s drone program , and
WHEREAS, the DJI Matrice M4TD drone was selected for its compact size and high - performance capabilities, and
WHEREAS, internal staff will be trained and certified to safely and effectively operate the drone; and
NOW, THEREFORE, BE IT FURTHER RESOLVED, that the City Council of the City of Suisun City authorizes the City Manager to execute an agreement with Paladin Drones for the purchase of one drone and one year of technical support and licensing; and BE IT FURTHER RESOLVED that the City Manager is hereby authorized to enter into any agreement or take such actions as may be necessary to implement the Council’s actions.
PASSED AND ADOPTED at a Regular Meeting of the City Council of the City of Suisun City duly held on Tuesday, December 16th, 2025 by the following vote:
AYES: Councilmembers: _______________________________________________ NOES: Councilmembers: _______________________________________________ ABSENT: Councilmembers: _______________________________________________ ABSTAIN: Councilmembers: _______________________________________________
WITNESS my hand and the seal of said City this 21st day of January 2025.
___________________________________
Anita Skinner, CMC
City Clerk
577
PALADIN ORDER FORM
1. Parties: This Agreement (“Agreement”) is entered into on 11/30/2025 (“Effective Date”), by and between Paladin Drones, Inc., a Delaware corporation having its principal place of business at 10200 Richmond Ave, Ste 272, Houston, TX 77042 (hereinafter, “Paladin”) and Suisun City, CA, with an address of 621 Pintail Dr, Suisun City, CA (hereinafter, “Customer”); and collectively the “Parties.”
2. Consideration. WHEREAS Customer agrees to pay the amount listed under Exhibit A of this Order Form; AND WHEREAS, Paladin agrees to provide drone services and equipment; THEREFORE, for good and valuable consideration, the sufficiency of which are hereby acknowledged, Customer and Paladin agree as follows:
3. Definitions. All definitions under this contract are subject to the definitions listed under the attached Terms and Conditions (hereinafter, “Exhibit B”).
4. Incorporation of Exhibit. This Agreement includes Paladin Quote (i.e., Exhibit A), Paladin Terms & Conditions (i.e., Exhibit B), and Additional Terms and Conditions (i.e., Exhibit C).
5. Superseding Clause of Exhibits. Paladin Terms and Conditions (i.e., Exhibit B), is superseded by Additional Terms and Conditions (i.e., Exhibit C). •
Initial Effective Date: 12/16/2025
Final Term End Date: 12/16/2026
Pricing Package: Pre-DFR Package
Billing Frequency: Annually
Payment Terms: Net 30 days
Price: See Exhibit A
6. Services. As part of the Onboarding Services, Paladin will provide Implementation Services.
Subject to the terms described infra, Paladin will grant Customer access to the Watchtower software, and provide Support Services during an Active Term. The same will be offered with each Renewal Term.
7. Fees. Paladin will charge Customer a recurring Annual Subscription Fee in accordance with this Agreement. Paladin’s offered Price (see Exhibit A) is only available for sixty (60) days from the date of the offer. The Subscription Fee has a minimum term of one (1) year from the date set forth in Exhibit B. Renewal Terms will begin on the date of the Renewal Agreement. Customer understands that additional drones can only be added at the beginning of a Term. Upon full payment of any Term, Customer will own the Drone free and clear of any lien or interest by Paladin.
8. Implementation Services. During any Active Term, Customer is granted Implementation Services at any time during an Active Term, which include but are not limited to customized Customer support, training, and Onboarding Services (see Exhibit B Sec. 1 for details). 578
9. Billing. Unless otherwise provided in Exhibit C, all Fees will be due and payable in advance on
the
terms
indicated
herein,
and
each
invoice
will
be
emailed
to
the
Customer's
billing
contact
indicated
below.
Customer
accepts
an
emailed
invoice
as
an
actual
invoice
and
will
not
require
a
written
invoice
as
a
condition
for
payment.
10. Renewal Term. The Agreement is subject to renewal on the terms set forth in Exhibit B. The Pricing
Package
applicable
for
each
Renewal
Term
will
be
determined
based
on
the
aggregate
amount
of
Customer
Selected
Applications
at
the
time
of
renewal.
Exhibit
A’s
pricing
offer
is
only
available
for
sixty
(60)
days
from
the
date
of
the
offer.
S
ee
specific
pricing
in
Exhibit
A.
The
Customer
understands
that
they
may
add
additional
Drone(s)
throughout
any
term
and
that
Adding
a
Drone
will
dissolve
the
remainder
of
the
Active
Term
and
start
a
Renewal
Term
from
the
date
of
the
renewal
Agreement’s
respective
Exhibit
B.
11. Termination. The Agreement is subject to early termination on the terms set forth in Exhibit B.
12. Time of the Essence . Time is of the essence in the performance of Parties’ obligations herein. 13. Entire Agreement. By executing this Agreement, each party agrees to be bound by its terms, and
the
Incorporated
Documents,
collectively
the
“Agreement.”
This
Agreement
contains
the
entire
agreement
among
the
Parties,
and
no
oral
statements
or
prior
written
matters
not
specifically
incorporated
herein
shall
be
of
any
force
and
effect.
No
variation,
modification
or
changes
hereof
shall
be
binding
on
either
party
hereto,
unless
set
forth
in
a
document
executed
by
the
Parties
contemporaneously
with
this
Agreement.
If
there
is
a
conflict
between
this
Agreement
and
any
terms
contained
in
any
proposal,
invoice
or
other
agreement
between
Paladin
and
Customer,
the
terms
of
this
Agreement
shall
control,
but
shall
be
superseded
only
by
terms
in
Exhibit
C,
which
shall
be
Customer’s
additional
terms.
14. Intellectual Property. Except for the limited rights and licenses expressly granted to Customer
under
the
Agreement,
nothing
in
the
Agreement
grants
to
Customer
or
any
third
party
any
intellectual
property
rights
or
other
right,
title,
or
interest
in
or
to
the
Paladin
IP.
15. Important Disclaimers & Limitations . EXCEPT FOR THE WARRANTIES SET FORTH IN
THE
TERMS
&
CONDITIONS,
PALADIN
IP
IS
PROVIDED
"AS
IS,"
AND
PALADIN
DISCLAIMS
ALL
WARRANTIES,
WHETHER
EXPRESS,
IMPLIED,
STATUTORY,
OR
OTHERWISE,
INCLUDING
ALL
IMPLIED
WARRANTIES
OF
MERCHANTABILITY,
FITNESS
FOR
A
PARTICULAR
PURPOSE,
TITLE,
AND
NON-INFRINGEMENT
AND
ALL
WARRANTIES
ARISING
FROM
COURSE
OF
DEALING,
USAGE,
OR
TRADE
PRACTICE.
IN
ADDITION,
TO
THE
EXTENT
PERMITTED
BY
APPLICABLE
LAW,
579
THE PARTIES' LIABILITIES UNDER THE AGREEMENT ARE LIMITED AS SET
580
FORTH IN THE TERMS & CONDITIONS. 16. Notices. Any Notice delivered under the Agreement will be delivered to the address below each
party's
signature
below.
17. Authority to Execute Agreement. Each of the undersigned represents that they are authorized
to
(1)
execute
and
deliver
this
Order
Form
on
behalf
of
their
respective
party
and
(2)
bind
their
respective
party
to
the
terms
of
the
Agreement.
This
Paladin
Order
Form
and
any
other
documents
executed
and
delivered
in
connection
with
the
Agreement
may
be
executed
in
counterparts,
each
of
which
is
deemed
an
original,
but
all
of
which
together
are
deemed
to
be
one
and
the
same
Agreement.
To
the
extent
permitted
by
applicable
law,
electronic
signatures
may
be
used
for
the
purpose
of
executing
the
Order
Form
by
or
other
electronic
means.
Any
document
delivered
electronically
and
accepted
is
deemed
to
be
"in
writing"
to
the
same
extent
and
with
the
same
effect
as
if
the
document
had
been
signed
manually.
( Signature page follows )
581
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date
by
their
duly
authorized
representatives.
PALADIN DRONES INC. By: Name: Divy Shrivastava Title: CEO Suisun City, CA By:
Name:
Title:
The terms and conditions of this Agreement govern all transactions contemplated by this Agreement, including all orders
by
Customer.
Any
proposed
purchase
order
and/or
other
document
submitted
by
Customer
is
null
and
void.
Exhibit A
582
PALADIN QUOTE [See attached.]
583
584
Products & Services
Item & Description Quantity Unit Price Total
Pre-DFR Package The Pre-DFR Package is an all-inclusive base annual sub-scription fee which includes:
• Connectivity for up-to five (5) Livestream drones (sold separately) to Watchtower Software
• Watchtower Software with Unlimited Users
• FAA and BVLOS Compliance set-up and renewal
• Implementation, Unlimited Training & Customer Support • Unlimited Data Storage This Package also provides access to Paladin's dealer dis-counted One-Time Purchases on equipment. This system is compatible with the Paladin Drop Mechanism with select drones.
1 $15,000.00 / year
$15,000.00 / year for 1 year
DJI M4TD DJI M4TD Drone includes:
• DJI M4TD (x1)
• DJI Matrice 4D Series Battery (x4)
• RC Plus 2 Controller (x1)
• DJI Matrice 4D Series 240W Charging Hub (x1)
• DJI Carrying Case for Matrice 4D Drone (x1)
• DJI Matrice 4D Series Low-Noise Anti-lce Propellers (x4) 1 $11,500.00
$9,000.00
after $2,500.00
discount
Annual subtotal
$15,000.00
One-time subtotal
$9,000.00
after $2,500.00 discount
Total $24,000.00
Purchase terms
585
Questions? Contact me
David Gavran [email protected] +17046209359 Paladin Drones, Inc. 10200
Richmond
Ave STE 272 Houston, Texas 77042
United
States
586
Exhibit B PALADIN Terms and Conditions [See attached.]
587
EXHIBIT B Paladin Terms and Conditions PALADIN'S GENERAL TERMS & CONDITIONS Please carefully read these General Terms and Conditions (hereinafter, "Terms & Conditions"). By executing the Order Form, the Customer agrees to be bound by these Terms. 1. Definitions and Provisions Capitalized terms used in the “Agreement” have the meanings set forth in this section. "Active Term" means a term for which Customer has a current subscription for service
from
Paladin.
Active
Terms
become
“Inactive
Terms”
upon
the
completion
of
their
specified
period
and
may
be
partitioned
by
several
Implementation
Periods
which
are
limited
by
the
Term
End
Date
(e.g.,
If
the
contract
is
for
three
years,
the
active
term
shall
be
the
three
years,
and
each
year
shall
be
an
Implementation
Period).
"Add-Ons" means the addition of one or more Drone (e.g., M30, M30T, M350, etc.)
and/or
Drone
with
a
Docking
Station
under
the
Advanced
Package.
"Advanced Package" means one of three Package types that includes a Paladin issued
M30T
Drone,
or
similar,
fitted
with
an
EXT
Module
and
Docking
Station.
This
package
does
not
require
Client
to
provide
its
own
Drone.
This
is
the
top
package
and
includes
(1)
Set-Up
of
FAA
and
BVLOS
Compliance
Documents;
(2)
In-Person
Delivery,
Implementation,
and
Onboarding;
(3)
Unlimited
Training
&
Customer
Support;
and
(4)
Unlimited
Users
&
online
cloud
storage.
Upon
payment
of
the
initial
Implementation
Period
Client
will
own
the
provided
Drone,
and
EXT
module,
and
Docking
Station.
At
Client’s
option,
it
may
renew
its
term
and
add
Add-ons.
The
Watchtower
software
will
serve
the
hardware.
"Aggregated Statistics" means data and information related to Customer's use of
the
Services
that
are
used
by
Paladin
in
an
aggregate
and
anonymized
manner,
including
statistical
and
performance
information
related
to
the
Services
to
improve
its
products
and
services.
"Agreement" means, collectively and to the extent applicable the Paladin Order Form,
these
Terms
&
Conditions
(i.e.,
Exhibit
B),
Exhibit
A,
and
Exhibit
C,
and
any
other
Incorporated
Documents.
"Application Obligations" means, collectively, Customer's debt, and other financial
obligations
relevant
to
the
Application
Services.
"Application Services" means management and compliance software-as-a-service
application.
Generally,
this
refers
to
but
is
not
limited
to
the
Watchtower
software.
These
services
are
included
during
an
Active
Term.
588
"Appropriate Security Measures" means, collectively, commercially reasonable technical
and
physical
controls
and
safeguards
intended
to
protect
Customer
Data
against
destruction,
loss,
unauthorized
disclosure,
or
unauthorized
access
by
employees
or
contractors
employed
by
Paladin.
"Authorized User" means any of Customer's employees, consultants, contractors,
or
agents
who
are
authorized
by
Customer
to
access
and
use
any
of
the
Services.
Additionally,
any
user
of
the
provided
Software,
and/or
Equipment
with
the
explicit,
implicit,
or
tacit
authorization
of
Customer.
“ Confidential Information ” means any information in any form related to the Agreement,
disclosed
by
a
party
(the
“
Discloser
”),
or
disclosed
on
behalf
of
such
party
by
its
affiliates
or
representatives,
to
another
(the
“
Recipient
”),
including
without
limitation
any
trade
secrets,
technology,
technical
data,
source
code,
object
code,
software,
inventions,
know-how,
information
that
Discloser
considers
and
treats
as
confidential,
or
that
a
reasonable
person
would
believe
is
confidential
based
on
the
nature
of
the
information.
Confidential
Information
does
not
include
information
that
(i)
at
the
time
of
disclosure,
is
available
to
the
general
public,
(ii)
becomes
available
to
the
general
public
through
no
fault
of
Recipient,
(iii)
is
received
by
Recipient
at
any
time
from
a
third
party
without
breach
of
a
non-disclosure
or
confidentiality
obligation
to
Discloser,
(iv)
is
known
to
Recipient
at
the
time
of
disclosure,
as
demonstrated
by
documentary
evidence,
(v)
is
developed
independently
by
Recipient
without
access
to
any
of
Discloser’s
Confidential
Information,
or
(vi)
is
approved
for
disclosure
by
prior
written
permission
of
Disclosure
or
a
corporate
officer,
including
without
limitation
pursuant
to
the
terms
of
this
Agreement.
"Customer" means the person or entity purchasing the Services as identified in the Order
Form.
"Customer Data" means, other than Aggregated Statistics, information, data, and other
content,
in
any
form
or
medium,
that
is
transmitted
by
or
on
behalf
of
Customer
or
an
Authorized
User
through
the
Services.
"Customer Terms" means any terms or agreements provided by Customer and applicable
to
the
Services
but
only
to
the
extent
such
terms
or
agreements
are
expressly
referenced
and
incorporated
into
the
Order
Form,
and/or
as
contained
in
Exhibit
C.
For
the
avoidance
of
doubt,
"Customer
Terms"
does
not
include
any
purchase
order
or
similar
document
generated
by
Customer
unless
such
document
is
expressly
referenced
and
incorporated
into
the
Order
Form.
“Delivery Date” means the first day of delivery of the included equipment. “Delivery Point” means the location agreed by Parties to be where Customer shall receive
their
Equipment.
If
no
designation
is
made
then
the
default
delivery
point
shall
be
the
address
listed
on
the
Paladin
Purchase
Order
for
Customer.
“ Documentation ” means any documents, FAA certification and the documents and processes
required
for
the
acquisition
of
such,
training
materials,
information,
directions,
explanations,
or
material,
concerning
the
Equipment
and/or
the
Watchtower
Products,
whether
produced
by
or
for
Paladin,
for
the
use
of
the
Equipment
and/or
Watchtower
589
Software, in whatever form, and including without limitation the Specifications. Including, Paladin's
end
user
documentation
and
content,
regardless
of
media,
relating
to
the
Services
made
available
from
time
to
time
on
Paladin's
website
at
paladindrones.io.
"Drone" means an unmanned aerial vehicle (UAVs), and refers to Select Drone(s) by
Customer.
“ Drone as a Service Fee s” has the meaning set forth in Section 6 (Prices and Fees)
of
this
Agreement.
“Effective Date” means the date that the Agreement designates in its Terms as “Effective
Date”.
Refer
to
Exhibit
A
and
C.
If
no
Effective
Date
is
designated
by
the
Parties,
then
the
default
Effective
Date
is
the
date
Client
signed
the
Agreement
(i.e.,
Paladin
Purchase
Order
Form
and
Exhibit
B).
“Equipment” means (1) EXT Module; (2) Select Drone; and/or (3) Docking Station. "Fee" means an amount owed for services pursuant to the Agreement. "Feedback" means any comments, questions, suggestions, or similar feedback transmitted
in
any
manner
to
Paladin,
including
suggestions
relating
to
features,
functionality,
or
changes
to
the
Paladin
IP.
"Governing State" means the State of California.
"Government Entity" means any unit of state or local government, including states,
counties,
cities,
towns,
villages,
school
districts,
special
purpose
districts,
and
any
other
political
or
governmental
subdivisions
and
municipal
corporations,
and
any
agency,
authority,
board,
or
instrumentality
of
any
of
the
foregoing.
“Implementation Period” for a twelve (12) month period, with each such period beginning,
if
applicable,
on
the
Effective
Date
and
on
each
anniversary
of
the
Effective
Date
thereafter.
"Implementation Services" means the services provided to Customer during an Implementation
Period
(i.e.,
on
an
annual
basis
as
limited
by
the
Term
End
Date),
including
tailored
Customer
support,
instructions,
review
of
Application
Obligations,
and
entry
of
relevant
Customer
Data.
"Inactive Term" means any period that is not an Active Term and usually follows the
end
of
a
subscription
period
when
no
renewal
for
service
is
made
prior
to
the
end
of
that
Active
Term.
"Incorporated Documents" means, collectively, Exhibit A, Exhibit B, Exhibit C. "Initial Term" means the term of the services beginning on the Effective Date and 590
ending on the term End Date, as established in the Paladin Order Form ( see pg. 1, section
5 ).
“ Intellectual Property Rights ” means all intellectual property and proprietary rights
anywhere
in
the
world
under
the
laws
of
any
state,
country,
territory,
and/or
other
jurisdiction,
as
may
now
exist
or
hereafter
come
into
existence,
whether
statutory,
common
law,
or
otherwise,
including
without
limitation
any
and
all
patent
rights
(including
patent
applications
and
disclosures),
copyright
rights,
trade
secret
rights,
moral
rights,
know-how,
database
rights,
mask
work
rights,
rights
of
publicity,
Marks
(whether
registered
or
unregistered),
and
all
goodwill
relating
to
the
foregoing
and
any
and
all
applications
therefore
and
registrations,
renewals,
and
extensions
thereof.
“Mark”
means
any
trademark,
trade
name,
trade
dress,
service
mark,
corporate
name,
design,
logo,
device,
domain
name,
and/or
other
indicator
of
the
source
or
origin
of
any
product
or
service.
“Launch Package” means one of three Package types that includes a Paladin issued
M30
Drone
fitted
with
its
EXT
Module.
This
package
does
not
require
Client
to
provide
its
own
Drone.
This
is
the
middle
package
and
includes
(1)
Set-Up
of
FAA
and
BVLOS
Compliance
Documents;
(2)
In-Person
Delivery,
Implementation,
and
Onboarding;
(3) Unlimited Training & Customer Support; and (4) Unlimited Users & online cloud storage.
At
the
end
of
the
Agreement
Term
Client
will
own
the
provided
Drone
and
EXT
module
and
may
at
Client’s
option
renew
its
term
and
Add-Ons.
The
Watchtower
software
will
serve
the
hardware.
“Legal title” means unconditional ownership of a tangible asset. “Offer” means a conditional proposal made by a Party, which becomes legally binding
if
accepted
by
the
offeree.
"Onboarding Services" means onboarding services, support, and training as required
to
make
the
Application
Services
available
to
the
Customer
during
the
service
Term.
"Order Form" means (1) the order document executed and delivered by Paladin and
Customer
for
the
Initial
Term
or
(2)
to
the
extent
applicable,
any
subsequent
Order
Form
document
executed
and
delivered
by
Paladin
and
Customer
for
any
Renewal
Term.
"Package Type" means the selected package by Customer to facilitate its Drones. Customer may select from the following packages: Turn-Key, Launch, or Advanced. "Paladin" means Paladin Drones Inc., d/b/a Paladin, a Delaware corporation, and its
permitted
successor
and
assigns.
"Paladin IP" means (1) the Services, Documentation, and Feedback, including all ideas,
concepts,
discoveries,
strategies,
analyses,
research,
developments,
improvements,
data,
materials,
products,
documents,
works
of
authorship,
processes,
procedures,
designs,
techniques,
inventions,
and
other
intellectual
property,
whether
or
not
patentable
or
copyrightable,
and
all
embodiments
and
derivative
works
of
each
of
the
foregoing
in
any
form
and
media,
that
are
developed,
generated
or
produced
by
Paladin
591
arising from or related to the Services, Documentation, or Feedback; and (2) any
592
intellectual property provided to Customer or any Authorized User in connection with the foregoing
other
than
Customer
Data.
“ Paladin Order Form ” means the document named Paladin Order Form, and incorporated
into
these
terms
herein
by
reference,
and
which
when
executed
by
both
parties
hereto,
shall
form
a
part
of
Party’s
Agreement
and
Parties
agree
to
be
subject
to
its
terms.
"Privacy Policy" means, collectively, Paladin's privacy policy and any similar data policies
generally
applicable
to
all
users
of
the
Application
Services,
in
each
case
as
posted
to
Paladin's
website,
in
general,
and
as
updated
from
time
to
time
in
accordance
with their terms found at https://paladindrones.io/privacy-policy/. “Provided Software” means any software which Paladin has made available by any
means
to
Customer.
Generally
this
refers
to
but
is
not
limited
to
the
Watchtower
software.
"Regular Use" means in accordance with the terms of this Agreement, autonomous flight
and
manual
control
of
the
drone
through
Paladin’s
Watchtower
Software
"Renewal Agreement" means an Agreement that follows or extends a former Agreement
for
the
purpose
of
extending
or
maintaining
a
service
with
Paladin.
"Renewal Term" means any Active Term that is renewed subject to the terms of an Agreement,
or
Renewal
Agreement
but
prior
to
becoming
an
Inactive
Term.
“ Section number (#)” means any section within this document that is referenced to with
its
section
number
and/or
subsection
(e.g.,
where
a
section
refers
to
section
3,
then
this
means
that
the
terms
in
section
3 are
to
be
read
to
have
been
replicated
in
that
referencing
section).
"Services" means, collectively, the Application Services, the Onboarding Services, the
Implementation
Services,
and
the
Support
Services.
“ Select Drones ” means Drones that are offered based on the selected Package Type.
Not
all
Drones
are
available
for
each
package.
“ Specifications ” means those standards by which the Equipment and Watchtower Products
must
be
operated,
as
set
forth
in
Schedule
C
attached
hereto
and
incorporated
herein
by
reference.
"Support Services" means the general maintenance services and technical support
provided
in
connection
with
the
Application.
"Term" means, collectively, the Initial Term and, if applicable, each successive Renewal
Term.
“ Final Term End Date ” means, the date no Renewal Term or Implementation Period
shall
proceed
the
last
Active
Term
and
the
Services
will
terminate.
593
"Turn-Key Package" means one of three Package types that allows Customer to
594
bring their own Drone that is compatible with Paladin’s EXT Module. This package is serviced
by
Paladin’s
Watchtower
Software.
This
is
the
basic
package
and
includes
(1)
Set-Up
of
FAA
and
BVLOS
Compliance
Documents;
(2)
In-Person
Delivery,
Implementation,
and
Onboarding;
(3)
Unlimited
Training
&
Customer
Support;
and
(4)
Unlimited
Users
&
online
cloud
storage.
“Unlimited Warranty” means during the life of the contract Paladin will repair, or replace,
any
provided
equipment
that
is
acquired
under
either
the
Launch
Package
and
Advanced
Package.
These
warranties
are
applicable
only
when
Customer
has
used
products
in
accordance
with
the
terms
of
this
agreement.
“User-error” means, while any Select Drone is being operated by a Pilot in Command
(PIC)
the
Drone
sustains
damage
as
a
result
of
the
PIC’s
direct
control.
"Usage Policy" means, collectively, Paladin's acceptable usage policy, any end user
licensing
agreement,
or
any
similar
policy
generally
applicable
to
all
end
users
accessing
the
Application
Services,
in
each
case
as
posted
to
Paladin's
website
and
as
updated
from
time
to
time
in
accordance
with
its
terms.
“ Watchtower Products ” means the Watchtower Software. “ Watchtower Software ” means the primary software licensed to allow users to interface
with
Select
Drone(s),
commission
flight,
develop,
retain,
and
store
data
and
reports
for
Parties
analysis,
view
the
live
stream,
and
send
commands
to
the
drone
during
active
situations.
“ Website ” means the websites of Paladin Drones, Inc., the primary web page URL of which is https://paladindrones.io/. 2. Access and Use. a. Provision of Access . Subject to the terms and conditions of the Agreement, Paladin
grants
Customer
and
Customer's
Authorized
Users
a
non-exclusive,
non-transferable
(except
as
permitted
by
this
Agreement)
right
to
access
and
use
the
Application
Services
during
the
Term,
solely
for
Customer's
internal
use
and
for
the
Authorized
Users'
use
in
accordance
with
the
Agreement.
Paladin
will
provide
to
Customer
the
necessary
passwords
and
network
links
or
connections
to
allow
Customer
to
access
the
Application
Services.
Paladin
agrees
to
provide
instructions
to
the
Customer,
employees,
agents,
and
related
entities
bound
under
the
Agreement,
to
maintain
the
airworthiness
of
its
drone(s)
so
that
it
is
in
a
condition
that
is
ready
for
service.
Paladin
will
instruct
Customer
how
to
maintain
all
proper
licensing
and
registration
for
itself
and
the
drones
so
that
they
can
legally
be
used
for
Customer’s
purposes
when
called
upon.
b. Documentation License . Subject to the terms and conditions of the Agreement,
Paladin
grants
to
Customer
and
Customer's
Authorized
Users
a
non-exclusive,
non-sublicensable,
non-transferable
(except
as
permitted
by
these
Terms)
license
to
use
the
Documentation
during
the
Term
solely
for
Customer's
and
its
595
Authorized User's internal business purposes. Paladin does not exercise any control over the
Drone
or
equipment
596
when it is in flight and Customer while using any features in the Documentation is the sole
operator
controlling
the
Drone,
and
or
equipment.
c. Customer Responsibilities . Customer is responsible and solely liable for its Authorized
Users'
access
and
use
of
the
Services
and
Documentation,
regardless
of
whether
such
use
is
permitted
by
the
Agreement.
Customer
must
use
reasonable
efforts
to
make
all
Authorized
Users
aware
of
the
provisions
applicable
to
their
use
of
the
Services,
including
the
Incorporated
Documents.
d. Use Restrictions . Customer may not at any time, directly or indirectly through
any
Authorized
User,
access
or
use
the
Services
in
violation
of
the
Usage
Policies,
including
any
attempt
to
(1)
copy,
modify,
or
create
derivative
works
of
the
Services
or
Documentation,
in
whole
or
in
part;
(2)
sell,
license,
or
otherwise
transfer
or
make
available
the
Services
or
Documentation
except
as
expressly
permitted
by
the
Agreement;
or
(3)
reverse
engineer,
disassemble,
decompile,
decode,
or
otherwise
attempt
to
derive
or
gain
access
to
any
software
component
of
the
Services,
in
whole
or
in
part.
During
the
Term
hereof,
Customer
shall
not
use
the
Equipment,
Watchtower
Products,
and/or
Documentation
for
any
purposes
except
as
set
forth
in
this
Agreement.
Without
limiting
the
foregoing
and
except
as
otherwise
expressly
set
forth
in
this
Agreement,
Customer
shall
not
at
any
time,
directly
or
indirectly:
(i)
copy,
modify,
or
create
derivative
works
of
the
Watchtower
Products
and/or
Documentation,
in
whole
or
in
part;
(ii)
rent,
lease,
lend,
sell,
sublicense,
assign,
distribute,
publish,
transfer,
or
otherwise
make
available
the
Watchtower
Products
and/or
Documentation;
(iii)
reverse
engineer,
disassemble,
decompile,
decode,
adapt,
or
otherwise
attempt
to
derive
or
gain
access
to
the
source
code
of
the
Watchtower
Products
and/or
Documentation,
in
whole
or
in
part;
(iv)
reverse
engineer,
disassemble,
or
gain
access
to
the
interior
components
of
the
Watchtower
Products
and/or
Documentation;
(v)
remove
any
proprietary
notices
from
the
Watchtower
Products
and/or
Documentation;
or
(vi)
use
the
Watchtower
Products
and/or
Documentation
in
any
manner
or
for
any
purpose
that
infringes,
misappropriates,
or
otherwise
violates
any
Intellectual
Property
Right
or
other
right
of
any
person,
or
entity,
or
that
violates
any
applicable
law.
The
Customer
is
responsible
and
liable
for
all
uses
of
the
Watchtower
Products
and/or
Documentation
resulting
from
access
provided
by
Customer,
directly
or
indirectly,
whether
such
access
or
use
is
permitted
by
or
in
violation
of
this
Agreement.
Without
limiting
the
generality
of
the
foregoing,
Customer
is
responsible
for
all
acts
and
omissions
of
Authorized
Users,
and
any
act
or
omission
by
an
Authorized
User
that
would
constitute
a
breach
of
this
Agreement
if
taken
by
Customer
will
be
deemed
a
breach
of
this
Agreement
by
Customer.
e. Protection of Equipment Trade Secrets . Customer acknowledges and agrees that the design, construction, and internal components, and other elements, of the Equipment
provided
under
this
Agreement
are
Confidential
Information
(and
may
include
valuable
trade
secrets)
and,
as
such,
is
protected
under
the
terms
of
this
Agreement.
Customer
agrees
that
any
Disclosure
of
such
would
cause
Paladin
irreparable
injury
and
damage
without
a
need
to
prove
the
same.
To
ensure
the
protection
of
such
information,
Customer
acknowledges
its
duty
to
implement
reasonable
precautions
not
to—
open
or
disassemble
the
Equipment,
nor
any
piece
or
component
thereof,
nor
to
otherwise
investigate
the
internal
components
and
operations
of
any
of
the
Equipment.
Customer
agrees
to
use
reasonable
precautions
to
protect
the
Equipment
from
theft,
inspection,
597
investigation, discovery of the Equipment’s components, design, construction, and/or other
598
elements, and any unauthorized use. f. Suspension. Notwithstanding anything to the contrary in the Agreement, Paladin may
temporarily
suspend
Customer's
and
any
Authorized
User's
access
to
any
or
all
the
Services
if:
(1) Customer is more than 45 days late in satisfying: All Application Obligations;
Fees
then
due,
or
in
accordance
with,
the
terms
of
the
Agreement.
(2) Paladin reasonably determines that: (A) there is a threat or attack on any of the Paladin IP; (B) Customer's or any Authorized User's use of the Paladin IP disrupts or
poses
a
security
risk
to
the
Paladin
IP
or
to
any
other
customer
or
vendor
of
Paladin;
(C) Customer, or any Authorized User, is using the Paladin IP for fraudulent
or
illegal
activities;
or
(D) Paladin's provision of the Services to Customer or any Authorized User
is
prohibited
by
applicable
law.
(3) Any vendor of Paladin has suspended or terminated Paladin's access to or use
of
any
third-party
services
or
products
required
to
enable
Customer
to
access
the
Services
(i.e.,
"Service
Suspension").
Paladin
will
use
commercially
reasonable
efforts
to–
(i) provide written notice of any Service Suspension to Customer, (ii) provide updates regarding resumption of access to the Services, and (iii) resume providing access to the Services as soon as reasonably possible
after
the
event
giving
rise
to
the
Service
Suspension
is
cured.
Paladin
is
not
liable
for
any
damage,
losses,
or
any
other
consequences
that
Customer
or
any
Authorized
User
may
incur
because
of
a
Service
Suspension.
g. Aggregated Statistics . Notwithstanding anything to the contrary in the Agreement,
Paladin
may
monitor
Customer's
use
of
the
Services
and
collect
and
compile
Aggregated
Statistics.
As
between
Paladin
and
Customer,
all
right,
title,
and
interest
in
Aggregated
Statistics,
and
all
intellectual
property
rights
therein,
belong
to
and
are
retained
solely
by
Paladin.
Paladin
may
compile
Aggregated
Statistics
based
on
Customer
Data
input
into
the
Services.
Paladin
may
(1)
make
Aggregated
Statistics
publicly
available
in
compliance
with
applicable
law,
and
(2)
use
Aggregated
Statistics
as
permitted
under
applicable
law
so
long
as,
in
each
case,
Paladin's
use
of
any
Aggregated
Statistics
does
not
identify
the
Customer
or
disclose
Customer's
Confidential
Information.
3. Service Levels and Support . Subject to the terms and conditions of the Agreement,
Paladin
will
use
commercially
reasonable
efforts
to
make
the
Application
Services
and
Support
Services
available.
Paladin
will
assist
Customer
in
applying
for
FAA
BVLOS
waivers
and
instruct
Customer
to
operate
equipment
in
a
legal
manner.
Paladin
will
start
with
one
deployment
location
at
a
time
and
continue
progressively
until
the
agreed
upon
number
of
deployment
locations
for
all
UAS.
In
an
effort
to
aid
in
Paladin’s
599
BVLOS process,
600
Paladin will provide training materials to the Customer which may enable it to self certify employees
as
Visual
Observers
(VOs).
Paladin
will
provide
training
to
officers
on
how
to
access
and
utilize
the
Paladin
Watchtower
in
a
“train
the
trainer”
model.
Paladin will teach Customer how to dispatch the Hardware using the Software to emergency
calls.
Customer
warrants
that
only
personnel
authorized
by
Customer
may
have
access
to
the
Live
Stream
from
the
drone.
Customer
will
be
taught
on
how
to
use
Paladin’s
software
to
view
and
stream
on
any
compatible
internet-connected
device.
Paladin
will
apply
for
Certificates
of
Authorization
(i.e.,
“COA”)
from
the
FAA
on
behalf
of
Customer
and
provide
related
training.
Customer
understands
that
Paladin
will
not
provide
FAA,
Part
107,
training.
Customer
agrees
that
only
Authorized
personnel
who
have
undertaken
training
from
Paladin
may
have
access
to
the
Paladin
Watchtower
software,
which
can
convey
the
status
of
the
drone,
and
how
to
tell
the
drone
to
conduct
additional
maneuvers
if
needed.
All
operations
will
be
conducted
by
a
Pilot
in
Command
(PIC),
who
may
be
an
FAA-certified
pilot,
and
have
manual
override
control
of
the
drone
to
prevent
malfunctions.
Customer
will
provide
the
PICs
needed
to
sustain
this
program.
Paladin’s training shall consist of: : 1. Showing how to access Watchtower on their respective internet devices. 2. Showing how to view a live stream through the application. 3. Showing how to control the drone using the application. 4. Showing how to report problems if they come across them on the application.
5. After the initial training, and upon the written request of the Customer, Paladin
will
schedule
a
training
course
for
new
hires
and
to
aid
in
maintaining
Customer’s
FAA
compliance.
a. Paladin will provide training for the Customer to use the Equipment.
This
training
will
consist
of:
1. Going over the maintenance list for the drone, and how to maintain airworthiness.
2. Teaching how to fly the drone autonomously using Watchtower. 3. Teaching how to fly the drone manually using the remote control. 4. Teaching how to fly the drone via LTE. 5. Teaching how to attach, detach, activate, deactivate, the LTE module that attaches
to
the
drone
and
gives
it
LTE
capabilities.
4. Fees and Payment . a. Fees . Customer will pay Paladin the fees ("Fees") set forth in the Order Form.
Paladin
will
invoice
Customer
for
all
Fees
in
accordance
with
the
invoicing
schedule
and
requirements
set
forth
in
the
Agreement
(e.g.,
Exhibit
A).
Customer
must
pay
all
Fees
in
US
dollars,
and
all
Fees
are
fully
earned
once
paid.
To
the
extent
permitted
by
applicable
law,
if
Customer
fails
to
make
any
undisputed
payment
when
due,
Paladin
may,
without
limiting
any
of
its
other
rights,
after
a
five
(5)
day
grace
period,
charge
interest
on
the
past
due
amount
at
the
lowest
of
(1)
the
rate
of
5%
per
month,
(2)
the
rate
established
in
Exhibit
C,
or
(3)
the
maximum
rate
permitted
under
applicable
law.
Customer
agrees
to
reimburse
Paladin
for
all
costs
incurred
in
collecting
any
undisputed
late
payments,
including,
without
limitation,
reasonable
attorneys'
fees.
601
b. NET 30 : PAYMENT IS DUE WITHIN 30 DAYS OF THE PALADIN ORDER FORM’S EFFECTIVE DATE . The set-up process for all services and software begins upon
receipt
of
the
(1)
signed
Agreement
(e.g.,
Paladin
Purchase
Order)
and
(2)
the
receipt
of
payment.
If
applicable,
payment
must
include
any
Add-On(s)
(i.e.,
physical
equipment)
purchased
by
Customer.
Refunds
are
strictly
waived
by
Client
and
agree
that
all
sales
are
final.
Client
has
the
option
to
upgrade
a
Package
Type
at
the
end
of
any
12 month
term,
during
an
Active
Term.
If
an
upgrade
is
requested
Parties
must
resign
a
new
Agreement
(i.e.,
Paladin
Order
Form).
Payment
is
due
according
to
the
terms
of
the
Agreement
every
12 months
from
the
Effective
Date.
c. Taxes . All Fees and other amounts payable by Customer under the Agreement
are
exclusive
of
taxes
and
similar
assessments.
Unless
Customer
is
exempt
from
making
any
such
payment
under
applicable
law
or
regulation,
Customer
is
responsible
for
all
applicable
sales,
use,
and
excise
taxes,
and
any
other
similar
taxes,
duties,
and
charges
of
any
kind
imposed
by
any
federal,
state,
or
local
governmental
or
regulatory
authority
on
any
amounts
payable
by
Customer
under
the
Agreement,
other
than
any
taxes
imposed
on
Paladin's
income.
If
Customer
is
a
non-government
entity,
the
Agreement
Price
(e.g.,
Exhibit
A
and
C)
will
designate
the
total
tax
owed.
Client
agrees
to
be
solely
responsible
for
any
tax
obligations
relating
to
its
purchase,
and
if
any
errors
are
discovered
or
later
calculated,
Client
agrees
to
cure
any
tax
obligations
as
soon
as
practicable.
5. Equipment Provided to Customer a. Conditional Ownership . Paladin offers to sell to Customer a service Package
Type.
Based
on
the
selection
made
by
Customer,
Paladin
shall
grant
an
(1)
EXT
Module;
(2) Select unmanned Drone; and/or (3) Docking Station. In the event Customer selects Add-Ons,
they
will
be
granted
by
Paladin
and
Legal
Title
shall
pass
to
the
Customer
upon
full
payment
of
the
Initial
Term.
b. Pricing : Paladin’s Order Form shall designate the offered price for services described
in
its
Exhibit
A
(i.e.,
part
of
its
Incorporated
Documents).
c. Batteries: Each year, as specified in the Paladin Order Form, Customer shall be entitled
to
a
designated
number
of
batteries
compatible
with
their
Drone.
These
batteries
are
included
at
no
additional
charge;
however,
customer
shall
have
the
option
to
purchase
extra
batteries.
d. Repairs: Paladin warranties the repairs of Equipment it provides to the Customer,
so
long
as
the
Equipment’s
use
was
in
accordance
with
this
Agreement,
and
in
the
event
of
Equipment
damage,
such
damage
is
not
caused
by
a
3 rd
party
regardless
of
if
the
act
was
intentional
or
accidental,
or
Client’s
user-error
and/or
negligence.
Autonomous
flight
in
accordance
with
the
proper
use
of
the
Watchtower
software
even
if
resulting
in
Equipment
damage
will
be
replaced
at
no
cost
to
Client.
e. Delivery . Paladin shall make the Equipment available to Customer at Customer’s
address
set
forth
in
the
Paladin
Order
Form.
Transportation
and
use
of
the
Equipment
after
delivery
at
the
Delivery
Point,
shall
be
entirely
at
Customer's
own
risk
and
expense.
If
Customer
disassembles
the
Equipment
to
facilitate
transportation,
Paladin
shall
bear
no
responsibility
for
reassembly
of
the
Equipment
or
any
related
602
defects. If for any reason Customer fails to accept delivery of the Equipment by the date fixed
in
the
603
Agreement or pursuant to Paladin's notice that the Equipment is available at the Delivery Point,
or
if
Paladin
is
unable
to
make
the
Equipment
available
at
the
Delivery
Point
within
a
reasonable
time
after
the
Delivery
Date
owing
to
any
act
or
omission
of
Customer
or
its
representatives,
including
without
limitation
the
failure
to
provide
appropriate
access
to
Delivery
point,
facilitation
to
access
Delivery
point,
instructions,
documents,
licenses,
access,
clearance
and/or
authorizations:
(i)
Customer
shall
bear
the
risk
of
loss
to
the
Equipment;
(ii)
the
Equipment
shall
be
deemed
to
have
been
delivered;
and
(iii)
Paladin,
at
its
option,
may
store
the
Equipment
until
collected
by
Customer,
whereupon
Customer
shall
be
liable
for
all
related
costs
and
expenses
(including,
without
limitation,
storage
and
insurance).
6. Loss And Damage Of Equipment a. Customer assumes and shall bear the entire risk of loss, damage to, theft or destruction
of
equipment,
from
any
cause.
LOSS
OR
DAMAGE
TO
THE
EQUIPMENT,
OR
ANY
PART
OF
IT,
SHALL
NOT
RELIEVE
CUSTOMER
OF
ANY OBLIGATION UNDER THIS AGREEMENT. The customer’s obligations with
respect
to
the
aforementioned
shall
commence
upon
delivery
of
the
equipment.
b. Customer agrees to immediately notify Paladin of any accident or event of loss or
damage
involving
the
Equipment.
The
notification
shall
include
any
information
as
may
be
pertinent
to
Paladin's
investigation
of
such
accident,
loss,
or
damage,
or
which
Customer
may
reasonably
require.
c. Subject to Section 2 supra and in accordance with the terms in Section 9, infra,
Paladin
offers
repairs
and
replacements
to
Customer’s
equipment
that
was
purchased
from
Paladin
and
at
the
time
of
equipment
failure
had
an
Active
Term
under
the
Launch
package
or
Advanced
package.
7. Confidential Information a. During any Active Term, either party (the "Disclosing Party") may disclose or
make
available
to
the
other
party
(the
"Receiving
Party")
information
about
the
Disclosing
Party's
business
affairs,
products,
confidential
intellectual
property,
trade
secrets,
third-party
confidential
information,
and
other
sensitive
or
proprietary
information,
whether
in
written,
electronic,
or
other
form
or
media,
that
is
marked,
designated,
or
otherwise
identified
as
"confidential",
or
which
a
reasonable
person
would
understand
to
be
confidential
or
proprietary
under
the
circumstances
(collectively,
"Confidential
Information").
Paladin's
Confidential
information
includes
the
Paladin
IP
and
the
Application
Services
source
code
and
specifications.
As
used
in
the
Agreement,
"Confidential
Information"
expressly
excludes
any
information
that,
at
the
time
of
disclosure
is
(1)
in
the
public
domain;
(2)
known
to
the
receiving
party
at
the
time
of
disclosure;
(3)
rightfully
obtained
by
the
Receiving
Party
on
a
non-confidential
basis
from
a
third
party;
or
(4) independently developed by the Receiving Party. b. To the extent permitted by applicable law, the Receiving Party will hold the Disclosing
Party's
Confidential
Information
in
strict
confidence
and
may
not
disclose
the
Disclosing
Party's
Confidential
Information
to
any
person
or
entity,
except
to
the
604
Receiving Party's employees, officers, directors, agents, subcontractors, financial advisors,
and
605
attorneys who have a need to know the Confidential Information for the Receiving Party to
exercise
its
rights
or
perform
its
obligations
under
the
Agreement
or
otherwise
in
connection
with
the
Paladin’s
Services
and
internal
operations.
Notwithstanding
the
foregoing,
each
party
may
disclose
Confidential
Information
to
the
limited
extent
required
(1)
in
order
to
comply
with
the
order
of
a
court
or
other
governmental
body,
or
as
otherwise
necessary
to
comply
with
applicable
law,
provided
that
the
party
making
the
disclosure
pursuant
to
the
order
must
first
give
written
notice
to
the
other
party;
or
(2)
to
establish
a
party's
rights
under
the
Agreement,
including
to
make
required
court
filings.
c. On the expiration or termination of the Agreement, the Receiving Party must promptly
return
to
the
Disclosing
Party
all
copies
of
the
Disclosing
Party's
Confidential
Information,
or
destroy
all
such
copies
and,
on
the
Disclosing
Party's
request,
certify
in
writing
to
the
Disclosing
Party
that
such
Confidential
Information
has
been
destroyed.
Notwithstanding
anything
to
the
contrary
in
section
seven
(7),
Paladin
may
store,
collect,
analyze,
and
make
unrestricted
use
of
any
data
on
its
platform
for
the
improvement
of
its
services,
customer
support,
and
in
accordance
with
meeting
its
obligations
under
this
Agreement
and
under
section
eight
(8)(b).
d. Each party's obligations under this Section are effective as of the Effective Date
and
will
expire
three
years
from
the
Effective
date
of
the
Agreement;
provided,
however,
with
respect
to
any
Confidential
Information
that
constitutes
a
trade
secret
(as
determined
under
applicable
law),
such
obligations
of
non-disclosure
will
survive
the
termination
or
expiration
of
the
Agreement
indefinitely.
e. Notwithstanding anything in Section seven (7) to the contrary, if Customer is
a
Government
Entity,
then
Paladin
expressly
agrees
and
understands
that
Customer's
obligations
under
this
Section
are
subject
in
all
respects
to,
and
only
enforceable
to
the
extent
permitted
by,
the
public
records
laws,
policies,
and
regulations
of
the
Governing
State.
f. Mutual Restrictions . Recipient shall use Discloser’s Confidential Information only
for
the
purposes
of
this
Agreement
(the
“
Purpose
”).
Except
as
permitted
in
this
Agreement,
Recipient
shall
not
disclose
to
any
third
party
any
of
Discloser’s
Confidential
Information
that
is
obtained
directly
or
indirectly
from
Discloser
or
its
affiliates
or
representatives.
Recipient
may
only
disclose
the
Confidential
Information
of
Discloser
to
its
representatives
who
are
required
to
have
it
to
further
the
Parties’
purpose
and/or
obligations
herein.
Recipient
must
inform
any
such
representative
of
the
confidential
nature
of
the
information
and
cause
the
representative
to
comply
with
the
terms
of
this
Agreement
as
if
it
were
the
Recipient,
and
Recipient
will
be
liable
for
any
breach
of
this
Agreement
by
any
such
representative,
agent,
or
delegatee.
Recipient
will
exercise
the
highest
degree
of
care
toward
the
Confidential
Information.
Recipient
agrees
to
take
all
reasonable
steps
to
protect
the
secrecy
of,
and
avoid
disclosure
or
use
of,
the
Discloser’s
Confidential
Information
in
order
to
prevent
it
from
falling
into
the
public
domain
or
possession
of
unauthorized
persons.
Recipient
agrees
to
immediately
notify
Discloser
in
writing
of
any
use
and/or
disclosure
in
violation
of
this
Agreement.
Each
party,
however,
may
disclose
Confidential
Information
of
the
other
pursuant
to
the
order
or
requirement
of
a
court,
federal
agency,
or
other
governmental
body,
provided
that
the
disclosing
party
gives
reasonable
notice
to
the
other
party
to
contest
such
order
or
requirement.
Recipient
606
agrees and
607
acknowledges that any such breach or threatened breach of these terms of confidentiality may
cause
irreparable
injury
to
Discloser
so
that,
in
addition
to
any
other
remedies
available,
Discloser
may
seek
injunctive
relief
against
the
threatened
or
actual
breach.
Without
limiting
the
generality
of
the
foregoing,
Customer
shall
continue
to
protect
the
Confidential
Information
of
Paladin
in
perpetuity,
as
it
relates
to
trade
secrets
contained
in
the
Equipment
and/or
Watchtower
Products.
8. Intellectual Property a. Paladin IP . As between Customer and Paladin, Paladin owns all Paladin IP:
rights,
title,
and
interest.
b. Customer Data . As between Parties, Customer owns all right, title, and interest,
including
all
intellectual
property
rights,
in
and
to
the
Customer
Data.
Customer
hereby
grants
to
Paladin
a
non-exclusive,
royalty-free,
worldwide
license
to
reproduce,
distribute,
sublicense,
modify,
prepare
derivative
works
based
on,
and
otherwise
use
and
display
the
Customer
Data
and
perform
all
acts
with
respect
to
the
Customer
Data
as
may
be
necessary
or
appropriate
for
Paladin
to
improve
its
Services
and
provide
the
Services
to
Customer.
c. Customer acknowledges and agrees that Paladin and its licensors and suppliers retain
and
own
all
rights,
legal
title,
and
interests
in
and
to
all
Intellectual
Property
Rights
therein
of
the
following:
(i)
the
Paladin
Website,
Watchtower
Products,
Watchtower
Software,
Watchtower
Website
Portal,
Paladin
Services,
and
any
and
all
other
services
and
products
related
thereto;
(ii)
the
components
and
any
and
all
other
materials,
content,
data
and/or
information
provided
and/or
made
available
by
Watchtower
in
connection
with
any
of
the
foregoing
(but
excluding
content
and/or
data
provided
exclusively
by
Customer
and
Equipment
purchased
by
Customer);
all
know-how
and
proprietary
design
and
configuration
of
the
Equipment;
and
(iii)
any
and
all
configurations,
derivative
works,
developments,
modifications,
adaptations,
changes,
alterations,
edits,
conversions,
improvements
and/or
the
like
made
to,
arising
out
of,
and/or
resulting
from
any
of
the
foregoing.
All
rights
not
expressly
granted
under
this
Agreement,
are
reserved
to
Paladin
and
its
licensors
and
suppliers,
and
there
are
no
implied
rights.
Under
no
circumstances
will
anything
in
this
Agreement
be
construed
as
granting,
by
implication,
estoppel,
or
otherwise,
a
right
or
license
to
any
party’s
Intellectual
Property
Rights
or
proprietary
technology
other
than
in
strict
accordance
with
the
terms
of
this
Agreement.
Customers,
its
Authorized
Users,
and
all
other
Users
acknowledge
and
agree
that
Paladin
and
its
licensors,
suppliers,
vendors,
and/or
its
third
party
vendors
shall
own
all
right,
title,
and
interest
in
and
to
all
Intellectual
Property
Rights
in
and
to
any
suggestions,
enhancement
requests,
feedback,
or
recommendations
provided
by
Customers,
Authorized
Users,
and/or
all
other
Users
relating
to
the
Watchtower
Products,
and
Paladin
Services,
without
any
limitations,
restrictions,
and/or
requirement
of
compensation,
including without
limitation
all
unpatented
inventions,
patent
applications,
patents,
design
rights,
copyrights,
Marks,
know-how,
and
other
trade
secret
rights,
and
all
other
Intellectual
Property
Rights,
derivatives
or
improvements
thereof.
d. Effect of Termination. Without limiting either party's obligations this Agreement,
Paladin,
at
no
further
charge
to
Customer,
will
(1)
provide
Customer
with
temporary
access
to
the
Application
Services
for
up
to
60 days
after
the
termination
of
the
608
Agreement to permit Customer to retrieve its Customer Data and (2) use commercially reasonable
efforts
to
assist
Customer,
at
Customer's
request,
with
such
retrieval.
After
such
a
period,
Paladin
may
destroy
any
Customer
Data
in
accordance
with
Paladin's
data
retention
policies.
9. Warranties & Disclaimers. a. When Customer is engaging in Regular Use through the Watchtower Software,
Paladin
shall:
(A)
provide
all
three
packages
(i.e.,
Turn-key,
Launch,
and
Advanced)
unlimited
updates
and
repairs
of
their
EXT
Module
and
Watchtower
software
during
any
Active
Term;
(B)
provide
unlimited
repairs
to
the
M30T
drone
and
provide
replacement
parts
and
related
instructions
for
any
wear
and
tear
on
propellers
and
batteries;
and
(C)
provide
to
Customers
who
selected
the
Advanced
Package
unlimited
repairs
to
their
Docking
station.
b. Notwithstanding the aforementioned, no maintenance or repairs shall be provided
in
the
event
of
non-regular
use,
intentional
damage,
third-party
damage,
or
when
Paladin’s
insurance
provider(s)
for
any
reason
declines
to
cover
the
claim.
However,
despite
the
aforementioned,
Paladin
will
reserve
the
discretion
to
make
repairs
despite
noncoverage.
c. Functionality & Service Levels . During the Term, the Application Services will
operate
in
a
manner
consistent
with
general
industry
standards
reasonably
applicable
to
the
provision
of
the
Application
Services
and
will
conform
in
all
material
respects
to
the
Documentation.
Paladin
does
not
make
any
representation,
warranty,
or
guarantee
regarding
availability
of
the
Application
Services.
d. Paladin warrants upon delivery, that at a minimum, all drones are maintained
and
operated
in
material
accordance
with:
1. All applicable manuals inclusive but not limited to the manufacturers and operators’
maintenance
manuals;
2. Mandatory Advisory Circulars or other Airworthiness Directives issued by the
FAA;
3. The manufacturer’s airworthiness limitations; 4. Manufacturer or FAA mandated inspection schedules, overhaul schedules, and
calendar
retirement
dates;
and
5. Service Bulletins. e. Customer Warrants and is solely responsible for ensuring that all crew, including
pilot
in
command,
visual
observer,
sensor
or
payload
operator,
or
other
persons
necessary
for
the
safe
operation
of
the
flight
have
the
qualifications,
experience,
licenses,
and
certificates
required
by
applicable
Federal
Aviation
Administration
regulations
and
that
all
have
the
necessary
skill
required
to
perform
their
duties.
f. IN ORDER TO BE IN COMPLIANCE WITH THIS AGREEMENT’S TERMS OF USE,
CUSTOMER
MUST:
i. PER FAA REGULATIONS, A MINIMUM OF ONE PILOT IS REQUIRED TO
OPERATE
EACH
DRONE.
ii. WORK WITH PALADIN TO GET BVLOS WAIVERS FOR THE
CUSTOMER
TO
FULLY
USE
PALADIN’S
PRODUCT
AND
SERVICES.
609
iii. TRAIN CUSTOMER TO BE VO’S SO THAT THE CUSTOMER CAN HAVE
FAA-COMPLIANT
AND
SAFE
BVLOS
OPERATIONS.
iv. IF CUSTOMER CONNECTS PALADIN’S SOFTWARE TO THEIR
COMPUTER
AIDED
DISPATCH
(CAD)
SYSTEM
OR
THIRD
PARTY
INTEGRATION
SOFTWARE
(i.e.,
NON-PALADIN
APPLICATION
PROGRAM
INTERFACE
“API”),
PALADIN
SHALL
NOT
BE
LIABLE
FOR
ANY
RELATED
COSTS
AND
CUSTOMER
WILL
PROVIDE
ACCESS
TO
SAID
CAD
SYSTEM
OR
API.
PALADIN
SHALL
NOT
BE
LIABLE
FOR
ANY
RELATED
COSTS
AND
CUSTOMER
WILL
PROVIDE
ACCESS
AT
NO
COST
TO
PALADIN
AND
FURTHER
GRANTS
A
LICENSE
TO
PALADIN
TO
USE
ANY
CONNECTED
API
OR
CAD
SYSTEM
TO
RETRIEVE
LATITUDE,
LONGITUDE,
AND
OTHER
INFORMATION
ABOUT
911
CALLS
AS
THEY
ARE
PLACED.
v. PALADIN WILL PROVIDE THEIR WATCHTOWER INTERFACE TO
COMMAND
THE
EQUIPMENT
AND
ALLOW
AUTHORIZED
USERS
TO
ACCESS
CONTROLS.
g. Security . Paladin has implemented Appropriate Security Measures and has made
commercially
reasonable
efforts
to
ensure
its
licensors
and
hosting
providers,
as
the
case
may
be,
have
implemented
Appropriate
Security
Measures
intended
to
protect
Customer
Data.
h. Paladin IP. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS
SECTION,
PALADIN
IP
IS
PROVIDED
"AS
IS,"
AND
PALADIN
HEREBY
DISCLAIMS
ALL
WARRANTIES,
WHETHER
EXPRESS,
IMPLIED,
STATUTORY,
OR
OTHERWISE.
PALADIN
SPECIFICALLY
DISCLAIMS
ALL
IMPLIED
WARRANTIES
OF
MERCHANTABILITY,
FITNESS
FOR
A
PARTICULAR
PURPOSE,
TITLE,
AND
NON-INFRINGEMENT,
AND
ALL
WARRANTIES
ARISING
FROM
COURSE
OF
DEALING,
USAGE,
OR
TRADE
PRACTICE.
EXCEPT
FOR
THE
LIMITED
WARRANTY
SET
FORTH
IN
THIS
SECTION,
PALADIN
MAKES
NO
WARRANTY
OF
ANY
KIND
THAT
THE
PALADIN
IP,
OR
ANY
PRODUCTS
OR
RESULTS
OF
THE
USE
THEREOF,
WILL
MEET
CUSTOMER'S
OR
ANY
OTHER
PERSON'S
REQUIREMENTS,
OPERATE
WITHOUT
INTERRUPTION,
ACHIEVE
ANY
INTENDED
RESULT,
BE
COMPATIBLE
OR
WORK
WITH
ANY
SOFTWARE,
SYSTEM,
OR
OTHER
SERVICES,
OR
BE
SECURE,
ACCURATE,
COMPLETE,
FREE
OF
HARMFUL
CODE,
OR
ERROR
FREE.
i. EXCEPT AS SET FORTH HEREIN AND TO THE EXTENT NOT PROHIBITED BY
LAW,
ALL
OTHER
WARRANTIES,
EXPRESS
OR
IMPLIED,
STATUTORY
OR
OTHERWISE,
ARE
DISCLAIMED,
INCLUDING
WITHOUT
LIMITATION
THE
WARRANTIES
OF
MERCHANTABILITY
OR
FITNESS
FOR
A
PARTICULAR
PURPOSE
WITH
RESPECT
TO
ANY
SERVICE
OFFERED,
PROVIDED,
OR
AVAILABLE.
ALL
STATEMENTS
CONCERNING
THE
AUTONOMOUS
FLIGHT,
EQUIPMENT
AND
PRODUCT
COVERED
BY
THIS
WARRANTY,
OR
STATEMENTS
CONTAINED
IN
ADVERTISING,
PAMPHLETS
OR
OTHER
PRINTED
MATERIALS
DO
NOT
CONSTITUTE
WARRANTIES,
AND
THE
CUSTOMER
AND/OR
BUYER
ACKNOWLEDGE
THAT
THEY
HAVE
NO
RIGHT
TO
RELY
UPON
SAME
NOTWITHSTANDING
ANY
WARRANTY
IN
THE
AGREEMENT
AND
SECTION
6 610
SUPRA. PALADIN OR ANY OF ITS SUBSIDIARIES MAKE NO WARRANTY AS TO THE
QUALITY
OF
FLIGHT,
DATA
COLLECTION,
OR
ACCESS
OF
ANY
SOFTWARE
OR
HARDWARE
OR
OTHER
PRODUCTS
AND
SHALL
NOT
BE
LIABLE
FOR
ANY
LOSSES,
SPECIAL,
INCIDENTAL,
CONSEQUENTIAL,
PUNITIVE
OR
EXEMPLARY
DAMAGES,
OR
FOR
ANY
LOSS,
DAMAGE
OR
EXPENSE
ARISING
UNDER
OR
IN
CONNECTION
WITH
THE
SAME.
L
j. NO WARRANTY SHALL APPLY TO (I) DEFECTS, ERRORS, DAMAGES, OR LOSS
RESULTING
FROM
CORRECTIONS,
REPAIRS
OR
SERVICE
RELATING
TO
CUSTOMER’S
OR
USER’S
SYSTEM,
COMPUTERS,
SERVERS,
AND/OR
OTHER
EQUIPMENT
OR
CUSTOMER'S
USE;
(II)
ANY
ACT
OR
OMISSION
BY
ANYONE
OTHER
THAN
CUSTOMER;
(III)
POWER
SHORTAGES,
IRREGULARITIES,
BUGS,
GLITCHES,
INACCURACIES,
OR
FAILURES;
(IV)
MODIFICATIONS
OF
THE
EQUIPMENT
AND
WATCHTOWER
PRODUCTS
BY
ANYONE
OTHER
THAN
PALADIN;
AND
(V)
ANY
OTHER
CAUSE
BEYOND
PALADIN’S
CONTROL
NOTWITHSTANDING
THE
AFOREMENTIONED,
IN
THE
EVENT
OF
HARDWARE
FAILURE
OR
DESTRUCTION
OF
THE
DRONE,
PALADIN
WILL
PROVIDE
REPLACEMENTS
SO
LONG
AS
THE
TERMS
OF
AGREEMENT
HAVE
NOT
BEEN
BREACHED
AND
THE
FAILURE
OR
DESTRUCTION
WAS
NOT
THE
RESULT
OF
USER
ERROR.
PALADIN
RESERVES
THE
RIGHT
TO
REPLACE
EQUIPMENT
DAMAGED
BY
USER
ERROR.
ANY
DAMAGE
CAUSED
TO
EQUIPMENT
WHILE
USING
THE
DRONE
AS
TRAINED
BY
PALADIN
AND
WHILE
ENGAGING
IN
AUTOMATED
FLIGHT
SHALL
BE
REPAIRED
AT
NO
COST
TO
CUSTOMER.
IN
THE
EVENT
THAT
A
REPAIR
CANNOT
BE
ACCOMPLISHED
THEN
PALADIN
WILL
REPLACE
THE
DRONE
OR
EQUIPMENT
AT
NO
COST
TO
CUSTOMER.
CUSTOMER
MUST
NOTIFY
PALADIN
OF
THE
INCIDENT
AND
CO-OPERATE
WITH
ANY
REASONABLE
REQUESTS
BY
PALADIN
TO
FACILITATE
THE
REPAIR
OF
THE
EQUIPMENT
PRIOR
TO
REPLACEMENT.
k. EXCEPT AS MAY BE EXPRESSLY PROVIDED IN SECTION 9 (WARRANTIES)
HEREOF,
THE
EQUIPMENT,
WATCHTOWER
SOFTWARE,
WATCHTOWER
PRODUCTS,
DOCUMENTATION,
SERVICES,
AND
ALL
RELATED
PRODUCTS
AND
SERVICES
ARE
PROVIDED
TO
CUSTOMER
"AS
IS"
AND
"WITH
ALL
FAULTS."
PALADIN
MAKES
NO
REPRESENTATION
OR
WARRANTY
OR
PROMISE
WHATSOEVER
WITH
RESPECT
TO,
AND
HEREBY
DISCLAIMS
ALL
WARRANTIES,
WHETHER
EXPRESS
OR
IMPLIED,
STATUTORY
(INCLUDING
ALL
UCC
STATUTES),
OR
OTHERWISE,
INCLUDING
ANY
WARRANTY
AGAINST
INFRINGEMENT
OF
INTELLECTUAL
PROPERTY
RIGHTS
OF
A
THIRD
PARTY;
WHETHER
EXPRESS
OR
IMPLIED
BY
LAW,
COURSE
OF
DEALING,
COURSE
OF
PERFORMANCE,
USAGE
OF
TRADE,
OR
OTHERWISE.
l. EXCEPT AS MAY BE EXPRESSLY PROVIDED IN SECTION 9(e) (PALADIN
WARRANTIES)
HEREOF,
PALADIN
DOES
NOT
WARRANT
THAT
THE
611
WATCHTOWER SOFTWARE AND/OR WATCHTOWER PRODUCTS ARE FREE FROM ERROR
OR
HARMFUL
CODE
AND/OR
WILL
RUN
PROPERLY
ON,
AND/OR
INTEROPERATE
WITH,
ALL
HARDWARE
AND/OR
OPERATING
SYSTEMS,
THAT
SUCH
WILL
MEET
THE
REQUIREMENTS
OF
CUSTOMER,
OR
OPERATE
IN
THE
COMBINATIONS
WHICH
MAY
BE
SELECTED
FOR
USE
BY
CUSTOMER
OR
ANY
USER
OR
THAT
THE
OPERATIONS
OF
SUCH
WILL
BE
UNINTERRUPTED
OR
ERROR
FREE
OR
THAT
IT
IS
SECURE
FROM
HACKING
OR
OTHER
UNAUTHORIZED
INTRUSION.
m. CUSTOMER MUST INFORM PALADIN WHEN PROPELLERS AND
BATTERIES
EXHIBIT
SIGNIFICANT
WEAR
AND
TEAR.
THE
CONDITION
PRECEDENT
TO
SIGNIFICANT
WEAR
AND
TEAR
SHALL
MEAN
THAT
THE
OPERATION
OF
THE
EQUIPMENT
CANNOT
OPERATE
AT
ITS
ORIGINAL
CAPACITY
AND
DURATION.
UPON
RECEIVING
NOTICE,
PALADIN
SHALL
PROVIDE
PROPELLERS
AND
BATTERIES
AT
NO
ADDITIONAL
COST.
CUSTOMER
SHALL
INSTALL
NEW
ACCESSORIES
IN
A
TIMELY
MANNER.
CUSTOMER
MUST
PROMPTLY
REPORT
ANY
DAMAGE
TO
EQUIPMENT
AND
DATE
OF
INSTALLATION
OR
UPGRADE.
10. LIMITATION ON LIABILITY a. IN NO EVENT SHALL PALADIN BE LIABLE FOR ANY CONSEQUENTIAL,
INDIRECT,
INCIDENTAL,
SPECIAL,
EXEMPLARY,
PUNITIVE,
OR
ENHANCED
DAMAGES,
LOST
PROFITS
OR
REVENUES
OR
DIMINUTION
IN
VALUE,
ARISING
OUT
OF,
OR
RELATING
TO,
AND/OR
IN
CONNECTION
WITH
ANY
BREACH
OF
THIS
AGREEMENT,
REGARDLESS
OF
(A)
WHETHER
SUCH
DAMAGES
WERE
FORESEEABLE,
(B)
WHETHER
OR
NOT
PALADIN
WAS
ADVISED
OF
THE
POSSIBILITY
OF
SUCH
DAMAGES,
(C)
THE
LEGAL
OR
EQUITABLE
THEORY
(CONTRACT,
TORT,
OR
OTHERWISE)
UPON
WHICH
THE
CLAIM
IS
BASED,
AND
(D)
THE
FAILURE
OF
ANY
AGREED
OR
OTHER
REMEDY
OF
ITS
ESSENTIAL
PURPOSE.
b. Reserved. c. SUCH LIMITED WARRANTY SET FORTH ABOVE SHALL ONLY APPLY IF
CUSTOMER
(I)
NOTIFIES
PALADIN
IN
WRITING
OF
THE
WARRANTY
BREACH
BEFORE
THE
EXPIRATION
OF
THE
WARRANTY
PERIOD;
(II)
HAS
PROMPTLY
INSTALLED
ALL
UPDATES,
UPGRADES,
AND/OR
MAINTENANCE
RELEASES
PREVIOUSLY
MADE
AVAILABLE
BY
PALADIN;
AND
(III)
AS
OF
THE
DATE
OF
612
NOTIFICATION, IS IN COMPLIANCE WITH ALL TERMS AND CONDITIONS OF THIS
AGREEMENT,
INCLUDING
THE
PAYMENT
OF
ALL
PRICES
AND
FEES
THEN
DUE
AND OWING. Furthermore, such warranty as set forth above shall not apply to the extent that
the
alleged
breach
and/or
infringement
arises
and/or
results
from:
(i)
combination,
operation,
or
use
of
the
Equipment
and/or
Watchtower
Products
in
or
with,
any
technology
(including
any
software,
hardware,
firmware,
system,
or
network)
or
service
not
provided
by
Paladin
or
specified
for
Customer’s
use
in
the
Documentation,
unless
otherwise
expressly
permitted
by
Paladin
in
writing;
(ii)
modification
of
the
Equipment
and
Watchtower
Products
other
than:
(a)
by
Paladin
in
connection
with
this
Agreement;
or
(b)
with
Paladin's
express
written
authorization
and
in
strict
accordance
with
its
written
directions
and
specifications;
(c)
use
of
any
version
of
the
Equipment
and/or
Watchtower
Products
other
than
the
most
current
version
or
failure
to
timely
implement
any
modification,
update,
and/or
replacement
of
such
made
available
by
Paladin;
(d)
negligence,
abuse,
misapplication,
or
misuse
of
the
Equipment
and/or
Watchtower
Products
or
Documentation;
(e)
use
of
the
Equipment,
Watchtower
Products,
and/or
Documentation
by
or
on
behalf
of
Customer
that
is
outside
the
purpose,
scope,
or
manner
of
use
authorized
by
this
Agreement
or
in
any
manner
contrary
to
the
Documentation
or
Paladin's
instructions;
(f)
events
or
circumstances
outside
of
Paladin's
commercially
reasonable
control
(including
any
third-party
hardware,
software,
or
system
bugs,
defects,
or
malfunctions);
and/or
(iii)
Open
source
components
or
other
third-party
materials.
d. Paladin exercises no control over the flow of information to or from the Application
Service,
Paladin's
network,
or
other
portions
of
the
Internet.
Such
flow
depends
in
large
part
on
the
performance
of
Internet
services
provided
or
controlled
by
third
parties.
At
times,
actions
or
inactions
of
such
third
parties
can
impair
or
disrupt
connections
to
the
Internet.
Although
Paladin
will
use
commercially
reasonable
efforts
to
take
actions
Paladin
deems
appropriate
to
remedy
and
avoid
such
events,
Paladin
cannot
guarantee
that
such
events
will
not
occur.
ACCORDINGLY,
PALADIN
DISCLAIMS
ANY
AND
ALL
LIABILITY
RESULTING
FROM
OR
RELATING
TO
ALL
SUCH
EVENTS,
AND
EXCEPT
AS
OTHERWISE
EXPRESSLY
PROVIDED
IN
THE
AGREEMENT,
ANY
OTHER
ACTIONS
OR
INACTIONS
CAUSED
BY
OR
UNDER
THE
CONTROL
OF
A
THIRD
PARTY.
11. Indemnification . a. Paladin Indemnification . i. Paladin agrees to indemnify, defend, and hold harmless Customer and its elected officials,
officers,
directors,
agents,
attorneys
and
employees
(each,
an
“Indemnitee“)
from
and
against
any
and
all
liabilities,
damages,
losses,
expenses,
claims,
demands,
suits,
fines,
or
judgments
(each,
a
“Claim,”
and
collectively,
the
“Claims“),
including
reasonable
attorneys’
fees,
costs,
and
expenses
incidental
thereto,
which
may
be
suffered
by,
incurred
by,
accrued
against,
charged
to,
or
recoverable
from
any
Indemnitee,
by
reason
of
any
Claim
arising
out
of
or
relating
to
any
act,
error
or
omission,
negligence,
or
misconduct
of
Paladin,
its
officers,
directors,
agents,
employees,
and
subcontractors,
during
the
performance
of
this
Agreement,
including,
without
limitation,
Claims
arising
out
of
or
relating
to
the
Paladin
allegedly
or
actually
infringing
or
misappropriating
any
United
States
or
foreign
patent,
copyright,
trade
secret,
trademark,
or
other
proprietary
right.
;
provided,
however,
that
the
foregoing
indemnity
shall
not
apply
to
the
extent
that
the
applicable
Claim
resulted
from
the
sole
613
negligence or willful misconduct of an Indemnitee.
614
ii. If such a claim is made as stated above or appears possible, Customer agrees
to
permit
Paladin,
at
Paladin's
sole
expense
and
discretion,
to
1. (A) modify or replace the Paladin IP, or component or part of the
Paladin
IP,
to
make
it
non-infringing,
or
2. (B) obtain the right for Customer to continue use. 3. (C) If Paladin determines that neither alternative is reasonably available,
Paladin
may
terminate
the
Agreement
in
its
entirety
or
with
respect
to
the
affected
component
or
part,
effective
immediately
on
written
notice
to
Customer,
so
long
as,
in
each
case,
Paladin
promptly
refunds
or
credits
to
Customer
amounts
Customer
paid
with
respect
to
the
Paladin
IP
that
Customer
cannot
reasonably
use
as
intended
under
the
Agreement.
4. IF LEGALLY PRACTICABLE, ANY REFUND OWED BY
PALADIN
TO
CUSTOMER
WILL
BE
PRORATED,
STARTING
FROM
THE
DAY
THAT
ACTUAL
NOTICE
IS
PROVIDED
TO
PALADIN
IN
WRITING
OF
ANY
THEN
EXISTING
THIRD-PARTY
CLAIM.
5. IN THE EVENT THAT PALADIN MUST UNWIND THE
AGREEMENT
AND
REFUND
CUSTOMER
ALL
PAYMENT(S),
CUSTOMER
MUST
RETURN
ALL
EQUIPMENT
PROVIDED
IN
THE
SAME
CONDITION
IT
WAS
RECEIVED.
615
12. Term . Except as the parties may otherwise agree in the Order Form, or unless terminated
earlier
in
accordance
with
the
Agreement:
i. The Initial Term of the Agreement will begin on the Effective Date and end
on
the
Final
Term
End
Date
of
the
Paladin
Order
Form;
ii. The Agreement will automatically renew for successive 12-month Renewal
Terms
unless
either
party
gives
the
other
party
written
notice
of
non-renewal
at
least
30 days
before
the
expiration
of
the
then-current
term.
1. After two renewals access to the Watchtower Portal is automatically
revoked
if
not
renewed
by
the
End
of
the
third
Term.
2. The foregoing notwithstanding, this Agreement will survive for so
long
as
any
Paladin
Order
Form
remains
in
effect.
Paladin
Order
Form
shall
expire
and/or
terminate
according
to
the
terms
set
forth
infra.
iii. each Renewal Term will be subject to the same terms and conditions established
under
the
Agreement,
with
any
Fees
determined
in
accordance
with
Paladin's
then-current
pricing
packages
published
on
Paladin's
website
and
generally
applicable
to
all
users
of
the
Services,
as
provided
to
Customer
at
least
60 days
before
the
expiration
of
the
then-current
term.
13. Termination. In addition to any other express termination right set forth in the Agreement:
i. Paladin may terminate the Agreement immediately if Customer breaches any
of
its
obligations
under
the
Agreement.
ii. Either party may terminate the Agreement, effective on written notice to the
other
party,
if
the
other
party
materially
breaches
the
Agreement,
and
such
breach:
(A)
is
incapable
of
cure;
or
(B)
being
capable
of
cure,
remains
uncured
30 616
days, and the process to cure has not been initiated, after the non-breaching party provides
the
breaching
party
with
written
notice
of
such
breach
and
demand
to
cure
is
sent
to
the
address
listed
on
the
Paladin
Order
Form.
iii. IF: 1. Customer is a governmental entity, and 2. Sufficient funds are not appropriated to pay for Paladin’s Services,
then
Customer
may
terminate
the
Agreement
at
any
time
without
penalty
following
30 days
prior
written
notice
to
Paladin.
iv. Additionally, either party may, to the extent permitted by law, terminate
the
Agreement,
effective
immediately
on
written
notice
to
the
other
party,
if
either
party
becomes
subject
voluntarily
or
involuntarily
to
any
proceeding
under
any
domestic
bankruptcy.
v. If Customer has made its first Term payment for services covering 12-months,
then
in
all
cases
of
termination
Customer
will
retain
Legal
Title
to
the
hardware
it
obtained
during
that
first
Term.
This
includes
all
accessories
provided
to
Client
for
the
operation
of
the
equipment,
and
all
Services
will
terminate
in
accordance
with
this
Agreement.
If
client
purchases
“Add-ons”
at
a
later
term,
then
Legal
Title
to
the
add-ons
shall
vest
with
Client
upon
full
payment
of
the
Active
Term
incorporating
the
add-ons.
Furthermore,
in
the
event
a
product
is
replaced
by
Paladin
the
replacement
shall
remain
with
Customer,
and
in
all
cases
the
Client
shall
return
the
original.
vi. Duties upon-termination . Following any termination, expiration, or cancellation
of
this
Agreement
or
the
licenses
granted
herein:
(i) immediately upon receipt of Paladin’s instructions, Customer will destroy
or
send
to
Paladin
(at
Customer’s
expense)
all
copies
of
the
Watchtower
Software
and
the
Documentation;
(ii)
Customer’s
rights
to
continue
to
use
the
Watchtower
Products
and
Documentation
shall
immediately
cease;
and
(iii)
all
of
Paladin’s
obligations
hereunder
shall
cease
(iv)
all
equipment
in
violation
of
subsection
b(v)
above
must
be
returned
to
Paladin
at
the
address
provided
at
that
time.
As
needed
to
accomplish
the
return
and/or
destruction
of
the
Watchtower
Software,
Paladin
may,
in
its
sole
discretion
and
at
Customer’s
expense,
provide
services
to
assist
Customer.
b. Survival . After this Agreement terminates or expires, the terms of this Agreement
that
expressly
or
by
their
nature
contemplate
performance
after
this
Agreement
terminates
or
expires
will
survive
and
continue
in
full
force
and
effect.
The
termination
of
this
Agreement
for
any
reason
will
not
release
either
Party
from
any
obligations
incurred
prior
to
termination
of
this
Agreement
or
that
thereafter
may
accrue
in
respect
of
any
act
or
omission
prior
to
such
termination
in
accordance
with
this
Agreement.
617
14. Independent Contractor . The parties to the Agreement are independent contractors.
618
This Agreement does not create a joint venture or partnership between the Parties, and neither
Party
is,
by
virtue
of
the
Agreement,
authorized
as
an
agent,
employee,
or
representative
of
the
other
Party.
Customer shall make use of the services provided in accordance with the specifications
of
each
Purchase
Order
as
an
independent
contractor,
having
the
sole
right
to
control
the
details
of
and
manner
for
performance
of
the
use
except
that
the
same
must
be
performed
in
accordance
with
the
training
and
scope
of
use
defined
in
the
Agreement.
The
parties
to
this
Agreement
recognize
that
this
Agreement
does
not
create
any
actual
or
apparent
agency,
partnership,
franchise,
or
relationship
of
employer
and
employee
between
the
parties.
Neither
Party
is
not
authorized
to
commit
the
other
party
to
any
agreements,
and
neither
Party
is
authorized
to
commit
the
other
party
to
any
agreements,
and
neither
Party
shall
represent
itself
as
the
agent
or
legal
representative
of
the
other
Party.
Further,
neither
Party
shall
be
entitled
to
participate
in
any
of
the
other
Party’s
benefits,
including
without
limitation
any
health
or
retirement
plans.
The
Parties
shall
not
be
entitled
to
any
remuneration,
benefits,
or
expenses
other
than
as
specifically
provided
for
in
this
Agreement.
Neither
Party
shall
not
be
liable
for
taxes,
Worker’s
Compensation,
unemployment
insurance,
employer’s
liability,
employer’s
FICA,
social
security,
withholding
tax,
or
other
taxes
or
withholding
for
or
on
behalf
of
the
other
Party
or
any
other
person
consulted
or
employed
by
the
other
Party
in
performing
Services
under
this
Agreement.
All
such
costs
shall
be
the
acting
Party’s
responsibility.
Parties
acknowledges
that
this
Agreement
and
all
Purchase
Orders
and
any
other
Agreed
Orders
are
lump
sum
contracts,
and
that
Customer
shall
be
solely
responsible
for
all
required
withholdings
including
but
not
limited
to
taxes,
social
security
taxes,
and
state
unemployment
taxes
including
but
not
limited
to
for
Customer’s
employees,
agents,
or
subcontractors,
as
well
as
all
applicable
sales
taxes
or
use
taxes
on
labor
provided
and
materials
furnished.
No
Taxes
will
be
collected
or
paid
by
Paladin
under
this
Agreement,
except
as
required
by
law.
Neither Party provides Workers Compensation Insurance or Workers Compensation
benefits
for
the
other
Party
or
its
employees.
If
requested,
a
Party
will
furnish
the
other
Party
with
Certificates
of
Insurance
showing
them
to
be
covered
by
Workers’
Compensation
Insurance
in
such
amounts
and
types
of
coverage
as
legally
required.
It
is
each
Party’s
sole
responsibility
to:
(1)
Assume
all
expenses
for
any
job
injury
or
illness
occurring
to
them
or
any
of
its
employees,
agents,
officers,
and
others
working
under
its
direction;
(2)
provide
safe
working
procedures
for
its
employees;
and
when
applicable
(3) comply with the requirements of the Occupational Safety and Health Act of 1970 (OSHA).
EACH
PARTY
WARRANTS
THAT
IT
IS
ADEQUATELY
INSURED
FOR
INJURY
TO
ITS
EMPLOYEES
AND
OTHERS
INCURRING
LOSS
OR
INJURY
AS
A
RESULT
OF
THE
ACTS
OF
IT
OR
ITS
EMPLOYEES
OR
SUBCONTRACTORS.
CUSTOMER
SHALL
MAINTAIN
ALL
WORKERS’
COMPENSATION
AND
LIABILITY
INSURANCE
AT
ALL
TIMES
WHILE
MAKING
ANY
USE
OF
OR
PROVIDING
SERVICES
OR
EQUIPMENT.
15. Reserved.
619
16. Choice of Law and Mandatory Venue . This Agreement shall be construed in accordance
with
the
laws
of
the
state
of
California.
THE
PARTIES
FURTHER
HEREBY
ACKNOWLEDGES,
CONSENTS,
STIPULATES,
AND
AGREES
THAT
ANY
AND
ALL
CLAIMS,
ACTIONS,
PROCEEDINGS
OR
CAUSES
OF
ACTIONS
RELATING
TO
THIS
AGREEMENT,
ANY
WORK
PERFORMED
BY
THROUGH
OR
UNDER
THE
PARTIES,
OR
ANY
TRANSACTION
CONTEMPLATED
BY
THIS
AGREEMENT
INCLUDING
WITHOUT
LIMITATION
THE
VALIDITY,
PERFORMANCE,
INTERPRETATION,
ENFORCEMENT
OR
ANY
COMBINATION
THEREOF,
SHALL
BE
SUBMITTED
EXCLUSIVELY
TO
THE
JURISDICTION
OF
THE
STATE
OF
CALIFORNIA
OR
FEDERAL
COURT.
CUSTOMER
IRREVOCABLY
WAIVES
THAT
ANY
PROCEEDING
BROUGHT
IN
CALIFORNIA
HAS
BEEN
BROUGHT
IN
AN
INCONVENIENT
OR
IMPROPER
FORUM.
17. Mediation. Parties agree that all disputes, controversies or claims including any arising
out
of
or
relating
to
Services
or
Equipment
provided
by
Paladin,
its
assignees
or
subcontractors,
any
warranties
(express
or
implied),
any
issues
or
matters
arising
out
of
or
related
to
this
Agreement,
or
questions
as
to
its
interpretation
including
any
breach
thereof
(herein
referred
to
collectively
as
a
“Dispute”)
may
be
submitted
to
non-binding
mediation..
18. Entire Agreement: Order of Precedence . The Paladin Order Form, and the Incorporated
Documents
constitute
the
complete
Agreement
between
the
parties
and
supersede
any
prior
discussion
or
representations
relating
to
or
regarding
the
Customer's
purchase
and
use
of
the
Services
and
equipment.
To
the
extent
any
conflict
exists
between
the
terms
of
the
Agreement,
the
documents
will
govern
in
the
following
order
or
precedence:
(1) the Paladin Order Form (2) the Customer Terms (i.e., Exhibit C), (3) the Terms & Conditions
herein
(i.e.,
Exhibit
B),
and
(4)
Paladin
Quote
(i.e.,
Exhibit
A).
No
other
purchasing
order
or
similar
instrument
issued
by
either
party
in
connection
with
the
Services
will
have
any
effect
on
the
Agreement
or
bind
the
other
party
in
any
way.
There
are
no
additional
agreements
of
any
kind
between
the
parties
with
respect
to
the
subject
matter
620
hereof. No waiver, amendment, modification or release of any term or provision of this Agreement
shall
be
deemed
to
have
been
given
or
made
unless
expressly
set
forth
in
a
written
document
signed
by
each
of
the
parties
hereto.
19. Waiver . No waiver by any party of any of the provisions of the Agreement will be effective
unless
explicitly
set
forth
in
writing
and
signed
by
the
party
so
waiving.
Except
as
otherwise
set
forth
in
the
Agreement,
no
failure
to
exercise,
delay
in
exercising,
or
any
partial
exercise
of
any
rights,
remedy,
power,
or
privilege
arising
from
the
Agreement
will
in
any
way
waive
or
otherwise
limit
the
future
exercise
of
any
right,
remedy,
power,
or
privilege
available
under
the
Agreement.
The
failure
by
either
party
to
enforce
any
provision
of
this
Agreement
will
not
constitute
a
waiver
of
future
enforcement
of
that
or
any
other
provision.
Except
where
otherwise
specified
in
writing
by
the
Parties,
the
rights
and
remedies
granted
to
a
Party
under
this
Agreement
are
cumulative
and
in
addition
to,
and
not
in
lieu
of,
any
other
rights
or
remedies
which
the
party
may
possess
at
law
or
in
equity.
20. Amendments And Right to Update : No amendment to the Paladin Order Form, or
the
Incorporated
Documents
will
be
effective
unless
it
is
in
writing
and
signed
by
an
authorized
representative
of
each
party.
This
Agreement
may
not
be
supplemented,
amended,
and/or
modified
at
any
time
unless
the
parties
hereto
execute
a
written
agreement
that
must—
(i)
be
in
a
mutually
agreed
upon
written
or
electronic
format,
(ii)
must
be
clearly
designated
as
an
amendment,
addendum,
or
modification,
and
(iii)
must
be
signed
by
an
authorized
representative
of
each
party.
The
Parties
stipulate
and
agree
that
an
exchange
or
series
of
written
or
electronic
correspondences
shall
not
be
deemed
to
be
such
a
written
instrument,
for
supplemental,
amendment
or
modification
purposes.
Notwithstanding
the
aforementioned,
Paladin
may
update
the
Incorporated
Documents
from
time-to-time
following
notice
to
Customer
so
long
as
such
updates
are
generally
applicable
to
all
users
of
the
Services,
however,
no
unilateral
Paladin
updates
will
have
any
effect
to
change
the
existing
financial
obligations
of
Customer
until
the
end
of
an
Active
Term
and
following
Customer’s
signed
agreement
thereto.
21. Notices . All notices, requests, consents, claims, demands, and waivers under the Agreement
(each,
a
"Notice")
must
be
in
writing
and
addressed
to
the
recipients
and
addresses
set
forth
for
each
party
on
the
Order
Form.
All
Notices
must
be
delivered
by
personal
delivery,
nationally
recognized
overnight
courier
(with
all
fees
pre-paid),
or
(with
confirmation
of
transmission
by
the
recipient),
or
certified
or
registered
(in
each
case,
return
receipt
requested,
postage
pre-paid).
Any
notices
required
or
permitted
to
be
given
under
this
Agreement
shall
be
in
writing
and
shall
be
deemed
given
if
delivered
by
hand,
sent
by
recognized
overnight
courier
(such
as
Federal
Express),
transmitted
via
facsimile
transmission
or
mailed
by
certified
or
registered
mail,
return
receipt
requested,
in
a
postage
pre-paid
envelope.
Notices
personally
delivered
or
sent
by
overnight
courier
shall
be
deemed
given
on
the
date
of
receipt,
notices
sent
via
facsimile
transmission
shall
be
deemed
given
upon
transmission
and
confirmation
of
receipt
and
notices
sent
via
certified
in
accordance
with
the
foregoing
shall
be
deemed
given
when
delivered
(whether
accepted
or
refused)
as
established
by
the
U.S.
Postal
Service
return
receipt.
22. Force Majeure . Except for any obligations to make payments, In no event will either
party
be
liable
to
the
other
party,
or
be
deemed
to
have
breached
the
Agreement,
621
for any
622
failure or delay in performing its obligations under the Agreement , if and to the extent such
failure
or
delay
is
caused
by
any
circumstances
beyond
such
party's
reasonable
control,
including
acts
of
God,
flood,
fire,
earthquake,
pandemic,
epidemic,
problems
with
the
Internet,
shortages
in
materials,
explosion,
war,
terrorism,
invasion,
riot
or
other
civil
unrest,
strikes,
labor
stoppages
or
slowdowns
or
other
industrial
disturbances,
or
passage
of
law
or
any
action
taken
by
a
governmental
or
public
authority,
including
imposing
an
embargo.
23. Severability . If any provision of the Agreement is invalid, illegal, or unenforceable in
any
jurisdiction,
such
invalidity,
illegality,
or
unenforceability
will
not
affect
any
other
term
or
provision
of
the
Agreement
or
invalidate
or
render
unenforceable
such
term
or
provision
in
any
other
jurisdiction.
24. Assignment . Either party may assign its rights or delegate its obligations, in whole or
in
part,
on
30 days
prior
written
notice
to
the
other
party,
to
an
affiliate
or
an
entity
that
acquires
all
or
substantially
all
the
business
or
assets
of
such
party,
whether
by
merger,
reorganization,
acquisition,
sale,
or
otherwise.
Except
as
stated
in
this
paragraph,
neither
party
may
assign
any
of
its
rights
or
delegate
any
of
its
obligations
under
the
Agreement
without
the
prior
written
consent
of
the
other
party,
which
consent
may
not
be
unreasonably
withheld,
conditioned,
or
delayed.
The
Agreement
is
binding
on
and
inures
to
the
benefit
of
the
parties
and
their
permitted
successors
and
assigns.
Notwithstanding
the
aforementioned,
if
Customer’s
assignment
requires
additional
services
beyond
that
which
were
negotiated
then
Customer
and
its
assignee
shall
be
liable
for
any
additional
costs
incurred
by
Paladin
to
provide
the
Agreed
service(s)
during
an
Active
Term.
25. Marketing . Subject to Section seven (7) supra, neither party may issue press releases
related
to
the
Agreement,
conversations,
or
activities,
without
the
other
party's
prior
written
consent.
However,
either
party
may
include
the
name
and
logo
of
the
other
party
in
lists
of
customers
or
vendors.
26. State-Specific Certifications & Agreements . To the extent required under the laws
of
the
Governing
State,
Paladin
hereby
certifies
and
agrees
as
follows:
a. Paladin is not presently debarred, suspended, proposed for debarment, declared
ineligible,
or
voluntarily
excluded
from
participation
in
the
Agreement
by
any
governmental
department
or
agency
of
the
Governing
State
where
services
are
sought;
b. Paladin will not discriminate against any employee or applicant for employment because
of
race,
ethnicity,
gender,
gender
identity,
sexual
orientation,
age,
religion,
national
origin,
disability,
color,
ancestry,
citizenship,
genetic
information,
political
affiliation
or
military/veteran
status,
or
any
other
status
protected
by
federal,
state,
or
local
law.
c. Execution . Any document executed and delivered in connection with the Agreement
may
be
executed
in
counterparts,
each
of
which
is
deemed
an
original,
but
all
of
which
together
are
deemed
to
be
one
and
the
same
agreement.
To
the
extent
permitted
by
applicable
law,
electronic
signatures
may
be
used
for
the
purpose
of
executing
the
Order
Form
by
or
other
623
electronic means. Any document delivered electronically and accepted is
624
deemed to be "in writing" to the same extent and with the same effect as if the document
had
been
signed
manually.
27. Legal Compliance. Customers agree to comply with applicable laws with respect to
the
ownership,
possessions,
and
operation
of
the
Equipment.
The
parties
acknowledge
and
agree
that
the
legal
regulation
of
unmanned
drones
is
evolving,
and
the
parties
shall
cooperate
to
seek
to
comply
with
applicable
laws.
The
Watchtower
Products,
Equipment,
and
all
services
provided
hereunder
are
subject
to
all
applicable
export
control
laws
and
regulations,
including
without
limitation
those
of
the
United
States
government.
Customer
and
Authorized
Users
agree
that
not
to
directly
or
indirectly
export,
re-export,
divert,
release,
provide
access
to,
transfer
or
disclose
such,
or
any
derivative
thereof,
to
any
prohibited
or
restricted
destination,
end-use
or
end-users
or
to
anyone
who
requires
a
United
States
export
license
or
other
license,
except
in
accordance
with
all
relevant
export
control
laws
and
regulations
which
may
require
it
to
obtain
necessary
licenses,
approvals
or
permissions
from
the
appropriate
US
governmental
authority
and
all
required
foreign
authorities
prior
to
undertaking
such
activities.
28. Watchtower Software License . a. Grant of License. Paladin shall grant a license of the Watchtower Software to the
Customer
in
accordance
with
the
terms
and
conditions
outlined
in
this
Agreement.
b. FAA Regulatory Waivers. Paladin will assist the Customer in acquiring FAA regulatory
waivers.
Except
for
transfers
by
error,
the
Customer
shall
hold
Legal
Title
to
those
documents
upon
their
transfer.
Paladin
will
assist
the
customer
in
renewing
these
waivers
during
the
Active
Terms
of
the
agreement.
The
process
used
to
acquire
the
waivers
is
confidential
information
and
cannot
be
shared
with
any
3 rd
party
without
the
express
permission
of
Paladin.
29. Watchtower Software License . Conditioned upon compliance with the Use Restrictions
in
Section
2,
and
payment
of
all
fees
then
due,
and
compliance
with
all
other
terms
and
conditions
hereof,
Paladin
shall
grant
to
Customer,
during
any
Active
Term
of
this
Agreement,
a
limited,
non-exclusive,
revocable,
non-sublicensable,
and
non-transferable
license
to
use
the
Watchtower
Software.
30. Insurance . a. Customer warrants that it will maintain insurance coverage in accordance with its
use
and
operations
and
that
in
the
event
that
Customer’s
insurance
is
not
able
to
cover
the
full
extent
of
the
damages
or
claim
that
Paladin’s
insurance
shall
be
called
upon
to
cover
the
remaining
balance
of
a
claim.
Notwithstanding
the
aforementioned,
if
the
claim
is
not
one
in
which
Paladin’s
coverage
may
extend,
then
Customer
shall
be
solely
liable
for
any
such
claim
or
damages.
b. Customer will maintain coverage with an aggregate limit of not less than $2,000,000.00, per occurrence; and upon Paladin’s request will provide proof.
Customer
may
self-insure
or
obtain
insurance
through
a
risk
pool.
c. Paladin shall maintain coverage with an aggregate limit of not less than $2,000,000.00 per occurrence, and upon Customer’s request will provide proof.. d. Subject to section “a” supra, Paladin’s insurance shall pay damages relating to bodily
injury
or
property
damage
subject
to
its
insurance
policy
which
Customer
625
may request a copy of at any time.
626
e. Customer understands that Paladin’s coverage shall not apply to: (1) loss of use of any aircraft, drone, or otherwise, which is for a period of less than forty-eight hours; (2) sums attributable to any period an aircraft is not available for flight operations for reasons other than a grounding, or would not have been available for flight operations if no grounding had occurred; (3) loss of use of any aircraft occurring during the period in which the Customer did not use all reasonable means to correct and eliminate the cause of the loss of use; (4) loss of use of any aircraft attributable to a culpable failure by the Customer to perform any obligation with respect to making available or delivering products to the owner or operator of such aircraft; (5) loss of use of any military derivative of a civil aircraft unless the grounding also applies to the civil aircraft; (6) loss of use of any launch vehicle, spacecraft product or missile; (7) loss of use of any aircraft operated by Paladin or in its care, custody or control other than aircraft temporarily in Paladin’s care, custody or control for modification, repair or inspection relating to grounding; (8) loss of use of any aircraft owned by or loaned to Paladin.
For the purposes of this exclusion, any aircraft as to which Paladin has retained title pursuant to a conditional sales contract, chattel mortgage or similar lien, a lease agreement, a consignment agreement or similar contract of bailment, shall be deemed not to be owned by Paladin; (9) any liquidated or stipulated damages or penalties which the Customer is obligated to pay by reason of any contract or agreement, but this exclusion does not apply to any obligation it would have had in the absence of such contract or agreement.
f. Customer is aware that the aforementioned instances where coverage shall not apply are not every instance where the coverage does not apply and that it is the responsibility of Customer to familiarize itself with the limitations of Paladin’s insurance policy.
g. Paladin makes no representations to Customer relating to which policy it shall acquire and only requires that the insured obtain a policy that is sufficient to meet the foreseeable liabilities under Customer’s intended use and operation of any provided equipment, software, or service.
h. In accordance with section 30, if Paladin is legally obligated to pay damages because of bodily injury or property damage, Paladin’s insurance shall have the right and duty to defend any suit seeking those damages.
31. Consideration of services. Paladin agrees to provide the services set forth in the Paladin Order Form, and Incorporated Documents. Customer agrees to make all payments in a timely manner pursuant to Section four (4) supra, and cooperate and abide by the requirements and standards, as set forth in this Agreement.
32. Data Use. Paladin retains all rights to any data obtained from the provision of the products and services hereunder, including any copyright subject to the following (a) Paladin will only use personally identifiable data (including precise geolocation data), as defined under applicable law, for its internal analytical purposes (e.g., to improve its services), and (b) Paladin will use photographs or videos for its internal purposes and the improvement of services, such as demonstration or marketing, in each case subject to applicable laws (data described in (a) and (b) referred to as “Data”). Paladin grants Customer the right to use Data collected from the Services for its own internal purposes, subject to applicable laws. In addition, and without limiting Paladin’s restrictions above, 627
Paladin agrees that it will not resell any Data to any other person or entity without the prior express
written
permission
of
the
Customer.
33. Headings . The parties agree that the captions, headings, and/or titles used in this
Agreement
are
inserted
for
convenience
only
and
shall
not
affect
the
meaning
or
interpretation
of
this
Agreement.
34. No Third-Party Beneficiaries . This Agreement is intended for the benefit of the parties
hereto,
and
those
specifically
referenced
herein,
and
their
respective
successors
and
permitted
assigns,
and
is
not
for
the
benefit
of,
nor
may
any
provision
hereof
be
enforced
by,
any
other
person.
The
terms
and
provisions
of
this
Agreement
shall
not
inure
to
the
benefit
of
any
other
third
person
or
entity
not
a
signatory
to
this
Agreement.
35. Joint Participation. The parties hereto have participated fully in the negotiation and
preparation
of
this
Agreement
and
this
Agreement
shall
not
be
more
strictly
construed
against
either
Customer
or
Paladin.
36. Counterparts . This agreement may be executed in one or more counterparts, each
counterpart
being
an
original.
37. Confidentiality. It is understood that Customer is subject to the California Public Records
Act
(Gov.
Code
§
7920.000
et
seq.),
If
a
request
under
the
California
Public
Records
Act
is
made
to
view
Paladin’s
confidential
information,
Customer
shall
notify
Paladin
of
the
request
and
the
date
that
such
records
will
be
released
to
the
requester
unless
Paladin
obtains
a
court
order
enjoining
that
disclosure.
If
Paladin
fails
to
obtain
a
court
order
enjoining
that
disclosure,
Customer
will
release
the
requested
information
on
the
date
specified.
38. Attorney’s Fees . In the case of any breach of this Agreement or other Dispute (as
defined
herein)
the
prevailing
party
shall
be
entitled
to
recover
its
costs
of
mediation,
arbitration,
Court,
expert
witness
fees
and
any
necessary
and
reasonable
attorney’s
fees.
39. Authority. Each person executing this Agreement warrants, in his/her individual capacity,
that
he
or
she
has
full
legal
authority
to
execute
this
Agreement
for
and
on
behalf
of
the
respective
parties
and
to
bind
such
parties.
628
Exhibit C Additional Terms and Conditions
629
Unmanned Aerial System
(UAS) Program Overview
Program Intent, Purpose, and Service Agreement
Authorization
630
Program Intent & Purpose
Enhance emergency response operations. (Non-DFR)
Field deployable by qualified and trained SCFD personnel. Provide real-time situational awareness during fire, rescue and hazardous materials incidents.
Support fire prevention through aerial inspections, weed abatement surveys, code enforcement and hazard
identification.
Compliment existing Police Department Drone First Responder (DFR) program.
631
Legal & Regulatory Requirements
NFPA 2400: Standard for Small Unmanned Aircraft
Systems (UAS) Used for Public Safety Operations.
FAA 14 CFR Part 107 requirements for governmental and public safety drone operations.
Trained and certified personnel requirements
Compliance with safety, documentation, and
operational deployment standards.
SCFD Policy 360 Unmanned Aerial Systems Draft
632
Operational Objectives
Field deployable- Incident Operations
Enhance Fire Prevention and Community Risk Reduction
Fire investigations.
Assist in Pre-Incident planning.
Aerial inspections, Weed abatement, Code
Enforcement, Fireworks Enforcement.
Public Education
Complement existing Police Department’s DFR
program.
633
Options Explored
Paladin Drone Inc. Cost $24,000
Unmanned Vehicle Technologies, UVT Cost $24,206
Skydio Inc. Cost $83,000
634
Staff Recommendation
SCFD seeking approval to start a UAS Program
Approve agreement with Paladin Drones Inc. for $24,000 Purchase of one (1) drone $9,000
One (1) year of licensing subscription, training & tech support $15,000
Strengthen SCFD response capability and community
safety.
635
Questions or
Comments
636
Policy
360
Suisun City Fire Department
Fire Policy Manual
Copyright Lexipol, LLC 2025/11/04, All Rights Reserved.
Published with permission by Suisun City Fire Department ***DRAFT*** Unmanned Aerial Systems - 1 Unmanned Aerial Systems
360.1 PURPOSE AND SCOPE
Best Practice MODIFIED
The purpose of this policy is to establish safe, efficient and lawful operation guidelines for the use of an unmanned aerial system (UAS), and for the storage, retrieval, and dissemination of images and data captured by the UAS.._
360.1.1 DEFINITIONS
Federal MODIFIED
Definitions related to this policy include:
Unmanned aerial system (UAS) - An unmanned aircraft of any type that is capable of sustaining directed flight, whether preprogrammed or remotely controlled (commonly referred to as an unmanned aerial vehicle (UAV), and all the supporting or attached systems designed for gathering information through imaging, recording or any other means.
Visual observer (VO) - A designated person who is not located with the UAS operator but is in communication with the pilot and can see the UAS in operation.
UAS Flight Crew Member: A Pilot in Command, Visual Observer, or other person assigned UAS duties for the purpose of UAS flight operations.
Certificate of Authorization (COA): Issued by the FAA and grants permission to fly within specific boundaries and parameters.
Pilot In Command (PIC): Person who has final authority and responsibility for the operation and safety of flight, has been designated as the PIC before or during the flight, and holds the appropriate category, class and type rating, if applicable, for the conduct of the flight. The PIC is solely responsible for the input of commands/piloting during flight operations. Pilots are authorized to evaluate and accept or decline any mission or portion thereof due to safety concerns.
Notice to Airman (NOTAM): Time is critical aeronautical information which is provided to air traffic control towers within a (5) five-mile radius of UAS flight and is of either a temporary nature or not sufficiently known in advance to permit publication on aeronautical charts or in other operational publications and receives immediate dissemination via the National NOTAM System.
Visual Line of Sight (VLOS): Visual contact between PIC or VO and a UAS sufficient to maintain safe operational control of the aircraft, known location, and be able to scan the airspace in which it is operating to see and avoid other aircraft or objects aloft or on the ground. 360.2 POLICY
Best Practice MODIFIED
It is the Suisun City Fire Department's policy that members trained in the use of the UAS will use them to protect the lives and property of citizens and first responders in full compliance with all applicable laws and regulations, including but not limited to State and Federal Constitution 637
Suisun City Fire Department
Fire Policy Manual
Unmanned Aerial Systems
Copyright Lexipol, LLC 2025/11/04, All Rights Reserved.
Published with permission by Suisun City Fire Department ***DRAFT*** Unmanned Aerial Systems - 2 and Federal Aviation Authority (FAA) regulations. A UAS may be utilized to enhance the [department_agency]'s mission of protecting lives and property when other means and resources are not available or are less effective. Any use of a UAS will be in strict accordance with constitutional and privacy rights and Federal Aviation Administration (FAA) regulations. 360.3 PRIVACY
Federal
The use of the UAS potentially involves privacy considerations. Absent an authorized reason, operators and visual observers shall not intentionally record or transmit images of any location where a person would have a reasonable expectation of privacy. Operators and visual observers shall take reasonable precautions to avoid inadvertently recording or transmitting images of areas where there is a reasonable expectation of privacy.
Locations where a person may have a reasonable expectation of privacy include:
(a) In a residence.
(b) In the enclosed yard of a residence.
(c) On private property where activity cannot be seen from the street or ground level.
Methods that may be used to avoid recording private activity include:
(a) Deactivating a recorder or imaging device until the UAS is away from the potentially private activity.
(b) Turning the recorder or imaging devices away from persons or locations during UAS operations.
360.4 PROGRAM COORDINATOR
Best Practice
The [agencyHead] shall appoint a program coordinator who will be responsible for the management of the UAS program. The program coordinator will ensure that policies and procedures conform to current laws, regulations, and best practices and will have the following additional responsibilities:
• Coordinating the FAA Certificate of Waiver or Authorization (COA) application process and ensuring that the COA is current, and/or coordinating compliance with FAA Part 107 Remote Pilot Certificate, as appropriate for agency operations. • Ensuring that all authorized UAS pilots and visual observers have completed all required FAA and [department_agency]-approved training in the operation, applicable laws, policies, and procedures regarding use of the UAS. • Developing uniform protocols for submission and evaluation of requests to deploy a UAS, including urgent requests made during ongoing or emerging events. Deployment of a UAS shall require written authorization of the [agencyHead] or the on-scene IC, depending on the type of mission.
638
Suisun City Fire Department
Fire Policy Manual
Unmanned Aerial Systems
Copyright Lexipol, LLC 2025/11/04, All Rights Reserved.
Published with permission by Suisun City Fire Department ***DRAFT*** Unmanned Aerial Systems - 3 • Coordinating the completion of the FAA Emergency Operation Request Form in emergency situations, as applicable (e.g., natural disasters, search and rescue, emergency situations to safeguard human life).
• Developing protocols for conducting criminal fire investigations involving a UAS, including coordinating with local law enforcement.
• Implementing a system for public notification of UAS deployment. • Developing operational protocols governing the deployment and operation of a UAS, including but not limited to:
o Safety oversight.
o Use of visual observers.
o Establishment of lost link procedures and secure communication with air traffic control facilities.
• Developing a protocol for fully documenting all missions. • Developing a UAS inspection, maintenance, and record-keeping protocol to ensure continued airworthiness of a UAS up to and including its overhaul or service life limitations.
• Developing protocols to ensure that all data intended to be used as evidence for fire investigations are accessed, maintained, stored, and retrieved in a manner that ensures its integrity as evidence, including chain-of-custody requirements. Electronic trails, including encryption, authenticity certificates, and date and time stamping, shall be used as appropriate to preserve individual rights and to ensure the authenticity and maintenance of a secure evidentiary chain of custody.
• Developing protocols that ensure retention and purge periods are maintained in accordance with established records retention schedules. • Recommending program enhancements, particularly regarding safety and information security.
• Ensuring that established protocols are followed by monitoring and providing periodic reports on the program to the Fire Chief.
• Maintaining familiarity with FAA regulatory standards, state laws and regulations, and local ordinances regarding the operations of a UAS.
360.5 PROCEDURE
Agency Content
Requests for UAS deployments will be made through the Duty Chief directly or via dispatch.
Approval for the request will be determined by the Duty Chief by initiating a UAS Call Out procedure.
360.5.1 UAS CALL OUT PROCEDURE
Agency Content
639
Suisun City Fire Department
Fire Policy Manual
Unmanned Aerial Systems
Copyright Lexipol, LLC 2025/11/04, All Rights Reserved.
Published with permission by Suisun City Fire Department ***DRAFT*** Unmanned Aerial Systems - 4 The dispatch center will gather the information pertaining to the request and contact the Duty Chief to notify him/her of the mission with all pertinent information available. The PIC will determine if the UAS can be deployed safely and either accept or decline the mission. The Duty Chief will make all notifications of mission acceptance or declination directly to the requesting party or through dispatch.
360.5.2 FLIGHT OPERATIONS
Agency Content
(a) All emergency response missions shall be approved by the Duty Chief and/or incident commander.
(b) A UAS shall only be operated by personnel, both pilots and crew members, who have been trained and qualified in the operation of the system. District members with UAS responsibilities, including chief officers, shall be provided training in the policies and procedures governing UAS use.
(c) Pilot in Command (PIC) reports to the Incident Commander, Division/ Group Supervisor or designee as determined by the Incident Commander. The PIC will accept or decline the mission and has final authority and responsibility for the operation and safety of flight. The PIC will determine the need of a Visual Observer and communicate that information to the IC any time before or during the mission. SCFD UAS Pilots should be identified in Vector Sscheduling.
(d) Visual Observer if assigned, reports to the Pilot in Command and is responsible for radio communications between the PIC and the Incident Commander, Division/ Group Supervisor or designee as determined by the Incident Commander, when face-to-face communication is not possible.
(e) Communications between UAS operations and Incident Command is best suited for face-to-face methods unless a Visual Observer is assigned. PIC of UAV do not have the ability to operate a communications device (portable radio, cellular phone, ect.) unless true hands-free technology is being utilized.
(f) Identification: The PIC, VO, or other persons assigned UAS duties for the purpose of flight will be identified by high visibility clothing with appropriate UAS position identifier. (g) When the UAS is being flown, UAS Pilots shall take steps to ensure the camera is focused only on the areas necessary to the mission.
(h) All flights will remain in FCC compliance, GPS reception mode and comply with FAA flight restrictions near designated Class A & B airports and municipal airports. (i) Airport towers within (5) five miles of flight will be notified by the PIC, VO or designee.
All pertinent information regarding the operation will be provided to the tower. A NOTAM (Notice to Airman) will be filed electroncially or by telephone as required by the FAA COA. At all times the flight will comply with the criteria provided in the FAA COA.
(j) The administration, safety policy, training requirements, general operating procedures and pre/post flight actions are contained within the SCFD UAS Operations Manual. 640
Suisun City Fire Department
Fire Policy Manual
Unmanned Aerial Systems
Copyright Lexipol, LLC 2025/11/04, All Rights Reserved.
Published with permission by Suisun City Fire Department ***DRAFT*** Unmanned Aerial Systems - 5 360.6 USE OF UAS
Best Practice MODIFIED
UAS operations should only be conducted consistent with FAA regulations.
Use of vision enhancement technology (e.g., thermal and other imaging equipment not generally available to the public) is permissible in viewing areas only where there is no protectable privacy interest or when undertaken as part of a fire investigation in compliance with a search warrant or court order. In all other instances, legal counsel should be consulted.
Only authorized operators who have completed the required training shall be permitted to operate the UAS.
360.6.1 PERMISSIBLE USES
Best Practice MODIFIED
The authorized missions for SCFD UAS may include but are not limited to:
1. In response to specific requests from local, state or federal fire authorities for fire response and prevention.
2. In response to any transportation type emergencies as defined in Title 49 of the Code of Federal Regulations.
3. Search and Rescue (SAR) missions as defined in California Government Code Section 26614.
4. Structural collapse and building evaluations for rescue, safety, and occupancy.
5. In response to hazardous materials spills or hazardous materials investigations.
6. Disaster response and recovery to include natural or human caused disasters including full overview of a disaster area for post incident analysis and documentation.
7. Public education development, training videos and documentation.
8. Fire prevention, pre-incident fire planning, fire investigations and code enforcement acitivities.
9. Pilot training missions which will be scheduled and directed by the UAV program coordinator under authority of the Training Chief or his/her desginee.
10. Explocive ordinance disposal (EOD) missions.
11. Any mission that deploy fire based tactical paramedics for on scene evaluation and monitoring.
12. Public safety and life preservation missions to include but not limited to hostage situations, active shooter, threats for use of incendiary or explosive devices.
13. Post fire or incident investigation to assist with cause, origin and documentation.
14. Providing close air support in the form of real time tactical information and personnel accountability on a wide range of emergency and non-emergency events.
Situations where a UAS may be considered for use include:
641
Suisun City Fire Department
Fire Policy Manual
Unmanned Aerial Systems
Copyright Lexipol, LLC 2025/11/04, All Rights Reserved.
Published with permission by Suisun City Fire Department ***DRAFT*** Unmanned Aerial Systems - 6 • Hazardous materials incidents.
• Structure fires.
• Mass casualty incidents.
• Search and rescue.
• Wildland fires.
• High-rise incidents.
• Natural and manmade disaster response.
• Video/photographs for investigative support.
•
• During training activities.
• Anytime an aerial view of the emergency scene is appropriate. 360.6.2 PROHIBITED USES
Federal
Department UAS shall not be used:
• To conduct random surveillance activities.
• To target a person based solely on actual or perceived#characteristics, such as to race, ethnicity, national origin, religion, sex, sexual orientation, gender identity or expression, economic status, age, cultural group, or disability. • To harass, intimidate, or discriminate against any individual or group. • To conduct personal business of any type.
360.7 RETENTION OF DATA
Best Practice
Data collected by the UAS shall be retained as provided in the established records retention schedule.
360.8 OWNERSHIP AND USE OF DATA
Best Practice
The use of any photography or electronic imaging made by [Department_Agency] members while using a UAS shall comply with the requirements of the Photography and Electronic Imaging Policy and the Patient Medical Record Security and Privacy Policy. 642
AGENDA ITEM NO. 25.
AGENDA TRANSMITTAL
MEETING DATE:
December 16, 2025
AGENDA ITEM:
Council Adoption of Resolution No. 2025 -__: A Resolution of the City Council of the City of Suisun City, California, Adopting Rules of Procedures and Conduct of Commissioners, Committee Members, and Board Members.
FISCAL IMPACT:
None.
STRATEGIC PLAN:
Good Governance.
BACKGROUND:
In October 2024, the City Council updated its Norms and Procedures for City Council Members. This Resolution will adopt similar rules and procedures for the City’s Commissions, Boards, and Committees. In particular, the Resolution addresses standards of conduct, demeanor, decorum, conduct during meetings, code of ethics, conflicts of interest, political activities, use of office for personal gain, and the representation of the Commissioner’s Belief as the Belief of the Commission.
On June 3, 2025, the City Council considered the draft Norms and Procedures for Commissions, Boards, and Committees. The Council requested that certain amendments be made to the draft and that input be received from Commissions, Boards, and Committees. The draft was presented to the Recreation, Parks, and Marina Commission on September 2, 2025, and to the Planning Commission on November 25, 2025.
STAFF REPORT:
In accordance with prior direction from Council, staff has prepared the attached draft Rules of Procedure for the Conduct of City Commissioners, Committee Members, and Board Members for the City Council’s consideration.
Currently, there is no citywide policy that outlines procedural and conduct expectations for Commissioners, Committee Members, and Board Members. While these officials have been following implicit expectations, it is more prudent and appropriate to have a formal document that outlines their expectations and the consequences for failure to comply.
Specifically, this Resolution outlines six steps regarding commission decorum and meeting conduct. It requires officials who wish to speak to address the chair to be confined to the question under debate, not to interrupt one another, and to provide each other with utmost courtesy, and grants officials the right to move to require the chair to enforce these rules.
This Resolution requires every public official to follow a code of ethics and to conduct themselves in a manner that will preserve public confidence in and respect for the government they represent. This code requires each official to treat all citizens with courtesy, impartiality, and equality under the law, and to avoid any actual or potential conflicts between their private self-interests and the public interest.
This Resolution briefly describes the obligations of officials under the State Political Reform Act regarding Form 700 disclosures of economic interests and conflicts of financial or personal gain. It also 643
addresses conflicts related to incompatible employment, representation of private persons, and a prohibition on receipt of gifts and favors. It also prohibits officials from engaging in any political activity that would conflict with their official duties.
This Resolution prevents officials from using or attempting to use their roles with the City for personal gain, including financial, career, social, and personal-satisfaction-related gains. To more specifically implement this obligation, the Resolution prohibits officials from wearing any part of their City uniform to an event where they are not conducting official City business. It also prohibits officials from speaking on behalf of the City or their Commission, Board, or Committee. It encourages individual officials to clarify that they are speaking in their individual capacity whenever it may otherwise be unclear.
City officials have mostly been following these expectations so far, as they are generally implied in their roles with the City. However, it is wise for the City to formalize these expectations and rules in writing to avoid misunderstandings or future issues. This Resolution states that a violation of any ethical rules or the standards of conduct outlined in the Resolution may lead to the official’s removal from their position.
Recreation, Parks & Marina Commission and Planning Commission Comments The two commissions had similar comments on commission absences (and the removal for failure to attend regularly scheduled meetings), as well as on commissioner comments at engagements and on social media posts. There were also concerns about election-related activities or personal activities. To address these issues, the draft Code of Conduct includes a definition of unexcused absences and expands on activities with the press, social events, and political activities. I have included a redline version with the changes.
Staff recommends that the City Council consider the draft Resolution, provide direction to staff on any desired modifications, and consider adopting the Code of Conduct.
STAFF RECOMMENDATION:
It is recommended that the City Council Adopt Resolution No. 2025- __: A Resolution of the City Council of the City of Suisun City, California, Adopting Rules of Procedures and Conduct of Commissioners, Committee Members, and Board Members.
PREPARED BY:
Patrick Enright, City Attorney
REVIEWED BY:
City Attorney.
APPROVED BY:
Bret Prebula, City Manager.
ATTACHMENTS:
1. Resolution.docx
2. Commissioner Rules of Procedure and Conduct 2025
644
RESOLUTION NO. 2025-__
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SUISUN
CITY, CALIFORNIA , TO ADOPT RULES OF PROCEDURE FOR THE
CONDUCT OF COMMISSIONERS, COMMITTEE MEMBERS , AND
BOARD MEMBERS
WHEREAS, the primary intent of California’s open meeting law, the Brown Act, is that the people’s business be conducted openly and transparently, after providing an opportunity to the largest number of members of the public to directly address a city commission, committee, or board before any action is taken on any item. The Brown Act mandates that city commissions, committee and boards adopt rules for “the conduct of business” and requires that agendas for regular meetings pro vide “an opportunity for members of the public to directly address the legislative body on any item of interest to the public” including agenda items before or during the legislative body’s consideration of the item that is within the subject matter jurisdiction of the legislative body.
WHEREAS, the Brown Act provides that city councils “may adopt reasonable regulations to ensure the intent” of the Brown Act is carried out. As amended by the City Council of Suisun City , the rules of procedure provide an opportunity for members of the public to directly address the commission, committee, and board on any item on the agenda before consideration of the item, in full compliance with the Brown Act, at a reasonable time. The City Council of Suisun City periodically reviews and amends the commission, committee, and board rules of procedure to facilitate the efficient and transparent conduct of the City’s business at a reasonable hour.
WHEREAS, the City Council desires to amend the rules of order to facilitate effective and efficient meeting management, greater transparency, and meaningful public participation.
NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF SUISUN CITY DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. PURPOSE AND INTENT
The City Council, by ordinance, has established a number of commissions, committees and boards (collectively referred to herein as “Commissions”) which receive information, investigate, review and make decisions and recommendations regarding many areas of the City’s business. In creating these Commissions, the City Council has further obligated itself to establish procedural regulations and standards of conduct for commissioners, committee members, and board members in carrying out their duties on behalf of the City. The purpose of this Resolution is to set forth those procedural regulations and standards of conduct, with the intent that these regulations and standards will apply to all City commissioners, committee members, and board members (collectively referred to herein as “Commissioners”).
It is specifically not the intent of this Resolution that the regulations and standards set forth herein should preempt or supersede conflicting regulations and standards or state or federal law. Where 645
a conflicting provision appears in state law or City ordinances relating to a particular Commission, the specific law or ordinance shall apply rather than the general provisions set forth herein.
SECTION 2. PROCEDURAL RULES AND STANDARDS OF CONDUCT
A. Commissioner Appointment: Members of each Commission shall be appointed and shall serve for the period of time set forth in the ordinance creating the Commission. Where there is no ordinance establishing a term, members of the C ommission shall be appointed and shall serve terms concurrent with the appointing Council Member.
No person shall con currently serve on two or more C ommissions unless the City Council determines that there is no conflict in serving in those roles.
B. Commissioner Removal: Commissioners shall serve at the pleasur e of Mayor and City Council. Commissioners may be removed by the Mayor without cause, as follows:
1. At the request of the Mayor, a Commissioner may be removed from office by a majority vote of the City Council.
2. At the request of a Council Member (with the Mayor dissenting), a Commissioner may be removed from office by a majority vote of the City Council.
Vacancies must be reported to the City Clerk and shall be filled in accordance with the law.
C. Commission Attendance: Commissioners are strongly encouraged to attend all regularly scheduled meetings. Any member of a C ommission who misses more than three regularly scheduled meetings within a ny fiscal year , without being excused by the Commission, shall be deemed to have vacated their position on the Commission. The C hair of the C ommission shall report to the Mayor or other person charged wi th appointing members of the C ommission, to the City Clerk, and to the member whose position has been declared vacated that a vacancy exists.
An absence is unexcused if the Commissioner fails to notify the Chair of the absence and does not have a substantial and compelling reason for the absence. Compelling reasons , including emergencies, illness, or unavoidable circumstances, may justify the absence, while noncompelling reasons, such as personal convenience, would not justify the absence.
D. Terms of Office: Any C ommissioner may be appointed and reappointed to an unlimited number of repeated terms of office.
E. Residency Requirements: No person who is not a resident of the City shall serve on any Commission having the authority to make binding decisions . Planning Commissioners shall be residents of Suisun City and shall maintain United States citizenship.
F. Commission Meetings: Each Commission shall hold regular meetings at times and dates established by resolution of each C ommission, in accordance with meeting room and staff availability. Such meetings shall be held at the stated time and in a public place, and notice of such 646
meetings shall be given in accordance with the provisions of the Brown Act, Government Code Section 54950 et seq. Each C ommission shall meet at least once a year for the purpose of reorganization.
G. Commission Members May Serve Without Pay : Except where otherwise specifically provided by ordinance or resolution , C ommissioners may serve with pay as established by ordinance and resolution. Commissioners shall not be reimbursed for time lost from work on City business. Commissioners may be reimbursed for actual costs expended while on City business, with the prior approval of the City Manager. Commissioners may be reimbursed for the use of their personal vehicles for City business at the rate allowed per mile for City e mployees and officers using personal vehicles on City business, with the prior approval of the City Manager.
H. Commission Demeanor, Decorum and Conduct of Meetings:
1. Any Commissioner desiring to speak shall address the Chair and, upon recognition by the C hair, shall confine remarks to the question under debate.
2. A C ommissioner desiring to question the staff shall address the Commissioner’s question to the City Manager or City Attorney, in appropriate cases, who shall be entitled either to answer the inquiry personally or to designate some member of the staff for that purpose.
3. A Commissioner, once recognized, shall not be interrupted while speaking unless called to order by the Chair; unless another Commissioner raises a point of order; or unless the speaker chooses to yield to questions from another Commissioner.
4. Any Commissioner called to order while the Commissioner is speaking shall cease speaking immediately until the question of order is determined. If the Commissioner is ruled to be in order, the Commissioner shall be permitted to proceed. If the point or issue is ruled to be not in order, the Commissioner shall remain silent or shall alter the Commissioner’s remarks so as to comply with these rules.
5. Commissioners shall accord the utmost courtesy to each other, to City employees, and to the public appearing before the Commission and shall refrain at all times from rude and derogatory remarks, reflections as to integrity, abusive comments , and statements as to motives and personalities.
6. Any Commissioner may move to require the Chair to enforce the rules, and the affirmative vote of a majority of the Commission shall require the Commissioner to so act.
I. Action by Resolution or Minute Action : Actions of C ommissions shall be taken by resolution or minute action.
J. Code of Ethics: The public judges its government by the way public officials and employees conduct themselves in the posts to which they are elected or appointed. The people have a right to expect that all public officials will conduct themselves in a manner that will tend to 647
preserve public confidence in and respect for the government represented. Such confidence and respect can best be promoted if every public official and employee, whether paid or unpaid, a nd whether elected or appointed, will uniformly: (a) treat all citizens with courtesy, impartiality, fairness and equality under the law; and (b) avoid both actual and potential conflicts between their private self -interests and the public interest. This code of ethics should apply to all Commissioners.
K. Conflicts of Interest: The State Political Reform Act applies to all Commissioners. Two important provisions:
1. Form 700 Disclosure of Economic Interest. The Act requires public officials to disclose assets and income that may be materially affected by their official actions by filing a “Statement of Economic Interests” (also known as a “Form 700”). For this Resolution, the requirement applies to all Commissioners. Each must file the Form 700 within 30 days after assuming office, annually, and upon leaving office, a final statement. Confer with the City Clerk as to this requirement.
2. Financial or Personal Interest. Generally, in addition to the disclosure requirements for Form 700 filers , the Act requires all C ommissioners to disqualify themselves from making, participating in making, or in any way attempting to use their official position to influence a governmental decision in which they know or have reason to know they have a financial interest.
An official has a disqualifying financial interest in a decision if the decision will have a reasonably foreseeable material financial effect, distinguishable from its effect on the public generally, directly on the official or a member of the official’s immediate family, or on certain financial interests identified in the Act . A public official’s financial interests include certain business entities, real property, sources of income, donors of gifts, and certain personal finances of the public official and immediate family.
Whenever the performance of off icial duties shall require any C ommissioner to vote on any matter involving a financial or personal interest, the Commissioner, prior to the consideration of the matter, must immediately:
(i) Identify each financial interest that gives rise to the conflict in detail sufficient to be understood by the public (except that disclosure of the exact street address of a residence is not required);
(ii) Publicly state the Commissioner’s recusal from the matter; and (iii) Leave the room until after the disposition of the matter unless the matter appears on a consent calendar.
Under limited circumstances, the Commissioner may appear before the board and speak as a member of the public regarding an applicable personal interest (e.g., a project may impact their residence). A former C ommissioner shall not, within one year after the date of termination from office, represent any person or business in a matter in which the former C ommissioner has performed an official act.
L. Representation of Private Persons: No Commissioner shall appear on behalf of any private 648
person, other than the Commissioner’s self, before any Commission or the City Council on a matter which is within the jurisdiction of their Commission except with permission of Commission, where the Commissioner does not otherwise have a financial interest in the representation and where the Commissioner refrains from official participation in the matter.
M. Incompatible Employment: No Commissioner shall engage in private employment with or render services for, any private person who has business transactions with the City which may come before the Commission for recommendation or decision, unless the Commissioner has first made full public disclosure o f the nature and extent of such employment services , and the City Attorney has determined that such outside position is not an “incompatible office.”
N. Gifts and Favors: No Commissioner shall accept any gift whether in the form of money, thing, favor, loan, or promise, that would not be offered or given if the Commissioner were not in such a position.
O. Confidential Information: No C ommissioner shall, without prior formal a uthorization of the City Council, disclose any confidential information concerning any other official or employee, or any other person, or any property or governmental affairs of the City. Whether or not it involves disclosure, no Commissioner shall use or permit the use of any such confidential information to advance the financial or personal interests of the Commissioner or any other person.
P. Fair and Equal Treatment: No Commissioner shall grant or make available to any person any consideration, treatment, advantage, or favor beyond that which it is the general practice to grant or make available to the public at large. No official or employee shall request, use, or permit the use of any publicly owned or publicly supported property, vehicle, equipment, labor, or service for the personal convenience or the private advantage of the official or employee or any other person.
Q. Political Activities: No C ommissioner shall participate in any political activity which would be in conflict or incompatible with the performance of the Commissioner’s official functions and duties for the City. No Commissioner may use the Commissioner’s official authority or position for the purpose of influencing or interfering with or affecting the results of any election, nor shall the Commissioner solicit funds or contributions or accept or receive funds or contributions from City employees for political purposes. No C ommissioner may distribute pamphlets, petitions or handbills while the Commissioner is performing the C ommissioner’s official functions and duties with the City. Nothing herein shal l be construed to prohibit any Commissioner from participating in the political process in the Commissioner’s capacity as a private citizen.
R. Use of Office for Personal Gain : Commissioners shall not use or attempt to use their role for personal gain. This includes financial, career, social, and personal-satisfaction-related gains, as well as any other benefits driven by self-interest. Commissioners shall not wear any part of their City uniform, badge or other C ity insignia to a meeting, an event or occasion a Commissioner attends where they are not conducting official City business.
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S. Representation of Commissioner’s Beliefs as Belief of Commission:
(1) Communication with the Public, Press and other Media . Commissioners shall not speak on behalf of the City or their Commission . Only the Commissioners as a whole have the authority to speak on behalf of the Commission. In order to avoid any appearance that a Commissioner is speaking on behalf of the Commission, the C ommissioner should clarify that they are speaking in their individual capacity whenever there is risk of misunderstanding of authority.
There may be instances where it is appropriate for Commissioners to provide public statements about City events and policy matters to the public and press in an official capacity; however, Commissioners must coordinate with City staff and seek approval first from the Mayor and/or City Manager prior to giving such stat ements. Upon approval from the Mayor and/or City Manager, City staff will coordinate and organize public communication and inquiries from the media related to official statements to include the Chair of the Commission, or a representative designated by the Commission, who may clarify actions taken by the Commission, fairly and accurately recap Commission conversation, or outline next steps. The Chair or designee must not editorialize, offer personal opinion, or speculate on future actions when speaking in an official capacity. A Commissioner may recite Commission positions, activities, and actions taken and state factual accounts of those actions.
(2) Community Relations and Engagement/Social Media . Commissioners may not, in an official capacity, represent their Commission or the City to the general public without City Council approval. Commissioners may not use city logos, branding, name tag, business cards, or other collateral to represent their private, personal or political interests.
Any time th at a Commissioner uses their Commission title, is wearing their Commissioner name badge or references their membership on a City Commission when speaking publicly or on social media, they must state that they are speaking in an individual capacity and not as a representative of the City of Suisun City.
(3) Election-related Activity or Personal Activity . Commissioners are prohibited from using their position as a Commissioner for political or personal gain. For example, while potential ballot measures are under consideration or while candidate campaign s are being carried out, Commissioners can elect to participate in campaign activity individually but cannot use City resources to support that activity. Thus, Commissioners may engage in election -related activity as community members, and may use their Commission title(s), current or former, for identification purposes, so long as they affirmatively declare that they do not represent the City or any legislative body of the City.
T. Violations of Ethical Rules or Standards of Conduct : Any violation of an ethical rule or standard of conduct may result in removal from the Commission.
U. Channels of Communication: Commissioners should communicate with City staff through the City Manager or the City employee who has been designated by the City Manager as staff liaison to the Commission.
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SECTION 3. ADDRESSING THE COMMISSION - DECORUM AND ORDER
A. Manner of Addressing the Commission
1. Any member of the public desiring to address the Commission shall proceed to the podium and wait to be recognized by the Presiding Officer. After being recognized, the member of the public shall state their name and address for the record.
2. All remarks and questions shall be addressed to the Chair and not to any individual Commission Member, staff member or other person. During a public hearing, all remarks shall be limited to the subject under consideration. No person shall enter into any discussion without being recognized by the Presiding Officer.
3. Any member of the Commission who the Presiding Officer has recognized for such a purpose may address or respond to members of the public who have addressed the Commission pursuant hereto. Such an address or response shall not exceed three minutes in length, and shall be deemed to express the individual position or opinion of the Commissioner offering the same and shall not be construed to bind the Commission or the City in any manner. Unl ess otherwise directed by the Commission, the restrictio ns imposed by this Subsection (A ) shall apply only to those portions of the Commission Agenda during which members of the public are permitted to make oral communications to the Commission.
B. Time Provided for Communications from the Public: Any member of the public desiring to address the Commission shall be provided three minutes for their statement unless further time has been granted by the Presiding Officer in the individual case, or is limited in accordance with Section 3(D). Public comments to the Commission may also be submitted to the City Clerk or Commission Secretary in written format, either by email or other form of written correspondence.
The City Clerk or Commission Secretary shall provide all written public comments to the Commission when received and/or during the Commission meeting. The City Clerk or Commission Secretary is not required to read each comment into the record.
C. Addressing the Commission after Motion is Made: After a motion has been made, or after a public hearing has been closed, no member of the public shall address the Commission.
D. Limitations Regarding Communications from the Public and Reports: The making of oral communications to the Commiss ion by any member of the public during the “Communications from the Public” portion of the agenda shall be subject to the following limitations:
1. At any time, before or after the oral communication has commenced, the Presiding Officer may, if the Presiding Officer deems it preferable, direct that the communication be made instead either to the Development Services Director or other appropriate staff member during regular business hours, or in writing, for subsequent submittal to Commissioners.
2. The Presiding Officer may limit the number of speakers heard on non-agenda topics at a single meeting. Those whose presentations are postponed shall be given priority at the next meeting during the “Communications from the Public” agenda item. 651
3. If it appears th at several speakers desire to speak regarding a single topic, the Presiding Officer may reasonably limit the number speaking, as to each side of an issue. In this regard, preference may be given to speakers who represent groups of persons who have designated a spokesperson.
E. Decorum and Order – Commissioners: The following Parliamentary Procedures are meant to establish a framework for the orderly conduct of meetings, encourage discussion, and facilitate decision making by the body. The rules of order ar e meant to create an atmosphere in which Commissioners and members of the public can conduct business efficiently, fairly, and with full participation. And at the same time, it is up to the Chair and Commissioners to maintain common courtesy and decorum. I t is always best for only one person at a time to have the floor, and it is always best for every speaker to be first recognized by the Chair before proceeding to speak. The basic format for an agenda item discussion is as follows:
First, the Chair should clearly announce the agenda item number and should clearly state what the subject is.
Second, following the agenda format, the Chair should invite the appropriate people to report on the item.
Third, the Chair should ask Commissioners if they h ave any technical questions for clarification.
Fourth, the Chair should invite public comments.
Fifth, the Chair should invite a motion.
Sixth, the Chair should determine if any Commissioners wish to second the motion.
Seventh, if the motion is mad e and seconded, the Chair should make sure everyone understands the motion.
Eighth, the Chair should now invite the Commissioners to discuss the motion.
Ninth, the Chair takes a vote. Simply asking for “ayes” and then the “nays” is normally sufficient.
Tenth, the Chair should announce the result of the vote and should announce what action (if any) the body has taken.
F. Decorum and Order – Public: Members of the public attending any Commission meeting shall avoid any conduct that actually disrupts, disturbs, impedes, or renders infeasible the orderly conduct of the meeting.
As set forth in Government Code Section 54957.9, if any meeting is willfully interrupted by a group or groups of persons so as to render the orderly conduct of such meeting unfeasible and order cannot be restored by the removal of individuals who are willfully interrupting the meeting, 652
the members of the Commission may order the meeting room cleared and continue the session.
Only matters appearing on the agenda may be considered in such a session. Duly accredited representatives of the press or other news media, except those participating in the disturbance, shall be allowed to attend any session held pursuant to this section. Nothing in this section shall prohibit the Commission from establishing a procedure for readmitting an individual or individuals not responsible for willfully disturbing the orderly conduct of the meeting.
The following guidelines shall apply to all interactions between the public and Commissioners:
1. All comments and interactions shall be conducted in a respectful manner.
2. Threats, including threats of violence, will not be tolerated.
3. Members of the public and Commissioners resolve to refrain from any behavior that disrupts or threatens to disrupt the Commission and governmental operations, including the following:
(a) Insulting, demeaning, intimidating, or offensive communications, including but not limited to, racial, ethnic, religious, sexual orientation or other offensive language against an individual or group of individuals;
(b) Harassment, threats or intimidation of any Commission er, City staff or member of the public;
(c) Willful destruction of property damage;
(d) Conduct that threatens to provoke a violent reaction or that amounts to sexual harassment;
(e) A continuing pattern of disruptive behavior; and
(f) Notwithstanding the above, members of the public do have the right to make personal, critical or harsh remarks about any matter before the Commission.
G. Enforcement of Decorum : As set forth in Government Code Section 54957.95, the Presiding Officer may remove, or cause the removal of, an individual for disrupting the meeting.
Prior to removing an individual, the Presiding Officer must warn the individual that their behavior is disrupting the meeting and that their failure to cease their behavior may result in their removal.
The Presiding Officer may then remove the individual if they do not promptly cease their disruptive behavior. As used in this paragraph, “disrupting” means engaging in behavior during a meeting of the Commission that actually disrupts, disturbs, impedes, or renders infeasible the orderly conduct of the meeting.
Notwithstanding the preceding paragraph, if the individual disrupting the meeting is using force or a true threat of force, that individual may be removed without a prior warning to cease their behavior.
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SECTION 4. MOTIONS
A. Processing of Motions : When a motion is made and seconded, it shall be stated by the Presiding Officer before debate. The mover shall not withdraw a motion so stated without the consent of the person seconding it.
B. Motions out of Order: The Presiding Officer may at any time, by majority consent of the Commission, permit a member to introduce an ordinance, resolution, or motion out of the regular agenda order.
C. Division of Question : If the question contains two or more divisional propositions, the Presiding Officer may, and u pon request of a member shall, divide the motion into two separate motions.
D. Precedence of Motions : When a motion is before the Commission, no motion shall be entertained except the following, which shall have precedence in the following order:
1. Adjourn
2. Fix Hour of Adjournment
3. Table
4. Limit or Terminate Discussion
5. Amend
6. Postpone
E. Motion to Adjourn (Not Debatable): A motion to adjourn shall be in order at any time, except as follows:
1. When repeated without intervening business or discussion;
2. When made as an interruption of a member while speaking;
3. When the discussion has been ended, and a vote on a motion is pending; and
4. While a vote is being taken.
A motion to adjourn “to another time” shall be debatable only as to the time to which the meeting is adjourned.
F. Motion to Fix Hour of Adjournment: Such a motion shall be set to a definite time at which to adjourn and shall be undebatable and shall be unamendable except by unanimous vote.
G. Motion to Table : A motion to tabl e shall be used to bypass the subject temporarily . A motion to table shall be undebatable and shall preclude all amendments or debate of the subject 654
under consideration. If the motion shall prevail, the matter may be “taken from the table” at any time prior to the end of the next regular meeting.
H. Motion to Limit or Terminate Discussion : Such a motion shall be used to limit or close debate on, or further amendment to, the main motion and shall be undebatable. If the motion fails, debate shall be reopened; if the motion passes, a vote shall be taken on the main motion.
I. Motion to Amend: A motion to amend shall be debatable only as to the amendment. A motion to amend an amendment shall be in order, but a motion to amend an amendment to an amendment shall not be in order. An amendment modifying the intention of a motion shall be in order, but an amendment relating to a different matter shall not be in order. A substitute motion on the same subject shall be acceptable, and voted on before a vote on the amendment.
Amendments shall be voted on first, then the main motion as amended.
J. Motion to Continue : Motions to continue to a definite time shall be amendable and debatable as to propriety of postponement and time set.
K. When Multiple Motions are Before the Governing Body : Up to three motions may be on the floor simultaneously. When two or three motions are on the floor (after motions and seconds) at the same time, the first vote should be the last motion made.
SECTION 5. VOTING PROCEDURE
A. Voting Procedure: In acting upon every motion, the vote shall be taken by voice, roll call, or any other method by which the vote of each Commissioner present may be clearly ascertained.
The vote on each motion shall then be entered in full upon the reco rd. The City Clerk or Commission Secretary shall call the names of all members seated when a roll call vote is ordered or required. The order of voting shall be the maker of the motion first. The second shall be next.
The next two shall be alternated and the Chairperson shall be last. Members shall respond “aye,” “no” or “abstain,” provided that when a vote is collectively taken by voice or when a method of voting other than by voice or roll call is used, any Commissioner not audibly and clearly responding “no” or “abstain” or otherwise registering an objection shall have his vote recorded as “aye.”
Any question before the Commission shall not require a roll call vote unless demanded by a member. It shall not be in order for members to explain their vote during roll call. Any member may change their vote before the next item of business.
B. Failure to Vote : Every Commissioner should vote unless disqualified for cause.
Disqualification for cause includes but is not limited to, a conflict of interest in the decision that legally requires the Commissioner recusal and disqualification from the decision.
C. Reconsideration: Any Commissioner who voted with the majority may move a reconsideration of any action at the same meeting. After a motion for reconsideration has once been acted upon, no other motion for reconsideration thereof shall be made without unan imous consent of the Commission.
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D. Tie Votes: Tie votes shall be lost motions. When all Commissioners eligible to vote are present, a tie vote on whether to grant an appeal from official action shall be considered a denial of such appeal unless the Com mission takes other action to further consider the matter. If a tie vote results at a time when fewer than all members of the Commission who are eligible to vote are present, the matter shall automatically be continued to the agenda of the next regular me eting of the Commission, unless otherwise ordered by the Commission.
SECTION 6. ADMINISTRATIVE OVERSIGHT OF A ND ASSISTANCE TO
COMMISSIONS
A. Each Commission shall be assigned appropriate administrative support, under the oversight of the City Manager, to provide administrative assistance with such matters as the preparation of agendas, recommendations for action, minutes, memoranda of decisions and official correspondence, and shall coordinate the clerical and technical work of the Commission in administering their official functions. Such administrative support shall attend Commission meetings, but shall serve in an advisory capacity only and shall have no voting rights.
B. The City Clerk shall be the custodian of records for all Commissions. Minutes of Commission meetings shall be provided to the City Council.
SECTION 7. This Resolution shall take effect immediately , and any other version of these Policies and Procedures is hereby repealed and replaced with the Policies and Procedures contained in this Resolution.
SECTION 8. The City Clerk shall certify the adoption of this Resolution.
PASSED AND ADOPTED at a Regular Meeting of the City Council of the City of Suisun City duly held on the 16th day of December 2025, by the following vote:
AYES: Councilmembers:
NOES: Councilmembers:
ABSENT: Councilmembers:
ABSTAIN: Councilmembers:
WITNESS my hand and the seal of said City this 16th day of December 2025.
Anita Skinner
City Clerk
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RESOLUTION NO. 2025-__
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SUISUN
CITY, CALIFORNIA TO ADOPT RULES OF PROCEDURE FOR THE
CONDUCT OF COMMISSIONERS, COMMITTEE MEMBERS , AND
BOARD MEMBERS
WHEREAS, the primary intent of California’s open meeting law, the Brown Act, is that the people’s business be conducted openly and transparently, after providing an opportunity to the largest number of members of the public to directly address a city commission, committee, or board before any action is taken on any item. The Brown Act mandates that city commissions, committee and boards adopt rules for “the conduct of business” and requires that agendas for regular meetings pro vide “an opportunity for members of the public to directly address the legislative body on any item of interest to the public” including agenda items before or during the legislative body’s consideration of the item that is within the subject matter jurisdiction of the legislative body.
WHEREAS, the Brown Act provides that city councils “may adopt reasonable regulations to ensure the intent” of the Brown Act is carried out. As amended by the City Council of Suisun City , the rules of procedure provide an opportunity for members of the public to directly address the commission, committee, and board on any item on the agenda before consideration of the item, in full compliance with the Brown Act, at a reasonable time. The City Council of Suisun City periodically reviews and amends the commission, committee, and board rules of procedure to facilitate the efficient and transparent conduct of the City’s business at a reasonable hour.
WHEREAS, the City Council desires to amend the rules of order to facilitate effective and efficient meeting management, greater transparency, and meaningful public participation.
NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF SUISUN CITY DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. PURPOSE AND INTENT
The City Council, by ordinance, has established a number of commissions, committees and boards (collectively referred to herein as “Commissions”) which receive information, investigate, review and make decisions and recommendations regarding many areas of the City’s business. In creating these Commissions, the City Council has further obligated itself to establish procedural regulations and standards of conduct for commissioners, committee members, and board members in carrying out their duties on behalf of the City. The purpose of this Resolution is to set forth those procedural regulations and standards of conduct, with the intent that these regulations and standards will apply to all City commissioners, committee members, and board members (collectively referred to herein as “Commissioners”).
It is specifically not the intent of this Resolution that the regulations and standards set forth herein should preempt or supersede conflicting regulations and standards or state or federal law. Where a conflicting provision appears in state law or City ordinances relating to a particular Commission, the specific law or ordinance shall apply rather than the general provisions set forth herein.
SECTION 2. PROCEDURAL RULES AND STANDARDS OF CONDUCT
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A. Commissioner Appointment: Members of each C ommission shall be appointed and shall serve for the period of time set forth in the ordinance creating the Commission. Where there is no ordinance establishing a term, members of the C ommission shall be appointed and shall serve terms concurrent with the appointing Council Member.
No person shall con currently serve on two or more C ommissions, unless the City Council determines there is no conflict serving in the roles.
B. Commissioner Removal: Commissioners shall serve at the pleasure of Mayor and City Council. Commissioners may be removed by the Mayor without cause, as follows:
1. At the request of the Mayor, a Commissioner may be removed from office by a majority vote of the City Council.
2. At the request of a Council Member (with the Mayor dissenting), a Commissioner may be removed from office by a majority vote of the City Council.
Vacancies must be reported to the City Clerk and shall be filled in accordance with the law.
C. Commission Attendance: Commissioners are strongly encouraged to attend all regularly scheduled meetings. Any member of a C ommission who misses more than three regularly scheduled meetings within a ny fiscal year , without being excused by the Commission, sha ll be deemed to have vacated their position on the Commission. The C hair of the C ommission shall report to the Mayor or other person charged wi th appointing members of the C ommission, to the City Clerk, and to the member whose position has been declared vacated, that vacancy exists.
An absence is unexcused if the commissioner fails to notify the Chair of the absence and does not have a substantial and compelling reason for the absence. Compelling reasons including emergencies, illness or unavoidable circumstances, while noncompelling reasons such as personal convenience, would not justify the absence.
D. Terms of Office: Any C ommissioner may be appointed and reappointed to an unlimited number of repeated terms of office.
E. Residency Requirements: No person who is not a resident of the City shall serve on any Commission having the authority to make binding decisions . Planning Commissioners shall be residents of Suisun City and shall maintain United States citizenship.
F. Commission Meetings: Each Commission shall hold regular meetings at times and dates established by resolution of each C ommission, in accordance with meeting room and staff availability. Such meetings shall be held at the stated time and in a public place, and notice of such meetings shall be given in accordance with the provisions of the Brown Act, Government Code Section 54950 et seq. Each C ommission shall meet at least once a year for the purpose of reorganization.
G. Commission Members May Serve Without Pay : Except where otherwise specifically provided by ordinance or resolution , C ommissioners shall serve with pay as established by ordinance and resolution. Commissioners shall not be reimbursed for time lost from work on City business. Commissioners may be reimbursed for actual costs expended while on City business, with the prior approval of the City Manager. Commissioners may be reimbursed for the use of 658
their personal vehicles for City business at the rate allowed per mile for City employees and officers using personal vehicles on City business, with the prior approval of the City Manager.
H. Commission Demeanor, Decorum and Conduct of Meetings:
1. Any Commissioner desiring to speak shall address the Chair and, upon recognition by the C hair, shall confine remarks to the question under debate.
2. A C ommissioner desiring to question the staff shall address the Commissioner’s question to the City Manager or City Attorney, in appropriate cases, who shall be entitled either to answer the inquiry personally or to designate some member of the staff for that purpose.
3. A Commissioner, once recognized, shall not be interrupted while speaking unless called to order by the Chair; unless another Commissioner raises a point of order; or unless the speaker chooses to yield to questions from another Commissioner.
4. Any Commissioner called to order while the Commissioner is speaking shall cease speaking immediately until the question of order is determined. If the Commissioner is ruled to be in order, the Commissioner shall be permitted to proceed. If the point or issue is ruled to be not in order, the Commissioner shall remain silent or shall alter the Commissioner’s remarks so as to comply with these rules.
5. Commissioners shall accord the utmost courtesy to each other, to City employees, and to the public appearing before the Commission and shall refrain at all times from rude and derogatory remarks, reflections as to integrity, abusive comments , and statements as to motives and personalities.
6. Any Commissioner may move to require the Chair to enforce the rules, and the affirmative vote of a majority of the Commission shall require the Commissioner to so act.
I. Action by Resolution or Minute Action : Actions of C ommissions shall be taken by resolution or minute action.
J. Code of Ethics : The public judges its government by the way public officials and employees conduct themselves in the posts to which they are elected or appointed. The people have a right to expect that all public officials will conduct themselves in a manner that will tend to preserve public confidence in and respect for the government represented. Such confidence and respect can best be promoted if every public official and employee, whether paid or unpaid, and whether elected or appointed, will uniformly: (a) treat all citizens with courtesy, impartiality, fairness and equality under the law; and (b) avoid both actual and potential conflicts between their private self -interests and the public interest. This code of ethics should apply to all Commissioners.
K. Conflicts of Interest: The State Political Reform Act applies to all Commissioners. Two important provisions:
1. Form 700 Disclosure of Economic Interest. The Act requires public officials to disclose assets and income that may be mate rially affected by their official actions by filing a “Statement of Economic Interests” (also known as a “Form 700”). For this Resolution, the requirement applies to all Commissioners. Each must file the Form 700 within 30 days after assuming office, annually, 659
and upon leaving office, a final statement. Confer with the City Clerk as to this requirement.
2. Financial or Personal Interest. Generally, in addition to the disclosure requirements for Form 700 filers , the Act requires all Commissioners to disqualify themselves from making, participating in making, or in any way attempting to use their official position to influence a governmental decision in which they know or have reason to know they have a financial interest.
An official has a disqualifying financial interest in a decision if the decision will have a reasonably foreseeable material financial effect, distinguishable from its effect on the public generally, directly on the official or a member of the official’s immediate fam ily, or on certain financial interests identified in the Act . A public official’s financial interests include certain business entities, real property, sources of income, donors of gifts, and certain personal finances of the public official and immediate family.
Whenever the performance of off icial duties shall require any C ommissioner to vote on any matter involving a financial or personal interest, the Commissioner, prior to the consideration of the matter, must immediately:
(i) identify each financial interest that gives rise to the conflict in detail sufficient to be understood by the public (except that disclosure of the exact street address of a residence is not required);
(ii) publicly state the Commissioner’s recusal from the matter; and (iii) leave the room until after the disposition of the matter unless the matter appears on a consent calendar.
Under limited circumstances, the Commissioner may appear before the board and speak as a member of the public regarding an applicable person al interest (e.g., a project may impact their residence). A former Commissioner shall not, within one year after the date of termination from office, represent any person or business in a matter in which the former C ommissioner has performed an official act.
L. Representation of Private Persons: No Commissioner shall appear on behalf of any private person, other than the Commissioner’s self, before any Commission or the City Council on a matter which is within the jurisdiction of their Commission except with permission of Commission, where the Commissioner does not otherwise have a financial interest in the representation and where the Commissioner refrains from official participation in the matter.
M. Incompatible Employment: No Commissioner shall engage in private employment with or render services for, any private person who has business transactions with the City which may come before the Commission for recommendation or decision, unless the Commissioner has first made full public disclosure o f the nature and extent of such employment services , and the City Attorney has determined that such outside position is not an “incompatible office.”
N. Gifts and Favors: No Commissioner shall accept any gift whether in the form of money, thing, favor, loan, or promise, that would not be offered or given if the Commissioner were not in such a position.
O. Confidential Information: No C ommissioner shall, without prior formal authorization of the City Council, disclose any confidential information concerning any other official or employee, or any other person, or any property or governmental affairs of the City. Whether or not it involves 660
disclosure, no Commissioner shall use or permit the use of any such confidential information to advance the financial or personal interests of the Commissioner or any other person.
P. Fair and Equal Treatment: No Commissioner shall grant or make available to any person any consideration, treatment, advantage, or favor beyond that which it is the general practice to grant or make available to the public at large. No official or employee shall request, use, or permit the use of any publicly owned or publicly supported property, vehicle, equipment, labor, or service for the personal convenience or the private advantage of t he official or employee or any other person.
Q. Political Activities: No C ommissioner shall participate in any political activity which would be in conflict or incompatible with the performance of the Commissioner’s official functions and duties for the City. No Commissioner may use the Commissioner’s official authority or position for the purpose of influencing or interfering with or affecting the results of any election, nor shall the Commissioner solicit funds or contributions or accept or receive fu nds or contributions from City employees for political purposes. No C ommissioner may distribute pamphlets, petitions or handbills while the Commissioner is performing the C ommissioner’s official functions and duties with the City. Nothing herein shal l be c onstrued to prohibit any Commissioner from participating in the political process in the Commissioner’s capacity as a private citizen.
R. Use of Office for Personal Gain : Commissioners shall not use or attempt to use their role for personal gain. This includes financial, career, social, and personal-satisfaction-related gains, as well as any other benefits driven by self-interest. Commissioners shall not wear any part of their City uniform, badge or other City insignia to a meeting, an event or occasion a Commissioner attends where they are not conducting official City business.
S. Representation of Commissioner’s Beliefs as Belief of Commission:
(1) Communication with the Public, Press and other Media.
Commissioners shall not speak on behalf of the City or their Commission . Only the Commissioners as a whole have the authority to speak on behalf of the Commission. In order to avoid any appearance that a C ommissioner is speaking on behalf of the Commission, the Commissioner should clarify that they are speaking in their individual capacity whenever there is risk of misunderstanding of authority.
There may be instances where it is appropriate for commissioners to provide public statements about city events and policy matters to the public and press in an official capacity; however, commissioners must coordinate with City staff and seek approval first from the Mayor and/or City Manager prior to giving such statements. Upon approval from the Mayor and/or City Manager, City staff will coordinate and organize public communication and inquiries from the media related to official statements to include the chair of the commission, or a representative designated by the commission, who may clarify actions taken by the commission, fairly and accurately recap commission conversation, or outline next steps. the Chair or designee must not editorialize, offer personal opinion, or speculate on future actions when speaking in an official capacity. A commissioner may recite commission positions, activities, and actions taken and state factual accounts of those actions.
(2) Community Relations and Engagement/Social Media
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Commissioners may not, in an official capacity, represent their commission or the City to the general public without City Council approval. Commissioners may not use city logos, branding, name tag, business cards, or other collateral to represent their private, personal or political interests.
Any time that a commissioner uses their commission title, is wearing their commissioner name badge or references their membership on a city commiss ion when speaking publicly or on social media, they must state that they are speaking in an individual capacity and not as a representative of the City of Suisun City.
(3) Election-related Activity or Personal Activity
Commissioners are prohibited from using their position as a commissioner for political or personal gain. For example, while potential ballot measures are under consideration or while candidate campaign are being carr ied out, commissioners can elect to participate in campaign activity individually but cannot use City resources to support that activity. Thus, commissioners may engage in election -related activity as community members, and may use their commission title(s), current or former, for identification purposes, so long as they affir matively declare that they do not represent the City or any legislative body of the City.
T. Violations of Ethical Rules or Standards of Conduct : Any violation of an ethical rule or standard of conduct may result in removal from the Commission.
U. Channels of Communication: Commissioners should communicate with City staff through the City Manager or the City employee who has been designated by the City Manager as staff liaison to the Commission.
SECTION 3. ADDRESSING THE COMMISSION - DECORUM AND ORDER
A. Manner of Addressing the Commission
1. Any member of the public desiring to address the Commission shall proceed to the podium and wait to be recognized by the Presiding Officer. After being recognized, the member of the public shall state their name and address for the record.
2. All remarks and questions shall be addressed to the Chair and not to any individual Commission Member, staff member or other person. During a public hearing, all remarks shall be limited to the subject under consideration. No person shall enter into any discussion without being recognized by the Presiding Officer.
3. Any member of the Commission who the Presiding Officer has recognized for such a purpose may address or respond to members of the public who have addressed the Commission pursuant hereto. Such an address or response shall not exceed three minutes in length, and shall be deemed to express the individual position or opinion of the Commissioner offering the same and shall not be construed to bind the Commission or the City in any manner. Unless otherwise directed by the Commission, the restrictio ns imposed by this Subsection (A ) shall apply only to those portions of the Commi ssion Agenda during which members of the public are permitted to make oral communications to the Commission.
B. Time Provided for Communications from the Public: Any member of the public desiring to address the Commission shall be provided three minutes for their statement unless further time has been granted by the Presiding Officer in the individual case, or is limited in accordance with 662
Section 3(D). Public Comments to the Commission may also be submitted to the City Clerk or Commission Secretary in written format, either by email or other form of written correspondence.
The City Clerk or Commission Secretary shall provide all written public comments to the Commission when received and/or during the Commission meeting. The City Clerk or Commission Secretary is not required to read each comment into the record.
C. Addressing the Commission after Motion is Made: After a motion has been made, or after a public hearing has been closed, no member of the public shall address the Commission.
D. Limitations Regarding Communications from the Public and Reports: The making of oral communications to the Commission by any member of the public during the “Communications from the Public” portion of the agenda shall be subject to the following limitations:
1. At any time, before or after the oral communication has commenced, the Presiding Officer may, if the Presiding Officer deems it preferable, direct that the communication be made instead either to the Development Services Director or other appropriate staff memb er during regular business hours, or in writing, for subsequent submittal to Commissioners.
2. The Presiding Officer may limit the number of speakers heard on non-agenda topics at a single meeting. Those whose presentations are postponed shall be given priority at the next meeting during the “Communications from the Public” agenda item.
3. If it appears that several speakers desire to speak regarding a single topic, the Presiding Officer may reasonably limit the number speaking, as to each side of an iss ue. In this regard, preference may be given to speakers who represent groups of persons who have designated a spokesperson.
E. Decorum and Order – Commissioners: The following Parliamentary Procedures are meant to establish a framework for the orderly conduct of meetings, encourage discussion, and facilitate decision making by the body. The rules of order are meant to create an atmosphere in which Commissioners and members of the public can con duct business efficiently, fairly, and with full participation. And at the same time, it is up to the Chair and Commissioners to maintain common courtesy and decorum. It is always best for only one person at a time to have the floor, and it is always best for every speaker to be first recognized by the Chair before proceeding to speak. The basic format for an agenda item discussion is as follows:
First, the Chair should clearly announce the agenda item number and should clearly state what the subject is.
Second, following the agenda format, the Chair should invite the appropriate people to report on the item.
Third, the Chair should ask Commissioners if they have any technical questions for clarification.
Fourth, the Chair should invite public comments.
Fifth, the Chair should invite a motion.
Sixth, the Chair should determine if any Commissioners wish to second the motion.
Seventh, if the motion is made and seconded, the Chair should make sure everyone 663
understands the motion.
Eighth, the Chair should now invite the Commissioners to discuss the motion.
Ninth, the Chair takes a vote. Simply asking for “ayes” and then the “nays” is normally sufficient.
Tenth, the Chair should announce the result of the vote and should announce what action (if any) the body has taken.
F. Decorum and Order – Public: Members of the public attending any Commission meeting shall avoid any conduct that actually disrupts, disturbs, impedes, or renders infeasible the orderly conduct of the meeting.
As set forth in Government Code Section 54957.9, if any meeting is willfully interrupted by a group or groups of persons so as to render the orderly conduct of such meeting unfeasible and order cannot be restored by the removal of individuals who are willfully interrupting the meeting, the members of the Commission may order the meeting room cleared and continue the session.
Only matters appearing on the agenda may be consider ed in such a session. Duly accredited representatives of the press or other news media, except those participating in the disturbance, shall be allowed to attend any session held pursuant to this section. Nothing in this section shall prohibit the Commission from establishing a procedure for readmitting an individual or individuals not responsible for willfully disturbing the orderly conduct of the meeting.
The following guidelines shall apply to all interactions between the public and Commissioners:
1. All comments and interactions shall be conducted in a respectful manner.
2. Threats, including threats of violence, will not be tolerated.
3. Members of the public and Commissioners resolve to refrain from any behavior that disrupts or threatens to disrupt the Commission and governmental operations, including the following:
(a) Insulting, demeaning, intimidating, or offensive communications, including but not limited to, racial, ethnic, religious, sexual orientation or other offensive language against an individual or group of individuals;
(b) Harassment, threats or intimidation of any Commission er, City staff or member of the public;
(c) Willful destruction of property damage;
(d) Conduct that threatens to provoke a violent reaction or that amounts to sexual harassment;
(e) A continuing pattern of disruptive behavior; and
(f) Notwithstanding the above, members of the public do have the right to make personal, critical or harsh remarks about any matter before the Commission. 664
G. Enforcement of Decorum : As set forth in Government Code Section 54957.95, the Presiding Officer may remove, or cause the removal of, an individual for disrupting the meeting.
Prior to removing an individual, the Presiding Officer must warn the individual that their behavior is disrupting the meeting and that their failure to cease their behavior may result in their removal.
The Presiding Officer may then remove the individual if they do not promptl y cease their disruptive behavior. As used in this paragraph, “disrupting” means engaging in behavior during a meeting of the Commission that actually disrupts, disturbs, impedes, or renders infeasible the orderly conduct of the meeting.
Notwithstanding the preceding paragraph, if the individual disrupting the meeting is using force or a true threat of force, that individual may be removed without a prior warning to cease their behavior.
SECTION 4. MOTIONS
A. Processing of Motions : When a motion is made and seconded, it shall be stated by the Presiding Officer before debate. The mover shall not withdraw a motion so stated without the consent of the person seconding it.
B. Motions out of Order: The Presiding Officer may at any time, by majority consent of the Commission, permit a member to introduce an ordinance, resolution, or motion out of the regular agenda order.
C. Division of Question : If the question contains two or m ore divisional propositions, the Presiding Officer may, and upon request of a member shall, divide the motion into two separate motions.
D. Precedence of Motions : When a motion is before the Commission, no motion shall be entertained except the following, which shall have precedence in the following order:
1. Adjourn
2. Fix Hour of Adjournment
3. Table
4. Limit or Terminate Discussion
5. Amend
6. Postpone
E. Motion to Adjourn (Not Debatable): A motion to adjourn shall be in order at any time, except as follows:
1. When repeated without intervening business or discussion;
2. When made as an interruption of a member while speaking;
3. When the discussion has been ended, and a vote on a motion is pending; and
4. While a vote is being taken.
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A motion to adjourn “to another time” shall be debatable only as to the time to which the meeting is adjourned.
F. Motion to Fix Hour of Adjournment: Such a motion shall be set to a definite time at which to adjourn and shall be undebatable and shall be unamendable except by unanimous vote.
G. Motion to Table : A motion to table shall be used to bypass the subject temporarily . A motion to table shall be und ebatable and shall preclude all amendments or debate of the subject under consideration. If the motion shall prevail, the matter may be “taken from the table” at any time prior to the end of the next regular meeting.
H. Motion to Limit or Terminate Discu ssion: Such a motion shall be used to limit or close debate on, or further amendment to, the main motion and shall be undebatable. If the motion fails, debate shall be reopened; if the motion passes, a vote shall be taken on the main motion.
I. Motion to Amend: A motion to amend shall be debatable only as to the amendment. A motion to amend an amendment shall be in order, but a motion to amend an amendment to an amendment shall not be in order. An amendment modifying the intention of a motion shall be in order, but an amendment relating to a different matter shall not be in order. A substitute motion on the same subject shall be acceptable, and voted on before a vote on the amendment.
Amendments shall be voted on first, then the main motion as amended.
J. Motion to Continue : Motions to continue to a definite time shall be amendable and debatable as to propriety of postponement and time set.
K. When Multiple Motions are Before the Governing Body : Up to three motions may be on the floor simultaneously. When two or three motions are on the floor (after motions and seconds) at the same time, the first vote should be the last motion made.
SECTION 5. VOTING PROCEDURE
A. Voting Procedure: In acting upon every motion, the vote shall be taken by voice, roll call, or any other method by which the vote of each Commissioner present may be clearly ascertained.
The vote on each motion shall then be entered in full upon the record. The City Clerk or Commission Secretary shall call the names of all members seated when a roll call vote is ordered or required. The order of voting shall be the maker of the motion first. The second shall be next.
The next two shall be alternated and the Chairperson shall be last. Members shall respond “aye,” “no” or “abstain,” provided that when a vote is collectively taken by voice or when a method of voting other than by voice or roll call is used, any Commissioner not audibly and clearly responding “no” or “abstain” or otherwise registering an objection shall have his vote recorded as “aye.”
Any question before the Commission shall not require a roll call vote unless demanded by a member. It shall not be in order for members to explain their vote during roll call. Any member may change their vote before the next item of business.
B. Failure to Vote : Every Commissioner should vote unless disqualified for cause.
Disqualification for cause includes but is not limited to, a conflict of interest in the decision that legally requires the Commissioner recusal and disqualification from the decision.
C. Reconsideration: Any Commissioner who voted with the majority may move a 666
reconsideration of any action at the same meeting. After a motion for reconsideration has once been acted upon, no other motion for reconsideration thereof shall be made without unanimou s consent of the Commission.
D. Tie Votes: Tie votes shall be lost motions. When all Commissioners eligible to vote are present, a tie vote on whether to grant an appeal from official action shall be considered a denial of such appeal unless the Commiss ion takes other action to further consider the matter. If a tie vote results at a time when fewer than all members of the Commission who are eligible to vote are present, the matter shall automatically be contin ued to the agenda of the next regular meeting of the Commission, unless otherwise ordered by the Commission.
SECTION 6. ADMINISTRATIVE OVERSIGHT OF A ND ASSISTANCE TO
COMMISSIONS
A. Each Commission shall be assigned appropriate administrative support, under the oversight of the City Manager, to provide administrative assistance with such matters as the preparation of agendas, recommendations for action, minutes, memoranda of decisions and o fficial correspondence, and shall coordinate the clerical and technical work of the Commission in administering their official functions. Such administrative support shall attend Commission meetings, but shall serve in an advisory capacity only and shall have no voting rights.
B. The City Clerk shall be the custodian of records for all Commissions. Minutes of Commission meetings shall be provided to the City Council.
SECTION 7. This Resolution shall take effect immediately , and any other version of these Policies and Procedures is hereby repealed and replaced with the Policies and Procedures contained in this Resolution.
SECTION 8. The City Clerk shall certify the adoption of this Resolution.
PASSED AND ADOPTED at a Regular Meeting of the City Council of the City of Suisun City duly held on the ___ day of December 2025, by the following vote:
AYES: Councilmembers:
NOES: Councilmembers:
ABSENT: Councilmembers:
ABSTAIN: Councilmembers:
WITNESS my hand and the seal of said City this ___ day of December 2025.
Anita Skinner
City Clerk
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AGENDA ITEM NO. 26.
AGENDA TRANSMITTAL
MEETING DATE:
December 16, 2025
AGENDA ITEM:
Council Adoption of Resolution No. 2025 -__: A Resolution of the City Council of the City of Suisun City, California, Amending Council Norms and Procedures.
FISCAL IMPACT:
None.
STRATEGIC PLAN:
Good Governance.
BACKGROUND:
On October 15, 2024, the City Council updated its Norms and Procedures for City Council Members.
The Council is adopting similar rules and procedures for the City’s Commissions, Boards, and Committees. The purpose of this agenda item is to review the Council Norms and Procedures and determine if any amendments need to be made to the Norms. In particular, the Resolution addresses the following sections in the Council Norms.
1 .
Paragraph 8.4 addresses the Order of the Agenda. The current order in the Norms has Council Comments near the front of the agenda, whereas recently they have been at the end. In connection with this item, the Council may also want to consider amending Paragraph 6.3, which provides that no agenda items may begin after 10:00 p.m. without a majority vote of the Council. 2 .
Paragraph 5.7 addresses comments of Council Members. To align with the Commissioner Norms, the Council may consider adding language that more specifically addresses Council Members' comments to the press, on social media, and in community engagements. It also addresses political comments.
3 .
New Paragraph 15 addresses the entering into and disclosure of when Council Members or staff enter into a Nondisclosure Agreement.
The Council may want to review and consider amending any other paragraph of the Council Norms
STAFF REPORT:
In light of the Council’s review and consideration of the adoption of a Norms and Procedures for the City’s Commissioners, Board Members, and Committee Members, it is recommended that the Council also review its own Council Norms. The Council Norms were adopted fourteen (14) months ago, and while an annual review is not required, it is best in the first year to address the adopted Council Norms and any changes that may be needed. Additionally, certain provisions in the Norms have recently been changed in practice, and the Norms should be amended to confirm the Council's practice.
1. Nondisclosure Agreements (“NDA”)
Adds a new Paragraph 15. An NDA is a contractual provision that binds the parties to keep information specified in the contract secret. NDAs generally prohibit parties from disclosing the specified information to non-parties and often provide for damages if a party discloses it in violation of the NDA. 669
NDAs are commonly used to protect sensitive and confidential information, including trade secrets and business negotiations. This year, the Legislature passed, and the Governor signed on October 1, 2025, Assembly Bill 1370, adding Government Code Section 8923, which prohibits a member of the Legislature acting in their official capacity from entering into or requesting that another individual enter into a nondisclosure relating to the drafting, negotiation, or discussion of proposed legislation. The exceptions are for trade secrets, financial information, or proprietary information.
The City does not have a policy regarding the approval or execution of NDAs by City officials.
Generally, all contracts must be approved by the City Council, unless the Council has delegated the authority to the Mayor, City Manager, or other City official.
The draft policy will allow the Mayor, Council Members, and City staff to enter into an NDA, except for limited purposes, such as protecting trade secrets, financial information, or proprietary information.
If the Mayor, Council Member, or City staff member enters into a nondisclosure agreement, the Mayor, Council Member, or City Manager shall report the entering into the nondisclosure agreement at the next regular Council Meeting. The policy also specifies that the nondisclosure agreement is a public record subject to disclosure, and only the trade secrets, financial information, or proprietary information are not disclosable.
Trade secrets are defined as information, including a formula, pattern, compilation, program, device, method, technique, or process, that derives independent economic value, actual or potential, from not being generally known to the public or other persons who can obtain economic value from its disclosure or use; and it is the subject to efforts that are reasonable under the circumstances to maintain its secrecy. (Civil Code § 3426.1(d)) In summary, trade secrets are confidential information that derive economic value from their secrecy and are protected under the law as long as reasonable efforts are made to maintain their confidentiality.
Proprietary information generally refers to sensitive and confidential information that is protected from unauthorized dissemination or misuse. Proprietary information may include trade secrets, business strategies, or other confidential data that an individual or entity seeks to protect from public disclosure or unauthorized use.
2. Representation of Council Members’ Beliefs as Beliefs of Council Revises Paragraph 5.7 to address the comments of Council Members. The draft Council Norms adds language similar to the draft for the Commissioner Norms and Procedures, and prohibits Council
Members from using or attempting to use their roles with the City for personal gain, including financial, career, social, and personal-satisfaction-related gains. To more specifically implement this obligation, the Resolution prohibits Council Members from wearing any part of their City uniform to an event where they are not conducting official City business. It also prohibits Council Members from speaking on behalf of the City or the Council without the City Council's prior approval. It requires individual Council Members to clarify that they are speaking in their individual capacity whenever it is unclear.
3. Order of Agenda
Consider amending Paragraph 8.4 to address the order of the Agenda.
4. Regular Meeting
Consider amending the time to conclude the Council’s public business. The time is currently 10:00 p.m. 670
5. Agenda Request Policy
The Resolution adds that the City Attorney may place a Closed Session on the agenda.
City Attorney recommends that the City Council consider the draft revisions to the Council Norms Resolution and provide direction to staff on any desired modifications.
STAFF RECOMMENDATION:
It is recommended that the City Council Adopt Resolution No. 2025- __: A Resolution of the City Council of the City of Suisun City, California, Amending Council Norms and Procedures.
PREPARED BY:
Ashley Nash, Administrative Assistant
REVIEWED BY:
Patrick Enright, City Attorney
APPROVED BY:
Bret Prebula, City Manager
ATTACHMENTS:
1. Resolution Amending Council Norms and Procedures
2. Redlne Version-Norms and Procedures
3. Final Version - Norms and Procedures Update
.
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RESOLUTION NO. 2025-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SUISUN
CITY, CALIFORNIA AMENDING THE COUNCIL NORMS AND
PROCEDURES AND RELEVANT POLICIES
WHEREAS, on July 30, 2019, the City Council of the City of Suisun City established the Norms and Procedures to promote communication, understanding, fairness, and trust among the members of the City Council and staff concerning their roles, responsibilities, and ex pectations for management of the business of the City of Suisun City; and
WHEREAS, on February 18, 2020, the City Council of the City of Suisun City amended the Council Norms and Procedures; and
WHEREAS, on February 15, 2022, the City Council of the Ci ty of Suisun City amended the Council Norms and Procedures; and
WHEREAS, on July 19, 2022, the City Council of the City of Suisun City amended the Council Norms and Procedures; and
WHEREAS, on October 15, 2024, the City Council of the City of Suisun Cit y amended the Council Norms and Procedures; and
WHEREAS, the City Council reviewed the Council Norms and Procedures at the December 16, 2025 City Council meeting and provided directions to the City Attorney to prepare an amended Council Norms and Procedures; and
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Suisun City adopted the amended Norms and Procedures as set forth in t he attached document entitled “C ity of Suisun City Council Norms and Procedures.”
PASSED AND ADOPTED at a Regular Meeting of said City Council of the City of Suisun City duly held on Tuesday, the 16th day of December 2025, by the following vote:
AYES: Council Members: ___________________________________ NOES: Council Members: ___________________________________ ABSENT: Council Members: ___________________________________ ABSTAIN: Council Members: ___________________________________ WITNESS my hand and the seal of said City this 16th day of December 2025.
___________________________________
ANITA SKINNER
City Clerk
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01107.0012/1002427.7
F
SUISUN CITY COUNCIL:
Mayor Alma Hernandez
Mayor Pro Tem Jenalee DawsonPrincess
Washington
Councilmember Princess WashingtonJenalee
Dawson
Councilmember Amit Pal
Councilmember Parise Shepherd
ORIGINAL ADOPTION:
July 30, 2019
AMENDED:
FEBRUARY 18, 2020
FEBRUARY 15, 2022
JULY 19, 2022
OCTOBER 15, 2024
DECEMBER 16, 2025
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SUISUN CITY COUNCIL NORMS & PROCEDURES Table of Contents Section 1. GENERAL....................................................................................................................................... 1 1.1 Purpose. ........................................................................................................................................ 1 1.2 Code of Conduct............................................................................................................................ 1 1.3 Overview of Council responsibilities. ............................................................................................ 1 1.4 Overview of City Manager responsibilities. .................................................................................. 3 1.5 Annual Review. ............................................................................................................................. 3 1.6 Ralph M. Brown Act. ..................................................................................................................... 3 SECTION 2. COUNCIL REORGANIZATION ...................................................................................................... 3 2.1 Mayor Pro Tem Selection Process. ............................................................................................... 3 2.2 Duties of the Mayor Pro Tem/Vice Mayor .................................................................................... 4 2.3 Appointment of a Council Vacancy. .............................................................................................. 4 SECTION 3. ADMINISTRATIVE MATTERS ....................................................................................................... 4 3.1 Attendance. ................................................................................................................................... 4 3.2 Correspondence. ........................................................................................................................... 4 3.3 Regional Boards, Committees and Ad Hocs .................................................................................. 5 3.4 Distribution of Information. .......................................................................................................... 5 3.5 Reimbursement............................................................................................................................. 5 3.6 Ethics and Sexual Harassment Prevention & Education Training. ................................................ 6 3.7 City Seal. ........................................................................................................................................ 6 3.8 Use of City Email and Social Media. .............................................................................................. 6 3.9 Compensation. .............................................................................................................................. 7 SECTION 4. COUNCIL RELATIONSHIP WITH STAFF ........................................................................................ 7 4.1 City Manager. ................................................................................................................................ 7 4.2 Agenda Item Questions. ................................................................................................................ 8 4.3 Individual Council Member’s Requests. ........................................................................................ 8 SECTION 5. PROCEDURES FOR APPOINTMENTS TO BOARDS/COMMISSIONS/COMMITTEES ..................... 8 5.1 Definitions of Various City Bodies, including Task Forces, Committees, Ad Hocs, Commissions, and Boards. ............................................................................................................................................... 8 5.2 Recruitment and Appointment Process. ....................................................................................... 9 5.3 Requirement for Appointment. .................................................................................................. 10 5.4 Council Notification. .................................................................................................................... 10 5.5 Incumbents. ................................................................................................................................ 10 674
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5.6 Attendance. ................................................................................................................................. 10 5.7 Norms and Procedures and Conflicts of Interest. ....................................................................... 10 5.8 Conflicts with Federal, State or Local Law. ................................................................................. 11 SECTION 6. MEETINGS ........................................................................................................................ 121211 6.1 Open to Public. .................................................................................................................... 121211 6.2 Broadcasting of City Council Meetings. .............................................................................. 121211 6.3 Regular Meetings. ................................................................................................................... 1312 6.4 Cancelling Meetings. ........................................................................................................... 131312 6.5 Special Meetings. ................................................................................................................ 131312 6.6 Closed Sessions. .................................................................................................................. 131312 6.7 Quorum. .............................................................................................................................. 141413 6.8 Minutes. .............................................................................................................................. 141413 6.9 Adjourned Meetings. .......................................................................................................... 141413 SECTION 7. POSTING NOTICE AND AGENDA ....................................................................................... 141413 7.1 Posting of Notice and Agenda. ............................................................................................ 141413 SECTION 8. AGENDA CONTENTS ......................................................................................................... 141413 8.1 Mayor’s Responsibility. ....................................................................................................... 141413 8.2 Availability to the Public ad Description of Matters. .......................................................... 151514 8.3 Limitation to Act Only on Items on the Agenda.................................................................. 151514 8.4 Order and Timing of Agenda – Regular Meeting. ............................................................... 151514 8.5 Order of Agenda – Special Meeting – Closed Session. ....................................................... 151514 8.6 Change in Order of Business. .............................................................................................. 151514 8.7 Agenda Request Policy. ....................................................................................................... 151514 8.8 Presentations. ..................................................................................................................... 161615 8.9 Proclamations. .................................................................................................................... 161615 SECTION 9. PROCEDURES FOR THE CONDUCT OF PUBLIC MEETINGS ................................................ 161615 9.1 Rules of Order. .................................................................................................................... 161615 9.2 Appeal Procedures. ............................................................................................................. 161615 9.3 Applicants. ........................................................................................................................... 171716 9.4 Staff and Consultant Reports. ............................................................................................. 171716 9.5 Public Comment. ................................................................................................................. 171716 9.6 Council Member Respect. ................................................................................................... 171716 SECTION 10. CLOSED SESSIONS .............................................................................................................. 1817 10.1 Purpose. .............................................................................................................................. 181817 10.2 Rule of Confidentiality. ....................................................................................................... 181817 675
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10.3 Breach of Rule of Confidentiality. ....................................................................................... 181817 10.4 Agenda. ............................................................................................................................... 181817 10.5 Permissible Topics. .............................................................................................................. 181817 10.6 Rules of Decorum. ............................................................................................................... 191918 10.7 Conduct of Meeting. ........................................................................................................... 191918 10.8 Public Disclosure After Final Action. ................................................................................... 191918 SECTION 11. DECORUM ...................................................................................................................... 191918 11.1 Council Members. ............................................................................................................... 191918 11.2 City Employees. ................................................................................................................... 191918 11.3 Public. .................................................................................................................................. 202019 11.4 Noise in the Chambers. ....................................................................................................... 202019 11.5 Removal. ............................................................................................................................. 202019 11.6 Dangerous Instruments. ..................................................................................................... 202019 SECTION 12. ENFORCEMENT OF DECORUM ....................................................................................... 202019 SECTION 13. PUBLIC RELATIONS ......................................................................................................... 212120 13.1 City Spokesperson. .............................................................................................................. 212120 13.2 Press Release....................................................................................................................... 212120 SECTION 14. MAYOR’S OFFICE ............................................................................................................ 212120 SECTION 15. VIOLATIONS OF PROCEDURES ....................................................................................... 222220 676
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Suisun City Council Norms & Procedures
SUISUN CITY COUNCIL NORMS & PROCEDURES Section 1. GENERAL 1.1 Purpose. The purpose of these Norms and Procedures is to promote communication, understanding, fairness, and trust among the members of the City Council and staff concerning their roles, responsibilities, and expectations for management of the business of the City of Suisun City. In the interest of promoting best practices in our local government as Municipal Legislators, this document will include operational procedures, policies, and practices. 1.2 Code of Conduct. The residents and businesses of Suisun City are entitled to have a fair, ethical and accountable local government, which has earned the public’s full confidence for integrity. The effective function of our democratic government by law requires that: Our public officials, both elected and appointed, comply with both the letter and spirit of the laws and policies affecting the operations of government, Our public officials will be independent, impartial and fair in their judgment and action, We will ensure the public office be used for the public good, and not for personal gain, Public deliberations and processes will be conducted openly, unless legally confidential, in an atmosphere of respect and civility, and Legally confidential discussions in closed sessions shall remain confidential to protect the City from liability and the processes of city governance. In addition to the legal commitments noted above, the City of Suisun City Council agrees to the following governing norms: Be transparent and authentic; say what you mean and mean what you say. Afford each council member the time and opportunity to share their interest, and refrain from dominating the discussion. Be cooperative and assume one another’s good intentions. Work as a team on behalf of the community, and not as competitors. Respect the Council / Manager form of government, including not directing staff. Following a council vote, support the decision of the body. No personal attacks or profanity. 1.3 Overview of Council responsibilities. Suisun City is a California General Law city with a council/manager form of government. The City Council, which is elected directly by city voters, is assisted by a number of appointed and separately elected officials to provide services for City residents. The City Council has the following duties and responsibilities:
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(a) Appointment of the City Manager and City Attorney. The City Council shall appoint the City Manager and the City Attorney. The City Manager shall implement City Council policy and run day-to-day operations of Suisun City. The City Attorney shall provide legal advice and act as counsel to elected officials and city staff in adherence to all federal, state and local laws pertaining to city operations and public policy. There should be an annual review for the City Manager and the City Attorney. The City Manager’s annual review shall follow closely the format included in the City Manager’s contract and include goals for the next period. Less formal evaluations may take place quarterly or every six months at the pleasure of the Council. A separate procedure will be established for this evaluation. The City Attorney’s annual review shall be at a format proposed by the Mayor and agreed upon by the Council informally. The Mayor at his/her discretion may annually create an ad hoc to oversee annual review process and prepare a summary evaluation. (b) Establishment of boards, commissions, and committees (each a “City Body” and together “City Bodies”). With the consent of the Council, the Mayor may establish City Bodies. (c) Legislative decisions. The Council is the legislative body; its members are the community’s decision makers. Power is centralized in the elected City Council collectively and not in individual members of the Council. The City Council approves the budget and determines the public services. It focuses on the community’s goals, major projects and such long term considerations as community growth, financing and strategic planning. The City Council hires a professional City Manager to carry out administrative responsibilities and the City Council collectively supervises the City Manager’s performance. (d) Legislative Advocacy. The City Council, as the governing body, should develop where possible, with or without the assistance of outside professionals, a state and federal legislative platform. This platform shall be the guiding principles, which the City Council and City Manager use to advocate for the needs of Suisun City. From time to time, support or opposition letters or actions may be needed from the City, and often such action is required in short order, thereby preventing review by the full City Council. In such cases the following shall be the process: i. When a letter or action is needed to request funding for Suisun City, the Mayor shall have the authority to sign such a letter or provide such direction. ii. If the letter or action is to support or oppose a specific state or federal action or legislation, the proposed Suisun City position must be taken to a smaller body, such as a legislative subcommittee of the City Council comprised of the Mayor and one other City Council Member. 678
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iii. The additional subcommittee member is appointed by the Mayor with the consent of the Council consent. This appointment shall be made in December of each year for the following 12 months. 1.4 Overview of City Manager responsibilities. The City Manager is hired to serve the City Council and the community and to bring the benefits of education, training and experience in administering the City’s projects, programs, and public services on behalf of the City Council. The City Manager follows the direction of the entire City Council and not individual members of the Council or the public, and serves at the sole discretion of the Council. As the City’s Chief Executive Officer, the City Manager oversees: Department heads and department operations Budget development and fiscal management Policy implementation Personnel administration and human resources Labor relations Intergovernmental relations Service delivery Elected official support A variety of special projects and assignments The City Manager appoints, removes, promotes, and demotes any and all officers and employees of the Ccity except the City Clerk, City Attorney, and City Treasurer. Among the chief duties, the City Manager will implement the Council’s policies, projects, programs, and public services in an effective and efficient manner, providing professional advice on policy matters, intergovernmental affairs, economic development, and environmental issues. 1.5 Annual Review. The City Council shall conduct a review of this document annually within three months prior to the start of a new fiscal year, or whenever Council deems necessary, to assist Council Members in being more productive in management of the business of the City. 1.6 Ralph M. Brown Act. All conduct of each City Body, as well as Task Forces and Ad Hocs shall be in full compliance with the Ralph M. Brown Act. SECTION 2. COUNCIL REORGANIZATION 2.1 Mayor Pro Tem Selection Process. In December of each year, the Mayor shall select and appoint a Mayor Pro Tem, with consent of the City Council, from among all the members of the Council, irrespective of whether they were elected or appointed. Selection and appointment shall be at the first meeting of a new term following each General Municipal Election or at the first meeting in December during non- 679
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election years. For all intents and purposes, the title Mayor Pro Tem and Vice Mayor are used interchangeably. The term of the appointment shall be for a 12-month period commencing on January 1st of each year, unless otherwise provided for by majority vote of the Council. 2.2 Duties of the Mayor Pro Tem/Vice Mayor The Vice Mayor remains as one member of the City Council and has no rights or authority different from any other member of the Council. The Vice Mayor is the designated individual to represent the Mayor and perform any duties as required when the Mayor is unavailable. If the Mayor will be unavailable for an extended period of time, the Mayor shall provide notification to the Vice Mayor, City Manager, and City Clerk, in addition to outlining any additional duties. 2.3 Appointment of a Council Vacancy. In the event of a vacancy of office on the happening of any of the events provided in Government Code Ssection 1770, the Council shall appoint a new Council Member,, within sixty (60) days after a vacancy or death or resignation becomes effective in compliance with the California Elections Code, unless the Council, by resolution, decides to instead call a special election. In the event of appointment, the Mayor, with the consent of the Council, shall determine by resolution the process for appointment prior to the application process and in accordance with State law. SECTION 3. ADMINISTRATIVE MATTERS 3.1 Attendance. City Council Members acknowledge that attendance at lawful meetings of the City Council is part of their official duty. Council Members shall make a good faith effort to attend all such meetings unless unable. Council Members will notify the Mayor, City Manager, and City Clerk, if they will be absent from a meeting. Pursuant to Government Code Section 36513, “if a city councilmember is absent without permission from all regular city council meetings for 60 days consecutively from the last regular meeting he or she attended, his or her office becomes vacant and shall be filled as any other vacancy.” 3.2 Correspondence. With some exceptions, proposed correspondence (including electronic) from individual Council Members/Mayor on City stationery shall be reviewed by the Council in draft form prior to release. The City will provide stationary designated as “The Office of” for each member of the Council to use for correspondence as it relates to each Council Member’s elected position (e.g., thank you notes, letters of recommendation, direct communication to residents or businesses, etc.). This letterhead will have the same information as provided on their business card. Any views expressed in this correspondence (including electronic) are solely the Council Member’s own and do not represent the City's or the Council's views. E-mails from Council Members should be respectful and professional. This form of correspondence is a public record subject to disclosure under the California Public Records Act. 680
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3.3 Regional Boards, Committees and Ad Hocs The role of the Council on regional boards will vary depending on the nature of the appointment. Representing the interests of Suisun City is appropriate on some boards; this is generally the case when other local governments have their own representation. The positions taken by the appointed representatives are to be in alignment with the positions that the Council has taken on issues that directly impact Suisun City. If an issue should arise that is specific to Suisun City and the Council has not taken a position, the issue should be discussed by the Council prior to taking a formal position at a regional board meeting, to assure that it is in alignment with a majority of the Council’s position. Council representatives to such various boards shall keep the Council informed of ongoing business through written reports to the Council during properly posted Council meetings. City Council Members shall report to the Mayor and City Manager, through an electronic means created and provided to the City Council Mmembers, any updates to the City Council and public, related to work as liaisons on Regional Boards, Commissions, Committees, or Ad Hoc Committees. These updates must be completed by 5 p.m. PST, the Wednesday before each City Council meeting. There may be weeks when no update is necessary, which should be noted in the document. Council Members shall make a good faith effort to attend all regional meetings to which they are assigned. Attendance should not be less than 75% of all annual scheduled meetings and all absences should be reported to the Mayor. If a Council Member is unable to attend, the Council Member shall notify his/her alternate as far in advance of the meeting as possible so as to allow the alternate to attend. A list of these assignments is maintained by the Deputy City Clerk and will be distributed to the Council when updated. 3.4 Distribution of Information. It is essential that every member of the City Council have the same information from which to form decisions and actions. Any information distributed to one Council Member shall also be distributed to all Council Members. The Mayor, by virtue of the position, may receive information in advance of other members of the Council in order for the City Manager to effectively proceed with the day-to-day operation of the City. The City Manager will make every effort to disseminate this information to the remaining members of the Council prior to the next City Council meeting or before the information becomes public, whether through the City Manager Weekly Update or at the City Manager’s meetings with individual Council Members. 3.5 Reimbursement. Every effort shall be made to limit the need to reimburse Council Members for expenses. City Council Members may be reimbursed for personal expenses for travel to and lodging at conferences or meetings related to their role as a Council Member. The reimbursement of expenses is limited in the following manner: Members shall be reimbursed subject to the 681
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Administrative Directive related to travel expense (AD1.) Any additional expenses that fall outside the scope of this policy may be reimbursed only if approved by the City Council, at a public meeting, before the expenses are incurred. Any request for reimbursement of expenses shall be accompanied by an expense form and receipts documenting the expenditure. These documents are public records subject to disclosure under the California Public Records Act. 3.6 Ethics and Sexual Harassment Prevention & Education Training. Any member of the City Council or another City Body, Task Force or Ad Hoc formed by the City Council, shall receive at least two hours of ethics training in general ethics principles and ethics laws relevant to his/her public service every two years, as mandated by AB 1234, and at least two hours of sexual harassment prevention training, as mandated by AB 1661. New members must receive this training within their first year of service for ethics and six months for sexual harassment prevention training and education, and file a certificate of completion with the Deputy City Clerk. Members shall attend training sessions that are offered through the League of California Cities or locally in the immediate vicinity of Solano County, or by completing online a state-approved public service ethics education program. An individual who serves on multiple legislative bodies need only receive two hours of each training every two years to satisfy this requirement for all applicable public service positions. If the City offers either course, the City will use a course that has been reviewed and approved by the Fair Political Practices Commission and the California Secretary of State. The Deputy City Clerk is required to keep ethics training records for five years to document and prove that these continuing education requirements have been satisfied. These documents are public records subject to disclosure under the California Public Records Act. 3.7 City Seal The City Seal is an important symbol of Suisun City. No change to the City Seal shall be made without Council approval. Individual Council Members shall be careful in use of the City Seal so as not to create an appearance that the Council Member is acting on behalf of or with official endorsement of Suisun City. The City Seal and any City Insignia shall only be used for purposes directly connected with the official business of the City of Suisun City, its City Council, boards and commissions, committees, officers or departments, except upon written authorization of the City Manager or his or her designee. City officers, employees, members of the City Council and members of City boards, commissions and committees may use stationary, printed materials and other articles with the City Seal or City Insignia while acting within the scope of their office or employment. 3.8 Use of City Email and Social Media. Except for emergencies, public officials who are not City employees (“public officials”) conducting City business should not create any “public record” (as that term is defined in California Government Code Section 7920.530 by using any email account that is not a City email account, or by using any non-City-controlled social media account. Instead, public officials should use a City email or City-controlled social media account for City business. 682
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Nothing in this policy is intended to limit a public official’s use of private email and social media accounts for non-City business such as personal communications and campaign related activities. For purposes of this policy “City-controlled social media account” is an account on a social media platform (e.g. Facebook, Instagram, Twitter) that is created and used by the City (e.g. the City’s official Facebook page, if any). Use of City Electronic Devices. In general, when creating or modifying public records in the conduct of City business on an electronic device that can create and modify public records (e.g. computers, mobile phones, tablets), public officials should only use City-issued devices. However, public officials may use non-City electronic devices to access an official City account, such as City email and City-controlled social media accounts. Exception: If using a City electronic device is clearly impractical or if a public official has not been issued or does not have in the public official’s possession a City electronic device, a public official may use a non-City device, but only if a copy of each affected public record is contemporaneously copied to a City account of that same public official, or to the related City-controlled social media account, or a hard copy is provided to the City for retention in City records. Texting Only on City Devices. Except for emergencies or when communicating with the City Attorney’s Office, public officials conducting City business shall not send or receive texts on any device other than a City owned device. In an emergency, a public official may use a non-City device to text, but only if a copy of any public record that is created as a result is contemporaneously copied to a City account of that same public official, or a hard copy is provided to the City for retention in City records. 3.9 Compensation. The Mayor and Council members are compensated in accordance with California Government Code Sections 36516 and 36516.1. The amount is memorialized in the City’s Municipal Code. SECTION 4. COUNCIL RELATIONSHIP WITH STAFF Suisun City is a Council/ Manager form of government. The Council establishes policy and the City Manager and their staff implement that policy. To effectively govern and maintain a healthy and productive relationship between City Council and all City sStaff, the Council and staff alike must respect and abide by the roles and responsibilities of each and commit to work through the City Manager. 4.1 City Manager. The City Manager serves as the City’s chief executive officer. They City Manager implements Council policy, provides professional recommendations and guidance to the Council, directs, supervises and manages all City staff, and manage day-to-day operations. The City Manager may delegate this responsibility to Department Heads, at their discretion. 683
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City Council Members are always free to go to the City Manager to discuss City business. Issues concerning the performance of a department or any employee must be directed to the City Manager. The City Manager will be responsible for communicating with all Council Members. 4.2 Agenda Item Questions. Council members are to work through the City Manager or City Attorney on all issues, concerns and questions. If a Council Member has a question on an agenda item, the Council Member should contact the City Manager, if at all possible, prior to any meeting at which the item may be discussed, to allow the City Manager and their staff time to provide the most complete answer to the Council Member’s question. This does not restrict Council Members from asking questions during a Council meeting. 4.3 Individual Council Member’s Requests. Council Members shall make their requests for information to the City Manager or to a Department Head including the City Manager, to respond to an individual Council Member’s request for any purpose or information.. SECTION 5. PROCEDURES FOR APPOINTMENTS TO BOARDS/COMMISSIONS/COMMITTEES 5.1 Definitions of Various City Bodies, including Task Forces, Committees, Ad Hocs, Commissions, and Boards. (a) Task Force: A temporary grouping of individuals and resources for the accomplishment of a specific objective. (b) Committee: A group of people officially delegated to perform a function, such as investigating, considering reporting, or acting on a matter. (c) Ad Hoc: Committees established for a specific purpose. Formed for or concerned with one specific purpose (e.g. ad hoc compensation committee); for the particular end or case at hand without consideration of wider application; formed or used for specific or immediate problems or needs; often improvised or impromptu; contrived purely for the purpose in hand rather than carefully planned in advance. (d) Commission: A group of people officially authorized to perform certain duties or functions with certain powers or authority granted; the act of granting certain powers or the authority to carry out a particular task or duty; the rank and powers so conferred. (e) Board: A group of persons having managerial, supervisory, or advisory powers. In parliamentary law, a board is a form of deliberative assembly and is distinct from a committee, which is usually subordinate to a board or other deliberative assembly – in having greater autonomy and authority. 684
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5.2 Recruitment, Nomination and Appointment Process. (a) On or before December 31st of each year, the Deputy City Clerk shall prepare and post a list of all Council-appointed terms of City Bodies that expire during the next calendar year in compliance with Government Code Section 54972. (b) The Deputy City Clerk shall annually advertise for applicants wishing to be considered for appointment to a City Body. All persons seeking appointment to a City Body must complete and submit an application form to the Deputy City Clerk. (c) Annually and if an unscheduled vacancy occurs on a City Body during the year, the following steps should be taken to publicize the vacancy and fill the position: 1. Public announcement of the vacancy at a Council meeting. 2. Newspaper advertisement announcing the vacancy. 3. A recruitment period of at least ten (10) days. 4. A vacancy notice posted at City Hall, the Nelson Center, and on the City’s website for at least 20 days. 5. Announcements in the local media, such a press releases , online news outlets and free weekly sales papers. 6. Distribution to appropriate professional and community organizations and all groups that have requested notification. (d) All persons seeking appointment to a City board, commission or committee shall complete and submit an application form to the City Clerk as set forth in Section 5.26. Applications shall be kept on file for two years in the City Clerk’s office and vacancies may be considered from the applications on file, as well as new applications. (e) Each year, the Mayor shall appoint a two-member Ad Hoc Committee to be known as the Nominating Committee, which committee shall review all applications and interview selected applicants and, based on those efforts, shall make recommendations to the Mayor for appointments to the open positions ensuring that all recommendations meet the requirements of the City Body to which they are recommended for appointment. The Mayor may then, pursuant to Government Code Section 40605, appoint the applicants suggested by the Nominating Committee, choose to appoint another applicant from the pool of applicants, or nominate and appoint another person of their choosing, so long as the appointee meets the requirements of the City Body to which they would be appointed. All appointments to City Bodies must be approved by the City Council. (f) If a vacancy occurs outside of the annual recruitment cycle, the Mayor may appoint from the previous recommendation of the Nominating Committee or from the existing applications already on file if there is more than four (4) months remaining on the vacant seat. If there are less than four month remaining, the Mayor may elect not to fill that seat and wait for the annual recruitment process, unless there is an urgent reason to appointment immediately such as need for a quorum. The Mayor may also request that a midyear recruitment be conducted to fill the vacancy if needed. 685
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5.3 Requirement for Appointment. (a) Any person appointed to a City Commission must be a resident of Suisun City. Should any person so appointed move from the City during their term of office, such office shall be forfeited. (b) Any person appointed to any City Body other than a City Commission must be one of the following: 1) a resident of Suisun City, 2) a majority owner of a business located in Suisun City at the time of their appointment and shall remain so throughout their term of appointment, or 3) a subject matter expert on issues pertaining to the work of the City Body to which the person is appointed. Should any person appointed as a resident of Suisun City move from the City, or appointed as a business owner in Suisun City no longer hold majority ownership of that business, such office shall be forfeited. (c) Except as provided by state or local statute, the appointee shall not be a current City employee or currently appointed to another City Body. 5.4 Council Notification. By October 1 of each year, the Deputy City Clerk will notify all members of the City Council of expiring terms for members of City Bodies. 5.5 Incumbents. (a) At the end of the first term, the incumbent City Body member may, at the discretion of the Mayor, be reappointed for an additional term without the need to apply or interview for re-appointment. In lieu of an application, the member shall submit to the Deputy City Clerk a letter or email expressing interest in re-appointment 60 days prior to the expiration of the member’s first term. (b) Any incumbent interested in re-appointment who has served two or more terms must apply for reappointment as set forth in Section 5.2. 5.6 Attendance. (a) Members of City Bodies are expected to regularly attend and participate on their respective City Body. (b) All absences should be reported to the Mayor and Deputy City Clerk in advance of missing the meeting. (c) A board, commission or committee member whose attendance is less than seventy-five percent (75%) of the required meetings over a period of a year may be subject to removal at the discretion of the City Council. 5.7 Norms and Procedures and Conflicts of Interest. (a) All City Body members shall be expected to adhere to the Rules and Proedures for the Conduct of Commissioners, Committee Members and Board Members ouncil Norms and Procedures. Commented [1]: Since commissioners, board members, and committee members will soon have their own norms and rules of procedure, should this reference those new commissioner norms? 686
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(b) All City Body members shall comply with all state and local laws with respect to ethics and conflicts of interests to the extent that such laws apply to their position, including state and local requirements to timely file Statements of Economic Disclosure if the member is designated as a filer by state law or by the City’s Conflict of Interest Code. (c) The City Council may by majority vote expel a member from any City Body for behavior that violates a provision of these Norms and Procedures. (d) City Body members shall not engage in political activity in any of the following scenarios: 1. While on duty for the City. 2. In any manner that states or implies the City official is speaking on behalf of the City or communicating a City position. This may include but is not limited to engaging in political activity in the following scenarios: a. While wearing a City uniform or official City badge, insignia or logo; b. Using a City title or position; or c. While in a room or building that is owned by the City or primarily paid for or used by the City. “Political activity” means activity directed at the success or failure of any ballot measure or candidate for elective office in a future election and includes but is not limited to: endorsing a candidate; engaging in fundraising; developing, displaying, or distributing campaign materials; conducting research; or posting comments on social media or other Internet sites. Political activities include advocating for or against any license, permit, land use licenses and permits and any other entitlements as defined in Government Code section 84308. (d) Representation of Council Member’s Beliefs as Beliefs of Council: (1) Communication with the Public, Press and other Media. Council Members shall not speak on behalf of the City or the Council. Only the Council as a whole have the authority to speak on behalf of the Council. To avoid any appearance that a Council Member is speaking on behalf of the Council, the Council Member should clarify that they are speaking in their individual capacity whenever there is risk of misunderstanding of authority. There may be instances where it is appropriate for Council Members to provide public statements about Ccity events and policy matters to the public and press in an official capacity; however, Council Members must coordinate with City staff and seek approval from the Mayor and/or City Manager before making such statements. Upon approval from the Mayor and/or City Manager, City staff will coordinate and organize public communication and inquiries from the media related to official statements to include the Mayor, or a representative designated by the City Council, who may clarify actions taken by the City Council, fairly and accurately recap Formatted: NormalFormatted: Font: (Default) +Body (Times New Roman) 687
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City Council’s actions, or outline next steps. The Mayor or designee must not editorialize, offer personal opinion, or speculate on future actions when speaking in an official capacity. A Council Member may recite City Council positions, activities, and actions taken and state factual accounts of those actions. (2) Community Relations and Engagement/Social Media City Council Members may not, in an official capacity, represent the City Council or the City to the general public without City Council approval. Commissioners may not use city logos, branding, name tags, business cards, or other collateral to represent their private, personal or political interests. Any time that a Council Member uses their commission title, is wearing their Council Member name badge or references their position as a City Council Member when speaking publicly or on social media, they must state that they are speaking in an individual capacity and not as a representative of the City of Suisun City. (3) Election-related Activity or Personal Activity City Council Members are prohibited from using their position as a Council Member for political or personal gain. For example, while potential ballot measures are under consideration or while candidate campaigns are being carried out, Council Members can elect to participate in campaign activity individually but cannot use City resources to support that activity. Thus, City Council Members may engage in election-related activity as community members, and may use their Council Member title, current or former, for identification purposes, so long as they affirmatively declare that they do not represent the City. 5.8 Conflicts with Federal, State or Local Law. In case of a conflict between this section of the Norms and Procedure policy with federal, state or local law, such federal, state or local law shall be the controlling factor. SECTION 6. MEETINGS 6.1 Open to Public. All meetings of the City Council whether regular, special, or study sessions, shall be open to the public, unless a closed session is held as authorized by law. All meetings shall be noticed as required to allow action to be taken by the Council. 6.2 Broadcasting of City Council Meetings. All regular Council meetings shall be scheduled in the Council Chambers to allow for web streaming, unless the number of participants exceeds room capacity. The final decision shall be the responsibility of the Mayor.
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6.3 Regular Meetings. At the first regular meeting in January, the City Council will approve the schedule of meetings for the calendar year, which in addition to the regular meeting schedule, may include the cancellation of regular meetings and the addition of special meetings and study sessions. This practice does not, however, preclude the Mayor from calling additional meetings pursuant to Section 6.5, if necessary. The City Council shall convene its regular City Council meetings at 6:30 p.m. on the first and third Tuesday of each month. However, each Tuesday is a regular meeting day if necessary to carry out the business of the Ccity and Council Mmembers should be prepared to meet on any Tuesday evening. The City Council hopes to conclude its public business at Regular Meetings by 10:00 p.m. Before an item can be taken up past 10:00 p.m., a vote must occur to continue the meeting. The meeting will only continue if a super majority of the City Council approves such an action. If the decision is to not continue, all remaining agenda items will be moved to the next regular City Council meeting. 6.4 Cancelling Meetings. Pursuant to Government Code Section 36805, City Council shall hold a Regular Meeting at least once each month. Outside of this provision, the Mayor may cancel no more than four (4) Regular Meetings at his/her discretion no less than 7 days before the planned meeting. The Mayor may cancel a meeting at any time in the case of an emergency or when a majority of members have confirmed their unavailability to attend a meeting. 6.5 Special Meetings. A special meeting may be called at any time by the Mayor or by a majority of the City Council in accordance with the Brown Act. Written notice of any such meeting must specify the purpose of the meeting. Notice of the meeting must be given at least 24 hours before the time of the meeting in accordance with law. Public comments at special meetings shall be limited to only those items described on the special meeting notice/agenda. The City Council may hold study sessions or joint meetings with other City Bodies or agencies as deemed necessary to resolve City business. These meetings will be coordinated by the Deputy City Clerk. Study sessions are scheduled to provide Council Members the opportunity to better understand a particular item. While Council may legally take action at any noticed meeting, generally no formal action is taken at study sessions. If action is to be taken at a study session, then the agenda will state that action may be taken. 6.6 Emergency Meetings. An emergency meeting may be called at any time by the Mayor or by a majority of the City Council in accordance with the Brown Act when an emergency situation, as defined by law, exists. In such circumstances, the 24 hour notice necessary for a special meeting is not required, although one-hour telephone notice to the media may be required.
Commented [2]: Should we amend to 10:30?
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6.7 Closed Sessions. (a) The City Council may hold closed sessions at any time authorized by law (and in consultation with the City Attorney), to consider or hear any matter, which is authorized by law. The Mayor or any three Council Members may call a closed session meeting at any time. (b) In order for three Council Members to call a closed session the following procedure shall be followed. A Council Member shall email or call a meeting with the City Manager or the City Attorney outlining the desire and reason a closed session should be called. The City Manager or City Attorney will interview other Council Members as to their desire to hold such a closed session. If two other Council Members agree that a closed session is warranted, a closed session will be agendized as soon as practicable at a date and time acceptable to the Council Members requesting the closed session. 6.8 Quorum. Three (3) members of the City Council shall constitute a quorum and shall be sufficient to transact business. If fewer than three Council Members appear at a regular meeting, the Mayor, Vice Mayor in the absence of the Mayor, any Council Member in the absence of the Mayor and Vice Mayor, or in the absence of all Council Members, the City Clerk or Deputy City Clerk, shall adjourn the meeting to a stated day and hour. 6.9 Minutes. The City Clerk shall prepare minutes of all public meetings of the City Council. Electronic copies will be distributed to the Council for review prior to being placed on the City Council agenda for approval. 6.10 Adjourned Meetings. The City Council may adjourn any regular, adjourned regular, special, or closed session meeting to a time and place specified in the order of adjournment and permitted by law. SECTION 7. POSTING NOTICE AND AGENDA 7.1 Posting of Notice and Agenda. For every regular, special, or study session meeting, the City Clerk or other authorized person shall post a notice of the meeting, specifying the time and place at which the meeting will be held, and an agenda containing a brief description of all items of business to be discussed at the meeting. This notice and agenda may be combined in a single document. Posting is to be according to law. SECTION 8. AGENDA CONTENTS 8.1 Mayor’s Responsibility. The Mayor is responsible for running a timely and orderly meeting. If the Mayor is unavailable to run a Council meeting, the Vice Mayor shall run the meeting. The Mayor, in consultation with the City Manager or his/her designee, shall organize the agenda and agenda forecast. The agenda forecast will be distributed with the City Manager’s report. 690
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8.2 Availability to the Public ad Description of Matters. The agenda for any regular, special, or study session meeting of the City Council shall be made available to the general public and all items of business to be discussed at a meeting of the City Council shall be briefly described on the agenda in accordance with the Ralph M. Brown Act. 8.3 Limitation to Act Only on Items on the Agenda. No action shall be taken by the City Council on any item not on the posted agenda, subject only to the exceptions listed below: (a) Upon a majority determination that an “emergency situation” (as defined by State Law) exists; or (b) Upon determination by a 4/5 vote of the full City Council, or a unanimous vote if less than a full Council, that there is a need to take immediate action and that the need to take the action came to the attention of the City Council subsequent to posting of the agenda. 8.4 Order and Timing of Agenda – Regular Meeting. The prescribed order of the agenda for Regular Meetings of the Council will be as follows: Roll Call, Public Comment if a Closed Session is scheduled, Closed Session, Adjourn to Open Session, Pledge of Allegiance, Invocation, Conflict of Interest Notifications, Closed Session Announcement, if any, Informational Reports (City Manager/City Attorney), Presentations/ Appointments, Public Comments on Items not on the Agenda, Council Comment, Consent Calendar, Public Hearings, General Business Items, Non-presented Reports, and Adjournment. The Mayor may "time" the agenda in a way that suggests how much time should be committed to any item such that the meeting may end at the established time. 8.5 Order of Agenda – Special Meeting – Closed Session. The prescribed order of the agenda for a Special Meeting – Closed Session of the Council will be as follows: Roll Call, Public Comment, Conflict of Interest Notifications, Closed Session, Closed Session Announcement if any, and Adjournment. 8.6 Change in Order of Business. The Mayor may decide to take matters listed on the agenda out of the prescribed order, and Council Members may make such a request. Council Members shall be given the opportunity to ask questions about Consent Items for clarification without having them removed. 8.7 Agenda Request Policy. Requests for placement of items on the agenda can be submitted to the Mayor or City Manager at any time. The Mayor and City Manager will review the request and determine appropriate timing to bring the item forth. The City Attorney may place a Closed Session on the agenda. Also, any member of the Council may request that an item be placed on a future agenda by indicating their desire to do so under the Council Member Report portion of the City Council Commented [3]: review order of agenda 691
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agenda. The request will require the consensus of the Council to have the item brought back at a certain time versus at the pleasure of the Mayor or City Manager. 8.8 Presentations. Presentations are put on the agenda with concurrence of the Mayor or City Manager. The Mayor or City Manager will use their best judgment on scheduling presentations and recognitions. Time limits shall normally be 5 minutes. Presentations may be extended by special circumstances as needed. Exceptions can be made at the Mayor’s discretion. 8.9 Proclamations. Requests for proclamations may be submitted to the Mayor at any time. The Mayor has full discretion in creating proclamations and issuing special recognitions on behalf of the City and the full City Council. Council Members other than the Mayor may each create two proclamations and issue two special recognitions per calendar year to be presented on behalf of that Council Member. Council Members may petition the balance of the Council to be permitted to create additional proclamations or issue additional special recognitions if so desired. To ensure Council Meeting efficiency, a maximum of three proclamations and two special recognitions may be presented at any regular meeting of the City Council. The meeting agenda will include proclamations and special recognitions to be presented during the council meeting, as well as a list of proclamations and special recognitions to be presented outside of the meeting, for informational purposes. Additionally, the Mayor and Council Members presenting proclamations and special recognitions may choose to read a portion of the full language of the item during the Council Meeting. Attached hereto Appendix A, which is incorporated by reference. SECTION 9. PROCEDURES FOR THE CONDUCT OF PUBLIC MEETINGS 9.1 Rules of Order. Rosenberg’s Rules of Order, Revised 2011, govern all City Council Meetings. These Rules clearly and concisely set forth the important role of the chair (i.e., the Mayor) during a meeting; the process for making and voting on motions; the three standard motions, including the basic motion, the motion to amend, and the substitute motion; the process of debate; other procedural motions, including motions to limit debate, motions to table, and motions to adjourn. All City Council Members are encouraged to review and familiarize themselves with the details contained in this seven-page document. A copy of Rosenberg’s Rules of Order is attached hereto and available on the City’s website. 9.2 Appeal Procedures. Appellants shall be given the opportunity to speak first. Appellants and applicants responding to appeals may be given a total of up to 10 minutes each to present their positions to the City 692
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Council prior to hearing public comments. Appellants shall be given up to 5 minutes of rebuttal time after public comments are heard. 9.3 Applicants. Persons bringing to the City Council a request for approval shall be given a total of up to 10 minutes to present their positions/input prior to hearing public comments. An extension can only be granted by consent of a majority of the Council Members. Applicants shall be given up to 5 minutes of rebuttal time after public comments are heard. 9.4 Staff and Consultant Reports. In general, staff and consultant reports should be clear, brief and concise. Staff is to assume that the Council has read all materials submitted. Council shall be given an opportunity to ask questions of staff prior to hearing public comments. 9.5 Public Comment. (a) Persons present at meetings of the City Council, either in-person or participating remotely, may comment on individual items on the agenda at the time the items are scheduled to be heard. During Regular City Council meetings, comments may be offered on items not on the agenda under that portion of the agenda identified for Public Comment. (b) The limit for speakers will be up to 3 minutes, depending on the number of speakers. Speakers are not allowed to delegate their time to another speaker. The Mayor may limit the time to be spent on an item and may continue the item, with the approval of the majority of the Council, to a future meeting at his/her discretion. (c) Upon addressing the Council, each speaker is requested, but not required, to first state his/her name, whom they represent and/or city of residence. (d) After the speaker has completed their remarks, the Mayor may direct the City Manager or City Attorney to briefly address the issues brought forth by the speaker. Council Members shall be respectful of the speakers and shall not enter into a debate with any member of the public nor discuss amongst themselves. (e) All Council Members shall listen to all public discussion as part of the Council’s community responsibility. Individual Council Members should remain open-minded to informational comments made by the public. (f) The Mayor has the right to ask a member of the public to step down if over the allotted time or if the speaker’s comments are not within the Ccity’s jurisdiction. 9.6 Council Member Respect. At all times, Council Members in the minority on an issue shall respect the decision and authority of the majority. 693
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SECTION 10. CLOSED SESSIONS 10.1 Purpose. It is the policy of the City Council to conduct its business in public to the greatest extent possible. However, state law recognizes that, in certain circumstances, public discussion could potentially jeopardize the public interest, compromise the City’s position, and could cost the taxpayers of Suisun City financially. Therefore, closed sessions shall be held from time to time as allowed by law. The procedures for the conduct of these meetings shall be the same as for public meetings, except that the public will be excluded. Prior to convening the closed session meeting, the Mayor shall publicly announce the closed session items and ask for public input regarding any items on the closed session agenda. Pursuant to California Government Code Section 54963, City Council Members shall keep all written materials and verbal information provided to them in closed session in complete confidence to insure that the City’s position is not compromised. No mention of information in these materials shall be made to anyone other than Council Members, the City Attorney or City Manager, except where authorized by a majority of the City Council. 10.2 Rule of Confidentiality. The City Council recognizes that breaches in confidentiality can severely prejudice the City’s position in litigation, labor relations and real estate negotiations. Further, breaches of confidentiality can create a climate of distrust among Council Members and can harm the Council’s ability to communicate openly in closed sessions, thereby impairing the Council’s ability to perform its official duties. The City Council further recognizes that confidentiality of discussions and documents are at the core of a closed session. Confidentiality is essential if the closed session is to serve its purpose. Therefore, the City Council will adhere to a strict policy of confidentiality for closed sessions. 10.3 Breach of Rule of Confidentiality. No person who attends a closed session may disclose any statements, discussions, or documents used in a closed session except where specifically authorized by State law. Any authorized disclosure shall be in strict compliance with these rules and the Ralph M. Brown Act. Violation of this rule shall be considered a breach of this rule of confidentiality. 10.4 Agenda. The City Council agenda will contain a brief general description of the items to be discussed at the closed session, as required by law. 10.5 Permissible Topics. All closed sessions will be held in strict compliance with the Ralph M. Brown Act. The City Attorney, or their designee, will advise in advance on topics that may be discussed in a closed session. 694
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10.6 Rules of Decorum. The same high standard of respect and decorum thatas apply to public meetings shall apply to closed sessions. There shall be courtesy, respect and tolerance for all viewpoints and for the right of Council Members to disagree. Council Members shall strive to make each other feel comfortable and safe to express their points of view. All Council Members have the right to insist upon strict adherence to this rule. The Mayor shall keep the discussion moving forward so that debate and discussion can occur in the time allotted for the closed session. The Mayor will determine the order of debate in a fair manner. 10.7 Conduct of Meeting. (a) The Mayor will call the closed session to order promptly at its scheduled time. (b) The use of handouts and visual aids such as charts is encouraged to focus debate and promote understanding of the topic. All such materials are strictly confidential. (c) If the City Council in closed session has provided direction to City staff on proposed terms and conditions for any type of negotiations, whether it be related to property acquisitions or disposal, a proposed or pending claim or litigation, or employee negotiations, all contact with the other party will be through the designated City person(s) representing the City in the handling of the matter. A Council Member not so designated by the Council will not under any circumstances have any contact or discussion with the other party or its representative concerning the matter which was discussed in the closed session, and will not communicate any discussions conducted in closed session to such party. 10.8 Public Disclosure After Final Action. The Ralph M. Brown Act requires that, as a body, the City Council make certain public disclosure of closed session decisions when those actions have become final. Accordingly, the Mayor or City Attorney shall publicly report any final action taken in closed session, and the vote, including abstentions, at a publicly noticed meeting. The report may be oral or written. The report will state only the action taken and the vote. Except for the action taken and the vote, all closed session discussions will remain confidential. SECTION 11. DECORUM 11.1 Council Members. Members of the City Council value and recognize the importance of the trust invested in them by the public to accomplish the business of the City. Council Members shall accord the utmost courtesy to each other, City employees, and the public appearing before the City Council. The City Manager or his/her designee shall act as the sergeant-at-arms. 11.2 City Employees. Members of the City staff shall observe the same rules of order and decorum applicable to the City Council. City staff shall act at all times in a business and professional manner towards Council Members and members of the public. 695
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11.3 Public. Members of the public attending City Council meetings shall observe the same rules of order and decorum applicable to the City Council. These Norms and Procedures shall apply to all City Council Meetings. 11.4 Noise in the Chambers. Noise emanating from the audience, whether expressing opposition or support within the Council Chambers or lobby area, which disrupts City Council meetings, shall not be permitted. All cell phones and other electronic devices shall be muted while in the chambers. Refusal is grounds for removal. 11.5 Removal. Any member of the public making personal, impertinent, and/or slanderous or profane remarks, or who becomes boisterous or belligerent while addressing the City Council, staff or general public, or while attending the City Council meeting and refuses to come to order at the direction of the Mayor/Presiding Officer, may be ordered by the Mayor/Presiding Officer, pursuant to Government Code Section 54957.95, to be removed from the Council Chambers by the Police Chief, or his/her designee, and may be barred from further attendance before the Council during that meeting. Unauthorized remarks from the audience, stamping of feet, whistles, yells, and similar demonstrations shall not be permitted by the Mayor/Presiding Officer. The Mayor/Presiding Officer may direct the Police Chief, or their designee, to remove such offenders from the room. 11.6 Dangerous Instruments. No person may enter the chambers of a legislative body, as defined in Government Code Section 54852 or any place were such legislative body is in session, with any firearm, weapon, or explosive device of any nature. The provisions of this section shall not apply to authorized peace officers or to those persons authorized by the Penal Code of the State to carry such weapons. SECTION 12. ENFORCEMENT OF DECORUM In extreme cases, such as when a meeting is willfully interrupted by a group or groups of persons so as to render the orderly conduct of such meeting unfeasible and order cannot be restored by the removal of individuals as provided for herein, the Mayor/Presiding Officer may order the meeting room cleared and continue in session. Only matters appearing on the agenda may be considered in such a session. Duly accredited representatives of the press or other news media, except those participating in the disturbance, shall be allowed to attend any session held pursuant to this Section. Nothing in this Section shall prohibit the City Council from establishing a procedure for readmitting an individual or individuals not responsible for willfully disturbing the orderly conduct of the meeting. 696
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SECTION 13. PUBLIC RELATIONS 13.1 City Spokesperson. The Mayor will serve as the general spokesperson for the City. When Council has not taken a position on an issue, neither the Mayor nor any Council Member will speak on behalf of the Council. In these situations, the Mayor or Council Member will use a phrase such as, “Council has not taken an official position, personally I think…” 13.2 Press Release. Any proposed Press Release may only use the City Seal and picture of the Council Member issuing such release if the subject matter pertains to official government business of Suisun City. The group picture of the Council may only be used on a Press Release if the release is being issued on behalf of the entire Council. SECTION 14. MAYOR’S OFFICE The opportunity to meet with a member of the public is an honor. It also creates an opportunity for our citizens to know that their elected officials are willing to listen and willing to act. There is a place for meeting over coffee or food, as some discussions are best had when “breaking bread.” However, some discussions should happen in a professional environment, free from distractions allowing for private discussion. To help facilitate meetings with members of the public as a Council Member, the Mayor’s office is listed as a Resource Room in Outlook for advance scheduling. Reach out to the Deputy City Clerk if you have questions regarding scheduling. SECTION 15. NONDISCLOSURE AGREEMENTS (NDAs) An NDA is a provision in a contract that binds the parties to secrecy regarding information specified in the contract. NDAs generally prohibit parties from disclosing the specified information to non-parties and often provide for damages if a party discloses it in violation of the NDA. NDAs are commonly used to protect sensitive and confidential information, including trade secrets and business negotiations. Except as provided below, the Mayor, Council Members or City staff acting in their official capacity shall not enter into, or request that another individual enter into, a nondisclosure agreement, relating to the drafting, negotiation, or discussion of proposed ordinances, resolutions or policies or any development projects in the City without the approval of the City Council. The Mayor, a Council Member, or City staff may entered into a nondisclosure agreement, or portion of a nondisclosure agreement, that prevents only the disclosure of trade secrets, Formatted: Heading 1Formatted: Font: (Default) +Body (Times New Roman)Formatted: Font: (Default) +Body (Times New Roman)Formatted: Font: (Default) +Body (Times New Roman) 697
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financial information, or proprietary information. If a nondisclosure agreement is entered into for the limited purposes of this exception, the Mayor, Council Member, or City Manager shall report the entering into the nondisclosure statement at the next regular City Council Meeting. The nondisclosure agreement is a public records subject to disclosure underonly the California Public Records Act. Only the disclosure of trade secrets, financial information, or proprietary information is not disclosable, subject to the California Public Records Act. SECTION 165. VIOLATIONS OF PROCEDURES Nothing in these Norms and Procedures shall invalidate a properly noticed and acted upon action of the City Council in accordance with State Law. This document shall remain in effect until modified by resolution of the City Council. Formatted: Font: (Default) +Body (Times New Roman) 698
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SUISUN CITY COUNCIL:
Mayor Alma Hernandez
Mayor Pro Tem Jenalee Dawson
Councilmember Princess Washington
Councilmember Amit Pal
Councilmember Parise Shepherd
ORIGINAL ADOPTION:
July 30, 2019
AMENDED:
FEBRUARY 18, 2020
FEBRUARY 15, 2022
JULY 19, 2022
OCTOBER 15, 2024
DECEMBER 16, 2025
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SUISUN CITY COUNCIL NORMS & PROCEDURES
Table of Contents
Section 1. GENERAL....................................................................................................................................... 1
1.1 Purpose. ........................................................................................................................................ 1
1.2 Code of Conduct............................................................................................................................ 1
1.3 Overview of Council responsibilities. ............................................................................................ 1
1.4 Overview of City Manager responsibilities. .................................................................................. 3
1.5 Annual Review. ............................................................................................................................. 3
1.6 Ralph M. Brown Act. ..................................................................................................................... 3 SECTION 2. COUNCIL REORGANIZATION ...................................................................................................... 3
2.1 Mayor Pro Tem Selection Process. ............................................................................................... 3
2.2 Duties of the Mayor Pro Tem/Vice Mayor .................................................................................... 4
2.3 Appointment of a Council Vacancy. .............................................................................................. 4 SECTION 3. ADMINISTRATIVE MATTERS ....................................................................................................... 4
3.1 Attendance. ................................................................................................................................... 4
3.2 Correspondence. ........................................................................................................................... 4
3.3 Regional Boards, Committees and Ad Hocs .................................................................................. 5
3.4 Distribution of Information. .......................................................................................................... 5
3.5 Reimbursement............................................................................................................................. 5
3.6 Ethics and Sexual Harassment Prevention & Education Training. ................................................ 6
3.7 City Seal. ........................................................................................................................................ 6
3.8 Use of City Email and Social Media. .............................................................................................. 6
3.9 Compensation. .............................................................................................................................. 7 SECTION 4. COUNCIL RELATIONSHIP WITH STAFF ........................................................................................ 7
4.1 City Manager. ................................................................................................................................ 7
4.2 Agenda Item Questions. ................................................................................................................ 8
4.3 Individual Council Member’s Requests. ........................................................................................ 8 SECTION 5. PROCEDURES FOR APPOINTMENTS TO BOARDS/COMMISSIONS/COMMITTEES ..................... 8
5.1 Definitions of Various City Bodies, including Task Forces, Committees, Ad Hocs, Commissions, and Boards. ............................................................................................................................................... 8
5.2 Recruitment and Appointment Process. ....................................................................................... 9
5.3 Requirement for Appointment. .................................................................................................. 10
5.4 Council Notification. .................................................................................................................... 10
5.5 Incumbents. ................................................................................................................................ 10 700
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5.6 Attendance. ................................................................................................................................. 10
5.7 Norms and Procedures and Conflicts of Interest. ....................................................................... 10
5.8 Conflicts with Federal, State or Local Law. ................................................................................. 11 SECTION 6. MEETINGS ................................................................................................................................ 12
6.1 Open to Public. ............................................................................................................................ 12
6.2 Broadcasting of City Council Meetings. ...................................................................................... 12
6.3 Regular Meetings. ....................................................................................................................... 12
6.4 Cancelling Meetings. ................................................................................................................... 12
6.5 Special Meetings. ........................................................................................................................ 13
6.6 Closed Sessions. .......................................................................................................................... 13
6.7 Quorum. ...................................................................................................................................... 13
6.8 Minutes. ...................................................................................................................................... 14
6.9 Adjourned Meetings. .................................................................................................................. 14 SECTION 7. POSTING NOTICE AND AGENDA ............................................................................................... 14
7.1 Posting of Notice and Agenda. .................................................................................................... 14 SECTION 8. AGENDA CONTENTS ................................................................................................................. 14
8.1 Mayor’s Responsibility. ............................................................................................................... 14
8.2 Availability to the Public ad Description of Matters. .................................................................. 14
8.3 Limitation to Act Only on Items on the Agenda.......................................................................... 14
8.4 Order and Timing of Agenda – Regular Meeting. ....................................................................... 14
8.5 Order of Agenda – Special Meeting – Closed Session. ............................................................... 15
8.6 Change in Order of Business. ...................................................................................................... 15
8.7 Agenda Request Policy. ............................................................................................................... 15
8.8 Presentations. ............................................................................................................................. 15
8.9 Proclamations. ............................................................................................................................ 15 SECTION 9. PROCEDURES FOR THE CONDUCT OF PUBLIC MEETINGS ........................................................ 16
9.1 Rules of Order. ............................................................................................................................ 16
9.2 Appeal Procedures. ..................................................................................................................... 16
9.3 Applicants. ................................................................................................................................... 16
9.4 Staff and Consultant Reports. ..................................................................................................... 16
9.5 Public Comment. ......................................................................................................................... 16
9.6 Council Member Respect. ........................................................................................................... 17 SECTION 10. CLOSED SESSIONS .................................................................................................................. 17
10.1 Purpose. ...................................................................................................................................... 17
10.2 Rule of Confidentiality. ............................................................................................................... 18 701
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10.3 Breach of Rule of Confidentiality. ............................................................................................... 18
10.4 Agenda. ....................................................................................................................................... 18
10.5 Permissible Topics. ...................................................................................................................... 18
10.6 Rules of Decorum. ....................................................................................................................... 18
10.7 Conduct of Meeting. ................................................................................................................... 18
10.8 Public Disclosure After Final Action. ........................................................................................... 19 SECTION 11. DECORUM .............................................................................................................................. 19
11.1 Council Members. ....................................................................................................................... 19
11.2 City Employees. ........................................................................................................................... 19
11.3 Public. .......................................................................................................................................... 19
11.4 Noise in the Chambers. ............................................................................................................... 19
11.5 Removal. ..................................................................................................................................... 19
11.6 Dangerous Instruments. ............................................................................................................. 20 SECTION 12. ENFORCEMENT OF DECORUM ............................................................................................... 20 SECTION 13. PUBLIC RELATIONS ................................................................................................................. 20
13.1 City Spokesperson. ...................................................................................................................... 20
13.2 Press Release............................................................................................................................... 20 SECTION 14. MAYOR’S OFFICE .................................................................................................................... 20 SECTION 15. VIOLATIONS OF PROCEDURES ............................................................................................... 21
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SUISUN CITY COUNCIL
NORMS & PROCEDURES
Section 1. GENERAL
1.1 Purpose.
The purpose of these Norms and Procedures is to promote communication, understanding, fairness, and trust among the members of the City Council and staff concerning their roles, responsibilities, and expectations for management of the business of the City of Suisun City.
In the interest of promoting best practices in our local government as Municipal Legislators, this document will include operational procedures, policies, and practices.
1.2 Code of Conduct.
The residents and businesses of Suisun City are entitled to have a fair, ethical and accountable local government, which has earned the public’s full confidence for integrity. The effective function of our democratic government by law requires that:
Our public officials, both elected and appointed, comply with both the letter and spirit of the laws and policies affecting the operations of government, Our public officials will be independent, impartial and fair in their judgment and action, We will ensure the public office be used for the public good, and not for personal gain, Public deliberations and processes will be conducted openly, unless legally confidential, in an atmosphere of respect and civility, and
Legally confidential discussions in closed sessions shall remain confidential to protect the City from liability and the processes of City governance.
In addition to the legal commitments noted above, the City of Suisun City Council agrees to the following governing norms:
Be transparent and authentic; say what you mean and mean what you say. Afford each Council Member the time and opportunity to share their interest, and refrain from dominating the discussion.
Be cooperative and assume one another’s good intentions. Work as a team on behalf of the community, and not as competitors. Respect the Council / Manager form of government, including not directing staff. Following a Council vote, support the decision of the body. No personal attacks or profanity.
1.3 Overview of Council responsibilities.
Suisun City is a California General Law city with a Council/Manager form of government. The City Council, which is elected directly by City voters, is assisted by a number of appointed and separately elected officials to provide services for City residents. The City Council has the following duties and responsibilities:
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(a) Appointment of the City Manager and City Attorney. The City Council shall appoint the City Manager and the City Attorney. The City Manager shall implement City Council policy and run day -to-day operations of Suisun City. The City Attorney shall provide legal advice and act as counsel to elected officials and City staff in adherence to all federal, state and local laws pertain ing to City operations and public policy.
There should be an annual review for the City Manager and the City Attorney.
The City Manager’s annual review shall follow closely the format included in the City Manager’s contract and include goals for the next period. Less formal evaluations may take place quarterly or every six (6) months at the pleasure of the Council. A separate procedure will be established for this evaluation.
The City Attorney’s annual review shall be at a format proposed by the Mayor and agreed upon by the Council informally.
The Mayor at his/her discretion may annually create an ad hoc to oversee annual review process and prepare a summary evaluation.
(b) Establishment of boards, commissions, and committees (each a “City Body” and together “City Bodies”). With the consent of the Council, the Mayor may establish City Bodies.
(c) Legislative decisions. The Council is the legislative body; its members are the community’s decision -makers. Power is centralized in the elected City Council collectively and not in individual members of the Council. The City Council approves the budget and determines the public services. It focuses on the community’s goals, major projects and such long term considerations as community growth, financing and strategic planning. The City Council hires a professional City Manager to carry out administrative responsibilities and the City Council collectively supervises the City Manager’s performance.
(d) Legislative Advocacy. The City Council, as the governing body, should develop where possible, with or without the assistance of outside professionals, a state and federal legislative platform. This platform shall be the guiding principl es, which the City Council and City Manager use to advocate for the needs of Suisun City. From time to time, support or opposition letters or actions may be needed from the City, and often such action is required in short order, thereby preventing review by the full City Council. In such cases the following shall be the process:
i. When a letter or action is needed to request funding for Suisun City , the Mayor shall have the authority to sign such a letter or provide such direction.
ii. If the letter or action is to support or oppose a specific state or federal action or legislation, the proposed Suisun City position must be taken to a smaller body, such as a legislative subcommittee of the City Council comprised of the Mayor and one other City Council Member. 704
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iii. The additional subcommittee member is appointed by the Mayor with Council consent. This appointment shall be made in December of each year for the following 12 months.
1.4 Overview of City Manager responsibilities.
The City Manager is hired to serve the City Council and the community and to bring the benefits of education, training and experience in administering the City’s projects, programs, and public services on behalf of the City Council. The City Manager follow s the direction of the entire City Council and not individual members of the Council or the public, and serves at the sole discretion of the Council.
As the City’s Chief Executive Officer, the City Manager oversees:
Department heads and department operations
Budget development and fiscal management
Policy implementation
Personnel administration and human resources
Labor relations
Intergovernmental relations
Service delivery
Elected official support
A variety of special projects and assignments
The City Manager appoints, removes, promotes, and demotes any and all officers and employees of the City except the City Clerk, City Attorney, and City Treasurer.
Among the chief duties, the City Manager will implement the Council’s policies, projects, programs, and public services in an effective and efficient manner, providing professional advice on policy matters, intergovernmental affairs, economic development, and environmental issues.
1.5 Annual Review.
The City Council shall conduct a review of this documen t annually within three months prior to the start of a new fiscal year, or whenever Council deems necessary, to assist Council Members in being more productive in management of the business of the City.
1.6 Ralph M. Brown Act.
All conduct of each City Body, as well as Task Forces and Ad Hocs shall be in full compliance with the Ralph M. Brown Act.
SECTION 2. COUNCIL REORGANIZATION
2.1 Mayor Pro Tem Selection Process.
In December of each year, the Mayor shall select and appoint a Mayor Pro Tem, with consent of the City Council, from among all the members of the Council, irrespective of whether they were elected or appointed . Selection and appointment shall be at the first meeting of a new term following each General Municipal Elect ion or at the first meeting in December during non - 705
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election years. For all intents and purposes, the title Mayor Pro Tem and Vice Mayor are used interchangeably. The term of the appointment shall be for a 12 -month period commencing on January 1st of each year, unless otherwise provided for by majority vote of the Council.
2.2 Duties of the Mayor Pro Tem/Vice Mayor
The Vice Mayor remains as one member of the City Council and has no rights or authority different from any other member of the Council. The Vice Mayor is the designated individual to represent the Mayor and perform any duties as required when the Mayor is unavailable. If the Mayor will be unavailable for an extended period of time, the Mayor shall provide notification to the Vice Mayor, City Manager, and City Clerk, in addition to outlining any additional duties.
2.3 Appointment of a Council Vacancy.
In the event of a vacancy of office on the happening of any of the events provided in Government Code Section 1770, the Council shall appoint a new Council Member, within sixty (60) days after a vacancy or death or resignation becomes effective in compliance with the California Elections Code, unless the Council, by resolution, decides to instead call a special election. In the event of appointment, the Mayor, with the consent of the Council, shall determine by resolution the process for appointment prior to the application process and in accordance with State law.
SECTION 3. ADMINISTRATIVE MATTERS
3.1 Attendance.
City Council Members acknowledge that attendance at lawful meetings of the City Council is part of their official duty. Council Members shall make a good faith effort to attend all such meetings unless unable. Council Members will notify the Mayor, City Manager, and City Clerk, if they will be absent from a meeting.
Pursuant to Government Code Section 36513, “if a city councilmember is absent without permission from all regular city council meetings for 60 days consecutively from the last regular meeting he or she attended, his or her office becomes vacant and shall be filled as any other vacancy.”
3.2 Correspondence.
With some exceptions, proposed correspondence (including electronic) from individual Council Members/Mayor on City stationery shall be reviewed by the Council in draft form prior to release.
The City will provide stationary designated as “The Office of” for each member of the Council to use for correspondence as it relates to each Council Member’s elected position (e.g., thank you notes, letters of recommendation, direct communication to residents or businesses, etc.). This letterhead will have th e same information as provided on their business card. Any views expressed in this correspondence (including electronic) are solely the Council Member’s own and do not represent the City's or the Council's views.
E-mails from Council Members should be res pectful and professional. This form of correspondence is a public record subject to disclosure under the California Public Records Act. 706
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3.3 Regional Boards, Committees and Ad Hocs
The role of the Council on regional boards will vary depending on the nature of the appointment.
Representing the interests of Suisun City is appropriate on some boards; this is generally the case when other local governments have their own representation. The positions taken by the appointed representatives are to be in alignment with the positions that the Council has taken on issues that directly impact Suisun City. If an issue should arise that is specific to Suisun City and the Council has not taken a position, the issue should be discussed by the Council prior to taking a formal position at a regional board meeting, to assure that it is in alignment with a majority of the Council’s position.
Council representatives to such various boards shall keep t he Council informed of ongoing business through written reports to the Council during properly posted Council meetings. City Council Members shall report to the Mayor and City Manager, through a n electronic means created and provided to the City Council Members, any updates to the City Council and public, related to work as lia isons on Regional Boards, Commissions, Committees, or Ad Hoc Committees. These updates must be completed by 5 p.m. PST, the Wednesday before each City Council meeting. There may be w eeks when no update is necessary , which should be noted in the document.
Council Members shall make a good faith effort to attend all regional meetings to which they are assigned. Attendance should not be less than 75% of all annual scheduled meetings and all absences should be reported to the Mayor. If a Council Member is unable to attend, the Council Member shall notify his/her alternate as far in advance of the meeting as possible so as to allow the alternate to attend.
A list of these assignments is maintained by the Deputy City Clerk and will be distributed to the Council when updated.
3.4 Distribution of Information.
It is essential that every member of the City Council have the same information from which to form decisions and actions. Any information distributed to one Council Member shall also be distributed to all Council Members.
The Mayor, by virtue of the position, may receive information in advance of other members of the Council in order for the City Manager to effectively proceed with the day-to-day operation of the City. The City Manager will make every effort to disseminate this information to the remaining members of the Council prior to the next City Council meeting or before the information becomes public, whether through the City Manager Weekly Update or at the City Manager’s meetings with individual Council Members.
3.5 Reimbursement.
Every effort shall be made to limit the need to reimburse Council Members for expenses. City Council Members may be reimbursed for personal expense s for travel to and lodging at conferences or meetings related to their role as a Council Member. The reimbursement of expenses is limited in the following manner: Members shall be reimbursed subject to the 707
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Administrative Directive related to travel expense (AD1.) Any additional expenses that fall outside the scope of this policy may be reimbursed only if approved by the City Council, at a public meeting, before the expenses are incurred. Any request for reimbursement of expenses shall be accompanied by an expense form and receipts documenting the expenditure. These documents are public records subject to disclosure under the California Public Records Act.
3.6 Ethics and Sexual Harassment Prevention & Education Training.
Any member of the City Council or another City Body, Task Force or Ad Hoc formed by the City Council, shall receive at least two hours of ethics training in general ethics principles and ethics laws relevant to his/her public service every two (2) years, as mandated by AB 1234, and at least two (2) hours of sexual harassment prevention training, as mandated by AB 1661. New members must receive this training within their first year of service for ethics and six (6) months for sexual harassment prevention training and education, and file a ce rtificate of completion with the Deputy City Clerk. Members shall attend training sessions that are offered through the League of California Cities or locally in the immediate vicinity of Solano County, or by completing online a state-approved public service ethics education program.
An individual who serves on multiple legislative bodies need only receive two (2) hours of each training every two (2) years to satisfy this requirement for all applicable public service positions.
If the City offers either c ourse, the City will use a course that has been reviewed and approved by the Fair Political Practices Commission and the California Secretary of State.
The Deputy City Clerk is required to keep ethics training records for five years to document and prove that these continuing education requirements have been satisfied. These documents are public records subject to disclosure under the California Public Records Act.
3.7 City Seal
The City Seal is an important symbol of Suisun City. No change to the City Seal shall be made without Council approval. Individual Council Members shall be careful in use of the City Seal so as not to create an appearance that the Council Member is acting on behalf of or with official endorsement of Suisun City.
The City Seal and any City Insignia shall only be used for purposes directly connected with the official business of the City of Suisun City, its City Council, boards and commissions, committees, officers or departments, except upon written authorization o f the City Manager or his or her designee. City officers, employees, members of the City Council and members of City boards, commissions and committees may use stationary, printed materials and other articles with the City Seal or City Insignia while acting within the scope of their office or employment.
3.8 Use of City Email and Social Media.
Except for emergencies, public officials who are not City employees (“public officials”) conducting City business should not create any “public record” (as that term is defined in California Government Code Section 7920.530) by using any email account that is not a City email account, or by using any non -City-controlled social media account. Instead, public officials should use a City email or City-controlled social media account for City business. 708
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Nothing in this policy is intended to limit a public offi cial’s use of private email and social media accounts for non-City business such as personal communications and campaign related activities.
For purposes of this policy “City-controlled social media account” is an account on a social media platform (e.g. Facebook, Instagram, Twitter) that is created and used by the City (e.g. the City’s official Facebook page, if any).
Use of City Electronic Devices . In general, when creating or modifying public records in the conduct of City business on an electronic de vice that can create and modify public records (e.g. computers, mobile phones, tablets), public officials should only use City-issued devices. However, public officials may use non-City electronic devices to access an official City account, such as City email and City-controlled social media accounts.
Exception: If using a City-electronic device is clearly impractical or if a public official has not been issued or does not have in the public official’s possession a City-electronic device, a public official may use a non-City device, but only if a copy of each affected public record is contemporaneously copied to a City account of that same public official, or to the related City-controlled social media account, or a hard copy is provided to the City for retention in City records.
Texting Only on City Devices . Except for emergencies or when communicating with the City Attorney’s Office, public officials conducting City business shall not send or receive texts on any device other than a City -owned device. In an emergency, a public official may use a non -City device to text, but only if a copy of any public record that is created as a result is contemporaneously copied to a City account of that same public official, or a hard copy is provided to the City for retention in City records.
3.9 Compensation.
The Mayor and Council members are compensated in accordance with California Government Code Sections 36516 and 36516.1. The amount is memorialized in the City’s Municipal Code.
SECTION 4. COUNCIL RELATIONSHIP WITH STAFF
Suisun City is a Council/ Manager form of government. The Council establishes policy and the City Manager and their staff implement that policy. To effectively govern and maintain a healthy and productive relationship between City Council a nd all City staff, the Council and staff alike must respect and abide by the roles and responsibilities of each and commit to work through the City Manager.
4.1 City Manager.
The City Manager serves as the City’s chief executive officer. The City Manager implements Council policy, provide s professional recommendations and guidance to the Council, direct s, supervises and manages all City staff, and day-to-day operations. The City Manager may delegate this responsibility to Department Heads, at their discretion.
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City Council Members are always free to go to the City Manager to discuss City business. Issues concerning the performance of a department or any employee must be directed to the City Manager. The City Manager will be responsible for communicating with all Council Members.
4.2 Agenda Item Questions.
Council members are to work through the City Manager or City Attorney on all issues, concerns and questions. If a Council Member has a question on an agenda item, the Council Member should contact the City Manager, if at all possible, prior to any meeting at which the item may be discussed, to allow the City Manager and their staff time to provide the most complete answer to the Council Member’s question. This does not restrict Council Members from asking questions during a Council meeting.
4.3 Individual Council Member’s Requests.
Council Members shall make their requests for information to the City Manager or to a Department Head including the City Manager, to respond to an individual Council Member’s request for any purpose or information.
SECTION 5. PROCEDURES FOR APPOINTMENTS TO
BOARDS/COMMISSIONS/COMMITTEES
5.1 Definitions of Various City Bodies, including Task Forces, Committees, Ad Hocs, Commissions, and Boards.
(a) Task Force: A temporary grouping of individuals and resources for the accomplishment of a specific objective.
(b) Committee: A group of people officially delegated to perform a function, such as investigating, considering reporting, or acting on a matter.
(c) Ad Hoc: Committees established for a specific purpose. Formed for or concerned with one specific purpose (e.g. ad hoc compensation committee); for the particular end or case at hand without consideration of wider application; formed or used for specific or immediate problems or needs; often improvised or impromptu; contrived purely for the purpose in hand rather than carefully planned in advance.
(d) Commission: A group of people officially authorized to perform certain duties or functions with certain powers or authority granted ; the act of granting certain powers or the authority to carry out a particular task or duty; the rank and powers so conferred.
(e) Board: A group of persons having managerial, supervisory, or advisory powers . In parliamentary law, a board is a form of deliberative assembly and is distinct from a committee, which is usually subordinate to a board or other deliberative assembly – in having greater autonomy and authority.
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5.2 Recruitment, Nomination and Appointment Process.
(a) On or before December 31 st of each year, the Deputy City Clerk shall prepare and post a list of all Council-appointed terms of City Bodies that expire during the next calendar year in compliance with Government Code Section 54972.
(b) The Deputy City Clerk shall annually advertise for applicants wishing to be considered for appointment to a City Body . All persons seeking appo intment to a City Body must complete and submit an application form to the Deputy City Clerk. (c) Annually, and i f an unscheduled vacancy occurs on a City Body during the year, the following steps should be taken to publicize the vacancy and fill the position:
1. Public announcement of the vacancy at a Council meeting.
2. Newspaper advertisement announcing the vacancy.
3. A recruitment period of at least ten (10) days.
4. A vacancy notice posted at City Hall, the Nelson Center, and on the City’s website for at least 20 days.
5. Announcements in the local media, such a press releases, online news outlets and free weekly sales papers.
6. Distribution to appropriate professional and community organizations and all groups that have requested notification.
(d) All persons seeking appoin tment to a City board, commission or committee shall complete and submit an application form to the City Clerk as set forth in Section 5. 2.
Applications shall be kept on file for two (2) years in the City Clerk’s office and vacancies may be considered from the applications on file, as well as new applications.
(e) Each year, the Mayor shall appoint a two-member Ad Hoc Committee to be known as the Nominating Committee, which c ommittee shall review all applications and interview selected applicants and , based on those efforts , shall make recommendations to the Mayor for appointments to the open positions ensuring that all recommendations meet the requirements of the City Body to which they are recommended for appointment. The Mayor may then , pursuant to Government Code Section 40605, appoint the applicants suggested by the Nominating Committee, choose to appoint another applicant from the pool of applicants, or nominate and appoint another person of their choosing, so long as the appointee meets the requi rements of the City Body to which they would be appointed. All appointments to City Bodies must be approved by the City Council.
(f) If a vacancy occurs outside of the annual recruitment cycle, the Mayor may appoint from the previous recommendation of the N ominating Committee or from the existing applications already on file if there is more than four (4) months remaining on the vacant seat. If there are less than four (4) month remaining, the Mayor may elect not to fill that seat and wait for the annual re cruitment process, unless there is an urgent reason to appointment immediately such as need for a quorum. The Mayor may also request that a midyear recruitment be conducted to fill the vacancy if needed.
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5.3 Requirement for Appointment.
(a) Any person appointed to a City Commission must be a resident of Suisun City. Should any person so appointed move from the City during their term of office, such o ffice shall be forfeited.
(b) Any person appointed to any City Body other than a City Commission must be one of the following: 1) a resident of Suisun City, 2) a majority owner of a business located in Suisun City at the time of their appointment and shall remain so throughout their term of appointment, or 3) a subject matter expert on issues pertaini ng to the work of the City Body to which the person is appointed. Should any person appointed as a resident of Suisun City move from the City, or appointed as a business owner in Suisun City no longer hold majority ownership of that business, such office shall be forfeited.
(c) Except as provided by state or local statute, the appointee shall not be a current City employee or currently appointed to another City Body.
5.4 Council Notification.
By October 1 of each year, the Deputy City Clerk will notify all members of the City Council of expiring terms for members of City Bodies.
5.5 Incumbents.
(a) At the end of the first term, the incumbent City Body member may, at the discretion of the Mayor, be reappointed for an additional term without the need to apply or interview for re-appointment. In lieu of an application, the member shall submit to the Deputy City Clerk a letter or email expressing interest in re -appointment sixty (60 days prior to the expiration of the member’s first term.
(b) Any incumbent interested in re-appointment who has served two (2) or more terms must apply for reappointment as set forth in Section 5.2.
5.6 Attendance.
(a) Members of City Bodies are expected to regularly attend and participate on their respective City Body.
(b) All absences should be reported to the Mayor and Deputy City Clerk in advance of missing the meeting.
(c) A board, commission or committee member whose attendance is less than seventy-five percent (75%) of the required meetings over a period of a year may be subject to removal at the discretion of the City Council.
5.7 Norms and Procedures and Conflicts of Interest.
(a) All City Body members shall be expected to adhere to the Rules of Procedure for the Conduct of Commissioners, Committee Members and Board Members as adopted by the City Council and amended from time to time.
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(b) All City Body members shall comply with all state and local laws with respect to ethics and conflicts of interests to the extent that such laws apply to their position, including state and local requirements to timely file Statements of Economic Disclosure if the member is designated as a filer by State law or by the City’s Conflict of Interest Code.
(c) The City Council may b y majority vote expel a member from any City Body for behavior that violates a provision of these Norms and Procedures.
(d) Representation of Council Member’s Beliefs as Beliefs of Council:
(1) Communication with the Public, Press and other Media.
Council Members shall not speak on behalf of the City or the Council . Only the Council as a whole have the authority to s peak on behalf of the Council . To avoid an y appearance that a Council Member is speaking on behalf of the Council, the Council Member should clarify that they are speaking in their individual capacity whenever there is risk of misunderstanding of authority.
There may be instances where it is appropriate for Council Members to provide public statements about City events and policy matters to the public and press in an official capacity; however, Council Members must coordinate with City staff and seek approval from the Mayor and/or City M anager before making such statements. Upon approval from the Mayor and/or City Manager, City staff will coordinate and organize public communication and inquiries from the media related to official statements to include the Mayor, or a representative designated by the City Council , who may clarify actions taken by the City Council , fairly and accurately recap City Council’s actions, or outline next steps. The Mayor or designee must not editorialize, offer personal opinion, or speculate on future actions when speaking in an official capacity. A Council Member may recite City Council positions, activities, and actions taken and state factual accounts of those actions.
(2) Community Relations and Engagement/Social Media.
City Council Members may not, in an official capa city, represent the City Council or the City to the general public without City Council approval. Commissioners may not use City logos, branding, name tags, business cards, or other collateral to represent their private, personal or political interests.
Any time that a Council Member uses their commission title, is wearing their Council Member name badge or references their position as a City Council Member when speaking publicly or on social media, they must state that they are speaking in an individual capacity and not as a representative of the City of Suisun City.
(3) Election-related Activity or Personal Activity.
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City Council Members are prohibited from using their position as a Council Member for political or personal gain. For example, while potential ballot measures are under consideration or while candidate campaigns are being carried out, Council Members can elect to participate in campaign activity individually but cannot use City resources to support that activity. Thus, City Council Members may engage in election-related activity as community members, and may use their Council Member title, current or former, for identification purposes, so long as they affirmatively declare that they do not represent the City.
5.8 Conflicts with Federal, State or Local Law.
In case of a conflict between this Section of the Norms and Procedure policy with federal, state or local law, such federal, state or local law shall be the controlling factor.
SECTION 6. MEETINGS
6.1 Open to Public.
All meetings of the City Council whether regular, special, or study sessions, shall be open to the public, unless a closed session is held as authorize d by law. All meetings shall be noticed as required to allow action to be taken by the Council.
6.2 Broadcasting of City Council Meetings.
All regular Council meetings shall be scheduled in the Council Chambers to allow for web streaming, unless the number of participants exceeds room capacity. The final decision shall be the responsibility of the Mayor.
6.3 Regular Meetings.
At the first regular meeting in January, the City Council will approve the schedule of meetings for the calendar year, which in addition to the regular meeting schedule, may include the cancellation of regular meetings and the addition of special meetings and study ses sions. This practice does not, however, preclude the Mayor from calling additional meetings pursuant to Section 6.5, if necessary.
The City Council shall convene its regular City Council meetings at 6:30 p.m. on the first and third Tuesday of each month. However, each Tuesday is a regular meeting day if necessary to carry out the business of the City and Council Members should be prepared to meet on any Tuesday evening.
The City Council hopes to conclude its public business at Regular Meetings by 10:00 p.m. Before an item can be taken up past 10:00 p.m., a vote must occur to continue the meeting. The meeting will only continue if a super majority of the City Council approves such an action. If the decision is to not continue, all remaining agenda items wi ll be moved to the next regular City Council meeting.
6.4 Cancelling Meetings.
Pursuant to Government Code Section 36805, City Council shall hold a Regular Meeting at least once each month. Outside of this provision, the Mayor may cancel no more than four (4) Regular 714
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Meetings at his/her discretion no less than seven (7) days before the planned meeting. The Mayor may cancel a meeting at any time in the case of an emergency or when a majority o f members have confirmed their unavailability to attend a meeting.
6.5 Special Meetings.
A special meeting may be called at any time by the Mayor or by a majority of the City Council in accordance with the Brown Act. Written notice of any such meeting must specify the purpose of the meeting. Notice of the meeting must be given at least twenty-four (24) hours before the time of the meeting in accordance with law. Public comments at special meetings shall be limited to only those items described on the special meeting notice/agenda.
The City Council may hold study sessions or joint meetings with other City Bodies or agencies as deemed necessary to resolve City business. These meetings will be coordinated by the Deputy City Clerk. Study sessions are schedu led to provide Council Members the opportunity to better understand a particular item. While Council may legally take action at any noticed meeting, generally no formal action is taken at study sessions. If action is to be taken at a study session, then the agenda will state that action may be taken.
6.6 Emergency Meetings.
An emergency meeting may be called at any time by the Mayor or by a majority of the City Council in accordance with the Brown Act when an emergency situation, as defined by law, exists. In such circumstances, the twenty-four (24) hour notice necessary for a special meeting is not required, although one-hour telephone notice to the media may be required.
6.7 Closed Sessions.
(a) The City Council may hold closed sessions at any time authorized by law (and in consultation with the City Attorney), to consider or hear any matter, which is authorized by law.
The Mayor or any three Council Members may call a closed session meeting at any time.
(b) In order for three (3) Council Members to call a closed session, the following procedure shall be followed. A Council Member shall email or call a meeting with the City Manager or the City Attorney outlining the desire and reason a closed session should be called. The City Manager or City Attorney will interview other Council M embers as to their desire to hold such a closed session. If two other Council Members agree that a closed session is warranted, a closed session will be agendized as soon as practicable at a date and time acceptable to the Council Members requesting the closed session.
6.8 Quorum.
Three (3) members of the City Council shall constitute a quorum and shall be sufficient to transact business. If fewer than three (3) Council Members appear at a regular meeting, the Mayor, Vice Mayor in the absence of the Mayor, any Council Member in the absence of the Mayor and Vice Mayor, or in the absence of all Council Members, the City Clerk or Deputy City Clerk, shall adjourn the meeting to a stated day and hour.
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6.9 Minutes.
The City Clerk shall prepare minutes of all public meetings of the City C ouncil. Electronic copies will be distributed to the Council for review prior to being placed on the City Council agenda for approval.
6.10 Adjourned Meetings.
The City Council may adjourn any regular, special, or closed session meeting to a time and pl ace specified in the order of adjournment and permitted by law.
SECTION 7. POSTING NOTICE AND AGENDA
7.1 Posting of Notice and Agenda.
For every regular, special, or study session meeting, the City Clerk or other authorized person shall post a notice o f the meeting, specifying the time and place at which the meeting will be held, and an agenda containing a brief description of all items of business to be discussed at the meeting. This notice and agenda may be combined in a single document. Posting is to be according to law.
SECTION 8. AGENDA CONTENTS
8.1 Mayor’s Responsibility.
The Mayor is responsible for running a timely and orderly meeting. If the Mayor is unavailable to run a Council meeting, the Vice Mayor shall run the meeting. The Mayor, in consultation with the City Manager or his/her designee, shall organize the agenda and agenda forecast. The agenda forecast will be distributed with the City Manager’s report.
8.2 Availability to the Public ad Description of Matters.
The agenda for any regular, special, or study session meeting of the City Council shall be made available to the general public and all items of business to be discussed at a meeting of the City Council shall be briefly described on the agenda in accordance with the Ralph M. Brown Act.
8.3 Limitation to Act Only on Items on the Agenda.
No action shall be taken by the City Council on any item not on the posted agenda, subject only to the exceptions listed below:
(a) Upon a majority determination that an “emergency situation” (as defined by State law) exists; or
(b) Upon determination by a 4/5 vote of the full City Council, or a unanimous vote if less than a full Council, that there is a need to take immediate action and that the need to take the action came to the attention of the City Council subsequent to posting of the agenda.
8.4 Order and Timing of Agenda – Regular Meeting.
The prescribed order of the agenda for Regular Meetings of the Council will be as follo ws: Roll Call, Public Comment if a Closed Session is scheduled, Closed Session, Adjourn to Open Session, 716
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Pledge of Allegiance, Invocation , Conflict of Interest Notification s, Closed Session Announcement, if any, Informational Reports (City Manager/ City Attorney), Presentations/ Appointments, Public Comments on Items not on the Agenda , Council Comment, Consent Calendar, Public Hearings, General Business Items, Non-presented Reports, and Adjournment.
The Mayor may "time" the agenda in a way that suggests how much time should be committed to any item such that the meeting may end at the established time.
8.5 Order of Agenda – Special Meeting – Closed Session.
The prescribed order of the agenda for a Special Meeting – Closed Session of the Council will be as follows: Roll Call, Public Comment, Conflict of Interest Notification s, Closed Session, Closed Session Announcement if any, and Adjournment.
8.6 Change in Order of Business.
The Mayor may decide to take matters listed on the agen da out of the prescribed order , and Council Members may make such a request. Council Members shall be given the opportunity to ask questions about Consent Items for clarification without having them removed.
8.7 Agenda Request Policy.
Requests for placement of items on the agenda can be submitted to the Mayor or City Manager at any time. The Mayor and City Manager will review the request and determine appropriate timing to bring the item forth. The City Attorney may place a Closed Session on the agenda.
Also, any member of the Council may request that an item be placed on a future agenda by indicating their desire to do so under th e Council Member Report portion of the City Council agenda. The request will require the consensus of the Council to have the item brought back at a certain time versus at the pleasure of the Mayor or City Manager.
8.8 Presentations.
Presentations are put on the agenda with concurrence of the Mayor or City Manager. The Mayor or City Manager will use their best judgment on scheduling presentations and recognitions. Time limits shall normally be five (5) minutes. Presentations may be extended by special circumstances as needed. Exceptions can be made at the Mayor’s discretion.
8.9 Proclamations.
Requests for proclamations may be submitted to the Mayor at any time. The Mayor has full discretion in creating proclamations and issuing special recognitions on behalf of the City and the full City Council.
Council Members other than the Mayor may each create two (2) proclamations and issue two (2) special recognitions per calendar year to be presented on behalf of that Council Member. Council Members may petition the balance of the Council to be permitted to create additional proclamations or issue additional special recognitions if so desired.
To ensure Council Meeting efficiency, a maximum of three (3) proclamations and two (2) special recognitions may be presented at any regular meeting of the City Council. The meeting agenda 717
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will include proclamations and special recognitions to be presented during the council meeting, as well as a list of proclamations and special recognitions to be presented outside of the meeting, for informational purposes. Additionally, the Mayor and Council Members presenting proclamations and special recognitions may choose to read a portion of the full language of the item during the Council Meeting.
Attached hereto Appendix A, which is incorporated by reference.
SECTION 9. PROCEDURES FOR THE CONDUCT OF PUBLIC MEETINGS
9.1 Rules of Order.
Rosenberg’s Rules of Order , Revised 2011, govern all City Council Meetings . These Rules clearly and concisely set forth the important role of the Chair (i.e., the Mayor) during a meeting; the process for making and voting on motions; the three (3) standard motions, including the basic motion, the motion to amend, and the substitute motion; the process of debate; other procedural motions, including motions to limit debate, motions to table, and motions to adjourn.
All City Council Members are encouraged to review and familiarize themselves with the details contained in this seven-page document. A copy of Rosenberg’s Rules of Order is attached hereto and available on the City’s website.
9.2 Appeal Procedures.
Appellants shall be given the opportunity to speak first. Appellants and applicants responding to appeals may be given a total of up to ten (10) minutes each to present their positions to the City Council prior to hearing public comments. Appellants shall be given up to five (5) minutes of rebuttal time after public comments are heard.
9.3 Applicants.
Persons bringing to the City Council a request for approval shall be given a total of up to ten (10) minutes to present their positions/input prior to hearing public comments. An extension can only be granted by consent of a majority of the Council Members. Applicants shall be given up to five (5) minutes of rebuttal time after public comments are heard.
9.4 Staff and Consultant Reports.
In general, staff and consultant reports should be clear, brief and concise. Staff is to assume that the Council has read all materials submitted. Council shall be given an opportunity to ask questions of staff prior to hearing public comments.
9.5 Public Comment.
(a) Persons present at meetings of the City Council , either in -person or participating remotely, may comment on individual items on the agenda at the time the items are scheduled to be heard. During Regular City Council meetings, comments may be off ered on items not on the agenda under that portion of the agenda identified for Public Comment.
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(b) The limit for speakers will be up to three ( 3) minutes, depending on the number of speakers. Speakers are not allowed to delegate their time to another speaker. The Mayor may limit the time to be spent on an item and may continue the item, with the approval of the majority of the Council, to a future meeting at his/her discretion.
(c) Upon addressing the Council, each speaker is requested, but not required, to fi rst state his/her name, whom they represent and/or city of residence.
(d) After the speaker has completed their remarks, the Mayor may direct the City Manager or City Attorney to briefly address the issues brought forth by the speaker. Council Members shall be respectful of the speakers and shall not enter into a debate with any member of the public nor discuss amongst themselves.
(e) All Council Members shall listen to all public discussion as part of the Council’s community responsibility. Individual Council Members should remain open-minded to informational comments made by the public.
(f) The Mayor has the right to ask a member of the public to step down if over the allotted time or if the speaker’s comments are not within the City’s jurisdiction.
9.6 Council Member Respect.
At all times, Council Members in the minority on an issue shall respect the decision and authority of the majority.
SECTION 10. CLOSED SESSIONS
10.1 Purpose.
It is the policy of the City Council to conduct its business in public to the greatest extent possible.
However, State law recognizes that, in certain circumstances, public discussion could potentially jeopardize the public interest, compromise the City’s position, and could cost the taxpayers of Suisun City financially. Therefore, closed sessions shall be held from time to time as allowed by law. The procedures for the conduct of these meetings shall be the same as for public meetings, except that the public will be excluded.
Prior to convening the closed session meeting, the Mayor shall publicly announce the closed session items and ask for public input regarding any items on the closed session agenda.
Pursuant to California Government Code Section 54963, City Council Members shall keep all written materials and verbal information provided to them in closed session in complete confidence to insure that the City’s position is not compromised. No mention o f information in these materials shall be made to anyone other than Council Members, the City Attorney or City Manager, except where authorized by a majority of the City Council.
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10.2 Rule of Confidentiality.
The City Council recognizes that breaches in confidentiality can severely prejudice the City’s position in litigation, labor relations and real estate negotiations. Further, breaches of confidentiality can create a climate of distrust among Council Members and can harm the Council’s ability to communicate openly in closed sessions, thereby impairing the Council’s ability to perform its official duties.
The City Council further recognizes that confidentiality of discussions and documents are at the core of a closed session. Confidentiality is essenti al if the closed session is to serve its purpose.
Therefore, the City Council will adhere to a strict policy of confidentiality for closed sessions.
10.3 Breach of Rule of Confidentiality.
No person who attends a closed session may disclose any statements, discussions, or documents used in a closed session except where specifically authorized by State law. Any authorized disclosure shall be in strict compliance with these rules and the Ralph M. Brown Act. Violation of this rule shall be considered a breach of this rule of confidentiality.
10.4 Agenda.
The City Council agenda will contain a brief general description of the items to be discussed at the closed session, as required by law.
10.5 Permissible Topics.
All closed sessions will be held in strict compliance with the Ralph M. Brown Act. The City Attorney, or their designee, will advise in advance on topics that may be discussed in a closed session.
10.6 Rules of Decorum.
The same high standard of respect and decorum that apply to public meetings shall apply to closed sessions. There shall be courtesy, respect and tolerance for all viewpoints and for the right of Council Members to disagree. Council Members shall strive to make each other feel comfortable and safe to express their points of view. All Council Members have the right to insist upon strict adherence to this rule. The Mayor shall keep the discussion moving forward so that debate and discussion can occur in the time allotted for the closed session. The Mayor will determine the order of debate in a fair manner.
10.7 Conduct of Meeting.
(a) The Mayor will call the closed session to order promptly at its scheduled time.
(b) The use of handouts and visual aids such as charts is encouraged to focus debate and promote understanding of the topic. All such materials are strictly confidential.
(c) If the City Council in closed session has provided direction to City staff on proposed terms and conditions for any type of negotiations, whether it be related to property acquisitions or disposal, a proposed or pending claim or litigation, or employee negotiations, all contact with the other party will be through the designated City person( s) representing 720
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the City in the handling of the matter. A Council Member not so designated by the Council will not under any circumstances have any contact or discussion with the other party or its representative concerning the matter which was discussed i n the closed session, and will not communicate any discussions conducted in closed session to such party.
10.8 Public Disclosure After Final Action.
The Ralph M. Brown Act requires that, as a body, the City Council make certain public disclosure of closed session decisions when those actions have become final. Accordingly, the Mayor or City Attorney shall publicly report any final action taken in closed session, and the vote, including abstentions, at a publicly noticed meeting.
The report may be oral or written. The report will state only the action taken and the vote.
Except for the action taken and the vote, all closed session discussions will remain confidential.
SECTION 11. DECORUM
11.1 Council Members.
Members of the City Council value and recognize the importance of the trust invested in them by the public to accomplish the business of the City. Council Members shall accord the utmost courtesy to each other, City employees, and the public appearing before the City Council. The City Manager or his/her designee shall act as the sergeant-at-arms.
11.2 City Employees.
Members of the City staff shall observe the same rules of order and decorum applicable to the City Council. City staff shall act at all times in a business and professional manner towards Council Members and members of the public.
11.3 Public.
Members of the public attending City Council meetings shall observe the same rules of order and decorum applicable to the City Council. These Norms and Procedures shall apply to all City Council Meetings.
11.4 Noise in the Chambers.
Noise emanating from the audience, whether expressing opposition or support within the Council Chambers or lobby area, which disrupts City Council meetings, shall not be permitted. All cell phones and other electronic devices shall be muted while in the chambers. Refusal is grounds for removal.
11.5 Removal.
Any member of the public making personal, impertinent, and/or slanderous or profane remarks, or who becomes boisterous or belligerent while addressing the City Council, staff or general public, or while attending the City Council meeting and refuses to come to order at the direction of the Mayor/Presiding Officer, may be ordered by the Mayor/Presiding Officer, pursuant to Government Code Section 54957.95, to be removed from the Council Chambers by the Police 721
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Chief, or his/her designee, and may be barred from further attendance before the Council during that meeting.
Unauthorized remarks from the audience, stamping of feet, whistles, yells, and similar demonstrations shall not be permitted by the Mayor/Presiding Officer. The Mayor/Presiding Officer may direct the Police Chief, or their designee, to remove such offenders from the room.
11.6 Dangerous Instruments.
No person may enter the chambers of a legislative body, as defined in Government Code Section 54852 or any place were such legislative body is in session, with any firearm, weapon, or explosive device of any nature. The provisions of this section shall not apply to authorized peace officers or to those persons authorized by the Penal Code of the State to carry such weapons.
SECTION 12. ENFORCEMENT OF DECORUM
In extreme cases, such as when a meeting is willfully interrupted by a group or groups of persons so as to render the orderly conduct of such meeting unfeasible and order cannot be restored by the removal of individuals as provided for herein, the Mayor/Presiding Officer may order the meeting room cleared and continue in session. Only matters appearing on the agenda may be considered in such a session.
Duly accredited representatives of the press or other news media, except those participating in the disturbance, shall be allowed to attend any session held pursuant to this Section. Nothing in this Section shall prohibit the City Council from establishing a procedure for readmitting an individual or individuals not responsible for willfully dist urbing the orderly conduct of the meeting.
SECTION 13. PUBLIC RELATIONS
13.1 City Spokesperson.
The Mayor will serve as the general spokesperson for the City. When Council has not taken a position on an issue, neither the Mayor nor any Council Member will speak on behalf of the Council. In these situations, the Mayor or Council Member will use a phrase such as, “Council has not taken an official position, personally I think…”
13.2 Press Release.
Any proposed Press Release may only use the City Seal and picture of the Council Member issuing such release if the subject matter pertains to official government business of Suisun City.
The group picture of the Council may only be used on a Press Release if the release is being issued on behalf of the entire Council.
SECTION 14. MAYOR’S OFFICE
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The opportunity to meet with a member of the public is an honor. It also creates an opportunity for our citizens to know that their elected officials are willing to listen and willing to act. There is a place for meeting over coffee or food, as some discussions are best had when “breaking bread.” However, some discussions should happen in a professional environment, free from distractions allowing for private discussion.
To help facilitate meetings with members of the public as a Council Member, the Mayor’s office is listed as a Resource Room in Outlook for advance scheduling.
Reach out to the Deputy City Clerk if you have questions regarding scheduling.
SECTION 15. NONDISCLOSURE AGREEMENTS (NDAs)
An NDA is a provision in a contract that binds the parties to secrecy regarding information specified in the contract. NDAs generally prohibit parties from disclosing the specified information to non-parties and often provide for damages if a party discloses it in violation of the NDA. NDAs are commonly used to protect sensitive and confidential information, including trade secrets and business negotiations.
Except as provided below, the Mayor, Council Members or City staff acting in their official capacity shall not enter into, or request that another individual enter into, a nondisclosure agreement, relating to the drafting, negotiation, or discussion of proposed ordinances, resolutions or policies or any development projects in the City without the approval of the City Council.
The Mayor, a Council Member, or City staff may enter into a nondisclosure agreement, or portion of a nondisclosure agreement, that prevents only the disclosure of trade secrets, financial information, or proprietary information. If a nondisclosure agreement is entered into for the limited purposes of this exception, the Mayor, Council Member, or City Manager shall report the entering into the nondisclosure statement at the next regular City Council Meeting.
The nondisclosure agreement is a public record subject to disclosure under the California Public Records Act. Only the disclosure of trade secrets, financial information, or proprietary information is not disclosable, subject to the California Public Records Act.
SECTION 16. VIOLATIONS OF PROCEDURES
Nothing in these Norms and Procedures shall invalidate a properly noticed and acted upon action of the City Council in accordance with California law.
This document shall remain in effect until modified by resolution of the City Council.
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AGENDA ITEM NO. 27.
AGENDA TRANSMITTAL
MEETING DATE:
December 16, 2025
AGENDA ITEM:
Council Adoption of Resolution No. 2025 -__: A Resolution of the City Council of the City of Suisun City, California, Adopting a Social Media Policy.
FISCAL IMPACT:
None.
STRATEGIC PLAN:
Good Governance.
BACKGROUND:
In October 2024, the City Council updated its Norms and Procedures for City Council Members. The City Council’s Norms and Procedures addresses social media in one section, primarily focusing on City Council members’ use of City electronic devices and public records. This Resolution establishes standards of conduct for the use of social media by City officials and employees, as well as procedures for creating and managing official City social media accounts.
The Social Media Policy applies to all
City officials, including commissioners, City employees, and others acting on the City’s behalf.
The City Council requested input on the proposed Social Media Policy from Commissions, Boards, and Committees. The draft Social Media Policy was presented to the Recreation, Parks, and Marina Commission on September 2, 2025, and the Planning Commission on November 25, 2025.
STAFF REPORT:
In accordance with prior direction from Council, staff has prepared the attached Social Media Policy for the City Council’s consideration.
Currently, there is no citywide policy that outlines the procedures and conduct expectations for social media use by City officials or employees. The City maintains official social media accounts on several platforms, including Instagram, Facebook, and YouTube, to share information about City programs, upcoming events, and projects. The absence of a comprehensive social media policy could lead to inconsistent practices among the City’s multiple social media accounts and misunderstandings about how these platforms can be used.
Specifically, this Resolution establishes procedures for creating and maintaining official City social media accounts. It requires all official City social media accounts to utilize City contact information for
account set-up, monitoring, and access. Additionally, all City login, user, and password information for the City social media accounts must be provided to the City Manager.
This Resolution outlines categories of prohibited posts, which includes discriminatory, harassing, or unlawful content. It also establishes procedures for managing third-party posts and provides the City with the authority to remove content that violates City standards or applicable laws.
Moreover, this Resolution outlines the permissible and prohibited uses of official City social media accounts, as well as of personal accounts used by City officials and employees. It prohibits City 725
officials and employees from speaking or posting on behalf of the City unless they are officially authorized to do so. It also encourages City officials and employees to clarify when they are posting in an individual capacity.
This Resolution also
prohibits City officials from communicating directly with the social media accounts of other members on subjects within the jurisdiction of their legislative body, in accordance with the Brown Act. Furthermore, this policy addresses how the posting of content, including simply “liking” or reacting to a post from another official regarding City-related matters, by a City official could lead to a Brown Act violation.
Staff recommends that the City Council consider the draft Resolution, provide direction to staff on any desired modifications, and consider adopting the Social Media Policy.
STAFF RECOMMENDATION:
It is recommended that the City Council Adopt Resolution No. 2025- __: A Resolution of the City Council of the City of Suisun City, California, Adopting a Social Media Policy.
PREPARED BY:
Patrick Enright, City Attorney
REVIEWED BY:
City Attorney.
APPROVED BY:
Bret Prebula, City Manager.
ATTACHMENTS:
1. Resolution Adopting Social Media Policy
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RESOLUTION NO. 2025-__
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SUISUN CITY
ADOPTING A SOCIAL MEDIA POLICY
WHEREAS, the City recognizes the importance of social media as a tool for effective communication, public outreach, and community engagement; and WHEREAS, the City utilizes various social media platforms to provide information about City programs, upcoming events, and provide access to essential services by redirecting or linking to official City resources; and
WHEREAS, the City has an overr iding interest and expectation in protecting the integrity of information posted on the City’s social media sites and the content that is attributed to the City and its officials; and
WHEREAS, currently, there is no formal policy governing the use of soci al media by City officials, employees, and those acting on the City’s behalf; and
WHEREAS, the City now desires to establish guidelines and procedures for the operation and management of the City’s official social media accounts.
NOW, THEREFORE, BE IT R ESOLVED by the City Council of the City of Suisun City shall adopt the City of Suisun City Social Media Policy, attached as Exhibit A.
PASSED AND ADOPTED by a Regular Meeting of said City Council of the City of Suisun City duly held on Tuesday, the 16th of December 2025, by the following vote:
AYES: Councilmembers: _____________________________________ NOES: Councilmembers: _____________________________________ ABSENT: Councilmembers: _____________________________________ ABSTAIN: Councilmembers: _____________________________________
WITNESS my hand and the seal o f the City of Suisun City this 16th day of December 2025.
Anita Skinner
City Clerk
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