Yorba Linda City Council
December 20, 2022

8 • Coverage shall be continued for one (1) year
after completion of the Services or the
expiration or termination of this Agreement.
• City, its elected and appointed officers,
employees, agents, and authorized
volunteers must be additional insureds for
liability arising out of the Services
performed by or on behalf of Contractor,
including the insured’s general supervision
of Contractor, and liability arising out of
products and ongoing and completed
operations by or on behalf of Contractor.

City, its elected and appointed officers,
employees, agents, and authorized
volunteers shall continue to be an additional
insured for completed operations for two (2)
years after completion of the work or the
expiration or termination of this Agreement.
• The policy definition of “insured contract”
must include assumptions of liability arising
out of both ongoing operations and the
products-completed operations hazard (“f”
definition of insured contract in ISO form CG
0001, or equivalent.
• The insurance provided to City and its officers,
employees, agents, and authorized volunteers
as an additional insured must apply on a
primary and non- contributory basis with
respect to any insurance of self-insurance
program maintained by City.
• Contractor shall provide written notice to City
within ten (10) working days if:
(1) any of the required insurance policies is
terminated; (2) the limits of any of the required
polices are reduced; or (3) the deductible or
self-insured retention is increased. In the event
any of said policies of insurance are cancelled,
Contractor shall, prior to the cancellation date,
submit new evidence of insurance in
conformance with Section 5.1 to the Contract
Officer.
• The policy must cover inter-insured suits and
include a “Separation of Insureds” or
“severability” clause which treats each insured
separately.

9 Coverage (Check if applicable) Minimum Limits
• The policy shall contain no endorsements or
provisions limiting coverage for (1)
explosion, collapse or underground hazard
(XCU); (2) products and completed
operations; (3) contractual liability; (4)
• third party action over claims; (5) cross
liability exclusion for claims or suits by one
insured against another; or (6) contain any
exclusions contrary to the Contract.
• Required Evidence of Coverage:
o Copy of the additional insured
endorsement or policy language granting
additional insured status.
o Copy of the endorsement or policy
language indicating that coverage
applicable to City is primary and noncontributory; and o Properly completed Certificate of
Insurance.

Coverage (Check if applicable) Minimum Limits
(X) Comprehensive Automobile Liability
Insurance (includes owned, non-owned, and
hired automobile hazards)
• ONE MILLION DOLLARS
($1,000,000.00)
per occurrence combined single limit per
accident.
• Coverage must apply to all owned, hired,
and non-owned vehicles.
• City must qualify as an insured.
• Required Evidence of Coverage:
o Copy of the endorsement or policy
language indicating that City of Yorba
Linda is an insured for its vicarious
liability.
o Properly completed Certificate of
Insurance.

Coverage (Check if applicable) Minimum Limits

10 (X) Workers’ Compensation/Employers’
Liability Insurance
• Statutory limits as required by the Labor
Code of the State of California, including
Section 3700 of the California Labor
Code.
• Employers Liability Statutory with limits
of ONE

MILLION
DOLLARS ($1,000,000.00) per Accident;

ONE MILLION DOLLARS
($1,000,000.00)
disease per employee; ONE MILLION
DOLLARS ($1,000,000.00) disease per
policy.
• Policy must include a written waiver of the
insurer’s right to subrogate against City.
• Required evidence of coverage:
o Subrogation waiver endorsement.
o Properly completed Certificate of
Insurance.
( ) Builder’s Risk Insurance (for property
constructed on behalf of City)
• Must cover “all risk” of physical loss
providing coverage, including collapse
from design error.
• Value insured shall cover 100% of
completed Agreement cost.
• Policy maintained until full acceptance of
Work.
• Required evidence of coverage:
o Subrogation waiver endorsement.
o Copy of the endorsement of policy
language indicating that coverage
applicable to City is primary and noncontributory; and o Properly completed Certificate of
Insurance.

5.2 General Insurance Requirements
In accordance with Public Code Section 20170, the insurance of surety companies who provide or issue the policy shall have been admitted to do business in the State of California with a credit rating of A- or better.

Insurance policies must be issued by an insurer with an A.M. Best’s rating of at least A:VII.

Contractor shall provide written notice to City within ten (10) working days if:
(1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self-insured retention is increased. In the event any of said policies of insurance are cancelled, Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. Any insurance maintained by the City shall apply in excess of and not combined with insurance provided by this policy. City, its officers, employees, representatives, attorneys, and authorized volunteers shall be named as additional named insureds.

11 No Services under this Agreement shall commence until Contractor has provided City with original endorsements effecting coverage set forth in this Article 5. Such endorsements shall be signed by an authorized representative of the insurance company and shall include the signator’s company affiliation and title. Should it be deemed necessary by City, it shall be Contractor’s responsibility to see that City receives documentation, acceptable to City, which sustains that the individual signing said endorsements is indeed authorized to do so by the insurance company. Current Evidence of Coverage must be provided for the entire required period of insurance. City reserves the right to inspect complete, certified copies of all required insurance policies at any time. Upon written request, certified copies of required insurance policies must be provided within thirty (30) days. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.

If the Contractor fails to maintain the aforementioned insurance, or secure and maintain the aforementioned endorsement, the City may obtain such insurance, and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement. However, procuring of said insurance by City is an alternative to other remedies City may have, and is not the exclusive remedy for failure of Contractor to maintain said insurance or secure said endorsement. In addition to any other remedies City may have upon Contractor’s failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which became due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof.

Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for the payment of damages to any persons or property resulting from Contractor’s activities or the activities of any person or persons for which Contractor is otherwise responsible nor shall it limit Contractor’s indemnification liabilities as provided in Section 5.3 The name and address for Additional Insured endorsements, Certificates and Notice of Cancellation is: City of Yorba Linda, 4845 Casa Loma Avenue, Yorba Linda, California, 92886.

Certificate of Insurance must include the following reference:

In the event Contractor subcontracts any portion of the Services in compliance with this Agreement, the contract between Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance that Contractor is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City.

5.3 Indemnification. To the full extent permitted by law, Contractor agrees to indemnify, defend, and hold harmless City, its officers, employees, agents, and volunteers (“Indemnified Parties”) from and against any and all actions, either judicial, administrative, arbitration, or regulatory, damages to persons or property, losses, costs, penalties, obligations, errors, omissions, or liabilities whether actual or threatened (“Claims or Liabilities”) that may be asserted or claimed by any person, firm, or entity arising out of or in connection with the performance of the Services, operations, or activities provided herein of Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Contractor is legally liable (“Indemnors”), or arising from Contractor’s reckless or willful misconduct, or arising from Contractor’s or Indemnors’ negligent performance of or failure to perform any term, provision, covenant, or condition of this Agreement, and in connection therewith:
(a) Contractor shall defend (with counsel selected by City) any action or actions filed in connection with any of said Claims or Liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;

12 (b) Contractor will promptly pay any judgment rendered against City, its officers, agents, or employees for any such Claims or Liabilities arising out of or in connection with the performance of or failure to perform such Services, operations or activities of Contractor hereunder; and Contractor agrees to save and hold City, its officers, agents, and employees harmless therefrom;
(c) In the event City, its officers, agents, or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the performance of or failure to perform the Services, operation or activities of Contractor hereunder, Contractor agrees to pay to City, its officers, agents, or employees, any and all costs and expenses incurred by City, its officers, agents, or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees. (d) Contractor’s duty to defend and indemnify as set out in this Section 5.3 shall include any claims, liabilities, obligations, losses, demands, actions, penalties, suits, costs, expenses or damages or injury to persons or property arising or alleged to arise from, in connection with, as a consequence of or pursuant to any state or federal law or regulation regarding hazardous substances, including but not limited to the Federal Insecticide, Fungicide and Rodenticide Act (“FIFRA”), Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), Resource Conservation and Recovery Act of 1976 (“RCRA”), the Hazardous and Solid Waste Amendments of 1984, the Hazardous Material Transportation Act, the Toxic Substances control Act, the Clean Air Act, the Clean Water Act, the California Hazardous Substance Account Act, the California Hazardous Waste Control Law or the Porter-Cologne Water Quality Control Act, as any of those statutes may be amended from time to time.

The provisions of this Section do not apply to Claims or Liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness, or willful misconduct of the design professional. Contractor’s indemnification obligations pursuant to this Section 5.3 shall be binding on successors and assigns of Contractor and shall survive termination of this Agreement. Contractor shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Contractor shall be fully responsible to indemnify City, and failure of City to monitor compliance with these provisions shall not be a waiver hereof.

5.4 Labor and Materials and Performance Bonds. Concurrently with execution of this agreement, Contractor shall deliver to City a payment (labor and materials) bond and a performance bond, each in the sum of the amount of this Agreement, in the forms provided by the City Clerk, which secures the faithful performance of this Agreement. The bonds shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bonds shall be unconditional and remain in force during the entire term of this Agreement and shall be null and void only if Contractor promptly and faithfully performs all terms and conditions of this Agreement.

5.5 Sufficiency of Insurer or Surety. Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VU or better, unless such requirements are waived by the Risk Manager of City (“Risk Manager”) due to unique circumstances. In the event the Risk Manager determines that the Services to be performed under this Agreement creates an increased risk of loss to City, Contractor agrees that the minimum limits of the insurance policies and the performance bond

13 required by this Section 5 may be changed accordingly upon receipt of written notice from the Risk Manager; provided that Contractor shall have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of City within ten (10) days of receipt of notice from the Risk Manager.

5.6 Substitution of Securities. Pursuant to Public Contract Code Section 22300, substitution of eligible equivalent securities for any moneys withheld to ensure performance under this Agreement may be permitted at the request and expense of Contractor.

6. RECORDS AND REPORTS.

6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that City is greatly concerned about the cost of the Services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique, or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed.

6.2 Records. Contractor shall keep, and require subcontractors to keep, such ledgers books of accounts, invoices, vouchers, canceled checks, reports (including but not limited to payroll reports), studies, or other documents relating to the disbursements charged to City and the Services performed hereunder (the “Books and Records”), as shall be necessary to perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. Any and all such Books and Records shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such Books and Records at all times during normal business hours of City, including the right to inspect, copy, audit, and make records and transcripts from such Books and Records. Such Books and Records shall be maintained for a period of three (3) years following completion of the Services hereunder, and City shall have access to such Books and Records in the event any audit is required. In the event of dissolution of Contractor’s business, custody of the Books and Records may be given to City, and access shall be provided by Contractor’s successor in interest. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Agreement.

6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents, and other materials plans, drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally, magnetically, or in any other medium (the “Documents and Materials”) prepared or caused to be prepared by Contractor, its employees, subcontractors, and agents

14 in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the expiration or termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the Documents and Materials hereunder. Any use, reuse or assignment of such completed Documents and Materials for other projects and/or use of uncompleted documents without specific written authorization by Contractor will be at City’s sole risk and without liability to Contractor, and Contractor’s guarantee and warranties shall not extend to such use, revise, or assignment. Contractor may retain copies of such Documents and Materials for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any Documents and Materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom.

6.4 Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, rights of reproduction, and other intellectual property embodied in the Documents and Materials. Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for the Documents and Materials the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all of the Documents and Materials.

Contractor makes no such representation and warranty in regard to the Documents and Materials which were prepared by design professionals other than Contractor or provided to Contractor by City. City shall not be limited in any way in its use of the Documents and Materials at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

7. ENFORCEMENT OF AGREEMENT.

7.1 California Law. This Agreement shall be interpreted, construed, and governed both as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Santa Ana.

7.2 Disputes. In the event either Party fails to perform its obligations hereunder, the nondefaulting Party shall provide the defaulting Party written notice of such default. The defaulting Party shall have ten (10) days to cure the default; provided that, if the default is not reasonably susceptible to being cured within said ten (10) day period, the defaulting Party shall have a reasonable time to cure the default, not to exceed a maximum of thirty (30) days, so long as the defaulting Party commences to cure such default within ten (10) days of service of such notice and diligently prosecutes the cure to completion; provided further that if the default is an immediate danger to the health, safety, and general welfare, the defaulting Party shall take such immediate action as may be necessary. Notwithstanding the foregoing, the nondefaulting Party may, in its sole and absolute discretion, grant a longer cure period.

Should the defaulting Party fail to cure the default within the time period provided in this Section, the nondefaulting Party shall have the right, in addition to any other rights the nondefaulting Party may have at law or in equity, to terminate this Agreement. Compliance with the provisions of this Section 7.2 shall

15 be a condition precedent to bringing any legal action, and such compliance shall not be a waiver of any Party’s right to take legal action in the event that the dispute is not cured. During the period of time that Contractor is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default.

7.3 Claims. Notwithstanding Article 1.5 (commencing with Section 20104) of Chapter 1 of Part 3, Section 9204 of the Public Contract Code shall apply to any claim by the Contractor in connection with the Project.
(a) Upon receipt of a claim pursuant to Section 9204 of the Public Contract Code, the City will conduct a reasonable review of the claim and, within a period not to exceed 45 Days, provide the Contractor a written statement identifying what portion of the claim is disputed and what portion is undisputed. Upon receipt of a claim, the Contractor and the City may, by mutual agreement, extend the aforementioned time period.
(b) The Contractor shall furnish reasonable documentation to support the claim. (c) If City Council approval is needed to provide the Contractor a written statement identifying the disputed portion and the undisputed portion of the claim, and the City Council does not meet within the 45 Days or within the mutually agreed to extension of time following receipt of a claim sent by registered mail or certified mail, return receipt requested, the City will have up to 3 Days following the next duly publicly noticed meeting of the City Council after the 45-Day period, or extension, expires to provide the Contractor a written statement identifying the disputed portion and the undisputed portion.
(d) Any payment due on an undisputed portion of the claim will be processed and made within 60 Days after the City issues its written statement. If the City fails to issue a written statement, paragraph (i) shall apply.
(e) If the Contractor disputes the City’s written response, or if the City fails to respond to a claim issued pursuant to Section 9204 within the time prescribed, the Contractor may demand in writing an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand in writing sent by registered mail or certified mail, return receipt requested, the City will schedule a meet and confer conference within 30 Days for settlement of the dispute. (f) Within 10 business days following the conclusion of the meet and confer conference, if the claim or any portion of the claim remains in dispute, the City will provide the Contractor a written statement identifying the portion of the claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the claim will be processed and made within 60 Days after the City issues its written statement. Any disputed portion of the claim, as identified by the Contractor in writing, shall be submitted to nonbinding mediation, with the City and the Contractor sharing the associated costs equally. The City and the Contractor shall mutually agree to a mediator within 10 business days after the disputed portion of the claim has been identified in writing. If the parties cannot agree upon a mediator, each party shall select a mediator and those mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the claim. Each party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator. If mediation is unsuccessful, the parts of the claim remaining in dispute shall be subject to applicable procedures outside those established in Section 9204.
(g) Mediation may include any nonbinding process, including, but not limited to, neutral

16 evaluation or a dispute review board, in which an independent third party or board assists the parties in dispute resolution through negotiation or by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in Section 9204. (h) Unless otherwise agreed to by the City and the Contractor in writing, the mediation conducted pursuant to Section 9204 shall excuse any further obligation under Section 20104.4 to mediate after litigation has been commenced.
(i) Failure by the City to respond to a claim from the Contractor within the time periods described in this subdivision or to otherwise meet the time requirements of Section 9204 shall result in the claim being deemed rejected in its entirety. (j) Amounts not paid in a timely manner as required by Section 9204 will bear interest at 7 percent per annum.
(k) If a Subcontractor or a lower tier Subcontractor lacks legal standing to assert a claim against the City because privity of the Contract does not exist, the Contractor may present to the City a claim on behalf of a Subcontractor or lower tier Subcontractor. A Subcontractor may request in writing, either on its own behalf or on behalf of a lower tier Subcontractor, that the Contractor present a claim for work which was performed by the Subcontractor or by a lower tier Subcontractor on behalf of the Subcontractor. The Subcontractor requesting that the claim be presented to the City shall furnish reasonable documentation to support the claim. Within 45 Days of receipt of this written request, the Contractor shall notify the Subcontractor in writing as to whether the Contractor presented the claim to the City and, if the original Contractor did not present the claim, provide the Subcontractor with a statement of the reasons for not having done so.
(l) A waiver of the rights granted by Section 9204 is void and contrary to public policy, provided, however, that (1) upon receipt of a claim, the Contractor and the City may mutually agree to waive, in writing, mediation and proceed directly to the commencement of a civil action or binding arbitration, as applicable; and (2) the City may prescribe reasonable change order, claim, and dispute resolution procedures and requirements in addition to the provisions of Section 9204, so long as the contractual provisions do not conflict with or otherwise impair the timeframes and procedures set forth in Section 9204.

7.4 Retention of Funds. Progress payments shall be made in accordance with the provisions of Section 2.2 of this agreement. In accordance with said section, City shall pay Contractor a sum based upon ninety-five percent (95%) of the Contract Sum apportionment of the labor and materials incorporated into the Services under this Agreement during the month covered by said statement. The remaining five percent (5%) thereof shall be retained as performance security to be paid to Contractor within sixty (60) days after final acceptance of the Services by the City Council of City, after Contractor has furnished City with a full release of all undisputed payments under this Agreement, if required by City. In the event there are any claims specifically excluded by Contractor from the operation of the release, City may retain proceeds (per Public Contract Code § 7107) of up to one hundred fifty percent (150%) of the amount in dispute. City’s failure to deduct or withhold shall not affect Contractor’s obligations hereunder.

7.5 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting Party on any default shall impair such right or remedy or be construed as a waiver. A Party’s consent to or approval of any act by the other Party requiring the Party’s consent or approval shall not be deemed to waive or render unnecessary the other Party’s consent to or approval of any subsequent act. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default

17 concerning the same or any other provision of this Agreement.

7.6 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

7.7 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.

7.8 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, Contractor and its sureties shall be liable for and shall pay to City the sum of EIGHT HUNDRED AND FIFTH DOLLARS ($850.00) as liquidated damages for each working day of delay in the performance of any of the Services required hereunder, as specified in the Schedule of Performance. In addition, liquidated damages may be assessed for failure to comply with the emergency call out requirements described in the Scope of Services. City may withhold from any moneys payable on account of the Services performed by Contractor any accrued liquidated damages.

7.9 Termination for Default of Contractor. If termination is due to the failure of Contractor to fulfill its obligations under this Agreement, Contractor shall vacate any City-owned property which Contractor is permitted to occupy hereunder and City may, after compliance with the provisions of Section 7.2, take over the Services and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of setoff or partial payment of the amounts owed the City as previously stated.

7.10 Attorneys’ Fees. If either Party to this Agreement is required to initiate or defend or made a Party to any action or proceeding in any way connected with this Agreement, the prevailing Party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys’ fees; provided, however, that the attorneys’ fees awarded pursuant to this Section shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing Party in the conduct of the litigation. Attorneys’ fees shall include attorneys’ fees on any appeal, and in addition a Party entitled to attorneys’ fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery, and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. The court may set such fees in the same action or in a separate action brought for that purpose.

8. CITY OFFICERS AND EMPLOYEES, NONDISCRIMINATION.

8.1 Non-liability of City Officers and Employees. No officer, official, employee, agent,

18 representative, or volunteer of City shall be personally liable to Contractor, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Contractor or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest. Contractor covenants that neither it, nor any officer or principal of it, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contractor’s performance of the Services under this Agreement. Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent, or subcontractor without the express written consent of the Contract Officer. Contractor agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.

No officer or employee of City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to this Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

8.3 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry in the performance of this Agreement. Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry.

9. MISCELLANEOUS PROVISIONS.

9.1 Notice. Any notice, demand, request, document, consent, approval, or communication either Party desires or is required to give to the other Party or any other person shall be in writing and shall be deemed to be given when served personally or deposited in the US Mail, prepaid, first- class mail, return receipt requested, addressed as follows:

To City: City of Yorba Linda
4845 Casa Loma Avenue Yorba
Linda, California 92886
Attention: Director of Public Works/City Engineer
To Contractor: Sage Environmental Group LLC
24040 Camino del Avion, #A77
Monarch Beach, CA 92629
Attn: Alissa Cope, Principal
Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

19 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

9.3 Article and Section Headings and Subheadings. The article and section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.

9.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

9.5 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete, and exclusive expression of the understanding of the Parties. It is understood that there are no oral agreements between the Parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements, and understandings, if any, between the Parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Contractor and by the City Council of City. The Parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.6 Severability. In the event that any one or more of the articles, phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable, such invalidity or unenforceability shall not affect any of the remaining articles, phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties hereunder unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless.

9.7 Unfair Business Practices Claims. In entering into this Agreement, Contractor offers and agrees to assign to City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials related to this Agreement. This assignment shall be made and become effective at the time City renders final payment to Contractor without further acknowledgment of the Parties.

9.8 Invoicing. Contractor shall submit invoices monthly during the term of this Agreement, based on the cost for the Services performed and reimbursable costs incurred prior to the invoice date.

Invoices shall be submitted to:

City of Yorba Linda
4845 Casa Loma Avenue
Yorba Linda, California 92886
Attention: Jesse Gutierrez, Assessment District Manager

9.9 No Third Party Beneficiaries. With the exception of the specific provisions set forth in this Agreement, there are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder.

20 9.10 Execution of Contract. The persons executing this Agreement on behalf of each of the Parties hereto represent and warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said Party is bound.

This Agreement shall be binding upon the heirs, executors, administrators, successors, and assigns of the Parties.
[SIGNATURES ON FOLLOWING PAGE]

21 IN WITNESS WHEREOF, the Parties have executed and entered into this Agreement as of the date first written above.

CITY OF YORBA LINDA
Dated: By:

MARK A. PULONE

CITY MANAGER
ATTEST:

CONTRACTOR:

Marcia Brown SAGE ENVIRONMENTAL GROUP LLC
City Clerk
By: ________________________________

Signature: ________________________________
Title: ________________________________

Address: ________________________________
________________________________
________________________ By: ________________________________ Dianna Honeywell
Finance Director Signature: ________________________________

Title: ________________________________

Address: ________________________________
________________________________

APPROVED AS TO FORM:

RUTAN & TUCKER LLP
Todd Litfin
City Attorney
Two signatures are required if a corporation.

NOTE: CONTRACTOR’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE

ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY.

ADMINISTRATION DEPARTMENT
DATE: DECEMBER 20, 2022
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: DAVID ALBAUGH, ADMINISTRATIVE SERVICES DIRECTOR
SUBJECT: WAGE ADJUSTMENTS FOR NON-REPRESENTED PART TIME

POSITIONS

RECOMMENDATION
It is recommended that the City Council Adopt Resolution No. 2022-5834 related to the compensation of non-represented part time employees.

DISCUSSION
The wages for non-represented part time positions were last adjusted on December 21, 2021, by Resolution No. 2021-5778. Resolution 2022-5834 is being submitted for your consideration to update and adjust the hourly wage rates for certain non-represented part time positions.

The proposed changes to the wage tables for certain non-represented part time positions are primarily driven by Senate Bill 3 (SB 3) passed by the California Legislature and signed into law in 2016. SB 3 modified California Labor Code section 1182.12 and is reflected in the California Department of Industrial Relations Minimum Wage Order (MW-2019).

SB 3 gradually increased the state minimum wage to $15.00 per hour for all employees, effective January 1, 2022. However, California Labor Code section 1182.12 requires the state to determine annually if the minimum wage rate should be adjusted for inflation, beginning in 2023. The Department of Finance announced its determination on July 27, 2022 that an inflationary increase was triggered under SB 3, and effective January 1, 2023, the minimum wage in California will be increased to $15.50 per hour for all employees.

The purpose of this resolution is to advance the City’s lowest wage structures to the $15.50 per hour threshold in observance of the SB 3 statutory requirements These proposed changes ensure future compliance with state law and allow the City of Yorba Linda to continue to attract and retain qualified, high-performing employees.

WAGE ADJUSTMENTS FOR NON-REPRESENTED PART TIME POSITIONS P a g e | 2

FISCAL IMPACT
The proposed changes currently affect only one incumbent employed on a limited part time basis in a grant-funded position. Due to the limited number of affected employees and the partial fiscal year implementation, the requested adjustments can be absorbed in the current year’s budget. If appropriation adjustments are necessary in the future, the changes will be incorporated into future budget requests.

ATTACHMENTS

1. Resolution No. 2021-5778

2. Resolution No. 2022-5834

3. Proposed 2023 Salary Schedule for non-represented part time classifications affected by minimum wage adjustments

RESOLUTION NO. 2021-5778

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

YORBA LINDA RELATING TO COMPLIANCE WITH THE

CALIFORNIA MINIMUM WAGE INCREASES FOR

CERTAIN NON-REPRESENTED PART-TIME EMPLOYEES
WHEREAS, the governor of California signed Senate Bill 3 which increases California’s minimum wage each year so that it will reach $15 per hour by 2022; and WHEREAS, whereas the City has already accounted for prior increases in previously adopted employment resolutions, and
WHEREAS, the City desires to amend resolution 2020-5731 to account for future wage increases and wage step compression because of Senate Bill 3.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Yorba Linda does hereby amend Resolution No. 2020-5773 and adopt the salary ranges listed below effective January 1, 2022.

PART-TIME STEP A STEP B STEP C STEP D STEP E
Intern 19.00 19.95 20.95 21.99 23.09
Library Page 16.00 16.80 17.64 --- ---
Maintenance Worker Trainee 15.00 --- --- --- ---
Office Aide 15.00 15.75 16.54 --- ---
Office Clerk 15.00 --- --- --- ---
Recreation Aide 15.00 --- --- --- ---
Recreation Leader 16.00 16.80 17.64 18.52 19.45
Recreation Specialist 21.00 22.05 23.15 24.31 25.53
Senior Library Page 17.00 17.85 18.74 --- ---
Senior Recreation Leader 17.00 17.85 18.74 19.68 20.66
PASSED, APPROVED AND ADOPTED by the City Council of the City of Yorba Linda, on the 21st day of December, 2021.

CARLOS RODRIGUEZ, MAYOR

CITY OF YORBA LINDA
ATTEST:

MARCIA BROWN, CITY CLERK

CITY OF YORBA LINDA

RESOLUTION NO. 2021-5778
PAGE NO. 2
APPROVED AS TO FORM:

RUTAN & TUCKER, LLP

CITY ATTORNEY

COUNTY OF ORANGE )
ss

STATE OF CALIFORNIA )
I, MARCIA BROWN, City Clerk of the City of Yorba Linda, California, DO HEREBY CERTIFY that the foregoing Resolution was adopted at a regular meeting of the City Council of the City of Yorba Linda held on the 21st day of December, 2021, and was carried by the following roll call vote:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

MARCIA BROWN, CITY CLERK

CITY OF YORBA LINDA

RESOLUTION NO. 2022-5834

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

YORBA LINDA RELATING TO COMPLIANCE WITH THE

CALIFORNIA MINIMUM WAGE INCREASES FOR

CERTAIN NON-REPRESENTED PART-TIME EMPLOYEES
WHEREAS, the governor of California signed Senate Bill 3 which increases California’s minimum wage each year so that it will reach $15 per hour by 2022 and subsequently is subject to adjustment due to inflation; and WHEREAS, whereas the City has already accounted for prior increases in previously adopted employment resolutions, and
WHEREAS, the City desires to amend resolution 2018-5599 to account for future wage increases because of Senate Bill 3.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Yorba Linda does hereby amend Resolution No. 2018-5599 and adopt the salary ranges listed below effective January 1, 2023.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Yorba Linda, on the 20th day of December, 2022.

MAYOR

CITY OF YORBA LINDA
ATTEST:

MARCIA BROWN, CITY CLERK

CITY OF YORBA LINDA
APPROVED AS TO FORM:

RUTAN & TUCKER, LLP

CITY ATTORNEY

PART-TIME STEP A STEP B STEP C STEP D STEP E
Maintenance Worker Trainee 15.50 --- --- --- ---
Office Aide 15.50 16.28 17.09 --- ---
Office Clerk 15.50 --- --- --- ---
Recreation Aide 15.50 --- --- --- ---

RESOLUTION NO. 2022-5834
PAGE NO. 2

COUNTY OF ORANGE )
ss

STATE OF CALIFORNIA )
I, MARCIA BROWN, City Clerk of the City of Yorba Linda, California, DO HEREBY CERTIFY that the foregoing Resolution was adopted at a regular meeting of the City Council of the City of Yorba Linda held on the 20th day of December, 2022, and was carried by the following roll call vote:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

MARCIA BROWN, CITY CLERK

CITY OF YORBA LINDA

PART-TIME STEP A STEP B STEP C STEP D STEP E
Maintenance Worker Trainee 15.50 --- --- --- ---
Office Aide 15.50 16.28 17.09 --- ---
Office Clerk 15.50 --- --- --- ---
Recreation Aide 15.50 --- --- --- ---

CITY OF YORBA LINDA
2022/23 SALARY SCHEDULE
EFFECTIVE: JANUARY 1, 2023

PARKS AND RECREATION DEPARTMENT
DATE: DECEMBER 20, 2022
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: MIKE KUDRON, DIRECTOR OF PARKS AND RECREATION
SUBJECT: ADOPTION OF RESOLUTION NO. 2022-5835 APPROVING THE FILING

OF PROJECT APPLICATION FOR THE BRYANT RANCH PARK

BASKETBALL COURT PROJECT

RECOMMENDATION
It is recommended that the City Council adopt Resolution No. 2022-5835 approving the filing of the project application for the Bryant Ranch Basketball Court Project funded through the State of California.

BACKGROUND
Assemblyman Chen’s office contacted staff and requested a park improvement project that he could submit for potential funding as part of the State of California budget process. This was a request that needed a quick turnaround and staff recommended improvements at Bryant Ranch Park, which would be consistent with the Master Plan for that park. The park currently has an existing baseball/soccer field, playground, parking lot, restroom, and picnic benches. The focus of this improvement project is to provide a new basketball court (with pickleball overlay courts) and court lighting as a new recreational feature for the park.

Support amenities will include new gathering areas, bench seating, pathways for access, and new drought tolerant landscape. The total project cost is estimated to be $700,000, which includes design services and construction.

Basketball courts are a noted deficiency in the Yorba Linda Parks and Recreation Master Plan. The City of Yorba Linda has over 68,000 residents and only has 3.5 basketball courts city-wide. In addition, the interest in pickleball is expanding at a rapid pace and this project would be greatly appreciated by the residents of Yorba Linda.

DISCUSSION
This fall, staff was notified that the funding had been approved as part of the State of California Budget Act of 2022, item 3790-101-0001 as amended by AB 179, Section 19.56 Item #(9)(b)(1) (AC) $700,000 to the City of Yorba Linda for the Bryant Ranch Park improvement project. On October 13, Assemblyman Philip Chen awarded Mayor Carlos Rodriguez and Parks and Recreation Commissioner Chair Doug Dickerson a ceremonial check for $700,000 at Yorba Linda City Council Chambers. This grant funding does not

ADOPTION OF RESOLUTION NO. 2022-5835 APPROVING THE FILING OF

PROJECT APPLICATION FOR THE BRYANT RANCH PARK BASKETBALL

COURT PROJECT
P a g e | 2
require a match, but there is a lengthy and detailed grant process, which is very similar to Proposition 68. Recently, staff attended a grant workshop and the first step to encumber the funds and move forward is for the City of pass a resolution. Once the resolution is passed, the state will send the City of Yorba Linda an executed contract, which will allow staff to begin submitting application documents.

The project timeline for future construction is unknown at this time. Staff will have a better understanding once application documents are submitted. Following the application process, the next steps would include hiring an architect, developing plans and specifications, bidding the project, and construction.

FISCAL IMPACT
There is no fiscal impact with the adoption of Resolution No. 2022-5835 approving the filing of the project application for the Bryant Ranch Basketball Project funded through the State of California.

ALTERNATIVES
Do not adopt resolution No. 2022-5835 approving the filing of project application for the Bryant Ranch Basketball Project funded through the State of California, thus directing staff to not participate in this grant program.

ATTACHMENTS
A - Resolution No. 2022-5835

RESOLUTION NO. 2022-5835

RESOLUTION OF THE YORBA LINDA CITY COUNCIL OF THE CITY OF

YORBA LINDA APPROVING APPLICATION(S) FOR SPECIFIED
GRANT FUNDS FROM BUDGET ACT 2022/23 (ITEM 3790-101-0001 AS AMENDED BY AB 179, SECTION 19.56 ITEM #(9)(B)(1) (AC) $700,000

TO THE CITY OF YORBA LINDA FOR THE BRYANT RANCH PARK

IMPROVEMENT PROJECT)
WHEREAS, the State Department of Parks and Recreation has been delegated the responsibility by the Legislature of the State of California for the administration of a grant to the City of Yorba Linda, setting up necessary procedures governing application(s); and WHEREAS, said procedures established by the State Department of Parks and Recreation require the applicant’s Governing Body to certify by resolution the approval of project application(s) before submission of said applications to the State; and
WHEREAS, the applicant will enter into a contract with the State of California to complete project(s);
NOW, THEREFORE, BE IT RESOLVED that the City of Yorba Linda hereby:

1. Approves the filing of project application(s) for specified grant project(s); and

2. Certifies that said applicant has or will have available, prior to commencement of project work utilizing specified grant funds, sufficient funds, including those provided by this grant, to complete the project; and

3. Certifies that the applicant has or will provide sufficient funds to operate and maintain the project(s); and

4. Certifies that the applicant has reviewed, understands, and agrees to the Provisions contained in the contract in this Procedural Guide; and

5. Delegates the authority to the City Manager, or designee to conduct all negotiations, sign and submit all documents, including, but not limited to applications, agreements, amendments, and payment requests, which may be necessary for the completion of the project scope(s); and

6. Agrees to comply with all applicable federal, state and local laws, ordinances, rules, regulations and guidelines.

PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council of the City of Yorba Linda on this 20th day of December, 2022.

ATTEST:

MAYOR

CITY OF YORBA LINDA

MARCIA BROWN, CITY CLERK

CITY OF YORBA LINDA
APPROVED AS TO FORM:

RUTAN & TUCKER LLP

CITY ATTORNEY

STATE OF CALIFORNIA )
ss

COUNTY OF ORANGE )
I, MARCIA BROWN, City Clerk of the City of Yorba Linda, California, DO HEREBY CERTIFY that the foregoing Resolution was adopted at a regular meeting of the City Council of the City of Yorba Linda held on the 20th day of December, 2022, and was carried by the following roll call vote:

AYES:

NOES:

ABSENT:

COUNCILMEMBERS:

COUNCILMEMBERS:

COUNCILMEMBERS:

ADMINISTRATION DEPARTMENT
DATE: DECEMBER 20, 2022
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: MARK A. PULONE, CITY MANAGER
PREPARED BY: MARK K. AALDERS, ASSISTANT TO THE CITY

MANAGER
SUBJECT: DENIAL OF CLAIMS FOR DAMAGES

RECOMMENDATION
It is recommended that the City Council of the City of Yorba Linda deny the claims for damages by John Evans Arek and Kyle Brown.

BACKGROUND
Claims for damages filed against the City are reviewed and investigated by City staff and a third-party claims administrator with the George Hills Company. George Hills Company specializes in claims management and risk management services. These services are provided through the City’s contract membership in the California Insurance Pool Authority.

Staff makes recommendations to the Council for settlement or denial based on the investigatory findings. A claimant’s failure to provide evidence of and/or supporting documents to substantiate the claim for damages will also result in a recommendation for denial of the claim.

DISCUSSION
The following claims for damages have been recommended for denial based on the investigations by City staff and the third-party claims administrator. Further details for each claim are available upon request.

John Evans Arek
The claimant alleges that City staff engaged in racial discrimination which has led to emotional injuries. He states that in two separate incidents and at two different locations (City Library and City Hall), City staff caused him embarrassment and emotional distress.

The City’s Administration Department and City Attorney’s Office determined that the staff members involved in the alleged incidents acted professionally and without malice or discriminatory intent in addressing the claimant’s concerns. Moreover, City staff conducted themselves appropriately and in accordance with the City’s policies and administrative

DENIAL OF CLAIMS FOR DAMAGES
P a g e | 2
procedures. Therefore, the third-party claims administrator, City staff and the City Attorney recommend denying the claim.

Kyle Brown
The claimant’s legal representatives allege that the City’s playground equipment at Jessamyn West Park was unsafe due to the claimant (Kyle Brown) falling through a laddered shaft which caused severe injuries. Staff performed an on-site inspection and safety review and found no dangerous conditions or design flaw with the park’s playground equipment. In addition, staff reviewed the documents provided and noted that the claimant’s claim letter cites that the injury occurred while the claimant “…was not being properly supervised.” Jessamyn West Park is an unsupervised playground and the claimant was not participating in any City events in which City staff would be present to supervise participants. Staff’s recollection upon receiving the first call regarding this incident is that the claimant is three years old so supervision by the parents or guardian would always be recommended when using playground equipment. This park’s playground equipment signage also states that it is “…designed for children 5-12 years old” and “Adult supervision is strongly recommended.” Therefore, the City’s third-party administrator and City staff recommend denying the claim.

FISCAL IMPACT
None

ALTERNATIVES
As an alternative to staff’s recommendations for the claims, the City Council has the following options:

1. Accept liability for the claims and pay the amount specified in the claim forms.

2. Grant settlement authority up to a certain amount and direct the claims adjuster to enter into settlement negotiations with the claimants.

FINANCE DEPARTMENT
DATE: DECEMBER 20, 2022
TO: HONORABLE CHAIR AND MUNICIPAL FINANCING AUTHORITY BOARD

MEMBERS
FROM: DIANNA HONEYWELL, FINANCE DIRECTOR / CITY TREASURER SUBJECT: ANNUAL MEETING AND CONFIRMATION OF OFFICERS FOR THE

MUNICIPAL FINANCING AUTHORITY

RECOMMENDATION
It is recommended that the City Council acting as the Board of Directors of the Yorba Linda Municipal Financing Authority confirm and appoint the officers of the Authority as follows:

City Position Office of the Authority
Mayor Chair
Mayor Pro Tem Vice Chair
City Manager Executive Director
City Clerk Secretary
Finance Director Treasurer

BACKGROUND
On April 17, 2018, the City Council of the City of Yorba Linda and the Board of Directors of the Yorba Linda Housing Authority (also the City Council) approved a joint exercise of powers agreement forming the Yorba Linda Municipal Financing Authority (the Authority).

The Authority was established for the purpose of issuing bonds, notes and other obligations of the City. Currently, the related debt outstanding includes the 2018 Lease Revenue Bonds issued for the construction of the new Public Library.

On May 1, 2018, the Authority Board of Directors adopted By-Laws for the Authority, which among other things require that an Annual Meeting of the Authority be held for the purpose of confirming its Officers. Under the By-Laws, the Officers are the holders of various City positions and not specific individuals. Thus, the holder of each Office of the Authority changes whenever the holder of the corresponding City position changes.

DISCUSSION
This item is included annually on the City Council agenda in December, as this is when the holders of the City positions of Mayor and Mayor Pro-Tem change. This change occurred during the regular Council meeting held on December 6, 2022. As the holder of each Office

ANNUAL MEETING AND CONFIRMATION OF OFFICERS FOR THE AUTHORITY P a g e | 2
of the Authority is tied to a corresponding City position, there is no action required to specifically appoint the new Mayor and Mayor Pro-Tem to the Offices of Chair and Vice Chair of the Authority. Should any changes be desired to the method by which Officers of the Authority are designated, an amendment to the Authority’s By-Laws would be required.

FISCAL IMPACT
There is no fiscal impact associated with this report.

ALTERNATIVES
The Board of Directors could direct staff to bring forward an amendment to the Authority’s By-Laws to change the method by which the holder of one or more of the Offices of the Authority is designated.

PUBLIC WORKS DEPARTMENT
DATE: DECEMBER 20, 2022
TO: HONORABLE MAYOR AND MEMBERS OF THE COUNCIL
FROM: JAMIE LAI, P.E. DIRECTOR OF PUBLIC WORKS/CITY ENGINEER PREPARED BY: TONY WANG, P.E. TRAFFIC ENGINEERING MANAGER SUBJECT: APPROVAL OF TEMPORARY STREET CLOSURE REQUEST – 4881

TORIDA WAY

RECOMMENDATION
It is recommended that the City Council approve Roadway Construction Service’s request to conduct a temporary street closure to replace a power pole on Torida Way between Orange Drive and Foley Drive.

BACKGROUND
Staff has received a request from Roadway Construction Service (Southern California Edison’s contractor) to conduct a temporary street closure on Torida Way between Orange Drive and Foley Drive. The reason for the request is to accommodate the use of a crane to perform the power pole replacement on behalf of Southern California Edison.

Proposed dates: January 17, 2023
Job duration: Approximately 6 hours, street closure generally between 9:00 a.m. and 4:00 p.m.

DISCUSSION
Torida Way is a 36-foot-wide residential street with no parking restrictions. It needs to be fully closed when the crane is built up with the outriggers out as it will take the full width of the street to safely set up. The access for through traffic will not be available during the street closure. However, provisions for emergency vehicle access will be maintained at all times.

Prior notification and outreach will be coordinated by Roadway Construction Service to all impacted residents.

Conditions of Approval:

Staff supports the request subject to the applicant complying with the requirements of Traffic Commission Policy No. 36 and the following conditions:

1. Residents shall be notified no less than two weeks prior to the street closure and be renotified within 72 hours of the closure.

A P P R O V A L O F T E M P O R A R Y S T R E E T C L O S U R E R E Q U E S T – 4 8 8 1

T O R I D A W A Y
P a g e | 2

2. The street closures shall conform to all applicable requirements of the State of California Manual on Uniform Traffic Control Devices (MUTCD).

3. Provisions for emergency vehicle access shall be maintained at all times.

4. An alternative parking plan for impacted residents shall be provided and approved by the City Engineer.

5. An encroachment permit shall be obtained from the Public Works Department.

6. Applicant shall notify the Orange County Fire Authority and the Orange County Sheriff’s Department not less than 72 hours prior to the physical street closure.

The Traffic Commission reviewed and approved this item at its December 12, 2022 meeting.

FISCAL IMPACT
There is no direct fiscal impact associated with the recommended action. The applicant and/or contractor will be required to pay for all required permits and costs associated with the proposed closure.

ALTERNATIVES
The City Council may choose to not approve the temporary street closure. However, staff does not recommend this alternative as it would delay the replacement of the detreated power pole which may be a safety concern.

ATTACHMENTS
Attachment 1 - Street Closure Request Letter

Roadway Construction Service P.O. Box 3382 Santa Fe Springs, CA 90670 (855) 919-7233 The road at 4881 Torida Way will be closed between Foley dr and Orange Dr on 1/17/2023 for a crane to replace a SCE backyard power pole. The road will need to be fully closed because the width of the street is 30ft and when the crane is built up with the outriggers out it will take the full width of the street to safetly set up. The job will only take 1 day to complete for about 6 hours. We will have flaggers onsite to assit with any pedestrians and to help with resisdents in and out of their home. You can contact Roadway Construction Service at 562-903-0011 with any questions. Thank you
Stacy Thuresson
Project Manager
Roadway Constuction Service
562-903-0011

CITY OF YORBA LINDA

PLANNING COMMISSION

AGENDA ITEM SUMMARY
Meeting Date: December 14, 2022
Community Development Department
Planning Division
Director
David Brantley, AICP
APPROVAL OF NOVEMBER 9, 2022, PLANNIING COMMISSION MEETING MINUTES The minutes of November 9, 2022 were continued to January 11, 2023 due to lack of quorum.

CONDITIONAL USE PERMIT 2022-50 KURODA
A motion by Commissioner Masterson, Second by Chair Pro Tem Pease to adopt Resolution No. 5534 approving Conditional Use Permit 2022-50 Kuroda with conditions. The motion carried (3-0-2) with the following roll call vote:

AYES: Pease, Darnell, Masterson
NOES: None
ABSENT: Singh, Bernstein
ABSTAIN: None
CONDITIONAL USE PERMIT 2022-43 TUTU SCHOOL OF YORBA LINDA A motion by Chair Pro Tem Pease, Second by Commissioner Masterson to adopt Resolution No. 5535 approving Conditional Use Permit 2022-43 Tutu School of Yorba Linda with conditions. The motion carried (3-0-2) with the following roll call vote:

AYES: Pease, Masterson, Darnell
NOES: None
ABSENT: Bernstein, Singh
ABSTAIN: None
CONDITIONAL USE PERMIT 2022-47 TSAI
A motion by Commissioner Masterson, Second by Chair Pro Tem Pease adopting Resolution No. 5536 approving Conditional Use Permit 2022-47 Tsai with conditions. The motion carried (3-0-2) with the following roll call vote:

AYES: Masterson, Pease, Darnell
NOES: None
ABSENT: Singh, Bernstein
ABSTAIN: None
LOT LINE ADJUSTMENT 2022-03 ISKANDER
A motion by Commissioner Masterson, Second by Chair Pro Tem Pease to adopt Resolution No. 5537 approving Lot Line Adjustment 2022-03 Iskander. The motion carried (3-0-2) with the following roll call vote: Page 488 of 539
2 AYES: Pease, Darnell, Masterson
NOES: None
ABSENT: Singh, Bernstein
ABSTAIN: None
DESIGN REVIEW 2022-04 AND ACCESSORY DWELLING UNIT 2022-14 ZHANG A minute motion by Chair Pro Tem Pease, Second by Commissioner Masterson approving Design Review 2022-04 and Accessory Dwelling Unit 2022-14 Zhang with conditions. The motion carried (3- 0-2) with the following roll call vote:

AYES: Pease, Masterson, Darnell
NOES: None
ABSENT: Singh, Bernstein
ABSTAIN: None
Adjournment: The meeting adjourned at 7:16 p.m. to the January 11, 2023, Planning Commission meeting at 6:30 p.m.

CITY CLERK'S OFFICE
DATE: DECEMBER 20, 2022
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: MARCIA BROWN, CMC, CITY CLERK
SUBJECT: COUNCIL COMMITTEE AND AGENCY REPORTS

RECOMMENDATION
It is recommended that that the City Council receive and file this report.

DISCUSSION
City Council members serve on a number of outside committees and agencies. Attached are updates received recently from these agencies.

ATTACHMENTS

1. Reports from City Council Organizations, Agencies and Committees

Transportation Corridor Agencies
For the December 8, 2022, Meeting

BOARD MEETING HIGHLIGHTS

F/ETCA BOARD OF DIRECTORS
Joseph Muller, Vice Chair,

DANA POINT
Trevor O’Neil,

ANAHEIM
Farrah Khan,
IRVINE
Scott Voigts,

LAKE FOREST
Patricia Kelley,

MISSION VIEJO
Mark A. Murphy,
ORANGE
Anthony Beall,

RANCHO SANTA MARGARITA
John Taylor,

SAN JUAN CAPISTRANO
David Penaloza,

SANTA ANA
Austin Lumbard,
TUSTIN
Vacant,

YORBA LINDA
Donald P. Wagner,
COUNTY OF ORANGE, 3RD DIST.

Doug Chaffee,
COUNTY OF ORANGE, 4TH DIST.

Lisa Bartlett,
COUNTY OF ORANGE, 5TH DIST.

Ryan Chamberlain, Ex-Officio
Member, CALTRANS DIST. 12

SJHTCA BOARD OF DIRECTORS
Will O’Neill, Chair,

NEWPORT BEACH
Janine Heft, Vice Chair,

LAGUNA HILLS
Richard Hurt,

ALISO VIEJO
Arlis Reynolds,

COSTA MESA
Richard Viczorek,

DANA POINT
Farrah Khan,
IRVINE
Fred Minagar,

LAGUNA NIGUEL
Cynthia Conners,

LAGUNA WOODS
Patricia Kelley,

MISSION VIEJO
John Taylor,

SAN JUAN CAPISTRANO
David Penaloza,

SANTA ANA
Donald P. Wagner,
COUNTY OF ORANGE, 3RD DIST.

Lisa Bartlett,
COUNTY OF ORANGE, 5TH DIST.

Ryan Chamberlain, Ex-Officio
Member, CALTRANS DIST. 12
73/133/241/261 TOLL ROADS

EVALUATION OF ON-ROAD SAFETY ENHANCEMENTS COMING TO

THE TOLL ROADS
The Boards of Directors of the Foothill/Eastern (F/ETCA) and San Joaquin Hills Transportation Corridor Agencies (SJHTCA) approved a task order with Fagan Consulting and subcontractor Stantec to evaluate on-road safety enhancement options and develop recommendations to enhance safety on The Toll Roads.

The initiative is part of TCA’s Strategic Plan and calls for evaluating the feasibility of leveraging existing TCA toll system equipment to accurately detect and report wrong-way vehicles, as well as evaluating wrong-way vehicle detection and prevention systems in use on other facilities and providing recommendations on their suitability for deployment on The Toll Roads.

The contractors will work with TCA staff to develop strategic, tactical and operational plans for procuring, implementing, operating and maintaining a wrong-way vehicle detection/prevention program. Report recommendations will be reviewed with Caltrans and the California Highway Patrol.

Fagan and subcontractor Stantec were recommended after a competitive bidding process of four possible contractors. Selection was based on a combination of factors that included experience and qualifications of the proposed team, schedule and cost.

POLICY FOR SURPLUS LAND ADOPTED
The Joint Boards of Directors approved a policy for the disposal of surplus land that provides guidance for the identification and disposal of TCA-owned surplus land and exempt surplus land.

The policy is needed to allow the Boards of Directors to take action on parcels that may be designated as surplus land or exempt surplus land in the future. Currently, TCA has no parcels designated as surplus land.

Historically, the Surplus Lands Act did not apply to Joint Powers Authorities (JPAs) and the Agencies have not had a need for a policy. JPAs were included in the Act in 2019.

VALARIE MCFALL APPOINTED INTERIM CEO
Valarie McFall has been appointed Interim CEO effective immediately. McFall is a respected, award-winning industry veteran with more than a quarter century of transportation, environmental and external affairs acumen.

Since joining TCA in 2000, McFall has held several increasingly senior positions.

Before being named the first Deputy CEO in 2020, she was Chief Environmental Planning Officer, responsible for managing the Agencies’ 17 mitigation sites spanning over 2,200 acres of protected open space. Her efforts yielded meaningful results, including the preservation of multiple key properties throughout Orange County to ensure the continued presence of important native habitat for wildlife species and the protection of core wildlife linkages running from the coast to the inland portion of the county.

Her expertise in public policy has proven instrumental to TCA’s completion of the South County Traffic Relief Effort and advancing the 241/91 Express Connector Project — two critically-important, large-scale projects that will provide countywide and regional congestion relief.

MONTHLY REPORT:

November
Monthly Year to Date (YTD) County Monthly County YTD

OPERATIONS
Service Requests Completed: 7 163 288 5,534
Mosquitoes: 5 132 225 4,472
Rats: 1 8 35 525
Rifa: 1 23 24 459
Number of Swimming Pools Treated/Inspected: 29 260 661 9,124 Hours Spent Treating/Inspecting Gutters 0 31.41 0 5,343.5 Undergrounds Treated: 0 116 558 25,442
Acres of Flood Channels Treated: 0 1.24 13.965 917.2884 Acres of RIFA Treated/Inspected: 62 854 2,774 65,689
Number of Inspection Treatments: 58 264 1,387 8,238

LABORATORY
Adult Mosquitoes Collected: 23 3237 7,132 207,104
Collected From Trustee Home: 0 0 0 0
Invasive Aedes 6 238 352 4,913
Mosquito Pools (Samples) Tested: 7 14 263 5,631
WNV Positive Samples: 0 0 2 39
WNV Positive Birds: 0 0 0 1
Number of Human Infections/Deaths: 0 0 0 12
Fleas, Ticks, and Others Tested: - - - 955

COMMUNICATIONS
Outreach Events Attended: 0 2 3 59
General Presentations: 0 1 2 22
Educational Program Presentations: 0 0 11 152
Calls Received - - 189 2,910
None at this time
TOTAL 13
AVERAGE 2.60
Yorba Linda

PROJECTS IN COLLABORATION WITH OCMVCD
COUNTY RESPONSE LEVEL / AVERAGE RATING:

Normal Season (1.0 to 2.5)
Elevated Risk (2.6 to 4.0)
High Risk (4.1 to 5.0)

ORANGE COUNTY MOSQUITO AND VECTOR CONTROL DISTRICT

General Information
Bed bugs are widespread and have been found in houses,
apartments, hotels, schools, hospitals, dormitories, and movie theaters. They use their straw-like mouthparts to suck blood from warm-blooded animals such as humans, bats, and birds.

Adults are oval-shaped, flattened front-to-back, and wingless.

At maturity, they are 4–5 mm long and 1.5–3 mm wide. They are light brown when hungry but after feeding on blood, their abdomen looks bright red, red-brown, or blackish. Bed bugs may mistaken for small cockroaches but unlike cockroaches, which scavenge human food, bed bugs feed only on blood.

They remain hidden during the day and actively feed at night.

Their bites are painless but the bite wounds can be extremely itchy for days later. If disturbed, alarmed, or crushed, they release an unpleasant musky odor. When they defecate, they leave dark stains (fecal spots), often on sheets and bedding.

Life Cycle
Bed bugs have three stages in their life cycle: egg, nymph, and adult. Adult females lay eggs on rough dry surfaces near their hiding places, either singly or in small clusters. One to four weeks later, the nymphs hatch from the eggs and seek a host animal from which to feed. As nymphs eat and mature, they outgrow their skin, grow a new skin layer beneath it, and shed the old one, a process called molting. Following each molt, the nymph is a little larger. After the fifth growth-molt cycle, usually 4-6 weeks later, the bed bug reaches full size and is an adult. The process of changing body forms while maturing is called metamorphosis.

Bed Bug Bites
At night, bed bugs travel from their hiding places to feed on sleeping host animals. They insert their long needle-like mouthparts into the skin, inject saliva which digests blood cells, and drink up the digested blood. As the abdomen fills with blood, it turns bright red, dark red-brown, or blackish.

After feeding, they retreat to their hiding places. They typically feed every 5-10 days but can live for up to 8 months without feeding.

Unlike many insects that feed on human blood, bed bugs are not known to transmit (vector) any disease-causing bacteria or viruses (pathogens). Reactions to bed bug bites vary among individuals. Many victims show no signs of bites. Others don’t realize they’ve been bitten until rash, redness, or swelling appears around the bite, sometimes with intense itching.

Orange County Mosquito Vector Control District
13001 Garden Grove Blvd., Garden Grove, CA 92843 • 714.971.2421 • 949.654.2421 ocvector.org • facebook.com/ocvectorcontrol • twitter.com/ocvector Bed Bugs
Bed Bug
adult
Bed Bug
adult
Bed Bug
adult
Segmented
abdomen has
tiny hairs on it
Wingless
Slender
antennae
Antenna
Left antenna
Antenna
Compound eye
Compound eye
Compound eye
(partially hidden
by right antenna)
Pronotum edges
continue forward
nearly to the eye
Abdomen looks dark
when full of blood
Body flattened
front to back
Mouthparts form
a straw-like tube
to suck blood
Mouthparts are
folded under the head
and hidden when
not in use
Status
☑ Blood feeder
☑ Possible health threat
Laboratory Report December 15, 2022 Attachment No. 1

Tips for Traveling
• Pack clean clothing and toiletries in sealable plastic bags, then into your luggage. Take additional sealable plastic bags for dirty clothes.
• Before staying or sleeping in a new place, inspect the room and bedding for infestation. Turn back all bedding and lift the mattress corners in order to look for bed bugs and their fecal spots.
• If you find signs of bed bugs, tell the management and request another room; an even better choice is to leave that hotel. Do not let them offer to “spot treat” the infested room for you; the infested room must be treated over time by a pest control company and cannot be occupied that day.
• Keep all luggage items off of the floor and bed; place them on a luggage rack or in the bathtub.
• Don’t unpack; keep your belongings in your suitcase.
• Place dirty clothes in sealed plastic bags for later washing. • Before you pack to leave the hotel, inspect your luggage for bed bugs.
• When you return home, place your luggage in the garage or outdoors, not in your home.
• Remove items individually and inspect them for bed bugs.

As clothes and other items are removed from plastic bags, immediately wash them as described above.
• Once luggage items are emptied, vaccuum them, and place them in sealable plastic bags; store them in the garage if possible.

Detection
Bed bugs are active at night and are adept at hiding in dark places during the day. They most often hide in crevices and in spaces between mattresses and box springs, on bed frames and headboards, and between couch and chair cushions. They are less commonly found in dressers and nightstands, in and on luggage, in electrical outlets, and among clutter. Once they infest a room, they often travel to adjacent rooms.

People with a sensitive sense of smell can detect the unpleasant musky odor released into a room by bed bugs. In addition to bite symptoms, other signs of their presence include fecal spots, blood smears on sheets, and molted skins.

Prevention and Control
Proper sanitation practices and diligence can help prevent bed bug infestation.
• Inspect for bed bugs wherever you sit or stay. Eggs are tiny white ovals, bed bugs are brownish, shed skins are yellowish, and fecal spots are black.
• If you may have been exposed to bed bugs, wash and dry your clothes on high heat, then run them through the dryer again for at least 20 minutes. Dry clean items that cannot be machine-dried. Place shoes and other non-washable
items into sealable plastic bags and place them in the freezer overnight to kill bed bugs that might be on or in them. • Never bring used or discarded furniture or clothing into your home unless it has been carefully inspected for bed bugs.

Wash and/or freeze clothing and other items as described above.
• If you find bed bugs at home, do not try to control them yourself; no over-the-counter product is effective at
eliminating the infestation. Bed bug control should be
handled by a licensed professional pest control company that is experienced in bed bug management.

Orange County Mosquito and Vector Control District
13001 Garden Grove Blvd., Garden Grove, CA 92843-2102 • 714.971.2421 • 949.654.2421 ocvector.org • facebook.com/ocvectorcontrol • twitter.com/ocvector Bed Bug hiding places
Keep all luggage items
off of the floor and bed.

Place them on a luggage
rack or in the bathtub.

Examine all luggage items
before you depart.

Cast skins of bed bugs, which are shed as they grow.

Note the dark dried blood.

Laboratory Report December 15, 2022 Attachment No. 1

Laboratory Report, December 15, 2022 Attachment No. 2
Back to Bed Bug Basics
November 10, 2022
By: Anne Nagro
Bed bugs were nearly wiped out after World War II thanks to applications of now-prohibited pesticides like DDT.

But in the early 2000s, bed bug populations surged in North America. It was the first time many pest management professionals had ever encountered the pest, which hadn’t been studied in decades. Industry knowledge on how to control bed bugs was lacking.

Over the past 20 years, we’ve learned a lot about this pest. And today, bed bug extermination services account for 49.5 per cent, or about $990 million, of the Canadian pest management industry's revenue, according to a 2022 report by IBISWorld, a global industry research firm.

The industry continues to deepen its knowledge of the cryptic pests and hone techniques and products to control them.

Sarah Latyn, training and quality assurance coordinator for TRNZ4m, formerly Bed Bug Central, provided a refresher on bed bug intel and control strategies at the National Pest Management Association’s 2020 virtual bed bug summit:

WHAT BED BUGS LOOK LIKE. The adult common bed bug, Cimex lectularius, is about a quarter-inch long. It is flat, wingless and reddish brown. It is similar in size, shape and color to an apple seed. Juvenile bed bugs (nymphs) are smaller and pale, making them difficult to see. As nymphs grow, they become darker and larger. “Many people out there think that bed bugs are microscopic and they're impossible to see, and that's why they're so difficult to get rid of. But in actuality, if you know what you're looking for, then you are going to be able to more easily find the signs of bed bugs and find those bed bugs themselves,” says Latyn.

Customers often mistake juvenile cockroaches and carpet beetles for bed bugs.

THE BED BUG LIFE CYCLE. Bed bugs hatch from eggs. They then progress through five stages, or instars, on their way to adulthood. Bed bugs must have a blood meal to molt and progress to the next instar. Bed bugs only feed on blood. As well, female bed bugs need a blood meal to develop eggs. After mating, female bed bugs lay one to five eggs a day.

According to the Mallis Handbook of Pest Control (10th edition), the entire bed bug lifecycle (egg to egg) typically takes four to five weeks under optimal conditions (70 to 80 per cent relative humidity and 28 to 32 degrees Celsius). Up to four generations of bed bugs may occur in a year. Adult bed bugs can live up to 316 days or longer in ideal conditions.

Laboratory Report, December 15, 2022 Attachment No. 2
WHEN WERE BED BUGS INTRODUCED? Customers often want to know how long bed bugs have been present in their home.
“Clients want to make assumptions on when they've been introduced, but it's really impossible to tell,” says Latyn.

Here’s why: Environmental conditions affect how fast bed bug eggs hatch. In warm weather, eggs may hatch in two weeks. In cold weather, this may take two months. It is difficult to know how many bed bugs were introduced in the first place.
“If only five bed bugs were introduced to start out, that might take two months to achieve 100 bed bugs,” explains Latyn. But if 50 bed bugs were introduced, such as by bringing in an infested piece of furniture, it might only take two weeks for 100 or more bed bugs to develop, she says.

HOW BED BUGS FIND A HOST. Three cues help bed bugs find a human host. The first is carbon dioxide, which we exhale. Bed bugs sense carbon dioxide and use it to zero in on a blood meal.

The second cue is body heat. Bed bugs sense body heat, allowing them to move closer to the host.

The third cue is body odor, or the chemicals emitted by human skin.

In addition to humans, bed bugs will feed on the blood of animals in the home, such as dogs, cats, rabbits and birds. The pests feed every few days to once a week.

HOW PEOPLE REACT TO BED BUG BITES. Bed bugs typically bite at night when the host is still and sleeping soundly. While the actual biting is painless, the resulting bite marks may be red and itchy. Bites tend to occur in rows and clusters on exposed skin surfaces, often on the upper torso, arms and neck.

Everyone reacts differently to bed bug bites. A 2009 study by the University of Sheffield found almost 15 per cent of participants had a seven- to 11-day delayed reaction to repeated bed bug bites, and 54 per cent didn't react at all to the initial bite.

Similarly, 30 per cent of people said they did not react to bed bug bites in a 2009 University of Kentucky (UKY) survey. And elderly people were less sensitive to bed bug bites, found a survey conducted by UKY and the Lexington (Kentucky) Health Department.
“We never want to use bites to definitively identify a problem,” says Latyn. If someone complains about bites, this is reason to conduct an inspection. “It is not reason to say, ‘Okay, you absolutely have bedbugs; we need to do that bedbug treatment right away,’” she cautions. (Editor’s note: Never inspect or diagnose customer bites or skin issues; suggest they see a medical professional.)
While bed bugs aren’t known to transmit disease through bites, they do cause emotional distress. Bed bugs cause people to lose sleep, which leads to issues like lack of concentration, irritability and anxiety.

SIGNS OF BED BUG ACTIVITY. A common clue to bed bug activity is fecal spotting, which looks like black dots made with a fine-point marker. Bed bugs typically defecate near their hiding spots, which can help target your treatment efforts.
“That fecal spotting tells me maybe there are eggs in this area. Maybe there's a crack that I just can't see into, but I can see fecal spotting, so I am fairly certain that bed bugs are present in this area,” says Latyn.

Also be on the lookout for live bugs and cast skins, or the molted skins of bed bug nymphs. Eggs and first- and second-instar nymphs, which are nearly translucent, are more difficult to see with the naked eye.

WHERE ARE BED BUGS FOUND? Bed bugs and bed bug eggs are predictable in that they’re typically found where people spend time resting. This may be the bed, recliner or sofa. Wheelchairs and motorized carts often harbour bed bugs and often are overlooked during inspection and treatment.

Bed bugs gather or aggregate in tiny cracks and crevices. On a bed, they’re most likely found in the box spring, which is disrupted less than the mattress when sheets are changed. Also inspect screw holes and joints of

Laboratory Report, December 15, 2022 Attachment No. 2
wood furniture like side tables and headboards, behind baseboards and wall hangings, and along mattress seams.

Latyn has noticed a bed bug distribution pattern over the years: About 70 per cent of apartments and singlefamily homes have low-level bed bug infestations with 20 or fewer live bed bugs. About 20 per cent get moderate infestations with 20 to 100 live bed bugs, and 10 per cent are high-level infestations with 100 or more live bed bugs.

HOW MATING BEHAVIOR INFLUENCES LOCATION. Bed bugs mate by a process called traumatic insemination, where the male bed bug pushes his reproductive organ directly into the female's abdomen, not into the female reproductive tract. On average, females may endure five of these stabbings per feeding. Males are attracted to female bed bugs that recently had a blood meal, which enables them to produce eggs. “This gives rise to some of the theories about why females move so much, why we might find female bed bugs or eggs or nymphs away from the bed bug aggregation sites, because those females might be leaving those aggregation sites to lay eggs and to try and heal their abdomens up,” says Latyn.

HOW BED BUGS MOVE. Bed bugs move to different locations in two ways. The first is by hitchhiking. Bed bugs can hitch a ride on luggage, purses, backpacks or clothing during a hotel stay, while riding public transportation, visiting a friend’s house or even moving from room to room.

Bed bugs also are very mobile and travel extensively on their own, according to a 2015 Rutgers University study. The researchers collected bed bugs, marked them with different colored dots of paint in the lab and then released them into six apartments. Using pitfall-style monitors, they found the marked bed bugs traveled extensively throughout those apartments and within two weeks were moving into neighboring units. “This is why, if you're not already doing them, surrounding-unit inspections are so important,” says Latyn.

WHY MONITORING IS ESSENTIAL. A visual inspection may not catch a low-level infestation of bed bugs.

That is why it is important to use monitoring devices. Knowing the severity of the problem influences the treatment regimen, because how you handle two bed bugs will differ from how you control 200 or 2,000 bed bugs.

Place pitfall traps or monitors under the feet of furniture and beds. They intercept bed bugs leaving or trying to access these resting places. The bed bugs crawl up the textured side of the trap and fall into the slippery valley, where they can’t climb out. Studies conducted in 2011 and 2016 by Rutgers University researchers found pitfall traps were more effective at detecting low-level bed bug infestations than visual inspections.

However, the devices cannot replace visual inspection, because they do not gather information like evidence of fecal spotting.

Ongoing monitoring helps gauge the effectiveness of treatment. The number of bed bugs trapped in monitoring devices should decrease until the population is eliminated. In addition to monitoring devices and visual inspection, some professionals use canine scent detection to inspect for bed bugs before treatment and to ensure no bed bugs or eggs are living post-treatment.
“We always want to make sure we're not just relying upon one method,” says Latyn.

HOW MUCH SITE PREP IS NECESSARY? Many bed bug treatment protocols just don’t hold up anymore, and “one of those things is traditional prep for bed bugs,” says Latyn.

It once was standard practice to require residents to strip the bed, empty closets and dressers, launder all bed linens and clothes, bag items that could not be washed, move items out of the affected rooms and more. But this approach can make the infestation harder to treat and is not always necessary.

Only the most severe infestations may require prep. “Ninety-five per cent of bed bug infestations do not need traditional prep to get rid of that infestation prior to treatment,” says Latyn. “And five per cent, that's when we're going to need a whole lot of cooperation. We're going to be putting in a whole lot more work for those infestations. Why are we treating the 95 per cent like they are that five per cent?”

Laboratory Report, December 15, 2022 Attachment No. 2
A no-prep approach doesn't mean no cooperation. “It just means we're taking an assessment-based approach” and making site-specific recommendations — I need you to launder this, empty that — without the resident disrupting the entire environment, she says.

HOW TO CHOOSE THE RIGHT BED BUG TREATMENT. An integrated pest management approach that relies on multiple tools is the most effective way to control bed bugs. Tools may include structural heat treatment, fumigation, vacuuming, steam cleaning (which kills eggs), freezing and the application of natural, biological or synthetic insecticides.

To combat bed bug resistance, regularly rotate classes of chemicals — choosing different modes of action and active ingredients — in your treatment protocol.

Bed bugs develop pesticide resistance in three ways. First, they can develop reduced cuticular penetration or thicker exoskeletons, meaning insecticides don’t easily penetrate the cuticle layer like they do in thinnerskinned bed bugs.

Second, they develop a more robust mixed-function oxidase system, where the bug’s enzymes attach to the insecticide entering its body and render it useless.

Third, the nervous systems of some bed bugs adapt so the alpha subunit on the nerve — the place where a pyrethroid molecule would lock in — no longer fits the pyrethroid key. This renders the insecticide ineffective.

It only takes a few bed bugs with these mutations to survive treatment and breed for a new generation of resistant pests to develop.

Be judicious in your use of dust and glue boards to prevent behavioral resistance. This is when a pest learns to avoid certain substances.

Use mattress encasements, which “allow us to take that complicated box spring out of the equation and help protect our clients’ bedding and help make our treatment methods easier,” says Latyn. “Lastly, it's not what you're using, but how you are using it. You can use the best product on the market, but if it's not being used with the biology and the behavior of the bed bug in mind, then it's not going to have a whole lot of effect,” she says.

• Human Infections (155)
• Positive Mosquito Samples (3,165)
• Positive Dead Birds (186)
West Nile Virus in CA

West Nile Virus in OC
• 39 WNV Positive Mosquito Samples
• 12 Human Cases
• 1 WNV Positive Dead Bird

• Human Cases (25)
• Positive flea samples (62)
• Rickettsia typhi (2)
• R. felis (60)
Flea-borne Typhus
Typhus Transmission CyclePage 501 of 539
INFORMATION ITEM: Department Report
Board Meeting Date: December 15, 2022
Department: Scientific Technical Services
Submitted By: Amber Semrow, Director of Scientific Technical Services As 2022 comes to a close, the Lab Team wishes to thank the Board of Trustees, District Manager Rick Howard, and the other departments for your guidance, support, and collaboration this year. We look forward to continuing to innovate and improve our services for the public we are grateful to serve. Happy and healthy holidays to all! Mosquito Surveillance:

The California Department of Public Health Vector-Borne Disease Section (CPDH-VBDS) reported131 human cases of West Nile virus (WNV) in the state. Year-to-date CDPH reported 3,165 positive mosquito pools and 185 dead birds across 32 counties. Additionally, CDPH reported 11 human cases of St. Louis encephalitis (SLEV) and 153 positive mosquito pools for SLEV. Please visit www.westnile.ca.gov for the distribution map and other resources.

The Orange County Health Care Agency reported12 human cases of West Nile virus YTD. This report covers Disease Weeks 46 to 49 (November 14th – December 9th). During these weeks, District personnel set 208 traps (183 routine traps and 25 non-routine traps). The microbiology lab tested 143 mosquito samples (5,614 YTD) for various infectious diseases. There were no additional mosquito pools that tested positive for WNV, our total remains 39 YTD. Additionally, 6 dead birds (281 YTD) were tested, none were positive this month.

OCMVCD West Nile Virus Testing and Results 2022 Year-to-Date as Compared to 2021 Data and Current State-wide Counts
The average mosquito abundance for the previous two weeks for Cx. quinquefasciatus, the southern house mosquito were 20.26 per trap night (PTN) and 7.6 PTN, respectively.

Disease
Agent
Tested
This
Month
Monthly
Positive
YTD
Tested
YTD
Positive
2021 To
Date
Tested
2021 To
Date
Positive
State-wide
Positive
YTD
West Nile
Virus
143 0 5,654 39 5,879 51 3,165
Dead Birds 6 0 281 1 375 7 186
Human
Infections
1 12 3 148

Scientific and Technical Services Department
2 County-wide, Monthly Average (Cx. quinquefasciatus, gravid trap, routine sites only) The 5-year weekly average for Week 49 is 19.5 PTN. This year (2022), for Week 49, we collected an average of 7.6 mosquitoes PTN (Parameters: Routine, Gravid, Fem. Cx. quinqs, Range: 1- 27).

Weekly Abundance vs. 5 year abundance: Countywide
0 0.05

0.1 0.15

0.2 0.25

0.3 0.35
0 10
20 30
40 50
60 70
80 1 3 5 7 9 11 13 15 17 19 21 23 25 27 29 31 33 35 37 39 41 43 45 47 49 51

JAN FEB MAR APR MAY JUNE JULY AUG SEPT OCT NOV DEC JAN
Abundance PTN
Precip. (inches)
Disease Week
2022 Weekly Abundance Vs. 5 Year Average

Scientific and Technical Services Department
3

Scientific and Technical Services Department
4 Flea-borne Typhus Activity:

One new human cases of flea-borne typhus reported by the Orange County Health Care Agency since the last report. This case was reported from Anaheim. The total is now 25 countywide.

Scientific and Technical Services Department
5 Year to date, the micro lab has tested a total of 751 flea samples and have recovered 60 samples with R.felis and 2 samples with R.typhi. Below is a breakdown of the testing effort. (Refer to map)
Disease Agent Monthly Tested Monthly Positive YTD Tested YTD Positive R. felis 30 3 751 60
R. typhi 30 0 720 2
Number of Pools Tested and Positives Per City, YTD:

City Number of
Pools
Number of
R.felis Pos
Number of
R.typhi Pos
Costa Mesa 2 1 0
Fullerton 10 0 0
Garden Grove 439 40 2
Orange 11 0 0
Stanton 186 7 0
La Habra 57 9 0
Midway City 9 1 0
San Clemente 1 0 0
Lake Forest 4 0 0
Villa Park 1 0 0
Tustin 10 2 0

INFORMATION ITEM: Department Report
Board Meeting Date: December 15, 2022
Department: Operations Department
Submitted By: Steve Shepherd, Director of Operations
The Operations team is ramping up to perform inspections of all 636 public schools over the next several months. Human cases of flea-borne typhus have increased dramatically in recent years and OCMVCD has documented conditions (such as dense harborage and animal burrowing) on school district properties throughout Orange County. The goal of a school site inspection is to identify potential mosquito breeding sources and any structural deficiencies which may harbor flea-bearing mammals. OCMVCD staff will attempt to meet with the school district’s IPM Manager, or a designated contact, for each inspection. A detailed follow-up report and resource materials will be provided for each school site. OCMVCD inspectors will also evaluate and address any potential vector sources that are adjacent to the campus. OCMVCD looks forward to developing a cooperative relationship with each school district and participating in the shared responsibility of managing potentially disease-causing vectors.

Operations staff is readying to rotate pesticide products in 2023. Pyroxylin, an insect growth regulator, has also been approved for use in Waters of the United States (WUS). This gives District staff more options for treating water bodies that eventually connect with natural bodies of water. New choices, and the regular rotation of pesticide active ingredients, prevents insecticide resistance, which is always a concern when there are only a limited number of public-health pesticides available on the market today.

Thanks,
Steve Shepherd
Director of Operations

CITY CLERK'S OFFICE
DATE: DECEMBER 20, 2022
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: MARCIA BROWN, CMC, CITY CLERK
SUBJECT: CITY COUNCIL APPOINTMENTS TO ORGANIZATIONS, AGENCIES, AND

COMMITTEES

RECOMMENDATION
It is recommended that Council vote on the appointments to various organizations, agencies and committees as per the Mayor’s recommendations.

BACKGROUND
At the Council meeting of December 6, 2022, the Mayor inquired of Council Member’s interest in serving on regional organizations, agencies, and committees. Ordinance No. 2009-928, adopted on March 17, 2009, states in part that the first Tuesday of each December the Mayor shall ask Council Members to state whether they are available and desire to serve a particular entity on the list of regional organizations, agencies, or committees. The Ordinance further states that the Mayor shall then consider the experience, special skills and workload of each Council Member and prepare written recommendations for presentation as a staff report at the next regular City Council meeting.

The appointments shall be affirmed by a majority vote of the City Council.

The following agencies pay a stipend or otherwise provide a financial benefit to the appointee: Orange County Fire Authority, Orange County Mosquito and Vector Control District and Transportation Corridor Agency. After Council appointments are confirmed, staff will file Form 806 on the City’s website, reporting the compensation paid by these agencies.

ALTERNATIVES
Ask for additional information and provide staff with further direction.

ATTACHMENTS

1. Mayor’s Recommendations of City Council Appointments to Organizations, Agencies and Committees

2. 2022 Appointments

CITY COUNCIL APPOINTMENTS TO

ORGANIZATIONS, AGENCIES AND COMMITTEES
2023

AGENCY/COMMITTEE DELEGATE ALTERNATE
ACC-OC Mayor Mayor Pro Tem
Bridges at Kraemer Place Community Advisory Board Campbell N/A Finance Committee Rodriguez Haney
Foothill/Eastern Transportation Corridor Agency Haney Campbell League of California Cities - OC Division Hernandez N/A Orange County City Selection Committee Mayor N/A
Orange County Council of Governments (OCCOG) Hernandez N/A Orange County Fire Authority Hernandez N/A
Orange County Mosquito and Vector Control District
Huang
2-Year Term Exp. 1/2025 N/A
Placentia Yorba Linda Unified School District Campbell Rodriguez Southern California Association of Governments Hernandez Rodriguez Santa Ana River Flood Protection Agency Lim Campbell
Trauma Intervention Program Lim Haney
Yorba Linda Chamber of Commerce Hernandez Lim
Yorba Linda Water District Hernandez Lim
YLWD/CC Joint Advisory Committee Hernandez Lim
Orange County Mayor's Committee Mayor Former Mayor

CITY COUNCIL APPOINTMENTS TO

ORGANIZATIONS, AGENCIES AND COMMITTEES
2022

AGENCY/COMMITTEE DELEGATE ALTERNATE
ACC-OC Mayor Mayor Pro Tem
Bridges at Kraemer Place Community Advisory Board Campbell N/A Finance Committee Rodriguez Haney
Foothill/Eastern Transportation Corridor Agency Huang Campbell League of California Cities - OC Division Huang N/A
Orange County City Selection Committee Mayor N/A
Orange County Council of Governments (OCCOG) Hernandez N/A Orange County Fire Authority Hernandez N/A
Orange County Mosquito and Vector Control District
Huang
2-Year Term Exp. 1/2/23 N/A
Placentia Yorba Linda Unified School District Campbell Rodriguez Southern California Association of Governments Rodriguez Huang Santa Ana River Flood Protection Agency Campbell Huang
Trauma Intervention Program Campbell Haney
Yorba Linda Chamber of Commerce Rodriguez Hernandez
Yorba Linda Water District Hernandez Haney
YLWD/CC Joint Advisory Committee Hernandez Haney
Orange County Mayor's Committee Rodriguez Huang

ADMINISTRATION DEPARTMENT
DATE: DECEMBER 20, 2022
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: DAVID CHRISTIAN, ASSISTANT CITY MANAGER
SUBJECT: AGREEMENT WITH FLOCK GROUP, INC. FOR AUTOMATIC LICENSE

PLATE READER CAMERAS

RECOMMENDATION
It is recommended that the City Council approve an agreement with Flock Group, Inc. (Flock Safety) in the amount of $114,600.00 for the installation and operation of 36 automatic license plate reader cameras throughout the City of Yorba Linda and authorize the City Manager to execute the agreement.

BACKGROUND
The Orange County Sheriff’s Department (OCSD) had requested earlier this year that the City consider purchasing automatic license plate reader cameras in order to improve the public safety services they provide to the community. Specifically, the cameras would enhance their ability to find stolen vehicles, find “persons of interest”, and conduct investigations. Because public safety has always been a top priority for the City of Yorba Linda, the Council approved a mid-term budget adjustment in June, 2022 for the acquisition of an automatic license plate reader camera system.

DISCUSSION
Flock Safety, a vendor based out of Atlanta, Georgia, provides a unique product for automatic license plate reader cameras. Flock Safety cameras do not just identify the license plate seen, but all the objects within the frame. Even if the vehicle does not have a tag, the image can be captured for review. What really makes their product unique is the user interface software. Their software provides a simple search of the database with unlimited user licenses. Within the software component, law enforcement can receive hotlist alerts and create custom alerts for plates under investigation. Flock Safety camera systems are live in over 600 cities in 38 states and over 210 police departments.

In Orange County, Flock Safety is currently being used by the cities of Anaheim, Buena Park, Dana Point, Fullerton, Laguna Hills, Laguna Niguel, Lake Forest, Los Alamitos, San Clemente, San Juan Capistrano, Seal Beach and Stanton. In addition, many homeowner’s associations and random neighborhoods utilize Flock Safety cameras, some of which are within the City of Yorba Linda. Because all Flock Safety cameras operate on the same

AGREEMENT WITH FLOCK GROUP, INC. FOR AUTOMATIC LICENSE PLATE

READER CAMERAS
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platform, this allows OCSD the ability to have a regional approach with regards to the use of the data and solving crimes. It should be noted that all data will be transmitted in encrypted form directly from the cameras to the cloud stored where it can be accessed only by law enforcement for a period of one year. Based on the above reasons, staff believes it is in the best interest of the City to forgo the competitive bidding process and award a contract to Flock Safety under the City’s sole source purchasing guidelines.

Staff from OCSD along with City staff have worked with Flock Safety to identify the various locations throughout the City that will best capture the ingress and egress of vehicles. In addition, most of the cameras will be mounted on existing City owned traffic or light poles and those that cannot, will be mounted on newly installed poles within the City’s right-ofway. The cameras are powered by solar energy and need no wiring to an existing power source and therefore can be installed in a relatively short period of time. Should Council approve this agreement, installation can begin right away after the permitting process is complete and should take only a couple of weeks to complete. It is anticipated that the system could be fully operational within a couple of months.

The agreement includes 36 automatic license plate reader cameras, at an annual subscription cost of $2,500 per year for each camera, as well as data storage costs of $300 per year for each camera for a total annual cost of $100,800. The one-time installation fee of $350 - $750 per camera will total $13,800. All maintenance, data hosting, and software access is included with the annual subscription cost. Therefore, the proposed costs are $114,600 for the first year and $100,800 for subsequent years. After the initial term, should the City wish not to renew the agreement, it may do so by providing a written notice 30 days prior to the end of the term. Otherwise, staff will continue to include an appropriate amount of funding in each year’s operating budget for Council to approve the annual renewal of the agreement.

FISCAL IMPACT
Sufficient funds have been appropriated in the current fiscal year budget. Staff will include sufficient funds in the upcoming two-year budget to complete the initial 12 month term as well as to maintain the annual renewals that will occur within that time frame.

ALTERNATIVES
Do not approve this agreement with Flock Safety and direct staff to investigate other public safety solutions or to prepare an RFP and bid the project.

ATTACHMENTS

1. Agreement with Flock Group, Inc. for Automatic License Plate Reader Cameras

ADDENDUM

CITY OF YORBA LINDA SUPPLEMENTAL CONDITIONS
For purposes of this Addendum to the Agreement between Flock Group, Inc. and the City of Yorba Linda, the term “Contractor” shall refer to Flock Group, Inc., and the term “City” shall be used to refer to the Customer, which is the City of Yorba Linda.

1. California Civil Code Compliance: Contractor is advised of, and agrees it will comply with the requirements of the California Civil Code, Division 3, Part 4, Title 1.81.23 COLLECTION OF LICENSE PLATE INFORMATION [§§1798.90.5 – 1798.90.55] as applicable to an automated license plate recognition (ALPR) operator (also referred to as an “ALPR operator”). Contractor shall maintain reasonable security procedures and practices to protect ALPR information from unauthorized access, destruction, use, modification or disclosure that are at least as protective as the “Flock Safety End to End Data Security Overview,” “Flock Safety CJIS Compliance Overview,” and “Flock Safety Internet Security Policy,” (collectively, referred to as the “Flock Security Policies”) as each such policy was in effect as of January 29, 2020. Any amendment to the Flock Security Policies shall be transmitted to the City within 10 days. In the event the City determines in its sole discretion that any amendment to the Flock Security Policies either substantially reduces the privacy or security of Customer Content (including ALPR Footage) or the amendments would violate any State or Federal law, then the City shall have the right to terminate the Agreement and Flock will refund to City a pro-rata portion of the pre-paid Fees for Services not received due to such termination.

2. Disclosure of Security Breach: Contractor is advised of the requirements of the California Civil Code, section 1798.29, requiring notification to any resident of California in the event of breach of the security of the system. Contractor agrees it will notify the City immediately (and in no event more than 48 hours) upon the occurrence of any breach in the security of data that impacts the City directly and that may potentially trigger the need for security breach notification pursuant to Civil Code section 1798.29 or similar State or Federal law. The parties agree that the City will control the timing and content of any required security breach notification, and agree that Contractor shall fully pay or reimburse the City for the costs of providing any security breach notification required by Civil Code, section 1798.29, or similar State or Federal law, resulting from any security breach of the Flock Safety platform.

3. Indemnification: To the fullest extent permitted by law, Contractor shall indemnify, defend with counsel reasonably acceptable to the City, and hold harmless the City and its officials, officers, employees, agents, contractors, contractors, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of or relating to any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Contractor or its employees, subcontractors, or DocuSign Envelope ID: EFC97B4D-26EB-4C1E-AD51-E770BB773C07

agents. The foregoing obligation of Contractor shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, contractors, contractors, or volunteers and (2) the actions of Contractor or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under the contract does not relieve Contractor from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause is a material element of the Agreement and shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. This Section 3 shall survive termination or expiration of this Agreement. Contractor’s indemnification obligation pursuant to this Section shall not be limited by any disclaimer or limitation of liability in the Agreement, including but not limited to, Sections 2.1, 7.4 and 8 of the Government Agency Agreement.

4. Infringement: Without limiting the generality or applicability of Section 3, above, if a third party makes a claim against the City that any use of the Services in accordance with the terms of this Agreement infringes such third party’s intellectual property rights, Contractor, at its sole cost and expense, will defend City against the claim and indemnify City from the damages, losses, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by Contractor, provided that City: (i) notifies Contractor promptly in writing of the claim; (ii) gives Contractor sole control of the defense and any settlement negotiations: and (iii) gives Contractor reasonable assistance in the defense of such claim. If Contractor believes or it is determined that the Services violated a third party’s intellectual property rights, Contractor may choose to either modify the Services to be non-infringing or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, Contractor may terminate City’s use rights and refund any unused, prepaid fees City may have paid to Contractor.

5. California Public Records Act Compliance: Notwithstanding Section 4 of the Government Agency Agreement, Contractor expressly understands that City is a public agency subject to the California Public Records Act (Cal. Government Code § 6250 et seq.). In the event that City receives a public records request seeking the disclosure of information that Contractor has designated as its “Proprietary Information,” City shall notify Contractor, and Contractor shall be allowed to take any reasonable action to preserve the confidentiality of such information. City’s obligation shall only extend to notifying Contractor of the request, and City shall have no obligation to preserve the confidentiality unless doing so is in full compliance with the law.

6. Independent Contractor: It is expressly agreed that Contractor is to perform the services described herein as an independent contractor pursuant to California Labor Code Section 3353.

Nothing contained herein shall in any way be construed to make Contractor or any of its agents or employees, an agent, employee or representative of the City. Contractor shall be entirely responsible for the compensation of any employees used by Contractor in providing said services.

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7. Subcontractors: Notwithstanding Section 2.1 of the Government Agency Agreement, if Contractor utilizes a third-party subcontractor of other vendor to provide the Services under this Agreement, Contractor shall ensure that such subcontractor(s) or vendor(s) complies with the terms of this Agreement, and shall be jointly and severally liable with the subcontractor/vendor for any breach by the subcontractor/vendor.

8. Insurance: During the entire term of this Agreement and any extension or modification thereof, the Contractor shall keep in effect insurance policies meeting the following insurance requirements: See Exhibit A – Insurance Requirements.

9. Appropriation: City’s funding of this Agreement shall be on a fiscal year basis (July 1 to June 30) and is subject to annual appropriations. Contractor acknowledges that the City is a municipal corporation and is precluded by the California Constitution and other laws from entering into obligations that financially bind future governing bodies. Nothing in this Agreement shall constitute an obligation of future governing bodies to appropriate funds for the purposes of this Agreement. The parties agree that the Initial Term and any renewal term(s) is contingent upon the appropriation of funds by the City. This Agreement will terminate immediately if funds necessary to continue the Agreement are not appropriated. City shall pay Contractor for any services performed in accordance with this Agreement up to the date of termination.

10. Assignment: Contractor shall not assign this Agreement, or any part thereof, or any right of the Contractor hereunder without the prior written consent of the City. Notwithstanding, for purposes of this Contract, a merger, acquisition, reorganization, spin-off or other transaction involving a transfer of substantially all of the assets or common stock of either party hereto shall not be deemed an assignment.

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EXHIBIT A

INSURANCE REQUIREMENTS

10.1 Without limiting Contractor's indemnification obligations, Contractor shall not undertake the services contemplated hereunder until Contractor has obtained all of the insurance required herein from a company or companies acceptable to City, and Contractor shall maintain all such insurance in full force and effect at all times during the term of this License and any extension or renewal thereof.

Insurance shall be placed with insurers having a current A.M. Best rating of no less than A-:VII or equivalent or as otherwise approved by City.

10.2 Contractor shall take out and maintain the following insurance:

10.2.1 Workers’ Compensation and Employer's Liability Insurance. Contractor shall cover or insure as required by applicable laws relating to workers’ compensation insurance all of its employees performing the services contemplated hereunder, in accordance with the “Workers' Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any Acts amendatory thereof. Contractor shall provide worker's compensation insurance and employer's liability insurance with limits not less than One Million Dollars ($1,000,000) each occurrence, One Million Dollars ($1,000,000) disease policy limit, and One Million Dollars ($1,000,000) disease each employee. Such policy of workers compensation insurance shall contain the following separate endorsements:
(a) “Insurer waives all rights of subrogation against the City of Yorba Linda, its officers, directors, employees, representatives and volunteers.” (b) “This insurance policy shall not be suspended, voided, reduced in coverage or in limits, cancelled, limited, non-renewed or materially changed for any reason by the insurer until thirty (30) days after receipt by the City of Yorba Linda of a written notice of such cancellation, limitation or reduction of coverage.”

10.2.2 Commercial General Liability Insurance providing coverage in the following minimum limits:
(a) Combined single limit of One Million Dollars ($1,000,000) per occurrence for Bodily Injury, Personal Injury or Death and Property. (b) Damage Coverage shall be at least as broad as Insurance Services Office (ISO) Commercial General Liability coverage (occurrence Form CG 0001). (c) If Commercial General Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the project/location (with the ISO CG 2503 or ISO CG 2504, or insurer's equivalent endorsement provided to City), or the general aggregate limit shall be twice the required occurrence limit.

10.2.3 Comprehensive Automobile Liability Insurance, including owned, non-owned, leased, hired, and borrowed automobiles and similar vehicles, providing the following minimum limits:

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(a) Combined single limit of One Million Dollars ($1,000,000) per occurrence for Bodily Injury or Death and Property Damage.
(b) Coverage shall be at least as broad as Insurance Services Office (ISO) Business and Auto Coverage (Form CA 0001) covering any auto.

10.2.4 Professional Liability. Contractor shall provide coverage appropriate to the Contractor's profession covering Contractor's wrongful acts, negligent actions, errors or omissions. The retroactive date (if any) is to be no later than the effective date of this Agreement. Contractor shall maintain such coverage continuously for a period of at least three years after the completion of the contract work.

Contractor shall purchase a one-year extended reporting period i) if the retroactive date is advanced past the effective date of this Agreement; ii) if the policy is canceled or not renewed; or iii) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. The limits shall be no less than $1,000,000 per claim and annual aggregate.

10.3 Endorsements. The policies of liability insurance provided for in Paragraphs 5.2.2 through

5.2.4 shall specify that this specific Agreement is insured and that coverage for injury to participants resulting from Contractor's activities is not excluded, and shall be in a form satisfactory to City and contain the following separate endorsements:
(a) “The City of Yorba Linda, its officers, directors, employees, representatives and volunteers, are declared to be additional insureds on all of the above policies with respects to the operations and activities of the named insured at or from the premises of the City of Yorba Linda. The coverage shall contain no special limitations on the scope of protection afforded to the City of Yorba Linda, its officers, directors, employees, representatives and volunteers.”
(b) “This insurance policy shall not be suspended, voided, reduced in coverage or in limits, canceled, limited, non-renewed, or materially changed for any reason until thirty (30) days after receipt by the City of Yorba Linda of a written notice of such cancellation, limitation or reduction of coverage.”
(c) “This insurance policy is primary insurance and no insurance held or owned by the designated additional insureds shall be called upon or looked to cover a loss under said policy; the City of Yorba Linda shall not be liable for the payment of premiums or assessments on this policy.”
(d) “Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City of Yorba Linda, its officers, directors, employees, representatives, or volunteers.” (e) “This insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.”

10.4 Evidence of Coverage. Contractor shall at the time of the execution of the Agreement present to City the original policies of insurance required by this Section 5 or a certificate of the insurance, with separate endorsements (Insurance Services Office Form CG 2026, or equivalent), showing the issuance of such insurance and the additional insured and other provisions and endorsements required DocuSign Envelope ID: EFC97B4D-26EB-4C1E-AD51-E770BB773C07

herein and copies of all endorsements signed by the insurer's representative. All policies shall contain the Contractor's name and location of the Premises on the certificate. At least thirty (30) days prior to the expiration of any such policy, a signed complete certificate of insurance, with all endorsements provided herein, showing that such insurance coverage has been renewed or extended, shall be filed with City.

Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

10.5 Review of Coverage. City shall have the right at any time to review the coverage, form, and limits of insurance required under this Agreement. If, in the sole and absolute discretion of City, the insurance provisions in this Agreement do not provide adequate protection for City, City shall have the right to require Contractor to obtain insurance sufficient in coverage, form and limits to provide adequate protection and Contractor shall promptly comply with any such requirement. City's requirements shall not be unreasonable, but shall be adequate in the sole opinion of City to protect against the kind and extent of risks which may exist at the time a change of insurance is required, or thereafter.

10.6 Deductibles. Any and all deductibles must be declared and approved by City prior to execution of this Agreement.

10.7 Agreement Contingent Upon Coverage. Notwithstanding any other provision of this Agreement, this Agreement shall be null and void at all times when the above-referenced original policies of insurance or Certificate of Insurance or Renewal Certificates or Endorsements are not on file with City.

10.8 Workers’ Compensation Insurance. By his/her signature hereunder, Contractor certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing the performance of the work of this Agreement. To the extent required by law, Contractors and subcontractors will keep Workers' Compensation Insurance for their employees in effect during all work covered by this Agreement. In the event Contractor has no employees requiring Contractor to provide Workers' Compensation Insurance, Contractor shall so certify to the City in writing prior to the City's execution of this Agreement. The City shall not be responsible for any claims in law or equity occasioned by failure of the Contractor to comply with this section or with the provisions of law relating to Worker's Compensation.

10.9 Indemnification. Contractor shall indemnify, defend, and hold City and City's agents, officers, and employees (“City Personnel”) harmless from and against any and all actions, suits, claims, demands, judgments, attorney's fees, costs, damages to persons or property, losses, penalties, obligations, expenses or liabilities (herein "claims" or "liabilities") that may be asserted or claimed by any person or entity arising out of the negligence, recklessness, or willful misconduct of Contractor, its employees, agents, representatives or subcontractors in the performance of any tasks or services for or on behalf of City, whether or not there is concurrent active or passive negligence on the part of City and/or City Personnel, but excluding such claims or liabilities arising from the sole active negligence or willful misconduct of City or City Personnel. In connection therewith:

10.9.1 Contractor shall defend any action or actions filed in connection with any such claims or liabilities, and shall pay all costs and expenses, including attorney's fees incurred in connection therewith.

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10.9.2 Contractor shall promptly pay any judgment rendered against City or any City Personnel for any such claims or liabilities.

10.9.3 In the event City and/or any City Personnel is made a party to any action or proceeding filed or prosecuted for any such damages or other claims arising out of or in connection with the negligence, recklessness, or willful misconduct of Contractor, Contractor shall pay to City any and all costs and expenses incurred by City or City Personnel in such action or proceeding, together with reasonable attorney's fees and expert witness fees.

10.9.4 The foregoing provisions of this Section are intended to be, and shall be, interpreted in a manner that is consistent with Civil Code Section 2782.8 as it exists as of the effective date of the Agreement.

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FLOCK GROUP INC.

SERVICES AGREEMENT

ORDER FORM
This Order Form together with the Terms (as defined herein) describe the relationship between Flock Group Inc. (“Flock”) and the customer identified below (“Agency”) (each of Flock and Customer, a ”Party”). This order form (“Order Form”) hereby incorporates and includes the “GOVERNMENT AGENCY AGREEMENT” attached (the “Terms”) which describe and set forth the general legal terms governing the relationship (collectively, the "Agreement" ). The Terms contain, among other things, warranty disclaimers, liability limitations and use limitations.

The Agreement will become effective when this Order Form is executed by both Parties (the “Effective Date”).

Agency: CA - City of Yorba Linda
Legal Entity Name:

Contact Name: Dave Christian
Address:
4845 Casa Loma Ave
Yorba Linda, California 92886
Phone: (714) 961-7107
E-Mail: [email protected]
Expected Payment Method: Billing Contact:
(if different than above)
Initial Term: 12 months
Renewal Term: 12 months
Billing Term: Annual payment due Net 30 per terms
and conditions
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Professional Services and One-Time Purchases
Name Price/Usage Fee QTY Subtotal
Professional Services - Standard Implementation Fee $350.00 33.00 $11,550.00 Professional Services - Advanced Implementation
Fee
$750.00 3.00 $2,250.00
Extended data retention (Up to 1 Year) $300.00 36.00 $10,800.00 Hardware and Software Products
Annual recurring amounts over subscription term
Name Price/Usage Fee QTY Subtotal
Falcon $2,500.00 36.00 $90,000.00
Subtotal Year 1: $114,600.00
Subscription Term: 12 Months
Annual Recurring Total: $100,800.00
Estimated Sales Tax: $0.00
Total Contract Amount: $114,600.00
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I have reviewed and agree to the Customer Implementation Guide on Schedule B at the end of this agreement.

By executing this Order Form, Agency represents and warrants that it has read and agrees all of the terms and conditions contained in the Terms attached. The Parties have executed this Agreement as of the dates set forth below.

FLOCK GROUP, INC. Agency: CA - City of Yorba Linda
By: By:

Name: Name:

Title: Title:

Date: Date:

DocuSign Envelope ID: EFC97B4D-26EB-4C1E-AD51-E770BB773C07 12/14/2022
Mark Smith
General Counsel

GOVERNMENT AGENCY AGREEMENT
This Government Agency Agreement (this “Agreement”) is entered into by and between Flock Group, Inc. with a place of business at 1170 Howell Mill Rd NW Suite 210, Atlanta, GA 30318 (“Flock”) and the police department or government agency identified in the signature block of the Order Form (“Agency”) (each a “Party,” and together, the “Parties”).

RECITALS
WHEREAS, Flock offers a software and hardware situational awareness solution for automatic license plates, video and audio detection through Flock’s technology platform (the “Flock Service”), and upon detection, the Flock Services are capable of capturing audio, video, image, and recording data and can provide notifications to Agency upon the instructions of Non-Agency End User (as defined below) (“Notifications”); WHEREAS, Agency desires access to the Flock Service on existing cameras, provided by Agency, or Flock provided Flock Hardware (as defined below) in order to create, view, search and archive Footage and receive Notifications, including those from Non-Agency End Users of the Flock Service (where there is an investigative or bona fide lawful purpose) such as schools, neighborhood homeowners associations, businesses, and individual users; WHEREAS, Flock deletes all Footage after a one (1) year retention period, (excluding Wing Replay which is deleted after seven (7) days. Agency is responsible for extracting, downloading and archiving Footage from the Flock System on its own storage devices for auditing for prosecutorial/administrative purposes; and WHEREAS, Flock desires to provide Agency the Flock Service and any access thereto, subject to the terms and conditions of this Agreement, solely for the awareness, prevention, and prosecution of crime, bona fide investigations by police departments, and archiving for evidence gathering (“Permitted Purpose”).

AGREEMENT
NOW, THEREFORE, Flock and Agency agree that this Agreement, and any addenda attached hereto or referenced herein, constitute the complete and exclusive statement of the Agreement of the Parties with respect to the subject matter of this Agreement, and replace and supersede all prior agreements, term sheets, purchase orders, correspondence, oral or written communications and negotiations by and between the Parties.

1. DEFINITIONS
Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross-referenced in this Section 1.

1.1 “Advanced Search” means the provision of Services, via the web interface using Flock’s software applications, which utilize advanced evidence delivery capabilities including convoy analysis, multi-geo search, visual search, cradlepoint integration for automatic vehicle location, and common plate analysis.

1.2 “Agency Data” means the data, media and content provided by Agency through the Services. For the avoidance of doubt, the Agency Data will include the Footage.

1.3 “Agency Generated Data” means the messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, other information or materials posted, uploaded, displayed, published, distributed, transmitted, broadcasted, or otherwise made available on or submitted through the Wing Suite.

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1.4. “Agency Hardware” means the third-party camera owned or provided by Agency and any other physical elements that interact with the Embedded Software and the Web Interface to provide the Services.

1.5. “Aggregated Data” means information that relates to a group or category of individuals, from which any potential individuals’ personal identifying information has been permanently “anonymized” by commercially available standards to irreversibly alter data in such a way that a data subject (i.e., individual person or impersonal entity) can no longer be identified directly or indirectly.

1.6 “Authorized End User(s)” means any individual employees, agents, or contractors of Agency accessing or using the Services through the Web Interface, under the rights granted to Agency pursuant to this Agreement.

1.7 “Deployment Plan” means the strategic geographic mapping of the location(s) and implementation of Flock Hardware, and/or other relevant Services required under this Agreement.

1.8 “Documentation” means text and/or graphical documentation, whether in electronic or printed format, that describe the features, functions and operation of the Services which are provided by Flock to Agency in accordance with the terms of this Agreement.

1.9 “Embedded Software” means the software and/or firmware embedded or preinstalled on the Flock Hardware or Agency Hardware.

1.10 “Falcon Flex” means an infrastructure-free, location-flexible license plate reader camera that enables the Agency to self-install.

1.11 “Flock Hardware” means the Flock cameras or device, pole, clamps, solar panel, installation components, and any other physical elements that interact with the Embedded Software and the Web Interface to provide the Flock Services.

1.12 “Flock IP” means the Services, the Documentation, the Embedded Software, the Installation Services, and any and all intellectual property therein or otherwise provided to Agency and/or its Authorized End Users in connection with the foregoing.

1.13 “Flock Safety Falcon™” means an infrastructure-free license plate reader camera that utilizes Vehicle Fingerprint™ technology to capture vehicular attributes.

1.14 “Flock Safety Raven™” means an audio detection device that provides real-time alerting to law enforcement based on programmed audio events such as gunshots, breaking glass, and street racing.

1.15 “Flock Safety Sparrow™” means an infrastructure-free license plate reader camera for residential roadways that utilizes Vehicle Fingerprint™ technology to capture vehicular attributes.

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

1.18 “Hotlist(s)” means a digital file containing alphanumeric license plate related information pertaining to vehicles of interest, which may include stolen vehicles, stolen vehicle license plates, vehicles owned or associated with wanted or missing person(s), vehicles suspected of being involved with criminal or terrorist activities, and other legitimate law enforcement purposes. Hotlist also includes, but is not limited to, national data (i.e. NCIC) for similar categories, license plates associated with AMBER Alerts or Missing Persons/Vulnerable Adult Alerts, and includes manually entered license plate information associated with crimes that have occurred in any local jurisdiction.

1.19 “Implementation Fee(s)” means the monetary fees associated with the Installation Services, as defined below.

1.20 “Installation Services” means the services provided by Flock for installation of Agency Hardware and/or Flock Hardware, including any applicable installation of Embedded Software on Agency Hardware.

1.21 “Non-Agency End User(s)” means any individual, entity, or derivative therefrom, authorized to use the Services through the Web Interface, under the rights granted to pursuant to the terms (or to those materially similar) of this Agreement.

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

1.23 “Support Services” means Monitoring Services, as defined in Section 2.10 below.

1.24 “Usage Fee” means the subscription fees to be paid by the Agency for ongoing access to Services.

1.25 “Web Interface” means the website(s) or application(s) through which Agency and its Authorized End Users can access the Services, in accordance with the terms of this Agreement.

1.26 “Wing Suite” means the Flock interface which provides real-time access to the Flock Services, location of Flock Hardware, Agency Hardware, third-party cameras, live-stream video, Wing Livestream, Wing LPR, Wing Replay, alerts and other integrations.

1.27 “Wing Livestream” means real-time video integration with third-party cameras via the Flock interface.

1.28 “Wing LPR” means software integration with third-party cameras utilizing Flock’s Vehicle Fingerprint Technology™ for license plate capture.

1.29 “Wing Replay” means enhanced situational awareness encompassing Footage retention, replay ability, and downloadable content from Hot Lists integrated from third-party cameras.

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

2. SERVICES AND SUPPORT

2.1 Provision of Access. Subject to the terms of this Agreement, Flock hereby grants to Agency a non-exclusive, non-transferable right to access the features and functions of the Services via the Web Interface during the Term, solely for the Authorized End Users. The Footage will be available for Agency’s designated administrator, listed on the Order Form, and any Authorized End Users to access and download via the Web Interface for one year.

Authorized End Users will be required to sign up for an account and select a password and username (“User ID”).

Flock will also provide Agency with the Documentation to be used in accessing and using the Services. Agency shall be responsible for all acts and omissions of Authorized End Users, and any act or omission by an Authorized End User which, if undertaken by Agency, would constitute a breach of this Agreement, shall be deemed a breach of this Agreement by Agency. Agency shall undertake reasonable efforts to make all Authorized End Users aware of the provisions of this Agreement as applicable to such Authorized End User’s use of the Services and shall cause Authorized End Users to comply with such provisions. Flock may use the services of one or more third parties to deliver any part of the Services, (such as using a third party to host the Web Interface for cloud storage or a cell phone provider for wireless cellular coverage) which makes the Services available to Agency and Authorized End Users. Warranties provided by said third party service providers are the agency’s sole and exclusive remedy and Flock’s sole and exclusive liability with regard to such third-party services, including without limitation hosting the Web Interface. Agency agrees to comply with any acceptable use policies and other terms of any third-party service provider that are provided or otherwise made available to Agency from time to time.

2.2 Embedded Software License. Subject to all terms of this Agreement, Flock grants Agency a limited, nonexclusive, non-transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the Embedded Software as installed on the Flock Hardware or Agency Hardware; in each case, solely as necessary for Agency to use the Services.

2.3 Documentation License. Subject to the terms of this Agreement, Flock hereby grants to Agency a nonexclusive, non-transferable right and license to use the Documentation during the Term in connection with its use of the Services as contemplated herein, and under Section 2.5 below.

2.4 Wing Suite License. Subject to all terms of this Agreement, Flock grants Agency a limited, non-exclusive, nontransferable, non-sublicensable (except to the Authorized End Users), revocable right to use the Wing Suite software and interface.

2.5 Usage Restrictions.

2.5.1 Flock IP. The permitted purpose for usage of the Flock Hardware, Agency Hardware, Documentation, Services, support, and Flock IP are solely to facilitate gathering evidence that could be used in a DocuSign Envelope ID: EFC97B4D-26EB-4C1E-AD51-E770BB773C07

lawful criminal investigation by the appropriate government agency (“Permitted Purpose”). Agency will not, and will not permit any Authorized End Users to, (i) copy or duplicate any of the Flock IP; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to obtain or perceive the source code from which any software component of any of the Flock IP is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Flock IP; (iii) attempt to modify, alter, tamper with or repair any of the Flock IP, or attempt to create any derivative product from any of the foregoing; (iv) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Flock IP; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within any of the Services or Flock IP; (vi) use the Services, support, Flock Hardware, Documentation, or the Flock IP for anything other than the Permitted Purpose; or (vii) assign, sublicense, sell, resell, lease, rent, or otherwise transfer, convey, pledge as security, or otherwise encumber, Agency’s rights under Sections 2.1, 2.2, 2.3, or 2.4.

2.5.2. Flock Hardware. Agency understands that all Flock Hardware is owned exclusively by Flock, and that title to any Flock Hardware does not pass to Agency upon execution of this Agreement. Except for Falcon Flex products, which are designed for self-installation, Agency is not permitted to remove, reposition, re-install, tamper with, alter, adjust or otherwise take possession or control of Flock Hardware. Notwithstanding the notice and cure period set for in Section 6.3, Agency agrees and understands that in the event Agency is found to engage in any of the restricted actions of this Section 2.5.2, all warranties herein shall be null and void, and this Agreement shall be subject to immediate termination (without opportunity to cure) for material breach by Agency.

2.6 Retained Rights; Ownership. As between the Parties, subject to the rights granted in this Agreement, Flock and its licensors retain all right, title and interest in and to the Flock IP and its components, and Agency acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by this Agreement. Agency further acknowledges that Flock retains the right to use the foregoing for any purpose in Flock’s sole discretion. There are no implied rights.

2.7 Suspension.

2.7.1 Service Suspension. Notwithstanding anything to the contrary in this Agreement, Flock may temporarily suspend Agency’s and any Authorized End User’s access to any portion or all of the Flock IP or Flock Service if Flock reasonably determines that (a) there is a threat or attack on any of the Flock IP by Agency; (b) Agency’s or any Authorized End User’s use of the Flock IP disrupts or poses a security risk to the Flock IP or any other customer or vendor of Flock; (c) Agency or any Authorized End User is/are using the Flock IP for fraudulent or illegal activities; (d) Agency has violated any term of this provision, including, but not limited to, utilizing the Services for anything other than the Permitted Purpose; or (e) any unauthorized access to Flock Services through Agency’s account (“Service Suspension”). Agency shall not be entitled to any remedy for the Service Suspension period, including any reimbursement, tolling, or credit.

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2.7.2 Service Interruption. Services may be interrupted in the event that: (a) Flock’s provision of the Services to Agency or any Authorized End User is prohibited by applicable law; (b) any third-party services required for Services are interrupted; (c) if Flock reasonably believe Services are being used for malicious, unlawful, or otherwise unauthorized use; (d) there is a threat or attack on any of the Flock IP by a third party; or (e) scheduled or emergency maintenance (“Service Interruption”). Flock will make commercially reasonable efforts to provide written notice of any Service Interruption to Agency and to provide updates regarding resumption of access to Flock Services. Flock will use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Interruption is cured. Flock will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Agency or any Authorized End User may incur as a result of a Service Interruption. To the extent that the Service Interruption is not caused by Agency’s direct actions or by the actions of parties associated with the Agency, the expiration of the Term will be tolled by the duration of the Service Interruption (for any continuous suspension lasting at least one full day) prorated for the proportion of cameras on the Agency’s account that have been impacted. For example, in the event of a Service Interruption lasting five (5) continuous days, Agency will receive a credit for five (5) free days at the end of the Term.

2.8 Installation Services.

2.8.1 Designated Locations. For installation of Flock Hardware, excluding Falcon Flex products, prior to performing the physical installation of the Flock Hardware, Flock shall advise Agency on the location and positioning of the Flock Hardware for optimal license plate image capture, as conditions and location allow. Flock may consider input from Agency regarding location, position and angle of the Flock Hardware (“Designated Location”) and collaborate with Agency to design the Deployment Plan confirming the Designated Locations. Flock shall have final discretion on location of Flock Hardware. Flock shall have no liability to Agency resulting from any poor performance, functionality or Footage resulting from or otherwise relating to the Designated Locations or delay in installation due to Agency’s delay in confirming Designated Locations, in ordering and/or having the Designated Location ready for installation including having all electrical work preinstalled and permits ready, if necessary. After installation, any subsequent changes to the Deployment Plan (“Reinstalls”) will incur a charge for Flock’s thencurrent list price for Reinstalls, as listed in the then-current Reinstall policy (available at https://www.flocksafety.com/reinstall-fee-schedule) and any equipment fees. For clarity, Agency will receive prior notice and provide approval for any such fees. These changes include but are not limited to re-positioning, adjusting of the mounting, re-angling, removing foliage, replacement, changes to heights of poles, regardless of whether the need for Reinstalls related to vandalism, weather, theft, lack of criminal activity in view, and the like. Flock shall have full discretion on decision to reinstall Flock Hardware.

2.8.2 Agency Installation Obligations. Agency agrees to allow Flock and its agents reasonable access in and near the Designated Locations at all reasonable times upon reasonable notice for the purpose of performing the installation work. Although Flock Hardware is designed to utilize solar power, certain Designated Locations may require a reliable source of 120V or 240V AC power. In the event adequate solar power is not available, Agency is solely responsible for costs associated with providing a reliable source of 120V or 240V AC power to Flock Hardware. Flock will provide solar options to supply power at each Designated Location. If Agency refuses DocuSign Envelope ID: EFC97B4D-26EB-4C1E-AD51-E770BB773C07

recommended solar options, Agency waives any reimbursement, tolling, or credit for any suspension period of Flock Services due to low solar power. Additionally, Agency is solely responsible for (i) any permits or associated costs, and managing the permitting process of installation of cameras or AC power; (ii) any federal, state, or local taxes including property, license, privilege, sales, use, excise, gross receipts, or other similar taxes which may now or hereafter become applicable to, measured by or imposed upon or with respect to the installation of the Flock Hardware, its use (excluding tax exempt entities), or (iii) any other supplementary cost for services performed in connection with installation of the Flock Hardware, including but not limited to contractor licensing, engineered drawings, rental of specialized equipment, or vehicles, third-party personnel (i.e. Traffic Control Officers, Electricians, State DOT-approved poles, etc., if necessary), such costs to be approved by the Agency (“Agency Installation Obligations”). In the event that a Designated Location for Flock Hardware requires permits, Flock may provide the Agency with a temporary alternate location for installation pending the permitting process. Once the required permits are obtained, Flock will relocate the Flock Hardware from the temporary alternate location to the permitted location at no additional cost. Without being obligated or taking any responsibility for the foregoing, Flock may pay and invoice related costs to Agency if Agency did not address them prior to the execution of this Agreement or a third party requires Flock to pay. Agency represents and warrants that it has, or shall lawfully obtain, all necessary right title and authority and hereby authorizes Flock to install the Flock Hardware at the Designated Locations and to make any necessary inspections or tests in connection with such installation.

2.8.3 Flock’s Obligations. Installation of Flock Hardware shall be installed in a workmanlike manner in accordance with Flock’s standard installation procedures, and the installation will be completed within a reasonable time from the time that the Designated Locations are confirmed. Upon removal of Flock Hardware, Flock shall restore the location to its original condition, ordinary wear and tear excepted. Following the initial installation of the Flock Hardware and any subsequent Reinstalls or maintenance operations, Flock’s obligation to perform installation work shall cease; however, for the sole purpose of validating installation, Flock will continue to monitor the performance of Flock Hardware for the length of the Term and will receive access to the Footage for a period of seven (7) business days after the initial installation for quality control and provide any necessary maintenance. Labor may be provided by Flock or a third-party. Flock is not obligated to install, reinstall, or provide physical maintenance to Agency Hardware. Notwithstanding anything to the contrary, Agency understands that Flock will not provide installation services for Falcon Flex products.

2.8.4 Ownership of Hardware. Flock Hardware shall remain the personal property of Flock and will be removed upon the natural expiration of this Agreement at no additional cost to Agency. Agency shall not perform any acts which would interfere with the retention of title of the Flock Hardware by Flock. Should Agency default on any payment of the Flock Services, Flock may remove Flock Hardware at Flock’s discretion. Such removal, if made by Flock, shall not be deemed a waiver of Flock’s rights to any damages Flock may sustain as a result of Agency’s default and Flock shall have the right to enforce any other legal remedy or right.

2.9 Hazardous Conditions. Unless otherwise stated in the Agreement, Flock’s price for its services under this Agreement does not contemplate work in any areas that contain hazardous materials, or other hazardous conditions, including, without limit, asbestos, lead, toxic or flammable substances. In the event any such hazardous materials DocuSign Envelope ID: EFC97B4D-26EB-4C1E-AD51-E770BB773C07

are discovered in the designated locations in which Flock is to perform services under this Agreement, Flock shall have the right to cease work immediately in the area affected until such materials are removed or rendered harmless.

2.10 Support Services. Subject to the payment of fees, Flock shall monitor the performance and functionality of Flock Services and may, from time to time, advise Agency on changes to the Flock Services, Installation Services, or the Designated Locations which may improve the performance or functionality of the Services or may improve the quality of the Footage. The work, its timing, and the fees payable relating to such work shall be agreed by the Parties prior to any alterations to or changes of the Services or the Designated Locations (“Monitoring Services”).

Flock will use commercially reasonable efforts to respond to requests for support. Flock will provide Agency with reasonable technical and on-site support and maintenance services (“On-Site Services”) in-person or by email at [email protected], at no additional cost. Notwithstanding anything to the contrary, Agency is solely responsible for installation of Falcon Flex products. Agency further understands and agrees that Flock will not provide monitoring services or on-site services for Falcon Flex.

2.11 Special Terms. From time to time, Flock may offer certain special terms related to guarantees, service and support which are indicated in the proposal and on the Order Form and will become part of this Agreement, upon Agency’s prior written consent (“Special Terms”). To the extent that any terms of this Agreement are inconsistent or conflict with the Special Terms, the Special Terms shall control.

2.12 Upgrades to Platform. Flock may, in its sole discretion, make any upgrades to system or platform that it deems necessary or useful to (i) maintain or enhance (a) the quality or delivery of Flock’s products or services to its agencies, (b) the competitive strength of, or market for, Flock’s products or services, (c) such platform or system’s cost efficiency or performance, or (ii) to comply with applicable law. Parties understand that such upgrades are necessary from time to time and will not materially change any terms or conditions within this Agreement.

3. RESTRICTIONS AND RESPONSIBILITIES

3.1 Agency Obligations. Flock will assist Agency Authorized End Users in the creation of a User ID. Agency agrees to provide Flock with accurate, complete, and updated registration information. Agency may not select as its User ID a name that Agency does not have the right to use, or another person’s name with the intent to impersonate that person. Agency may not transfer its account to anyone else without prior written permission of Flock. Agency will not share its account or password with anyone and must protect the security of its account and password. Unless otherwise stated and defined in this Agreement, Agency may not designate Authorized End Users for persons who are not officers, employees, or agents of Agency. Authorized End Users shall only use Agency-issued email addresses for the creation of their User ID. Agency is responsible for any activity associated with its account.

Agency shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services. Agency will, at its own expense, provide assistance to Flock, including, but not limited to, by means of access to, and use of, Agency facilities, as well as by means of assistance from Agency personnel to the limited extent any of the foregoing may be reasonably necessary to enable Flock to perform its DocuSign Envelope ID: EFC97B4D-26EB-4C1E-AD51-E770BB773C07

obligations hereunder, including, without limitation, any obligations with respect to Support Services or any Installation Services.

3.2 Agency Representations and Warranties. Agency represents, covenants, and warrants that Agency will use the Services only in compliance with this Agreement and all applicable laws and regulations, including but not limited to any laws relating to the recording or sharing of video, photo, or audio content. Although Flock has no obligation to monitor Agency ’s use of the Services, Flock may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

4. CONFIDENTIALITY; AGENCY DATA

4.1 Confidentiality. To the extent allowable by applicable FOIA and state-specific Public Records Acts, each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Flock includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Agency includes non-public data provided by Agency to Flock or collected by Flock via the Flock Hardware or Agency Hardware, to enable the provision of the Services, which includes but is not limited to geolocation information and environmental data collected by sensors . The Receiving Party agrees: (i) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the Party takes with its own proprietary information, but in no event will a Party apply less than reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. Flock’s use of the Proprietary Information may include processing the Proprietary Information to send Agency alerts, or to analyze the data collected to identify motion or other events. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. For clarity, Flock may access, use, preserve and/or disclose the Footage to law enforcement authorities, government officials, and/or third parties, if legally required to do so or if Flock has a good faith belief that such access, use, preservation or disclosure is reasonably necessary to: (a) comply with a legal process or request; (b) enforce this Agreement, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Flock, its users, a third party, or the public as required or permitted by law, including respond to an emergency situation. Flock may store deleted Footage in order to comply with certain legal obligations, but such retained Footage will not be retrievable without a valid court order.

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4.2 Agency Data. As between Flock and Agency, all right, title and interest in the Agency Data, belong to and are retained solely by Agency. Agency hereby grants to Flock a limited, non-exclusive, royalty-free, worldwide license to (i) use the Agency Data and perform all acts with respect to the Agency Data as may be necessary for Flock to provide the Flock Services to Agency, including without limitation the Support Services set forth in Section 2.10 above, and a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid license to use, reproduce, modify, display, and distribute the Agency Data as a part of the Aggregated Data, (ii) disclose the Agency Data (both inclusive of any Footage) to enable law enforcement monitoring for elected law enforcement Hotlists as well as provide Footage search access to law enforcement for investigative purposes only, and (iii) and obtain Aggregated Data as set forth below in Section 4.5. As between Agency and Non-Agency End Users that have prescribed access of Footage to Agency, each of Agency and Non-Agency End Users will share all right, title and interest in the Non-Agency End User Data. This Agreement does not by itself make any Non-Agency End User Data the sole property or the Proprietary Information of Agency. Flock will automatically delete Footage older than one year. Agency has a one year window to view, save and/or transmit Footage to the relevant government agency prior to its deletion. Notwithstanding the foregoing, Flock automatically deletes Wing Replay after seven (7) days, during which time Agency may view, save and/or transmit such data to the relevant government agency prior to deletion. Flock does not own and shall not sell Agency Data.

4.3 Agency Generated Data in Wing Suite. Parties understand that Flock does not own any right, title, or interest to third-party video integrated into the Wing Suite. Flock may provide Agency with the opportunity to post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Wing Suite, messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, or other information or materials produced by Agency. Agency shall retain whatever legally cognizable right, title, and interest that Agency has in Agency Generated Data. Agency understands and acknowledges that Flock has no obligation to monitor or enforce Agency’s intellectual property rights to Agency Generated Data. To the extent legally permissible, Agency grants Flock a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid license to use, reproduce, modify, display, and distribute the Agency Generated Data for the sole purpose of providing Flock Services. Flock does not own and shall not sell Agency Generated Data.

4.4 Feedback. If Agency provides any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the subject matter hereunder, Agency hereby assigns (and will cause its agents and representatives to assign) to Flock all right, title and interest (including intellectual property rights) with respect to or resulting from any of the foregoing.

4.5 Aggregated Data. Flock shall have the right to collect, analyze, and anonymize Agency Data and Agency Generated Data to create Aggregated Data to use and perform the Services and related systems and technologies, including the training of machine learning algorithms. Agency hereby grants Flock a non-exclusive, worldwide, perpetual, royalty-free right (during and after the Term hereof) to use and distribute such Aggregated Data to improve and enhance the Services and for other development, diagnostic and corrective purposes, other Flock DocuSign Envelope ID: EFC97B4D-26EB-4C1E-AD51-E770BB773C07

offerings, and crime prevention efforts. Parties understand that the aforementioned license is required for continuity of Services. No rights or licenses are granted except as expressly set forth herein. Flock does not sell Aggregated Data.

5. PAYMENT OF FEES

5.1.1 Software Product Fees. For Order Forms listing Wing Suite, Advanced Search and other software-only products, Agency will pay Flock the fees for the Initial Term (as described on the Order Form attached hereto) on or before the 30th day from the date of invoice. For any Renewal Terms, Agency shall pay invoice on or before the 30th day from the date of renewal invoice.

5.1.2 Hardware Product Fees. For Order Forms listing Falcon, Sparrow, Raven and Falcon Flex products, Agency will pay Flock fifty percent (50%) of the fees for the Initial Term as set forth on the Order Form on or before the 30th day from date of invoice. Upon commencement of installation, Flock will issue an invoice for twenty-five percent (25%) of total fees, and Agency shall pay on or before 30th day following date of invoice. Upon completion of installation, Flock will issue an invoice for the remaining balance and Agency shall pay on or before 30th day following date of final invoice. Flock is not obligated to commence the Installation Services unless and until the first payment has been made and shall have no liability resulting from any delay related thereto. For any Renewal Terms, Agency shall pay the total invoice on or before the 30th day from the date of renewal invoice.

5.2 Notice of Changes to Fees. Flock reserves the right to change the fees or applicable charges and to institute new charges and fees on subsequent terms by providing sixty (60) days’ notice prior to the end of such Initial Term or Renewal Term (as applicable) to Agency (which may be sent by email).

5.3 Invoicing, Late Fees; Taxes. Flock may choose to bill through an invoice, in which case, full payment for invoices must be received by Flock thirty (30) days after the receipt of invoice. If Agency is a non-tax-exempt entity, Agency shall be responsible for all taxes associated withServices other than U.S. taxes based on Flock’s net income. If Agency believes that Flock has billed Agency incorrectly, Agency must contact Flock no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Agency acknowledges and agrees that a failure to contact Flock within this sixty (60) day period will serve as a waiver of any claim Agency may have had as a result of such billing error.

6. TERM AND TERMINATION

6.1 Term. The initial term of this Agreement shall be for the period of time set forth on the Order Form and shall commence at the time outlined in this section below (the “Term”). Following the Term, unless otherwise indicated on the Order Form, this Agreement will automatically renew for successive renewal terms of the greater of one year or the length set forth on the Order Form (each, a “Renewal Term”) unless either Party gives the other Party notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

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a. For Wing Suite products: the Term shall commence upon execution of this Agreement and continue for one (1) year, after which, the Term may be extended by mutual consent of the Parties, unless terminated by either Party. b. For Falcon and Sparrow products: the Term shall commence upon first installation and validation of Flock Hardware.
c. For Raven products: the Term shall commence upon first installation and validation of Flock Hardware. d. For Falcon Flex products: the Term shall commence upon execution of this Agreement. e. For Advanced Search products: the Term shall commence upon execution of this Agreement.

6.2 Termination for Convenience. At any time during the agreed upon Term, either Party may terminate this Agreement for convenience. Termination for convenience of the Agreement by the Agency will be effective immediately. Termination for convenience by Agency will result in a one-time removal fee of $500 per Flock Hardware. Termination for convenience by Flock will not result in any removal fees. Upon termination for convenience, a refund will be provided for Flock Hardware, prorated for any fees for the remaining Term length set forth previously. Wing Suite products and Advanced Search are not subject to refund for early termination. Flock will provide advanced written notice and remove all Flock Hardware at Flock’s own convenience, within a commercially reasonable period of time upon termination. Agency’s termination of this Agreement for Flock’s material breach of this Agreement shall not be considered a termination for convenience for the purposes of this Section 6.2.

6.3 Termination. Notwithstanding the termination provisions in Section 2.5.2, in the event of any material breach of this Agreement, the non-breaching Party may terminate this Agreement prior to the end of the Term by giving thirty (30) days prior written notice to the breaching Party; provided, however, that this Agreement will not terminate if the breaching Party has cured the breach prior to the expiration of such thirty (30) day period. Either Party may terminate this Agreement, without notice, (i) upon the institution by or against the other Party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other Party's making an assignment for the benefit of creditors, or (iii) upon the other Party's dissolution or ceasing to do business. Upon termination for Flock’s material breach, Flock will refund to Agency a pro-rata portion of the pre-paid fees for Services not received due to such termination.

6.4 No-Fee Term. Flock will provide Agency with complimentary access to Hotlist alerts, as further described in Section 4.2 (“No-Fee Term”). In the event a Non-Agency End User grants Agency access to Footage and/or notifications from a Non-Agency End User, Agency will have access to Non-Agency End User Footage and/or notifications until deletion, subject to a thirty (30) day retention policy for all products except Wing Replay, which is subject to a seven (7) day retention policy. Flock may, in their sole discretion, provide access or immediately terminate the No-Fee Term. The No-Fee Term will survive the Term of this Agreement. Flock, in its sole discretion, can determine to impose a price per No-Fee Term upon thirty (30) days’ notice to Agency. Agency may terminate any No-Fee Term or access to future No-Fee Terms upon thirty (30) days’ notice.

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6.5 Survival. The following Sections will survive termination: 2.5, 2.6, 3, 4, 5, 6.4, 7.3, 7.4, 8.1, 8.2, 8.3,

8.4, 9.1 and 9.6.

7. REMEDY; WARRANTY AND DISCLAIMER

7.1 Remedy. Upon a malfunction or failure of Flock Hardware or Embedded Software (a “Defect”), Agency must notify Flock’s technical support as described in Section 2.10 above. If Flock is unable to correct the Defect, Flock shall, or shall instruct one of its contractors to repair or replace the Flock Hardware or Embedded Software suffering from the Defect. Flock reserves the right in their sole discretion to refuse or delay replacement or its choice of remedy for a Defect until after it has inspected and tested the affected Flock Hardware provided that such inspection and test shall occur within a commercially reasonable time, but no longer than seven (7) business days after Agency notifies the Flock of a known Defect. In the event of a Defect, Flock will repair or replace the defective Flock Hardware at no additional cost to Agency. Absent a Defect, in the event that Flock Hardware is lost, stolen, or damaged, Agency may request that Flock replace the Flock Hardware at a fee according to the then-current Reinstall policy (https://www.flocksafety.com/reinstall-fee-schedule). Agency shall not be required to replace subsequently lost, damaged or stolen Flock Hardware, however, Agency understands and agrees that functionality, including Footage, will be materially affected due to such subsequently lost, damaged or stolen Flock Hardware and that Flock will have no liability to Agency regarding such affected functionality nor shall the Usage Fee or Implementation Fees owed be impacted. Flock is under no obligation to replace or repair Flock Hardware or Agency Hardware.

7.2 Exclusions. Flock will not provide the remedy described inSection 7.1 if Agency has misused the Flock Hardware, Agency Hardware, or Service in any manner.

7.3 Warranty. Flock shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Installation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Flock or by third-party providers, or because of other causes beyond Flock’s reasonable control, but Flock shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

7.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 7.1 ABOVE IS AGENCY’S SOLE REMEDY, AND FLOCK’S SOLE LIABILITY, WITH RESPECT TO DEFECTIVE EMBEDDED SOFTWARE. FLOCK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT

MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND FLOCK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT

LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR DocuSign Envelope ID: EFC97B4D-26EB-4C1E-AD51-E770BB773C07

PURPOSE AND NON-INFRINGEMENT. THIS DISCLAIMER OF SECTION 7.4 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 9.6.

7.5 Insurance. Flock will maintain commercial general liability policies with policy limits reasonably commensurate with the magnitude of Flock’s business risk. Certificates of Insurance can be provided upon request.

7.6 Force Majeure. Parties are not responsible or liable for any delays or failures in performance from any cause beyond their control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, acts or omissions of third-Party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, supply chain shortages of equipment or supplies, weather conditions or acts of hackers, internet service providers or any other third Party acts or omissions. Force Majeure includes the novel coronavirus Covid-19 pandemic, and the potential spread of variants, which is ongoing as of the date of the execution of this Agreement.

8. LIMITATION OF LIABILITY; NO FEE TERM; INDEMNITY

8.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, FLOCK AND ITS

SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL HARDWARE AND TECHNOLOGY SUPPLIERS),

OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE

RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR

TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE

OR FOR LOSS OR INACCURACY, INCOMPLETENESS OR CORRUPTION OF DATA OR FOOTAGE OR

COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND FLOCK’S ACTUAL KNOWLEDGE OR REASONABLE

CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY TO CAPTURE FOOTAGE OR IDENTIFY AND/OR CORRELATE A LICENSE PLATE WITH THE FBI DATABASE; (D) FOR ANY PUBLIC DISCLOSURE OF PROPRIETARY INFORMATION MADE IN GOOD FAITH; (E) FOR CRIME PREVENTION; OR (F) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH

ALL OTHER CLAIMS, EXCEED THE FEES PAID AND/OR PAYABLE BY AGENCY TO FLOCK FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT OR

OMISSION THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY OF SECTION 8 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 9.6.

8.2 Additional No-Fee Term Requirements. IN NO EVENT SHALL FLOCK’S AGGREGATE LIABILITY, IF

ANY, ARISING OUT OF OR IN ANY WAY RELATED TO THE COMPLIMENTARY NO-FEE TERM AS DESCRIBED IN SECTION 6.4 EXCEED $100, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. Parties DocuSign Envelope ID: EFC97B4D-26EB-4C1E-AD51-E770BB773C07

acknowledge and agree that the essential purpose of this Section 8.2 is to allocate the risks under the No-Fee Term described in Section 6.4 and limit potential liability given the aforementioned complimentary service, which would have been substantially higher if Flock were to assume any further liability other than as set forth herein. Flock has relied on these limitations in determining whether to provide the complementary No-Fee Term. The limitations set forth in this Section 8.2 shall not apply to claims or damages resulting from Flock’s other obligations under this Agreement.

8.3 Responsibility. Each Party to this Agreement shall assume the responsibility and liability for the acts and omissions of its own employees, deputies, officers, or agents, in connection with the performance of their official duties under this Agreement. Each Party to this Agreement shall be liable (if at all) only for the torts of its own officers, agents, or employees.

9. INDEMNIFICATION
Agency hereby agrees to indemnify and hold harmless Flock against any damages, losses, liabilities, settlements and expenses in connection with any claim or action that arises from an alleged violation of Section 3.1, a breach of this Agreement, Agency’s Installation Obligations, Agency’s sharing of any data in connection with the Flock system, Flock employees or agent or Non-Agency End Users, or otherwise from Agency’s use of the Services, Flock Hardware, Agency Hardware and any Embedded Software, including any claim that such actions violate any applicable law or third Party right. Although Flock has no obligation to monitor Agency’s use of the Services, Flock may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of Section 3.1 or this Agreement.

10. MISCELLANEOUS

10.1 Compliance With Laws. The Agency agrees to comply with all applicable local, state and federal laws, regulations, policies and ordinances and their associated record retention schedules, including responding to any subpoena request(s). In the event Flock is legally compelled to comply with a judicial order, subpoena, or government mandate, to disclose Agency Data or Agency Generated Data, Flock will provide Agency with notice.

10.2 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.

10.3 Assignment. This Agreement is not assignable, transferable or sublicensable by either Party, without prior consent. Notwithstanding the foregoing, either Party may assign this Agreement, without the other Party's consent, (i) to any parent, subsidiary, or affiliate entity, or (ii) to any purchaser of all or substantially all of such Party's assets or to any successor by way of merger, consolidation or similar transaction.

DocuSign Envelope ID: EFC97B4D-26EB-4C1E-AD51-E770BB773C07

10.4 Entire Agreement. This Agreement, together with the Order Form(s), the then-current Reinstall policy (https://www.flocksafety.com/reinstall-fee-schedule), Deployment Plan(s), and any attached addenda are the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. None of Agency’s purchase orders, authorizations or similar documents will alter the terms of this Agreement, and any such conflicting terms are expressly rejected. In the event of any conflict of terms found in this Agreement or any other terms and conditions, the terms of this Agreement shall prevail.

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

10.6 Governing Law; Venue. This Agreement shall be governed by the laws of the State in which the Agency is located. The Parties hereto agree that venue would be proper in the chosen courts of the State of which the Agency is located. The Parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement.

10.7 Publicity. Upon prior consent from Agency, Flock has the rightto reference and use Agency’s name and trademarks and disclose the nature of the Services provided hereunder in each case in business and development and marketing efforts, including without limitation on Flock’s website.

10.8 Export. Agency may not remove or export from the United States or allow the export or re-export of the Flock IP or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in Federal Acquisition Regulation (“FAR”), section 2.101, the Services, the Flock Hardware and Documentation are “commercial items” and according to the Department of Defense Federal Acquisition Regulation (“DFAR”) section 252.2277014(a)(1) and are deemed to be “commercial computer software” and “commercial computer software documentation.” Flock is compliant with FAR Section 889 and does not contract or do business with, use any equipment, system, or service that uses the enumerated banned Chinese telecommunication companies, equipment or services as a substantial or essential component of any system, or as critical technology as part of any Flock system. Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

DocuSign Envelope ID: EFC97B4D-26EB-4C1E-AD51-E770BB773C07

10.9 Headings. The headings are merely for organization and should not be construed as adding meaning to the Agreement or interpreting the associated sections.

10.10 Authority. Each of the below signers of this Agreement represent that they understand this Agreement and have the authority to sign on behalf of and bind the Parties they are representing.

10.11 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

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

ADDRESS:

ATTN:

EMAIL:

DocuSign Envelope ID: EFC97B4D-26EB-4C1E-AD51-E770BB773C07