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07.09.2025@630 Regular CC
Wednesday, July 9, 2025 6:30 PM City of South San Francisco P.O. Box 711 South San Francisco, CA Library Parks & Recreation Building, Council Chambers 901 Civic Campus Way, South San Francisco, CA City Council EDDIE FLORES, Mayor (District 5) MARK ADDIEGO, Vice Mayor (District 1) JAMES COLEMAN, Councilmember (District 4) MARK NAGALES, Councilmember (District 2) BUENAFLOR NICOLAS, Councilmember (District 3) ROSA GOVEA ACOSTA, City Clerk FRANK RISSO, City Treasurer SHARON RANALS, City Manager SKY WOODRUFF, City Attorney Regular Meeting Agenda Teleconference Location: Hyatt Regency 151 E Wacker Dr. Chicago, IL 60601 1 July 9, 2025City Council Regular Meeting Agenda How to observe the Meeting (no public comment, including via Zoom): 1) Local cable channel: Astound, Channel 26, Comcast, Channel 27, or AT&T, Channel 99 2) https://www.ssf.net/Government/Video-Streaming-City-and-Council-Meetings/City-Council 3) https://www.youtube.com/@CityofSouthSanFrancisco/streams 4) Zoom meeting (streaming only): https://ssf-net.zoom.us/j/81072693726 Webinar ID: 810 7269 3726 Join by Telephone: +1 669 900 6833 How to submit written Public Comment before the City Council Meeting: Members of the public are encouraged to submit public comments in writing in advance of the meeting via the eComment tab by 4:30 p.m. on the meeting date. Use the eComment portal by clicking on the following link : https://ci-ssf-ca.granicusideas.com/meetings or by visiting the City Council meeting's agenda page. eComments are also directly sent to the iLegislate application used by City Council and staff. How to provide Public Comment during the City Council Meeting: COMMENTS ARE LIMITED TO THREE (3) MINUTES PER SPEAKER During a meeting, comments can only be made in person: Complete a Digital Speaker Card located at the entrance to the Council Chambers. Be sure to indicate the Agenda Item # you wish to address or the topic of your public comment. When your name is called, please come to the podium, state your name and address (optional) for the Minutes. American Disability Act: The City Clerk will provide materials in appropriate alternative formats to comply with the Americans with Disabilities Act. Please send a written request to Office of the City Clerk at 400 Grand Avenue, South San Francisco, CA 94080, or email at all-cc@ssf.net. Include your name, address, phone number, a brief description of the requested materials, and preferred alternative format service at least 72-hours before the meeting. Accommodations: Individuals who require special assistance of a disability -related modification or accommodation to participate in the meeting, including Interpretation Services, should contact the Office of the City Clerk by email at all-cc@ssf.net, 72-hours before the meeting. Page 2 City of South San Francisco Printed on 7/3/2025 2 July 9, 2025City Council Regular Meeting Agenda CALL TO ORDER ROLL CALL PLEDGE OF ALLEGIANCE AGENDA REVIEW LEVINE ACT DISCLOSURES (SB 1181) If you have donated $500 or more to the campaign of a South San Francisco elected official in the past twelve (12) months, please read the following paragraphs carefully: • The Levine Act (Gov. Code § 84308) requires any Party, Agent, or Participant, as defined in §84308(a), of a proceeding involving any grants, denials, renewals, restrictions, or modifications to any licenses and permits, entitlements for use, contracts, or franchises (“Proceeding”), to disclose on the record any contributions they have made to any elected, appointed, or candidate for City Officer totaling more than $500 within the preceding 12 months. • The Levine Act also requires any elected, appointed, alternate, or candidate for City Officer who has received a contribution totaling $500 within the past 12 months from a Party, Agent, or Participant of a Proceeding to (1) disclose that fact on the record involving the Proceeding and (2) to recuse themselves from, and in no way attempt to use their official position to influence any decision involving, the Proceeding. • Elected, appointed, alternates, or candidates for City Officer are prohibited from accepting, soliciting, and directing, and Parties, Participants, and Agents are prohibited from making, campaign contributions of more than $500 while the Proceeding is pending and for 12 months after the date a final decision is rendered for the Proceeding. Violations of the Levine Act may result in a civil action brought by the Fair Political Practice Commission (FPPC) for an amount up to five thousand dollars ($5,000) per violation. Any person who knowingly or willfully violates any provision of the Political Reform Act is guilty of a misdemeanor and subject to a fine of up to the greater of ten thousand dollars ($10,000) or three times the amount the person unlawfully contributed upon conviction for each violation. ANNOUNCEMENTS FROM STAFF PRESENTATIONS Certificate of Recognition honoring Rachelle McCann Henley as the recipient of the 2025 Peninsula Sports Hall of Fame. (Eddie Flores, Mayor) 1. Proclamation recognizing July as Parks and Recreation Month. (Eddie Flores, Mayor)2. Page 3 City of South San Francisco Printed on 7/3/2025 3 July 9, 2025City Council Regular Meeting Agenda Presentation on Medical Equipment Loan Program (MELP) & Able Closet by Norm Torello and Cynthia Silva 3. Presentation update on the 2025 Every Kid Deserves a Bike program. (Devin Stenhouse, DEI Officer) 4. COUNCIL COMMENTS/REQUESTS PUBLIC COMMENTS Under the Public Comment section of the agenda, members of the public may speak on any item not listed on the Agenda and on items listed under the Consent Calendar. Individuals may not share or offer time to another speaker. Pursuant to provisions of the Brown Act, no action may be taken on a matter unless it is listed on the agenda, or unless certain emergency or special circumstances exist. The City Council may direct staff to investigate and/or schedule certain matters for consideration at a future Council meeting . Written comments on agenda items received prior to 4:30 p.m. on the day of the meeting will be included as part of the meeting record but will not be read aloud. If there appears to be a large number of speakers, the Mayor may reduce speaking time to limit the total amount of time for public comments (Gov. Code sec. 54954.3(b)(1).). Speakers that are not in compliance with the City Council's rules of decorum will be muted. CONSENT CALENDAR Matters under the Consent Calendar are considered to be routine and noncontroversial. These items will be enacted by one motion and without discussion. If, however, any Council member (s) wishes to comment on an item, they may do so before action is taken on the Consent Calendar. Following comments, if a Council member wishes to discuss an item, it will be removed from the Consent Calendar and taken up in order after adoption of the Consent Calendar. Motion to approve the Minutes for the meeting of June 25, 2025. (Rosa Govea Acosta, City Clerk) 5. Motion to accept the construction improvements of the Karyl Matsumoto Plaza Project (st1603) as complete in accordance with plans and specifications (total construction cost $742,171.60). (Philip Vitale, Deputy Director of Capital Projects) 6. Report regarding a resolution adopting the Centennial Way Trail Master Plan - Revised January 2025 (Philip Vitale, Deputy Director of Capital Projects) 7. Resolution adopting the Centennial Way Trail Master Plan - Revised January 2025 for the City of South San Francisco. 7a. Page 4 City of South San Francisco Printed on 7/3/2025 4 July 9, 2025City Council Regular Meeting Agenda Report regarding a resolution authorizing the acceptance of $127,000 in grant funding from the County of San Mateo for the Big Lift Little Steps Preschool at the Gene Mullin Community Learning Center and amending the Parks and Recreation Department’s Fiscal Year 2025-26 Operating Budget pursuant to Budget Amendment Number 26.006. (Angela Duldulao, Deputy Director of Parks and Recreation) 8. Resolution authorizing the acceptance of $127,000 in grant funding from the County of San Mateo for the Big Lift Little Steps Preschool at the Gene Mullin Community Learning Center and amending the Parks and Recreation Department’s Fiscal Year 2025-26 Operating Budget pursuant to Budget Amendment Number 26.006. 8a. Report regarding a resolution authorizing the City Manager to enter into a services agreement with the South San Francisco Unified School District in an amount not to exceed $1,110,480 for the Parks and Recreation Department to operate an extended learning program for students enrolled in the South San Francisco Unified School District’s Expanded Learning Opportunities Program for the 2025-2026 school year and amending the Parks and Recreation Department’s Fiscal Year 2025-26 Operating Budget pursuant to Budget Amendment Number 26.008. (Angela Duldulao, Deputy Director of Parks and Recreation) 9. Resolution authorizing the City Manager to enter into a services agreement with the South San Francisco Unified School District in an amount not to exceed $1,110,480 for the Parks and Recreation Department to operate an extended learning program for students enrolled in the South San Francisco Unified School District’s Expanded Learning Opportunities Program for the 2025-2026 school year and amending the Parks and Recreation Department’s Fiscal Year 2025-26 Operating Budget pursuant to Budget Amendment Number 26.008. 9a. Report regarding a resolution approving the acceptance of grant funds from the Kaiser Permanente Northern California Community Health Grant in the amount of $25,000 and amending the Parks and Recreation Department Fiscal Year 2025-26 Operating Budget pursuant to Budget Amendment Number 26.005. (Angela Duldulao, Parks and Recreation Deputy Director) 10. Resolution approving the acceptance of grant funds from the Kaiser Permanente Northern California Community Health Grant in the amount of $25,000 and amending the Parks and Recreation Department Fiscal Year 2025-26 Operating Budget pursuant to Budget Amendment Number 26.005. 10a. Report regarding a resolution authorizing the acceptance of $59,780 from the California State Library to support Project Read through the Adult Literacy Services program as projected in the Library Department’s fiscal year 2025-26 revenue estimate (Valerie Sommer, Library Director) 11. Page 5 City of South San Francisco Printed on 7/3/2025 5 July 9, 2025City Council Regular Meeting Agenda Resolution authorizing the acceptance of $59,780 from the California State Library to support Project Read through the Adult Literacy Services program as projected in the Library Department’s Fiscal Year 2025-26 revenue estimate. 11a. Report regarding a resolution authorizing the acceptance of $40,000 from the California State Library to support Project Read through the Family Literacy Services (FLS) program and amending the Library Department’s fiscal year 2025-26 Operating Budget and approving Budget Amendment Number 26.007 (Valerie Sommer, Library Director) 12. Resolution authorizing the acceptance of $40,000 from the California State Library to support Project Read through the Family Literacy Services (FLS) program, amending the Library Department’s fiscal year 2025-26 Operating Budget and approving Budget Amendment Number 26.007. 12a. Report regarding a resolution accepting $273,890.11 from the California Highway Patrol in grant funding made available through the Cannabis Tax Fund Grant Program to be used for personnel overtime and equipment expenses and amend the Police Department Fiscal Year 2025-26 Operating Budget pursuant to Budget Amendment Number 26.009. (Anthony Pinell, Police Captain) 13. Resolution accepting $273,890.11 from the California Highway Patrol in grant funding made available through the Cannabis Tax Fund Grant Program to be used for personnel overtime and equipment expenses and to amend the Police Department’s Operating Budget for Fiscal Year 2025-26 by approving Budget Amendment Number 26.009. 13a. Report regarding a second reading and adoption of an Ordinance amending the South San Francisco Zoning Map to include additional properties within the Genentech Master Plan District. (Billy Gross, Principal Planner) 14. Ordinance amending the South San Francisco Zoning Map to include additional properties within the Genentech Master Plan District. 14a. Report regarding a resolution to authorize a professional services agreement with EIDIM Group, Inc., for the installation and commissioning of a new LED video wall at the Emergency Operations Center in the amount not to exceed $227,830; authorize the expenditure of Public, Educational, and Government funds for the purchase including a 10% contingency of $22,783 for a total of $250,613; and authorize the City Manager to execute the agreement (Tony Barrera, Information Technology Director). 15. Page 6 City of South San Francisco Printed on 7/3/2025 6 July 9, 2025City Council Regular Meeting Agenda Resolution authorizing a professional services agreement with EIDIM Group, Inc., for the installation and commissioning of a new LED video wall at the Emergency Operations Center in the amount not to exceed $227,830; authorize the expenditure of Public, Educational, and Government funds for the purchase including a 10% contingency of $22,783 for a total of $250,613; and authorize the City Manager to execute the agreement 15a. Report regarding a resolution approving a Professional Services Agreement with Plante Moran, PLLC for Project and Change Management services for the City’s Enterprise Resources Planning (ERP) project in the amount not to exceed $298,620, plus a 10% contingency of $29,862, for a total cost of $328,482, and authorize the City Manager to execute the agreement. (Tony Barrera, Director of Information Technology) 16. Resolution approving a Professional Services Agreement with Plante Moran, PLLC for Project and Change Management services for the City’s Enterprise Resources Planning (ERP) project in the amount not to exceed $298,620, plus a 10% contingency of $29,862, and authorize the City Manager to execute the agreement. 16a. Report regarding a resolution authorizing the City Manager to enter into a short-term lease agreement with the Boys and Girls Club of the Peninsula for the former Main Library space at 840 West Orange Avenue. (Sharon Ranals, City Manager) 17. Resolution authorizing the City Manager to enter into a short-term lease agreement with the Boys and Girls Club of the Peninsula for the former Main Library space at 840 West Orange Avenue. 17a. Report regarding a resolution approving the renewal of a Consulting Services Agreement with Townsend Public Affairs for grant writing services on various capital improvements, development, and social service projects for a one-year term in an amount not to exceed $60,000. (Rich Lee, Assistant City Manager) 18. Resolution approving the renewal of a Consulting Services Agreement with Townsend Public Affairs for grant writing services on various capital improvements, development, and social service projects for a one-year term in an amount not to exceed $60,000 18a. Report regarding a resolution approving a second amendment to the employment agreement between the City of South San Francisco and Rosa Govea Acosta for service as City Clerk. (Sky Woodruff, City Attorney and Leah Lockhart, Human Resources Director) 19. Resolution approving a second amendment to the amended and restated employment agreement between the City of South San Francisco and Rosa Govea Acosta for service as City Clerk. 19a. Page 7 City of South San Francisco Printed on 7/3/2025 7 July 9, 2025City Council Regular Meeting Agenda PUBLIC HEARING Report regarding a proposed amendment to Title 20 (Zoning) of the South San Francisco Municipal Code regarding provisions regulating tobacco use to make minor revisions, corrections, and clarifications to ensure consistency throughout the Municipal Code, to remove “Hookah Bar/Smoking Lounge” from the Commercial Use Classifications under Section 20.620.040, and determining that the proposed Zoning amendments are exempt from CEQA. (Adena Friedman, Chief Planner; Billy Gross, Principal Planner; Kimia Mahallati, Assistant City Attorney) 20. ADMINISTRATIVE BUSINESS Fiscal Year 2025-26 Action Plan Update (Rich Lee, Assistant City Manager)21. Report regarding a resolution approving a ten-year professional services agreement with Iron Brick Associates LLC, in an amount not to exceed $7,726,991 plus contingency funding of 15% of the first year’s costs in the amount of $519,174, for implementation services and software subscriptions for the Workday and Teller platforms to replace the City’s existing Enterprise Resource Planning (ERP) system and authorizing the City Manager to execute the agreement. (Tony Barrera, Director of Information Technology) 22. Resolution approving a ten-year professional services agreement with Iron Brick Associates LLC, in an amount not to exceed $7,726,991 plus contingency funding of 15% of the first year’s costs in the amount of $519,174, for implementation services and software subscriptions for the Workday and Teller platforms to replace the City’s existing Enterprise Resource Planning (ERP) system and authorizing the City Manager to execute the agreement. 22a. Report regarding a resolution authorizing the City Manager to execute an agreement with Axon Enterprises, Inc., for the purchase of additional Unmanned Aircraft Systems with Drone as a First Responder technology in conjunction with Axon Air for a five-year contract in an amount not to exceed $800,000 of which $617,416 will be from the Public Safety Impact Fees and $182,584 will be from the Police Department’s Operating Budget and approving Budget Amendment Number 26.004. (Chris Devan, Police Lieutenant) 23. Page 8 City of South San Francisco Printed on 7/3/2025 8 July 9, 2025City Council Regular Meeting Agenda Resolution authorizing the City Manager to execute an agreement with Axon Enterprises, Inc., for the purchase of additional Unmanned Aircraft Systems with Drone as a First Responder technology in conjunction with Axon Air for a five-year contract in an amount not to exceed $800,000 of which $617,416 will be from Public Safety Impact Fees and $182,584 will be from the Police Department’s Operating Budget and approving Budget Amendment Number 26.044. 23a. Report regarding a resolution approving the status of the Memorandum of Understanding, Version 16 for the 2025-26 School Year, between the City of South San Francisco and the South San Francisco Unified School District regarding the School Liaison Office program and to receive an annual report on the status of the Memorandum of Understanding. (Scott Campbell, Chief of Police) 24. Resolution authorizing the City Manager to execute an update of the Memorandum of Understanding (MOU), Version 16 for the 2025-2026 School Year between the City of South San Francisco regarding the School Liaison Office program and the South San Francisco Unified School District. 24a. Report regarding a resolution amending the City of South San Francisco Salary Schedule for the Executive Management Unit for fiscal year 2024-25. (Leah Lockhart, Human Resources Director) 25. Resolution amending the City of South San Francisco salary schedule for Executive Management unit for fiscal year 2024-25 25a. ITEMS FROM COUNCIL – COMMITTEE REPORTS AND ANNOUNCEMENTS CLOSED SESSION Conference with Legal Counsel - Existing Litigation (Pursuant to Government Code Section 54956.9(d)(1)) Name of case: Robert Reinosa vs. City of South San Francisco (Worker’s Compensation Appeals Board Case No. ADJ18157193) (Sky Woodruff, City Attorney, Lauren Zalona, RTGR Law, and Leah Lockhart, Human Resources Director) 26. Conference with Labor Negotiators (Pursuant to Government Code Section 54957.6) Agency designated representatives: Sharon Ranals, City Manager, Rich Lee, Assistant City Manager, Leah Lockhart, Human Resources Director Unrepresented Groups: Executive Management, Public Safety Managers 27. ADJOURNMENT Page 9 City of South San Francisco Printed on 7/3/2025 9 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-649 Agenda Date:7/9/2025 Version:1 Item #:1. Certificate of Recognition honoring Rachelle McCann Henley as the recipient of the 2025 Peninsula Sports Hall of Fame.(Eddie Flores, Mayor) City of South San Francisco Printed on 7/3/2025Page 1 of 1 powered by Legistar™10 CITY OF SOUTH SAN FRANCISCO Certificate of Recognition RACHELLE McCANN HENLEY The City Council of South San Francisco does hereby congratulate you on being induced into the 2025 Peninsula Sports Hall of Fame. You are an inspiration to our community! Presented on this 9th of July 2025 by the City Council of South San Francisco. Eddie Flores, Mayor District 5 Mark Addiego, Vice Mayor District 1 James Coleman, Councilmember District 4 Mark Nagales, Councilmember District 2 Buenaflor Nicolas, Councilmember District 3 11 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-638 Agenda Date:7/9/2025 Version:1 Item #:2. Proclamation recognizing July as Parks and Recreation Month.(Eddie Flores, Mayor) City of South San Francisco Printed on 7/3/2025Page 1 of 1 powered by Legistar™12 Dated: July 9, 2025 DESIGNATION OF JULY AS PARKS AND RECREATION MONTH July 9, 2025 WHEREAS, parks and recreation is an integral part of communities throughout this country, including the City of South San Francsico; and WHEREAS, parks and recreation promotes health and wellness, improving the physical and mental health of people who live near parks; and WHEREAS, parks and recreation promotes time spent in nature, which positively impacts mental health by increasing cognitive performance and well-being, and alleviating illnesses such as depression, attention deficit disorders, and Alzheimer’s; and WHEREAS, parks and recreation encourages physical activities by providing space for popular sports, hiking trails, swimming pools and many other activities designed to promote active lifestyles; and WHEREAS, parks and recreation is a leading provider of healthy meals, nutrition services and education; and WHEREAS, park and recreation programming and education activities, such as out-of-school time programming, youth sports and environmental education, are critical to childhood development; and WHEREAS, parks and recreation increases a community’s economic prosperity through increased property values, expansion of the local tax base, increased tourism, the attraction and retention of businesses, and crime reduction; and WHEREAS, parks and recreation is fundamental to the environmental well-being of our community; and WHEREAS, parks and recreation is essential and adaptable infrastructure that makes our communities resilient in the face of natural disasters and climate change; and WHEREAS, our parks and natural recreation areas ensure the ecological beauty of our community and provide a place for children and adults to connect with nature and recreate outdoors; and WHEREAS, the U.S. House of Representatives has designated July as Parks and Recreation Month; and WHEREAS, the City of South San Francisco recognizes the benefits derived from parks and recreation resources. NOW THEREFORE, BE IT RESOLVED that Mayor Eddie Flores and the City Council of the City of South San Francisco do hereby designate July as Parks and Recreation Month in the City of South San Francisco. Eddie Flores, Mayor Mark Addiego, Vice Mayor James Coleman, Councilmember Mark Nagales, Councilmember Buenaflor Nicolas, Councilmember 13 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-364 Agenda Date:7/9/2025 Version:1 Item #:3. Presentation on Medical Equipment Loan Program (MELP) & Able Closet by Norm Torello and Cynthia Silva City of South San Francisco Printed on 7/3/2025Page 1 of 1 powered by Legistar™14 MELP & AbleCloset SOUTH SAN FRANCISCO CITY COUNCIL PRESENTATION BY NORM TORELLO & CYNTHIA SILVA For the medical equipment you need^ free 15 A funny name… but a great story MELP 16 What is DME? Durable Medical Equipment •Wheelchairs •Transport Chairs •Rollators •Crutches and Canes •Knee Scooters •Toilet Frames and Risers •Tub Transfer Benches •Bed Rails •Step Stools •Hoyer Lifts 17 Care Items Personal care and medical care items •Absorbent Underwear •Pill Organizers •Bed Liners •Bandages •Pillows and Cushions •Knee and Back Braces •Blood Pressure Monitors •Lotions and Cleansers •Bed Pans •Gait Belts 18 Clients and Items In 2024 MELP gave over 6,800 items to more than 1,800 clients 19 With your equipment, my 99 year old mom was able to return home from the rehab center. Since returning home she is blossoming. 20 •Both MELP & AbleCloset are 100% run entirely by our generous volunteers –no paid full-time employees. •We always need help from additional volunteers to help us fulfill our mission. All Volunteer Driven Caption 21 1063 E San Carlos Ave San Carlos, CA 94070 FreeMedEquip.org Hours of Operation Distribution Pick -Up Hours: Every Saturday, 9:30am to 11:30 am Donation and Return Drop-Off Hours: Every Wednesday, 2:00pm to 4:00pm 325 Corey Way #112 South San Francisco, CA 94080 Hours of Operation Distribution Pick-Up Hours: Every Saturday, 9:00am to 11:00 am Donation and Return Drop-Off Hours: Every Thursday, 2:00pm to 4:00pm Thank You Scan to donateMELP/AbleCloset is a 501(c)3 non-profit; EIN 27-1212734 22 MELP FOR THE MEDICAL EQUIPMENT YOU NEED free^ 23 OUR MISSION To create medical equity and improve lives by providing used durable medical equipment at no cost to those who need it, while helping the environment by re-use and recycling. AVAILABLE TO ALL Equipment is available for loan at no cost to anyone who needs it. While primarily serving San Mateo County, clients may come from anywhere. Inspected Repaired CleanedDonated EQUIPMENT Equipment is donated to MELP, then is inspected, repaired as needed, and cleaned for re-use to be loaned out again and again. These photos are a sampling of items usually available to loan. Other specialty items may be available as well. Refer to our website for details. MEDICAL EQUIPMENT MENU Wheelchairs Toilet Frames & Risers Knee Scooters Shower Chairs, Benches, & Stools Transport Chairs Tub Transfer Benches Walkers Bed Rails Rollators Crutches & Canes Hoyer Lifts Absorbent Underwear www.FreeMedEquip.org MELP accepts most DME items. We also accept clean, unexpired medical and personal supplies. See our website for additional equipment we are seeking. 24 See our website for more information including how to volunteer with us. New volunteers are always welcome! CUSTOMER TESTIMONIALS Your group was so gracious and willing to help, it was like a ray of sunshine. Thank you for making such a positive impact on people’s lives. It means more than you will ever know. At a time that feels precarious, worrisome and frightening, these wonderful people come through with exactly what you need. Without MELP we could not afford a wheelchair for my dad. Now he is able to get around the house by himself. It’s wonderful that MELP connects the used equipment with people who need it. I love that we can donate these items and not have to throw them away. www.FreeMedEquip.org Founded in 2021 by: Belmont Redwood Shores Rotary Club San Carlos Rotary Club Villages of San Mateo County CONTACT US Visit our website at www.FreeMedEquip.org or call (650) 590-9112 to leave a recorded message. New volunteers are welcome! LOCATIONS & HOURS 1063 E. San Carlos Ave San Carlos, CA 94070 Distribution Hours: Saturdays, 9:30am to 11:30am Donation Intake Hours: Wednesdays, 2pm to 4pm 325 Corey Way #112 South San Francisco, CA 94080 Distribution Hours: Saturdays, 9:00am to 11:00am Donation Intake Hours: Thursdays, 2pm to 4pm Scan the QR code to make a donation DONATIONS Donations are appreciated. MELP/AbleCloset, a 501(c)3 nonprofit, tax ID 27-1212734 25 ACCEPTED ITEMS Unfortunately, we do not physically receive or loan out hospital beds due to space limitations. Refer to our website for details. www.FreeMedEquip.org 26 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-754 Agenda Date:7/9/2025 Version:1 Item #:4. Presentation update on the 2025 Every Kid Deserves a Bike program.(Devin Stenhouse, DEI Officer) City of South San Francisco Printed on 7/3/2025Page 1 of 1 powered by Legistar™27 Every Kid Deserves a Bike 2025 City of South San Francisco 28 Program History: Bicycles in Demand 2 •Bicycle sales up 50% in 2020 •Adult leisure bike sales up 121% •Kids’ bike sales up 59% •Demand exceeded supply: •Parts made overseas •This slowed delivery •Prices increased •In 2018, 16% of US kids ages 6-12 regularly participated in bicycling •Down from 28% in 2008 “Now, it feels like the 1970s and 1980s again, with the sight of kids on bikes even more common in many neighborhoods.” 29 •Owning a bike IS an equity issue!!! •Benefits from owning a bike: •Builds self-esteem •Encourages more healthy/active lifestyle •Reduces single-occupancy vehicles on roads •Reduces air pollution near schools •Initially started in 2022 due to the pandemic in partnership with the San Mateo County Office of Education: Safe Routes to School •2022: Awarded Program of the Year from Silicon Valley Bike Coalition Program History 3 30 •Students Receive: •Bicycle •Helmet •EKDAB Tote Bag: •Bike Pump •Bike Lock •Toolkit •Safety Bike Lights •Bike Safety workbooks •Pencil Free Bicycle Distribution to Title 1 Schools 4 •Additionally: •ABC Checks (air, brakes, chain) •Helmets custom fitted •Seats adjusted per student •Each bike registered w/SSFPD •Bike Rodeo 31 •$200K supported by Assemblymember Diane Papan (21st District) •205 students at 5 SSF Title 1 Schools: •Los Cerritos •Martin •Parkway Heights* •Spruce •Sunshine Gardens *Middle School Every Kid Deserves a Bike Recap 2025 5 32 •Learn to Ride Sessions •Eliminate Glam Station •Distributions by the classroom •20” bicycle option •New Partners: •Straight Wheel Cycling •Silicon Valley Bicycle Exchange •Peninsula Battery, Inc. New This Year 6 33 7 Learn to Ride Conclusion 34 Inventory 8 •Bicycles Assembled: •24” bicycles: 1 •20” bicycles: 50 •Bicycles Unassembled: 130 •Helmets: 365 •Locks: 198 •Pumps: 216 •Toolkits: 26 •Taillights: 432 •Bells: 200 35 Every Kid Deserves a Bike City of South San Francisco THANK YOU TO OUR PARTNERS 36 Every Kid Deserves a Bike City of South San Francisco THANK YOU FOR JOINING US TODAY 37 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-738 Agenda Date:7/9/2025 Version:1 Item #:5. Motion to approve the Minutes for the meeting of June 25, 2025. (Rosa Govea Acosta, City Clerk) City of South San Francisco Printed on 7/3/2025Page 1 of 1 powered by Legistar™38 CALL TO ORDER Mayor Flores called the meeting to order at 6:30 p.m. ROLL CALL Councilmember Coleman, present Councilmember Nicolas, present Councilmember Nagales, present Vice Mayor Addiego, present Mayor Flores, present PLEDGE OF ALLEGIANCE Executive Director & CEO of South San Francisco Conference Center Jim McGuire led the Pledge of Allegiance. AGENDA REVIEW No changes. LEVINE ACT DISCLOSURES (SB 1181) Following an inquiry, no conflicts of interest were stated by the members of the City Council. ANNOUNCEMENTS FROM STAFF Library Director Sommers apprised the community and the Council of the following event: • Juneteenth Author Talk with J.R. Rice & Lee Foster on Thursday, June 26, 2025, at 6:30 p.m., Library | Parks and Recreation, 1st Floor (Council Chambers), 901 Civic Campus Way, SSF. Parks and Recreation Director Mediati apprised the community and the Council of the following event: • Opening weekend of the 2025 June Art Show “Freedom: The Future of Hope” on Friday, June 27, 2025, at 6:00 p.m. through Friday, July 25, 2025. MINUTES REGULAR MEETING CITY COUNCIL CITY OF SOUTH SAN FRANCISCO WEDNESDAY, JUNE 11, 2025 6:30 p.m. Library Parks and Recreation Building Council Chambers 901 Civic Campus Way, South San Francisco, CA 39 REGULAR CITY COUNCIL MEETING JUNE 25, 2025 MINUTES PAGE 2 Executive Assistant to the City Manager Patea apprised the community and the Council of the following events: • South City Proud event on Saturday, June 28, 2025, 10:00 a.m. – 2:00 p.m. at the Grand Avenue Breezeway, 366 Grand Ave, SSF. • City Offices will be closed due to the observance of the Independence Day Holiday on Friday, July 4, 2025. Police Chief Campbell and Fire Marshall Ian Hardage provided a public safety message about the 4th of July celebration, noting that all fireworks are illegal in South San Francisco. The South San Francisco Police Department may issue citations and arrest violators for using fireworks. Chief Campbell encourages a safe celebration. Fire Marshall Hardage noted the vulnerability of fireworks due to loss of homes and injuries. He cautioned the community about the use of fireworks and the associated risks of the season. Community members are encouraged to attend events on the peninsula. Battalion Chief Jesse Lange apprised the community and the Council of the following event: • “Touch a Truck” event on Saturday, July 19, 2025, Fire Station 61, 480 North Canal Street, SSF, from 10:00 a.m. to 12:00 p.m. (noon) COUNCIL COMMENTS/REQUESTS Vice Mayor Addiego apprised the community of events attended and noted the importance of representation for the community. Councilmember Nicolas apprised the community of events attended and thanked the staff for their support and participation in the BIO International Convention Boston 2025. Councilmember Nagales apprised the community of events attended. He thanked Congressman Mullin for the support of South San Francisco projects. He requested to adjourn in memory of Benito “Jamie” Del Rosario Jr., a long-time Westborough resident who passed away on June 16, 2025. Councilmember Coleman apprised the community of events attended. Mayor Flores apprised the community of events attended and noted South San Francisco's recognition at the BIO International Convention in Boston 2025. PUBLIC COMMENTS - NON-AGENDA AND CONSENT CALENDAR ITEMS The following individuals addressed the City Council: • Annie • Cory David • Asha • Lola Castro • Lorraine Yin • Cynthia Marcopulos 40 REGULAR CITY COUNCIL MEETING JUNE 25, 2025 MINUTES PAGE 3 • Fionnola Villamejor • Timothy Russell – Renaissance Entrepreneurship Center – Consent Calendar Item #5 • Erick Colomer – JobTrain (Economic Advancement Center) – Consent Calendar Item #5 CONSENT CALENDAR City Clerk Govea Acosta duly read the Consent Calendar, after which the Council voted and engaged in discussion of specific items as follows. 1. Motion to approve the Minutes for the meeting of June 11, 2025. (Rosa Govea Acosta, City Clerk) 2. Motion to accept the Training Tower Maintenance Project (pf1704) improvements as complete in accordance with project documents. (Lawrence Henriquez, Senior Civil Engineer) 3. Report regarding Resolution No. 80-2025 authorizing the transfer of $13,787,957 from the Sewer Capacity Charge Fund (730) to the Sewer Enterprise Fund (710) in accordance with the 2017 Development Mitigation Fee Study and approving Budget Amendment Number 25.057 (Amanda Parker-Govea, Management Analyst I) 4. Report regarding Resolution No. 81-2025 approving a consulting services agreement with Daryl D. Jones, Inc., for Telecommunications Engineering and Police Information Technology Administration Services for a three-year term in an amount not to exceed $650,000 and authorizing the City Manager to execute the consulting services agreement. (Ken Chetcuti, Police Captain) 5. Report regarding Resolution No. 82-2025 approving a sixth amendment to the agreement with JobTrain, Inc. for workforce development support services in an amount not to exceed $75,835 and a sixth amendment to the agreement with Renaissance Entrepreneurship Center for entrepreneurship development services in an amount not to exceed $184,165. (Michael Guss, Economic Development Specialist) 6. Report regarding adoption of Resolution No. 83-2025 conditionally committing $2,366,828 from the Commercial Linkage Fee Fund in support of the proposed Rotary Gardens affordable housing development project, located at 500 and 522 Linden and authorizing staff to negotiate a loan effectuating the commitment. (Mike Noce, Housing Manager) 7. Report regarding Resolution No. 84-2025 approving Amendment No. 2 to the Professional Services Agreement with Redwood Public Law, LLP (Sharon Ranals, City Manager) Motion – Vice Mayor Addiego /Second – Councilmember Nagales: To approve Consent Calendar items 1-7, by roll call vote: AYES: Vice Mayor Addiego, Councilmember Nagales, Councilmember Coleman, Mayor Flores, Councilmember Nicolas; NAYS: None; ABSENT: None; ABSTAIN: None. ABSTAIN: None. 41 REGULAR CITY COUNCIL MEETING JUNE 25, 2025 MINUTES PAGE 4 PUBLIC HEARING Public hearing opened: 7:23 p.m. 8. Report regarding consideration of Genentech’s acquisition of certain public rights-of-way within the Genentech Campus, proposed rezoning of private properties to be added to the Genentech Master Plan District, associated amendments to the General Plan, Genentech Campus Master Plan, and Zoning Map and finding that the 2025 Addendum is the appropriate environmental document for the Project, per CEQA Guidelines Section 15162 (Billy Gross, Principal Planner). Principal Planner Gross presented the report and introduced Sophie Martin, Real Estate Strategy Director of Genentech, who provided an overview of the proposed campus development. Councilmember Coleman requested clarification on the Proposed Roadway Network (Figure 14) and access to streets located within the map. Planner Gross noted that corrections would be made to the plans for further clarity. Councilmember Nagales requested clarification on the traffic count and community access to the private road. Planner Gross provided an overview of the data obtained, and Director Martin provided an overview of campus access. Councilmember Nicolas noted that South San Francisco has other private roads that are accessible to the community. Councilmember Coleman requested clarification of the campus vision. Director Martin provided an overview of the proposed project and accessibility. Mayor Flores requested clarification on site development. Director Martin provided an overview of the site development. City Attorney Woodruff provided an overview of the proposed project and legal process followed for the matter, including posting of notices/flyers in the proposed area, Public Hearing Notices for both the Planning Commission meeting on May 15, 2025, and the City Council meeting of July 25, 2025. PUBLIC COMMENTS The following individuals submitted comments via the eComments portal: • Anonymous (24 comments received) • Tom Carney • Terry Jenkins • Cynthia Marcopulos (3 comments received) • Katherine Acosta • Joe K • Sharon Menesini • Bob Padilla • Barbara Erhard • Cory David 42 REGULAR CITY COUNCIL MEETING JUNE 25, 2025 MINUTES PAGE 5 • Phil Fioresi • G. Frieta • Val Keech • Peggy Deras • Nancy Glide The following individuals addressed the City Council: • Mary Prem • Cynthia Marcopulos • Annie • Fionnola Villamejor • Cory David Public hearing closed: 8:21 p.m. The Council engaged in discussions and questions with responses from Economic and Community Development Director Selander and Genentech’s Real Estate Strategy Director Martin. A consensus from the Council noted the importance of the project and the community benefit that will arise from it. Mayor Flores thanked the community for their input and acknowledged all comments received for this item. The following individual addressed the City Council: • Margaret Baxter 8a. Resolution No. 85-2025 making findings and determining that City’s conveyance of certain public rights-of-way (DNA Way, Point San Bruno Boulevard, and Cabot Road) within the Genentech Campus Master Plan boundaries, proposed rezoning of private properties to be added to the Genentech Master Plan District, and its associated amendments to the General Plan, Genentech Master Plan, and Zoning Map are fully within the scope of environmental analysis in the certified Genentech 2020 Master Plan Environmental Impact Report and the certified SSF 2040 General Plan Environmental Impact Report and that the 2025 Addendum to the prior EIRs is the appropriate environmental document for the Project. Motion – Mayor Flores /Second –Vice Mayor Addiego: To approve Resolution No.85-2025 making findings and determining that City’s conveyance of certain public rights-of-way (DNA Way, Point San Bruno Boulevard, and Cabot Road) within the Genentech Campus Master Plan boundaries, proposed rezoning of private properties to be added to the Genentech Master Plan District, and its associated amendments to the General Plan, Genentech Master Plan, and Zoning Map are fully within the scope of environmental analysis in the certified Genentech 2020 Master Plan Environmental Impact Report and the certified SSF 2040 General Plan Environmental Impact Report and that the 2025 Addendum to the prior EIRs is the appropriate environmental document for the Project, by roll call vote: AYES: Councilmember Nagales, Councilmember Coleman, Mayor Flores, Councilmember Nicolas; and Vice Mayor Addiego NAYS: None; ABSENT: None; ABSTAIN: None. ABSTAIN: None. 43 REGULAR CITY COUNCIL MEETING JUNE 25, 2025 MINUTES PAGE 6 8b. Resolution No. 86-2025 of the City Council of the City of South San Francisco vacating certain public rights-of-way commonly known as DNA Way, Cabot Road, and Point San Bruno Boulevard located entirely within the Genentech Campus Motion – Councilmember Nagales /Second –Vice Mayor Addiego: To approve Resolution No. 86-2025 of the City Council of the City of South San Francisco vacating certain public rights-of- way commonly known as DNA Way, Cabot Road, and Point San Bruno Boulevard located entirely within the Genentech Campus, by roll call vote: AYES: Councilmember Nagales, Councilmember Coleman, Mayor Flores, Councilmember Nicolas; and Vice Mayor Addiego NAYS: None; ABSENT: None; ABSTAIN: None. ABSTAIN: None. 8c. Resolution No. 87-2025 approving a Purchase and Sale Agreement with Genentech, Inc. for the disposition of the vacated public streets Cabot Road, Point San Bruno Boulevard, and DNA Way located entirely within the Genentech Campus for the sum of $25,000,000 and authorizing the City Manager to execute the Purchase and Sale Agreement. Motion – Councilmember Coleman /Second –Councilmember Nicolas: To approve Resolution No. 87-2025 approving a Purchase and Sale Agreement with Genentech, Inc. for the disposition of the vacated public streets Cabot Road, Point San Bruno Boulevard, and DNA Way located entirely within the Genentech Campus for the sum of $25,000,000 and authorizing the City Manager to execute the Purchase and Sale Agreement, by roll call vote: AYES: Councilmember Nagales, Councilmember Coleman, Mayor Flores, Councilmember Nicolas; and Vice Mayor Addiego; NAYS: None; ABSENT: None; ABSTAIN: None. ABSTAIN: None. 8d. Ordinance amending the South San Francisco Zoning Map to include additional properties within the Genentech Master Plan District. Motion – Councilmember Nicolas /Second –Councilmember Nagales: To introduce, on first reading, an Ordinance amending the South San Francisco Zoning Map to include additional properties within the Genentech Master Plan District, by roll call vote: AYES: Councilmember Nagales, Councilmember Coleman, Mayor Flores, Councilmember Nicolas; and Vice Mayor Addiego; NAYS: None; ABSENT: None; ABSTAIN: None. ABSTAIN: None. 8e. Resolution No. 88-2025 making findings and approving amendments to the Genentech 2020 Master Plan and associated General Plan Amendments. Motion – Councilmember Coleman /Second – Mayor Flores: To approve Resolution No. 88-2025 making findings and approving amendments to the Genentech 2020 Master Plan and associated General Plan Amendments, by roll call vote: AYES: Councilmember Nagales, Councilmember Coleman, Mayor Flores, Councilmember Nicolas; and Vice Mayor Addiego; NAYS: None; ABSENT: None; ABSTAIN: None. ABSTAIN: None. Meeting recessed at 8:51 p.m. Meeting resumed at 9:04 p.m. 44 REGULAR CITY COUNCIL MEETING JUNE 25, 2025 MINUTES PAGE 7 ADMINISTRATIVE BUSINESS . 9. Report regarding Resolution No. 89-2025 approving the South San Francisco Conference Center Authority Fiscal Year 2025 - 26 Budget. (Jim McGuire, South San Francisco Conference Center Authority Executive Director) Executive Director Jim McGuire presented the report and provided an overview of revenue sources. The Council expressed its appreciation for the work and dedication that have enhanced the visibility of the South San Francisco Conference Center by increasing its revenue during challenging times. Motion – Councilmember Nicolas /Second – Mayor Flores: To approve Resolution No. 89-2025 approving the South San Francisco Conference Center Authority Fiscal Year 2025 - 26 Budget, by roll call vote: AYES: Vice Mayor Addiego, Councilmember Nagales, Councilmember Coleman, Mayor Flores, and Councilmember Nicolas; NAYS: None; ABSENT: None; ABSTAIN: None. ABSTAIN: None. 10. Report regarding resolution authorizing fiscal year 2025-2026 Interim Funding for The South San Francisco Conference Center. (Jim McGuire, South San Francisco Conference Center Executive Director) 10a. Resolution approving interim funding for Fiscal Year 2025-26 for the South San Francisco Conference Center. Item 10 and 10a. – not heard 11. Report regarding Resolution No. 90-2025 adopting the City of South San Francisco Operating Budget for Fiscal Year 2025-26 and approving the Gann Appropriation Limit. (Karen Chang, Director of Finance and Greg Henry, Financial Services Manager) Finance Director Chang presented the report. Motion – Councilmember Coleman /Second – Councilmember Nicolas: To approve Resolution No. 90-2025 adopting the City of South San Francisco Operating Budget for Fiscal Year 2025-26 and approving the Gann Appropriation Limit, by roll call vote: AYES: Vice Mayor Addiego, Councilmember Nagales, Councilmember Coleman, Mayor Flores, and Councilmember Nicolas; NAYS: None; ABSENT: None; ABSTAIN: None. ABSTAIN: None. 12. Resolution approving interim spending authority for the first 90 days of Fiscal Year 2025-26. 12a. Report regarding a resolution approving the proposed Capital Improvement Program for fiscal year 2025-26. (Eunejune Kim, Director of Public Works/City Engineer and Matthew Ruble, Principal Engineer) Items 12 and 12a. – not heard 45 REGULAR CITY COUNCIL MEETING JUNE 25, 2025 MINUTES PAGE 8 13. Report regarding Resolution No. 91-2025 approving the Capital Improvement Program for Fiscal Year 2025-26. (Eunejune Kim, Director of Public Works/City Engineer, and Matthew Ruble, Principal Engineer) Principal Engineer Ruble presented the report. Motion – Councilmember Nicolas /Second – Councilmember Nagales: To approve Resolution No. 91-2025 approving the Capital Improvement Program for Fiscal Year 2025-26, approving the appropriations request of $24.03 million, authorizing City staff to prepare plans and specifications and advertise for construction bids for the projects under this program, and approving Budget Amendment Number 25.060 authorizing the amendment to the Fiscal Year 2024-25 budget to reallocate $12.68 million from prior-year funding, by roll call vote: AYES: Vice Mayor Addiego, Councilmember Nagales, Councilmember Coleman, Mayor Flores, Councilmember Nicolas; NAYS: None; ABSENT: None; ABSTAIN: None. ABSTAIN: None. 14. Report regarding Resolution No. 92-2025 waiving all fees associated with City permits for the Oyster Point Marina - West Basin Access Improvements (Permit Numbers B25- 1175 and E25-0541) project to be funded and performed by the San Mateo County Harbor District. (Sharon Ranals, City Manager) City Manager Ranals presented the report. Vice Mayor Addiego noted the positive relationship with the SMC Harbor District and emphasized the project's importance. Councilmember Coleman also stated that the collaboration has improved and thanked Commissioner Zemke for advocating on the city’s behalf. The following individual addressed the City Council: • San Mateo County Harbor District Commissioner Zemke Motion – Councilmember Nicolas /Second – Councilmember Nagales: To approve Resolution No. 92-2025 waiving all fees associated with City permits for the Oyster Point Marina - West Basin Access Improvements (Permit Numbers B25-1175 and E25-0541) project to be funded and performed by the San Mateo County Harbor District, by roll call vote: AYES: Vice Mayor Addiego, Councilmember Nagales, Councilmember Coleman, Mayor Flores, and Councilmember Nicolas; NAYS: None; ABSENT: None; ABSTAIN: None. ABSTAIN: None. ITEMS FROM COUNCIL – COMMITTEE REPORTS AND ANNOUNCEMENTS Mayor Flores informed the Council and the community about his advocacy efforts as President of the Peninsula Division of the League of California Cities, representing the South San Francisco community. 46 REGULAR CITY COUNCIL MEETING JUNE 25, 2025 MINUTES PAGE 9 CLOSED SESSION Entered into Closed Session: 9:46 p.m. 15. Conference with Labor Negotiators (Pursuant to Government Code Section 54957.6) Agency designated representatives: Sharon Ranals, City Manager, Rich Lee, Assistant City Manager, Leah Lockhart, Human Resources Director, Jesse Lad, Redwood Public Law, Christopher Boucher, Boucher Law Employee organizations: AFSCME Local 829, IAFF Local 1507, SSF Police Association, Teamsters Local 856-Confidential, Teamsters Local 856-Mid-Management, Unrepresented Groups: Executive Management, Public Safety Managers Resumed from Closed Session: 10:39 p.m. Report out of Closed Session by Mayor Flores: Direction given. No reportable action. ADJOURNMENT Being no further business, Mayor Flores adjourned the City Council meeting at 10:40 p.m. *** Adjourned in Memory of Benito “Jamie” Del Rosario Jr. *** Submitted by: Approved by: Rosa Govea Acosta Eddie Flores City Clerk Mayor Approved by the City Council: / /2025 NOTE: The Meeting Minutes represent actions taken during the meeting of the City Council. These action minutes are the City’s record of actions that took place at the meeting. Complete Council member's discussions of meeting items can be viewed in archived video/audio recordings on the City’s website at https://www.ssf.net/Government/Video-Streaming-City-and-Council- Meetings/City-Council Pursuant to Government Code section 54957.5 all written public comments submitted to the City Council become public record and will be made available to the public. Public comments submitted via the eComment portal can be viewed in the City Clerk’s repository at https://ci-ssf- ca.granicusideas.com/meetings?scope=past 47 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-668 Agenda Date:7/9/2025 Version:1 Item #:6. Motion to accept the construction improvements of the Karyl Matsumoto Plaza Project (st1603)as complete in accordance with plans and specifications (total construction cost $742,171.60).(Philip Vitale,Deputy Director of Capital Projects) RECOMMENDATION It is recommended that the City Council,by motion,accept the construction improvements of the Karyl Matsumoto Plaza Project (CIP Project No.st1603)as complete in accordance with plans and specifications (total construction cost $742,171.60). BACKGROUND/DISCUSSION On November 8,2023,City Council awarded the Karyl Matsumoto Plaza Project (CIP Project No.st1603)to Raposo Engineering Inc.of Hayward,California.The project work associated with this project was completed in June 2025. The new project created a new plaza between the west entrance of the South San Francisco Caltrain Station tunnel and the intersection of Airport Boulevard and Grand Avenue.The project included completion of grading,site preparation,underground electrical and drainage work,landscaping,irrigation,foundations and installation of art pieces,site lighting,and electrical work for art pieces.Since opening to the public on September 21,2024,the plaza has welcomed South San Francisco residents and visitors as the gateway to downtown. FISCAL IMPACT The total construction cost incurred for the project is summarized as follows: Raposo Engineering Inc. Base Contract $540,523.10 Construction Contingency $201,648.50 Total Construction Budget $742,171.60 This project was included in the City of South San Francisco’s Fiscal Year 2022-2023 Capital Improvement Program (Project No. ST1603, PF2303, PF2102). RELATIONSHIP TO STRATEGIC PLAN This effort is included in the City’s Strategic Plan.It aligns with Priority #2 which is focused on enhancing quality of life by building and maintaining a sustainable city,making our city a great place to live,learn,and play. City of South San Francisco Printed on 7/3/2025Page 1 of 2 powered by Legistar™48 File #:25-668 Agenda Date:7/9/2025 Version:1 Item #:6. CONCLUSION Staff recommend acceptance of the project as complete.Upon acceptance,a Notice of Completion will be filed with the County of San Mateo Recorder’s Office.At the end of the thirty-day lien period,the retention funds will be released to the contractor. City of South San Francisco Printed on 7/3/2025Page 2 of 2 powered by Legistar™49 Exempt from Recording Fee by Government Code 6103 Recording Requested By and When Recorded Mail to: City of South San Francisco P.O. Box 711 South San Francisco, CA 94083 Attn: City Manager’s Office - Capital Projects _________________ SPACE ABOVE THIS LINE FOR RECORDER'S USE _________________ NOTICE OF COMPLETION Notice is hereby given that we, the undersigned, City of South San Francisco, the owner of that certain piece of land situated in the City of South San Francisco, County of San Mateo, State of California, and described as follows, to-wit: KARYL MATSUMOTO PLAZA PROJECT PROJECT NO. ST1603 That the City of South San Francisco, as owner of said land, did, on the 9th of November 2023, enter into a contract with Raposo Engineering, Inc. for the subject project upon the land above described. That on the 17TH of June 2025, the said contract or work of improvement, as a whole, was actually completed by the said contractor; That the name and address of all the owner of said property are as follows: City of South San Francisco P. O. Box 711 - 400 Grand Avenue South San Francisco, CA 94083 and the nature of our title to said property is fee Ownership I, Jacob Gilchrist, being duly sworn, says: I am the Director of Capital Projects for the City of South San Francisco, the owner of the property described in the foregoing notice. I have read the foregoing notice and know the contents thereof, and the same is true of my own knowledge. .............Owner.............. CITY OF SOUTH SAN FRANCISCO . By: ________________________________ Jacob Gilchrist, Director of Capital Projects Date: ______________________________ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . STATE OF CALIFORNIA County of San Mateo } SS. Subscribed and sworn to (or affirmed) before me on this ______ day of _______________, 20____, by Jacob Gilchrist, proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. WITNESS my hand and official seal __________________________________ A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. 50 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-1213 Agenda Date:7/9/2025 Version:1 Item #:7. Report regarding a resolution adopting the Centennial Way Trail Master Plan -Revised January 2025 (Philip Vitale, Deputy Director of Capital Projects) RECOMMENDATION It is recommended that the City Council adopt a resolution approving the Centennial Way Trail Master Plan - Revised January 2025 (Project No. pk2103). BACKGROUND/DISCUSSION Centennial Way Trail is a Class I bicycle and pedestrian pathway that spans approximately three miles,connecting the South San Francisco and San Bruno BART stations.The City constructed the trail and is responsible for its ongoing maintenance.In late 2020,the City assumed maintenance responsibilities for additional sections of the BART right-of- way,significantly expanding opportunities for trail enhancements and programming.In early 2021,the City retained Callander Associates,a landscape architecture and planning firm,to collaborate with the community and stakeholders on the development of a vision plan to guide long-term improvements and programming for the trail. During preparation of the Master Plan,the City engaged with the San Francisco Public Utilities Commission (SFPUC), which owns several parcels along the trail corridor.The SFPUC was exploring potential future uses for their parcels, which could have implications for trail development.As a result,the SFPUC requested that the segment between West Orange Avenue and Spruce Avenue-referred to as Opportunity Area 2-be omitted from the Master Plan to allow time for internal review.In February 2022,the City Council adopted the Centennial Way Trail Master Plan,excluding Opportunity Area 2 in accordance with SFPUC’s request. In 2024,following notification that SFPUC had completed its internal evaluation of parcel use,the City re-engaged Callander Associates using remaining funds from the original LEAP Grant.The team developed conceptual designs for Opportunity Area 2 in coordination with SFPUC staff.Initial concepts were presented at a Project Review meeting in July 2024,followed by additional meetings with SFPUC staff to address land use constraints and ensure compatibility with SFPUC operations. The SFPUC expressed general support for the proposed improvements,with the understanding that any construction on their property would be subject to further SFPUC review and approval in future design phases.Additional updates to the master plan include revised site material preferences (e.g.,decomposed granite),regulatory signage,and fitness equipment.Text revisions are shown in italic font throughout the updated document as Attachment 2.Improvements already constructed within Opportunity Area 1 are shown in Appendix G. Environmental Review As a guiding document,this master plan is not subject to California Environmental Quality Act (CEQA).Pursuant to CEQA Guidelines section 15061(b)(3),the approval of the master plan does not have the potential to have a significant effect on the environment as it provides high level guidance only;and does not approve any projects,permit any construction,commit to a specific development,or grant any entitlements.Individual improvement projects will be evaluated for CEQA compliance as designs for each project are advanced. FISCAL IMPACT The estimated cost of improvements identified in the Updated January 2025 Master Plan is approximately $22.8 million. This estimate excludes costs associated with the Centennial Way Park South project,which opened to the public in City of South San Francisco Printed on 7/3/2025Page 1 of 2 powered by Legistar™51 File #:24-1213 Agenda Date:7/9/2025 Version:1 Item #:7. September 2024. Cost estimates reflect 2024 construction pricing and are expected to increase over time due to inflation.For budgeting purposes, staff recommend applying an annual inflation factor of 6% for years beyond 2024. If the Revised January 2025 Master Plan is approved,staff will continue to pursue grants,developer fees,and other potential funding sources to support project implementation, which can be executed in phases as funding is secured. RELATIONSHIP TO STRATEGIC PLAN Approval of this action will contribute to the City’s Strategic Plan.It aligns with Priority #2,which is focused on enhancing quality of life by building and maintaining a sustainable city,making the city a great place to live,learn and play. CONCLUSION Staff recommends that the City Council adopt a resolution approving the Centennial Way Trail Master Plan - Revised January 2025 (Project No. pk2103). City of South San Francisco Printed on 7/3/2025Page 2 of 2 powered by Legistar™52 Centennial Way TrailMaster Plan Update South San Francisco City Council July 9, 2025 TRAIL 53 TRAIL INTRODUCTION The trail master plan update process started in 2021 and was adopted by the City Council in February 2023 Trail improvements within the SFPUC property were removed to allow for a separate SFPUC approval process Coordination with the SFPUC began in June, and a revised plan was approved in August 54 TRAIL CONTEXT MAP Overall trail alignmentTrail segment with proposed improvements in SFPUC property 55 TRAIL PROPERTY OWNERSHIP SFPUC PROPERTY BART PROPERTY 56 TRAIL PRIOR MASTER PLAN UPDATE 57 TRAIL REVISED MASTER PLAN 58 TRAIL PLAN REVISIONS NEW SKATE SPACE LOCATION PREVIOUS SKATE SPACE LOCATION MOVED INTERPRETIVE FEATURES TO BART PROPERTY MOVED FITNESS STATIONS TO SFPUC PROPERTY EDGE PREVIOUS OUTDOOR CLASSROOM LOCATION NEW OUTDOOR CLASSROOM LOCATION 59 TRAIL PLAN REVISIONS REMOVED CONNECTION TO ELEMENTARY SCHOOL REMOVED CONNECTION TO HIGH SCHOOL REMOVED NEW TREES IN SFPUC PROPERTY ADDED SFPUC INTERPRETATIVE PANEL 60 TRAIL RECOMMENDATION Staff recommends that the City Council adopt a resolution approving the Centennial Way Trail Master Plan – Revised January 2025 61 TRAIL 62 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-1215 Agenda Date:7/9/2025 Version:1 Item #:7a. Resolution adopting the Centennial Way Trail Master Plan - Revised January 2025 for the City of South San Francisco. WHEREAS,in June 2020,the City Council adopted a resolution authorizing the City of South San Francisco to accept grant funds in the amount of $300,000 as part of the Local Government Planning Support Grants Program,part of which was to be used for planning efforts along Centennial Way Trail; and WHEREAS,in 2020,the City took over maintenance and development rights to additional portions of the Bay Area Rapid Transit (BART)right-of-way,significantly expanding opportunities for capital improvements and programming along the Centennial Way Trail; and WHEREAS, in February 2022, City Council adopted the Centennial Way Trail Master Plan; and WHEREAS,the master plan excluded improvements for parcels owned by the San Francisco Public Utilities Commission (SFPUC) between Orange Avenue and Spruce Avenue at the request of the SFPUC; and WHEREAS, the master plan served as a tool to guide improvements along Centennial Way Trail; and WHEREAS,in early 2024 the City reengaged the SFPUC to develop conceptual designs that included parcels owned by the SFPUC; and WHEREAS,the SFPUC expressed general support for the proposed improvements,with the understanding that any construction on their property would be subject to further SFPUC review and approval in future design phases; and WHEREAS,on September 17,2024,the South San Francisco Parks and Recreation Commission recommended that City Council adopt the Revised Centennial Way Trail Master Plan; and WHEREAS,the revised master plan sets forth guiding policies,anticipated goals,and planned programs,but do not actually commit the City to adopt or fund any projects or programs,and individual improvement projects,should they be undertaken by the City,will be evaluated for environmental effects and applicable mitigation during their respective design and approval phases;as such,approval of the proposed master plans are not subject to California Environmental Quality Act (CEQA)pursuant to CEQA Guidelines section 15061(b)(3)as the approval of the master plan does not have the potential to have a significant effect on the environment. Thus, no further CEQA action would be required at this time. NOW,THEREFORE,BE IT RESOLVED that the City Council of the City of South San Francisco hereby determines the Centennial Way Trail Master Plan -Revised January 2025 is exempt from CEQA as its adoption does not have the potential for causing a significant effect on the environment,and adopts the Centennial Way Trail Master Plan -Revised January 2025 included with the accompanying July 9,2025 City Council Staff Report as Attachment 1 and incorporated herein by this reference. ***** City of South San Francisco Printed on 7/3/2025Page 1 of 1 powered by Legistar™321 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-317 Agenda Date:7/9/2025 Version:1 Item #:8. Report regarding a resolution authorizing the acceptance of $127,000 in grant funding from the County of San Mateo for the Big Lift Little Steps Preschool at the Gene Mullin Community Learning Center and amending the Parks and Recreation Department’s Fiscal Year 2025-26 Operating Budget pursuant to Budget Amendment Number 26.006.(Angela Duldulao, Deputy Director of Parks and Recreation) RECOMMENDATION It is recommended that the City Council adopt a resolution authorizing the acceptance of $127,000 in grant funding from the County of San Mateo for the Big Lift Little Steps Preschool at the Gene Mullin Community Learning Center and amending the Parks and Recreation Department’s Fiscal Year 2025-26 Operating Budget pursuant to Budget Amendment Number 26.006. BACKGROUND/DISCUSSION The Big Lift is a collective impact collaborative launched in 2012 by three agencies,the County of San Mateo, the San Mateo County Office of Education,and Silicon Valley Community Foundation.The goal of the initiative is to help San Mateo County students achieve reading proficiency by the end of third grade.The City of South San Francisco has been the recipient of Big Lift grant funds since Fiscal Year 2014-15,using these funds to open and operate the Little Steps Preschool at the Gene Mullin Community Learning Center in April 2016.Little Steps Preschool is administered by the Parks and Recreation Department (Department)and has a licensed capacity of 20 students.Families eligible for this subsidized program must qualify as low-income households pursuant to California Department of Housing and Urban Development (HUD)income ceilings and are assessed tuition on a sliding scale,not to exceed the City’s adopted preschool fee based on family size and household income. The program operates Monday through Friday, 7:30 a.m. to 6:00 p.m. While Big Lift grant funds have fluctuated over the years,the grant amount remained steady at $220,000 per year from Fiscal Years 2019-20 through 2023-24.This amount was sufficient to cover roughly 80%of program costs largely attributed to staffing,and the City’s General Fund subsidized the remaining program expenses.In October 2023,staff met with Big Lift grant administrators who indicated that the City’s grant could be cut by more than half in Fiscal Year 2024-25.This significant change in funding was attributed to a reallocation of their funds to transitional kindergarten through third grade programs in addition to preschools. Anticipating a funding reduction,in January 2024,staff applied for San Mateo County’s Measure K funding under the priority area of “Children,Families,and Seniors”in order to fill this looming funding gap.With over $250 million in requests for the first year and only $35 million in available funding,the application pool for Measure K funds was very competitive and staff were unsuccessful in obtaining a grant award for Little Steps Preschool.Staff continue to seek out grant opportunities to support ongoing subsidies for the Little Steps Preschool and have not yet been successful in receiving grants for the next fiscal year. In Fiscal Year 2024-25,Big Lift grant administrators confirmed the City would receive a smaller grant award of $127,000,essentially enough funding to subsidize half of the site’s children.The same amount has been confirmed for Fiscal Year 2025-26. As a result of reduced funding,staff will continue the plan implemented in 2024-25 to maintain at least 10 ofCity of South San Francisco Printed on 7/3/2025Page 1 of 2 powered by Legistar™322 File #:25-317 Agenda Date:7/9/2025 Version:1 Item #:8. As a result of reduced funding,staff will continue the plan implemented in 2024-25 to maintain at least 10 of the 20 spaces at Little Steps Preschool available at no cost or on a sliding scale for income-eligible families, consistent with past Big Lift practices.The other 10 spaces would be made available at the adopted preschool fee, consistent with other City operated preschool sites. Fortunately,no children have been displaced or impacted as vacancies are created by natural attrition that occurs through the summer and fall months as children graduate into kindergarten and transitional kindergarten. In short, no families who received Big Lift subsidy were or will be faced with unexpected fees. Staff also continues to work with families to connect them with resources for other subsidies with partner agencies, and referral agencies like the San Mateo County Child Care Coordinating Council. FISCAL IMPACT City Council’s authorization to receive $127,000 for Fiscal Year 2025-26 will allow for continued operation of the Little Steps Preschool from July 1,2025,to June 30,2026.This amount covers the cost of one teacher, allowing the City to offer up to 10 of the 20 preschool spaces on a sliding scale cost model,with the program being available at no cost for most income-eligible families.The other 10 spaces are available to full fee-paying families. Receipt of these funds does not commit the City to ongoing funding. To date,staff has not yet received information about the potential funding outlook beyond Fiscal Year 2025-26. If grant funding becomes unfeasible or is eliminated and alternative grant funding cannot be secured,staff will return to the City Council with a recommendation to consider alternatives for operating Little Steps Preschool. One such option would be to convert the Little Steps Preschool to a fee-based program,similar to Siebecker and Westborough Preschools,which is already subsidized by the City’s General Fund to remain very affordable. RELATIONSHIP TO STRATEGIC PLAN Acceptance of these grant funds will contribute to the City’s Strategic Plan under the major focus area of creating a “Welcoming and Connected Community”by increasing access to childcare and supporting underserved communities. CONCLUSION It is recommended that the City Council authorize the acceptance of $127,000 in grant funding for Fiscal Year 2025-26,which will allow the Parks and Recreation Department to continue to operate the Little Steps Preschool at the Community Learning Center.The Parks and Recreation Department will continue to work collaboratively with our Big Lift partners and will continue to seek out grant funds to enhance the quality of City and community preschools. City of South San Francisco Printed on 7/3/2025Page 2 of 2 powered by Legistar™323 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-318 Agenda Date:7/9/2025 Version:1 Item #:8a. Resolution authorizing the acceptance of $127,000 in grant funding from the County of San Mateo for the Big Lift Little Steps Preschool at the Gene Mullin Community Learning Center and amending the Parks and Recreation Department’s Fiscal Year 2025-26 Operating Budget pursuant to Budget Amendment Number 26.006. WHEREAS,the Big Lift initiative,a collaborative launched by the County of San Mateo,the San Mateo County Office of Education,and Silicon Valley Community Foundation,aims to help San Mateo County students achieve reading proficiency by the end of third grade; and WHEREAS,the Department of Parks and Recreation has been the recipient of Big Lift grant funds since Fiscal Year 2014-15,using these funds to open the Little Steps Preschool at the Gene Mullin Community Learning Center in April 2016; and WHEREAS,these grant funds will be utilized to fund the Little Steps Preschool and support reading readiness, parent engagement,improved attendance,and enhanced preschool teacher trainings,as allowed by the terms of the grant agreement; and WHEREAS,acceptance of these funds does not commit the City to ongoing funding after the close of the grant cycle; and WHEREAS,receipt of these grant funds enables the Parks and Recreation Department to offer 10 subsidized preschool spaces at the Little Steps Preschool to low-income households pursuant to California Department of Housing and Urban Development (HUD)income ceilings,and eligible families would be assessed tuition on a sliding scale, not to exceed the City’s adopted preschool fee, based on family size and household income; and WHEREAS,through the Big Lift,the City will work collaboratively with other Big Lift partners to enhance the quality of City and community preschools. NOW,THEREFORE,BE IT RESOLVED,that the City Council of the City of South San Francisco hereby authorizes the acceptance of $127,000 in grant funding from the County of San Mateo for the Big Lift Little Steps Preschool at the Gene Mullin Community Learning Center and amends the Parks and Recreation Department’s Fiscal Year 2025-26 Operating Budget pursuant to Budget Amendment Number 26.006. BE IT FURTHER RESOLVED,that the City Council hereby authorizes the City Manager to execute the documents necessary to accept the grant funding and take any other actions necessary to carry out the intent of this resolution on behalf of the City Council, subject to approval as to form by the City Attorney. ***** City of South San Francisco Printed on 7/3/2025Page 1 of 1 powered by Legistar™324 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-531 Agenda Date:7/9/2025 Version:1 Item #:9. Report regarding a resolution authorizing the City Manager to enter into a services agreement with the South San Francisco Unified School District in an amount not to exceed $1,110,480 for the Parks and Recreation Department to operate an extended learning program for students enrolled in the South San Francisco Unified School District’s Expanded Learning Opportunities Program for the 2025-2026 school year and amending the Parks and Recreation Department’s Fiscal Year 2025-26 Operating Budget pursuant to Budget Amendment Number 26.008.(Angela Duldulao, Deputy Director of Parks and Recreation) RECOMMENDATION It is recommended that the City Council adopt a resolution authorizing the City Manager to enter into a services agreement with the South San Francisco Unified School District in an amount not to exceed $1,110,480 for the Parks and Recreation Department to operate an extended learning program for students enrolled in the South San Francisco Unified School District’s Expanded Learning Opportunities Program for the 2025-2026 school year and amending the Parks and Recreation Department’s Fiscal Year 2025-26 Operating Budget pursuant to Budget Amendment Number 26.008. BACKGROUND/DISCUSSION The Expanded Learning Opportunities Program (ELOP)administered by the California Department of Education provides funding for after school and summer school learning and enrichment programs for students in transitional kindergarten through sixth grade.The focus is on local educational agencies (LEAs)with the highest concentration of targeted disadvantaged students (i.e.English learners and students categorically eligible for free or reduced-price meals). Local educational agencies must operate the Expanded Learning Opportunities Program pursuant to the requirements in California Education Code Section 46120. “Expanded learning”under the code is defined as before school,after school,summer,or intersession learning programs that focus on developing the academic,social,emotional,and physical needs and interests of pupils through hands-on, engaging learning experiences.It is the intent of the legislation that expanded learning programs are pupil-centered, results driven,include community partners,and complement,but do not replicate,learning activities in the regular school day and school year.In order to qualify,students or families must either be on free or reduced lunch program,homeless, or foster youth.ELOP must operate a minimum of nine hours per day.During the 180 days of instructional learning during the school year,nine hours are a combination of instructional school day hours and in-person before and/or after school program hours.The program must also operate a minimum of nine hours per day for an additional 30 non-school days (i.e. breaks and school holidays). The City has a long history of partnering with the South San Francisco Unified School District (District)to offer extended day programs for its STEAM and BLISS Summer School Programs,as well as expanding its after school programs.With City Council’s approval of this request,the City will be entering into its third year as one of several partners operating ELOP on District campuses.District staff requested that the City’s Parks and Recreation Department continue ELOP for the 2025-2026 school year on the six campuses where the City currently operates programs.These campuses include Buri Buri Elementary School,Los Cerritos Elementary School,Martin Elementary School,Monte Verde Elementary School, Ponderosa Elementary School,and Spruce Elementary School.During the school year,the afternoon extended day program managed and staffed by the Parks and Recreation Department operates from bell time until 6:00 p.m.During non -school days, the Department operates from 7:30 a.m. to 6:00 p.m. The program is offered at no cost to families who meet the criteria mentioned above.If spaces are available after all eligible families have been served,other families can join ELOP on a sliding scale rate.The City will be reimbursed by City of South San Francisco Printed on 7/3/2025Page 1 of 3 powered by Legistar™325 File #:25-531 Agenda Date:7/9/2025 Version:1 Item #:9. eligible families have been served,other families can join ELOP on a sliding scale rate.The City will be reimbursed by the District for direct and overhead costs via ELOP funding. New this year,the District has requested that the Parks and Recreation Department increase the ELOP enrollment capacity to up to 210 children.Over the past two years,the City has been contracted to serve 120 children and has accepted over 180 children into the Department’s program at the District’s request.Costs for children over the contracted capacity continue to be reimbursed by the District based on a per child rate identified in the agreement. FISCAL IMPACT The District will reimburse the City using State grant monies for all costs outlined in the ELOP agreement between the City and District.The ELOP agreement with the District was approved by the District Board of Trustees on June 26, 2025,and the contract term would be effective as of July 1,2025.Therefore,this item is being submitted as a separate budget request for consideration. Budget Amendment Number 26.008 requests amendments to the Parks and Recreation Department’s FY 2025-26 expenditure and revenue budgets as identified in Attachment 1 and summarized below. Staffing Expenditures:$858,732 ·1.0 FTE full-time, regular (limited term) Recreation and Community Services Coordinator ·11.68 FTE part-time, hourly Recreation Leader III Supplies and Services Expenditures:$93,607 ·Snack ·Snack -Budget Transfer (Administrative transfer between general ledger accounts in the amount of $40,000 in ELOP funding already in the Department’s budget.) ·Program Supplies Total Expenditure Request:$952,339 Total Revenue Request:$1,110,480 ·To be reimbursed by the District from the ELOP grant The Recreation and Community Services Coordinator position is being requested as a 1.0 FTE full-time,regular,limited- term position.This position has been identified as limited-term given that it is funded by the ELOP grant.While the ELOP program is defined by the 180 days of after school program and 30 days of non-school programming falling short of a full year,the Coordinator will be responsible for program administration and curriculum planning which takes place year-round. The anticipated revenue amount includes overhead costs for administrative and custodial support that will be charged to the District on top of direct expenses for personnel and program supplies.Based on the contracted amount of 210 children,this results in a per child rate of $4,242 per year for 180 days of after school services,and $1,046 per child per year for 30 non-school day services. RELATIONSHIP TO STRATEGIC PLAN Approval of this service agreement with the South San Francisco Unified School District will contribute to the City’s Strategic Plan under the major focus area of creating a “Welcoming and Connected Community”by increasing access to childcare and supporting underserved communities. CONCLUSION As the provider of preschools,before and after school programs,and seasonal camp programs,the Parks and Recreation Department fully appreciates,supports,and advocates for affordable,high-quality programs for children in South San Francisco.City staff will continue to work with District personnel and other partners to continue ELOP as the District City of South San Francisco Printed on 7/3/2025Page 2 of 3 powered by Legistar™326 File #:25-531 Agenda Date:7/9/2025 Version:1 Item #:9. Francisco.City staff will continue to work with District personnel and other partners to continue ELOP as the District moves through the program’s third year of implementation. City of South San Francisco Printed on 7/3/2025Page 3 of 3 powered by Legistar™327 STAFFING (salary and benefits included) Position FTE Cost RCS Coordinator - Full-Time (Limited Term)1.0 173,939$ Recreation Leader III - Hourly 11.68 684,793$ TOTAL STAFF 12.68 858,732$ SUPPLIES Item Cost Snack 23,525$ Snack - Budget Transfer 40,000$ Program Supplies 30,082$ TOTAL SUPPLIES 93,607$ TOTAL STAFF + SUPPLIES Budget Amendment Expenditure Request Amount 952,339$ OVERHEAD* Item Cost Custodial 16,185$ Administrative Oversight 141,956$ TOTAL OVERHEAD 158,141$ GRAND TOTAL - ALL COSTS Budget Amendment Revenue Request Amount, Reimbursable by District 1,110,480$ ATTACHMENT 1 South San Francisco Unified School District Request for City Services Proposed Expanded Learning Opportunities Program (ELOP) 2025-2026 Budget Proposal TOTAL ANNUAL PROGRAM COST ABOUT THIS REPORT: Based on discussions with South San Francisco Unified School District (District) staff and requirements for the Expanded Learning Opportunities Program (ELOP) (California Education Code Section 46120), the cost outlined in this report presumes staffing and supplies for up to 210 students in grades transitional kindergarten to fifth grade. The schools to be served by this program are Buri Buri Elementary School, Los Cerritos Elementary School, Martin Elementary School, Monte Verde Elementary School, Ponderosa Elementary School, and Spruce Elementary School. 328 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-533 Agenda Date:7/9/2025 Version:1 Item #:9a. Resolution authorizing the City Manager to enter into a services agreement with the South San Francisco Unified School District in an amount not to exceed $1,110,480 for the Parks and Recreation Department to operate an extended learning program for students enrolled in the South San Francisco Unified School District’s Expanded Learning Opportunities Program for the 2025-2026 school year and amending the Parks and Recreation Department’s Fiscal Year 2025-26 Operating Budget pursuant to Budget Amendment Number 26.008. WHEREAS,the City of South San Francisco (City)has a long history of partnering with the South San Francisco Unified School District (District); and WHEREAS,the City’s Parks and Recreation Department received a request from District staff to partner with the District to continue an extended day program through the Expanded Learning Opportunities Program (ELOP)for the 2025-2026 school year, and the City is one of several providers who have been engaged to support the District’s ELOP; and WHEREAS,ELOP is a state-mandated program from the California Department of Education that provides funding for after school and summer school enrichment programs for transitional kindergarten through sixth grade,with a focus on local educational agencies (LEAs)with the highest concentration of targeted disadvantaged students (English learners and students categorically eligible for free or reduced-price meals); and WHEREAS,LEAs must operate the ELOP pursuant to the requirements in California Education Code Section 46120, including the development of a program plan; and WHEREAS,the Parks and Recreation Department continues to operate an ELOP on the six campuses where the City currently operates programs:Buri Buri Elementary School,Los Cerritos Elementary School,Martin Elementary School, Monte Verde Elementary School, Ponderosa Elementary School, and Spruce Elementary School; and WHEREAS, the City’s ELOP is contracted to serve up to 210 children in transitional kindergarten through fifth grade. NOW,THEREFORE,BE IT RESOLVED,that the City Council of the City of South San Francisco hereby approves the services agreement with the South San Francisco Unified School District in an amount not to exceed $1,110,480 for the Parks and Recreation Department to operate an extended learning program for students enrolled in the South San Francisco Unified School District’s Expanded Learning Opportunities Program for the 2025-2026 school year,attached hereto and incorporated herein as Exhibit A,and amending the Parks and Recreation Department’s Fiscal Year 2025-26 Operating Budget pursuant to Budget Amendment Number 26.008. BE IT FURTHER RESOLVED,that the City Council hereby authorizes the City Manager to execute the agreement in substantially the same form as Exhibit A,and any other documents necessary to partner with the District and take any other actions necessary to carry out the intent of this resolution on behalf of the City Council,subject to approval as to form by the City Attorney. ***** City of South San Francisco Printed on 7/3/2025Page 1 of 1 powered by Legistar™329 SERVICES AGREEMENT By and Between: CITY OF SOUTH SAN FRANCISCO and SOUTH SAN FRANCISCO UNIFIED SCHOOL DISTRICT This SERVICES AGREEMENT (''Agreement") is entered into this 1st day of July 2025 (the "Effective Date") by and between The City of South San Francisco (the “Provider” or “City”) and South San Francisco Unified School District (the "District") to define their relationship and responsibilities in connection with the Expanded Learning Opportunities Programs (ELOP). District and Provider are sometimes individually referred to as “Party” and collectively as “Parties.” RECITALS A. The District and the Provider wish to enter into an agreement that defines their relationship, describes services that the Provider will provide for and on behalf of the District to operate certain educational programs in connection with the ELOP as specified in Exhibit A attached hereto, and establishes the manner in which services will be provided. B. The Provider has expertise in providing services of the type described in this Agreement and has the necessary knowledge, skill, and experience to provide those services for the District. C. The District desires to retain the Provider to provide the services described in this Agreement at the schools within the District identified on or pursuant to Exhibit A (the "School(s)") for payment by the District. D. The Parties desire to enter into this Agreement to memorialize the terms and conditions of the Services. However, this Agreement in no way replaces nor supersedes the requirements and obligations under the Joint Use of Facilities Agreement or the Memorandum of Understanding Regarding City-Operated Childcare Program / Before and After School Program separately negotiated and executed by the Parties. NOW, THEREFORE, in consideration for the foregoing and mutual covenants contained in this Agreement, the Parties agree as follows: Section 1. Incorporation of Recitals. The foregoing recitals are incorporated into and made a part of this Agreement. Section 2. Term. This Agreement is for a term commencing on the Effective Date and continuing through June 30th, 2026 (the ''Term") unless the Agreement is terminated sooner in accordance with the terms of this Agreement. After the Term 1 June 26, 2025 Page 266 Action 330 of this Agreement, the Agreement will automatically renew on an annual basis, subject to the Termination provisions of this Agreement. Section 3. Scope of Services. The Provider agrees to provide the services described in Exhibit A to this Agreement (the “Services”) for and on behalf of the District in accordance with the terms and conditions of this Agreement. Section 4. Statement of Work. The Provider will be responsible for performing the Services; providing all materials necessary for the Services; and paying all taxes, employees' salaries or contracts, and other expenses associated with performing the Services. The Provider or its subcontractors will be responsible to direct and control the performance of the Services on a day-to-day basis and to provide and supervise all personnel who perform the Services. The District from time to time, may request changes to the Scope of Services. Any amendments to this Agreement must be made in writing and signed by both Parties. Section 5. Independent Contractor. The relationship between the Provider and the District shall be that of an independent contractor and no joint venture or partnership between the Provider and the District is created through this Agreement. Section 6. Schedule for the Services. The District and Provider will cooperate to develop a schedule for the Services that is mutually agreeable to the Parties. For each session, the schedule will include the starting and ending time, the location or locations in the School(s) where the Provider will perform the Services, and any other information that the Parties mutually deem appropriate. The District and Provider recognize that the schedule for the services provided may change based on District, state, and federal requirements. Section 7. Custodial. The District will provide custodial services for any additional classrooms, bathrooms, multi-use rooms, and outdoor space that are needed for the Provider to operate the Services, including any cleaning, maintenance, and repair. Section 8. Enrollment of Students. The Parties will cooperate to provide information regarding the Provider's Services to parents and students and to enroll students in the Services in the manner set forth in Exhibit A. Section 9. Payment. The District shall pay Provider directly in the amounts and on the schedule set for in Exhibit B ("the Program Fee”) to cover some or all of the cost of the Services as set forth in Exhibit B. The Provider shall be solely responsible for costs not covered by the District through independently charging and collecting tuition from participant parents or legal guardians of enrolled students as part of providing the Services. 2 June 26, 2025 Page 267 Action 331 Section 10. Staffing by Provider. The District has retained the Provider to perform the Services because of its expertise and the skill and experience of its professional staff and personnel, and the skill and experience of its subcontractors. The Provider must maintain and use sufficient staff to effectively fulfill the Provider's obligations under this Agreement, and the Provider's personnel, and any subcontractor's personnel, must be fully qualified to perform their respective duties. Section 11. Confidential Information. A. Acknowledgment of Confidentiality. The Parties acknowledge that they may be exposed to confidential and proprietary information of the other party including, without limitation, curriculum and instructional materials, other technical information (including functional and technical specifications, designs, analysis, research, processes, computer programs, and methods), business information (including marketing, financial, and personnel information), intellectual property, trade secrets, and other information designated as proprietary or confidential expressly or by the circumstances in which it is provided ("Confidential Information"). Confidential Information does not include (i) information already known or independently developed by the recipient, (ii) information in the public domain through no wrongful act of the recipient, or (iii) information received by the recipient from a third party who was free to disclose it, or (iv) information required to be disclosed by law or court order including but not limited to the California Public Records Act. B. Covenant Not to Disclose or Misuse Confidential Information. Each Party agrees that, with respect to the other Party's Confidential Information, it shall not, without the other Party's prior written approval, use, disclose to third parties, alter, or remove the Confidential Information in a manner not expressly authorized by this Agreement except as approved in advance by the owner of the information. Each Party shall use at least the same degree of care in safeguarding the other Party's Confidential Information as it uses in safeguarding its own confidential information. C. Ownership of Curriculum and Instructional Materials. All curriculum, instructional materials, and other documents and items are the property of the Provider and are to be treated as proprietary and confidential. Such items shall not be used by the District or School(s) for any purpose without the express written consent of the Provider. D. Student Records. The Provider will comply with the relevant requirements of the Family Educational Rights and Privacy Act (“FERPA”) (20 U.S.C. 3 June 26, 2025 Page 268 Action 332 1232g) and all other applicable federal and state law regarding the confidentiality of personally identifiable student information provided by the District. Any release of information contained in student education records provided by the District must be approved by the District. To protect the confidentiality of student education records provided by the District, the Provider will limit access to such records to those employees who reasonably need access to them in order to perform their responsibilities under this Agreement. Section 12. Compliance with Laws. The Provider and its subcontractors must perform the Services in compliance with all applicable federal, state, county, and local laws and regulations and all applicable District and School policies and rules in effect now or later and as amended from time to time, including the Drug Free Workplace Act, FERPA, the Protection of Pupil Rights Amendment, the Health Insurance Portability and Accountability Act, and all applicable non-discrimination laws. Section 13. Background Checks. The Provider will comply with all applicable background check laws for its employees and subcontractors that (i) will have contact with children through their performance of the Services, and (ii) are not also employed by the District. Further requirements are set forth in Exhibit A. For any District employees who perform Services for the Provider, the Provider shall be entitled to rely on the District's criminal background check and determination of suitability for employment, and the Provider shall not be required to perform any additional background check or determination of suitability for such persons. Section 14. Insurance. Provider, at its own expense, shall procure and maintain the following insurance policies, at a minimum, in the following amounts: A. Workers' Compensation and Employers’ Liability Insurance: Workers Compensation insurance affording workers’ compensation benefits for all employees as required by state and federal laws, and Employers’ Liability Insurance covering all employees who are to provide Services under this agreement, with a bodily injury per accident limit of liability of at least one million dollars ($1,000,000), bodily injury by disease limit each employee of one million dollars ($1,000,000), and bodily injury by disease policy limit of one million dollars ($1,000,000). The workers’ compensation policy must contain a waiver of subrogation clause. B. Commercial General Liability Insurance (Primary and Excess). Commercial General Liability Insurance or equivalent with limits of not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage liability. 4 June 26, 2025 Page 269 Action 333 C. Automobile Liability Insurance. Automobile Liability Insurance when any motor vehicle (whether owned, non-owned or hired) is used in connection with Services to be performed, with limits of not less than one million dollars ($1,000,000) per occurrence, for bodily injury and property damage. D. Umbrella / Excess Liability Insurance. Umbrella or Excess Liability Insurance, or Excess coverage with limits not less than four million dollars ($4,000,000) per occurrence, which will provide additional limits for Provider’s general liability, automobile liability, and Employer’s Liability Insurance policies. E. Sexual Abuse and Molestation Insurance. Sexual Abuse and Molestation Insurance with limits not less than five million dollars ($5,000,000) per occurrence and five million dollars ($5,000,000) in the aggregate. F. The Provider shall include the District as an additional insured or additional covered party to the insurance policies described above (excluding the Workers’ Compensation and Professional Liability Insurance Policies). G. Further, the Provider, upon the District's request, shall furnish the District with a Certificate of Insurance or Certificate of Coverage. The Provider shall provide the District toreceive ten (10) days prior notice of cancellation and change in scope or modification in coverage of such insurance coverage. Section 15. Termination. A. Termination for Default. Either Party may terminate this Agreement if the other Party materially fails to observe or perform any covenant, obligation, or provision of this Agreement, and the Party's material failure continues for a period of thirty days after it receives a written notice of default from the other Party. B. Termination for Convenience. Either Party may terminate this agreement for convenience upon 60 days written notice to the other party. C. Payment for Services Rendered. In the event of any termination, the Provider may charge tuition and fees and shall be obligated to pay usage fees to the District in accordance with Exhibit A up to the date the Agreement is terminated. Section 16. Cooperation. Each Party agrees to cooperate with the other Party with respect to the performance of the Services in an effort to provide quality programming for students within the District and School(s). 5 June 26, 2025 Page 270 Action 334 Section 17. Indemnification. A. The Provider agrees to indemnify, defend and hold harmless the District and/or Schools and its Board of Directors and its employees from and against claims, liabilities, damages, losses, costs and expenses (including attorneys' fees), to the extent arising out of or resulting from the gross negligence or willful misconduct of the Provider. B. The District and/or Schools agree to indemnify, defend and hold harmless the Provider, its board of directors, officers, agents and employees from and against claims, liabilities, damages, losses, costs and expenses (including attorneys' fees), to the extent arising out of or related to the gross negligence or willful misconduct of the District and/or Schools. Section 18: General Provisions. A. Notices. All notices, billings, and other correspondence required to be given to either Party pursuant to this Agreement shall be sent by email or facsimile or delivered or mailed to the following addresses: If to the District: South San Francisco Unified SD 398 B Street South San Francisco, CA 94080 Phone: 650-877-8700 Email: smoore@ssfusd.org Attention: Shawnterra Moore Thomas If to the Provider: City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Phone: 650-877-8502 Email: sharon.ranals@ssf.net Attention: Sharon Ranals B. Recordkeeping. The Provider shall maintain books and records relating to the performance of the Services including records of the enrollment of students, collection of tuition and fees, and payment of fees to the District. The District shall have a right to inspect such records upon notice to the Provider at a time that is mutually convenient for the Parties. C. Entirety. This Agreement, together with the Exhibits attached hereto, constitutes the entire Agreement between the Parties with respect to the subject matter hereof, and supersedes any other negotiations, agreements or communications, whether written or oral, that have been made by either Party. Notwithstanding the foregoing, this Agreement shall not impact the terms, conditions, and obligations set forth under the Joint Use of Facilities Agreement or the Memorandum of Understanding Regarding City-Operated Childcare Program / Before and After School Program separately negotiated and executed by the Parties. 6 June 26, 2025 Page 271 Action 335 D. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. E. Venue. The venue for any court action to interpret or enforce this Agreement or to litigate any claim arising out of this Agreement shall be the Superior Court of the County of San Mateo. F. Severability. In case any provision in this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected. G. Authority to Execute. Each Party represents and warrants to the other that this Agreement has been duly authorized and that the person who executed this Agreement is authorized to do so on behalf of the Party. This Agreement may be executed in two or more counterparts. H. Assignment. Neither Party may assign this Agreement in whole or in part without the prior written approval of the other Party. I. Exhibits. The following exhibits are incorporated into and made a part of this Agreement: Exhibit A - Scope of Services Exhibit B - Payment Terms [SIGNATURE PAGES FOLLOW] 7 June 26, 2025 Page 272 Action 336 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first written above. SOUTH SAN FRANCISCO UNIFIED SCHOOL DISTRICT By: _______________________ Its: _______________________ Date: ______________________ THE CITY OF SOUTH SAN FRANCISCO By: _______________________ Its: _______________________ Date: ______________________ 8 June 26, 2025 Page 273 Action 337 EXHIBIT A SCOPE OF SERVICES The following Scope of Services has been agreed to by the Provider and District: 1. Provider, the City of South San Francisco, will operate Expanded Learning Opportunities Programs at the following District schools during the 2025-2026 school year (180 days): a. Buri Buri Elementary, located at 325 Del Monte Ave., South San Francisco, CA 94080 b. Los Cerritos Elementary, located at 210 W. Orange Ave., South San Francisco, CA 94080 c. Martin Elementary, located at 35 School Street, South San Francisco, CA 94080 d. Monte Verde Elementary, located at 2551 St. Cloud Ave., San Bruno, CA 94066 e. Ponderosa Elementary, located at 295 Ponderosa Road, South San Francisco, CA 94080 f. Spruce Elementary, located at 501 Spruce Ave., South San Francisco, CA 94080 2. The City of South San Francisco will operate an Expanded Learning Opportunities Program (“ELOP”) from the end of the school day until 6:00 p.m. at Schools A through F. The program will operate on the 180 academic school days during the academic year. 3. The City of South San Francisco will operate an ELOP Program from 7:30 a.m. to 6:00 p.m. for 30 non-instructional days including, but not limited to, winter-break, spring-break, summer-break, and will be closed on federal holidays. a. Sites may include those listed in A through F above, as well as City-owned facilities. 4. The City of South San Francisco will operate ELOP Programs beginning August 15, 2025 - June 30, 2026. 5. The City of South San Francisco will specifically provide: a. Manager(s) to oversee all aspects of all the District's programs, providing a direct link for all District administrators. b. Staffing Requirements i. California law (Ed. Code §§ 8483.4(a), 46120(b) The California Department of Education also dictates many staffing requirements, including: 1. Provider must employ a coordinator or lead teacher for each site. 2. ELOP must maintain an adult-student ratio of 1:10 for TK & K and 1:20 for 1st-6th grades. 3. All staff used in the above ratio must meet the District’s minimum qualifications for an instructional aide: South San Francisco Unified School District Instructional Aide requirements: ii. All staff must successfully pass Department of Justice and FBI background checks as set forth in Education Code section 45125.1 et seq., and the tuberculosis certification requirements of Education Code section 49406, prior to their coming into contact with students. iii. All staff must take the mandated reporter training before they can have contact with students. Staff can take the training online or in person. Staff must take the mandated reporter training every two years. iv. Program staff will have the following skill set: 1. Classroom management skills; 2. Ability to help students with homework in a way that helps students improve their learning; 3. Cultural competency and sensitivity to the unique needs of the school population; 9 June 26, 2025 Page 274 Action 338 4. Ability to successfully work with all students including unduplicated students and special education students; 5. Program staff will carry walkie-talkies or other means of communicating timely and efficiently in case of an emergency. 6. All programs are equipped with emergency procedures (maps, routes, protocols) and equipment. v. Program staff will sign District internet use agreement. vi. By September 30, Provider shall provide the District a list of staff and their qualifications in meeting the Instructional Aide requirements. vii. Staff lists should include: 1. Name of staff person 2. Date of negative TB risk assessment or examination in full compliance with the requirements of Education Code section 49406 3. Date of fingerprint and criminal background check clearance, satisfying the requirements of Education Code section 45125.1 4. Date of completion of mandated reporter training Fingerprinting and TB testing must be completed prior to the staff person working at the school. There can be no exceptions to this policy. viii. Provider shall also submit a volunteer policy and a list of approved volunteers to the District and school site before volunteers can work on-site. Any volunteer who will have frequent or prolonged contact with students must submit evidence of an examination within the past 60 days to determine that the volunteer is free of active tuberculosis. Volunteers who will have frequent or prolonged contact with students must also complete a criminal background check. Volunteers should never be alone with students. ix. Provider shall furnish staff with all materials and tools required to perform the services under this agreement. c. All program management and oversight, including structure, scheduling, vendor management, etc. d. Ongoing enrichment throughout the year. e. Parent registration available online with in-person support for families who need assistance. f. Support for any parent questions or issues. g. Marketing materials and other information to promote the programs to interested families. h. Outreach to your District community to build relationships and solicit feedback. i. Adherence to the following toileting policy to ensure the health, safety, and dignity of all participating students: i. Providers must ensure that students have safe and appropriate restroom access at all times and should encourage and allow students to use the restroom as needed to prevent accidents. ii. For TK and kindergarten students, scheduled restroom breaks should be incorporated into program routines. iii. Supervision should be provided in a manner that ensures student safety while also maintaining privacy. iv. In the event of an accident, staff may assist students in changing into clean clothes only if the student is unable to change independently. Staff should support students with verbal cues and minimal physical assistance as needed, while encouraging independence to the greatest extent possible. v. If a student requires toileting assistance beyond what is described above, parents / guardians will be contacted to provide support. vi. In the event of repeated accidents or concerns regarding toileting independence, staff 10 June 26, 2025 Page 275 Action 339 will notify parents to discuss appropriate next steps. vii. All students and staff must follow proper hygiene practices, including handwashing with soap and water after restroom use. Staff must also wash their hands after assisting students or handling soiled clothing. viii. If clothing becomes soiled, it should be double-bagged in sealed plastic bags and sent home with the student for laundering. j. Attendance - i. Grant funding is dependent on adequate attendance and attendance reporting. Attendance policy is dictated by the California Department of Education. Provider programs funded by the ELOP grant are required to keep attendance records but are not held to the 85% daily attendance requirement. k. Attendance Reporting i. ELOP grant programs require program attendance to be reported to the State twice a year – on January 31 and July 31. Provider must submit hard copies of attendance sheets to the District 30 days in advance of the state due date. ii. Provider must keep accurate and detailed attendance records that support the attendance reported to the District, the state and federal government. Provider should keep copies of attendance records for at least 5 years. These records shall be made available to the District at the District’s request. It is Provider’s responsibility to make sure all attendance information is submitted to the District accurately. Provider must track attendances daily and keep parent/caregivers’ sign in and out sheets (hard copies). Sign in and sign out sheets must have parent/caregiver signatures, and the Site Supervisor must date and tally the sheets. iii. Attendance (total students served) is calculated by adding together the number of students who participated each day of the program during the Attendance Period l. Meals and Snacks - Providers operating an ELOP shall comply with the snack and/or meal requirements outlined in Education Code section 8482.3(d), meaning that snacks should conform to nutrition standards found in Article 2.5 (commencing with Section 49430) of Chapter 9 of Part 27 of Division 4 of Title 2, and meals shall conform to the nutrition standards of the United States Department of Agriculture’s at-risk afterschool meal component of the Child and Adult Care Food Program (42 U.S.C. Sec. 1766). m. Incident Notification i. Provider shall notify the District by the next working day following, and to submit a written report within seven days of, the occurrence of any health- or safety- related issues, including, but not limited to, issues involving criminal background clearances for employees and building safety. ii. For purposes of this section, and “event” includes any of the following: 1. Death of a child from any cause 2. Any injury to a child that requires medical treatment 3. Any unusual incident or child absence that threatens the physical or emotional health or safety of a child 4. Any suspected abuse or neglect, as defined in Penal Code section 11165.6 5. Epidemic outbreaks 6. Poisonings 7. Fire or explosions that occur in or on the premises 8. Exposure to toxic substances. n. Non-school Days and Hours - Pursuant to Education Code section 46123(b)(1)(B), for the 30 non-instructional days, inclusive of extended school year days, that Provider operates the after-school programs, Provider will provide no less than nine (9) hours of in-person expanded learning opportunities per day. Extended school year days may include in-person before or after school expanded learning opportunities that, when added to daily instructional minutes, recess, and meals, are not less than nine hours of 11 June 26, 2025 Page 276 Action 340 combined instructional time, recess, meals and expanded learning opportunities per instructional day. o.Sample Program Schedule for Regular School Days - Prior to August 1, 2025, Provider will provide the District with a sample program schedule that describes how the Provider will combine its programming with the instructional day to create a minimum of nine hours per day of programming. Provider’s programming must include both an educational and enrichment element; the sample program schedule should clearly identify that these elements are met. p.Evaluation - Provider is required to adhere to the evaluation and quality standards initiatives led by the District. Minimally, Provider must implement the California After School Network PQA Program Quality Assessment tool two times per year and involve at least: the ELOP Coordinator, site Administration, and additional stakeholders to be determined. Provider will share results with the District. Extended Learning Program partner directors are expected to participate in meetings at the District office twice a month to discuss program development and program strengths and needs to align practices. EXHIBIT B PAYMENT TERMS School Year 2025/26 Summary: The District will pay the cost for a minimum of 35 TK/K- 5th students per elementary school to enroll in the 180 after school days and 30 non-instructional days for a total guarantee of 210 students. The cost per student from August 15th, 2025-June 30th, 2026, will be $4,242 per student for 180 academic days and $1,046 per student for the 30 non-instructional days. Based on the District's desired enrollment the total cost from August 15th, 2024 - June 30th, 2025, will be $1,110,480 ($185,080 per school), broken down as follows: ●210 students to enroll in the 180 after school days x $4,242 = $890,820 ●210 students to enroll in the 30 non-instructional days x $1,046 = $219,660 Increments: By mutual agreement, the District may choose to pay the tuition for additional TK-6th grade students to attend the 180 academic days in groups of 20 at a cost of $84,840 per group and 20 TK-6th grade students to attend the 30 non-instructional days, at a cost of $20,920 per group. The same terms and procedure as above apply, including but not limited to calculation of the aggregate additional payment over the applicable term and payments quarterly. Payments: The District is required to pay all bills within 45 days of receipt. Failure to do so may result in the reduction of services until the bill has been paid. 12 June 26, 2025 Page 277 Action 341 By mutual agreement, the District and Provider may add additional dates of service, services, and rates to the Provider Fee Schedule. 13 June 26, 2025 Page 278 Action 342 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-616 Agenda Date:7/9/2025 Version:1 Item #:10. Report regarding a resolution approving the acceptance of grant funds from the Kaiser Permanente Northern California Community Health Grant in the amount of $25,000 and amending the Parks and Recreation Department Fiscal Year 2025-26 Operating Budget pursuant to Budget Amendment Number 26.005.(Angela Duldulao, Parks and Recreation Deputy Director) RECOMMENDATION It is recommended that the City Council adopt a resolution approving the acceptance of grant funds from the Kaiser Permanente Northern California Community Health Grant in the amount of $25,000 and amending the Parks and Recreation Department Fiscal Year 2025-26 Operating Budget pursuant to Budget Amendment 26.005. BACKGROUND/DISCUSSION For more than 75 years,Kaiser Permanente has been committed to improving the health of their members, patients,and the communities they serve.They recognize that good health extends beyond the doctor’s office and the hospital.Having a safe place to live,enough money to pay the bills,healthy food to eat,and easy access to quality health care are essential for good health.The Kaiser Permanente Northern California Community Health Grant strategies address these critical health needs with the goal of improving conditions for health and equity in the communities they serve. The Parks and Recreation Department has been awarded a Kaiser Permanente Northern California Community Health Grant in the amount of $25,000 for its Congregate Nutrition Program for a third consecutive year.The City of South San Francisco is able to operate a Congregate Nutrition Program to address food insecurity among older adults (ages 60+)thanks to a grant from San Mateo County Aging and Adult Services Division (AAS)funded by the Older Americans Act (OAA).The program serves up to 90 meals every Tuesday and Thursday from 12:00 p.m.to 2:00 p.m.to adults ages 60 and older.This is a non-fee-based program,but voluntary contributions of $6 per meal are accepted.Meals are served from the Roberta Cerri Teglia Center (601 Grand Avenue,South San Francisco),which is the City's primary hub for senior services and programs, and features numerous programs and activities geared towards older adults as well as an Adult Day Care. Based on the current schedule and demand for meals,the AAS grant funds 4,000 meals,which only covers about six months of service.This $25,000 Kaiser Community Health Grant will supplement the cost of meals for another six months,allowing the program to carry on with its current schedule and capacity for the entire fiscal year 2025-26.Without a source of additional funding,the Department would have to consider reducing the number of meals served per week if the program were to take place over the course of the year. FISCAL IMPACT No funding beyond the grant amount is being requested at this time.Staff will consider other external funding opportunities as the Congregate Nutrition Program develops during its third year of service. RELATIONSHIP TO STRATEGIC PLAN Acceptance of this funding will contribute to the City’s major focus area of creating a welcoming and City of South San Francisco Printed on 7/3/2025Page 1 of 2 powered by Legistar™343 File #:25-616 Agenda Date:7/9/2025 Version:1 Item #:10. connected community, supporting the City’s key strategy to foster an age-friendly community. CONCLUSION Acceptance of this grant is important to addressing food insecurity for older adults with the Congregate Nutrition Program.Staff recommends that the City Council adopt a resolution approving the acceptance of grant funds from the Kaiser Permanente Northern California Community Health Grant in the amount of $25,000 and amending the Parks and Recreation Department Fiscal Year 2025-2026 Operating Budget pursuant to Budget Amendment Number 26.005. City of South San Francisco Printed on 7/3/2025Page 2 of 2 powered by Legistar™344 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-617 Agenda Date:7/9/2025 Version:1 Item #:10a. Resolution approving the acceptance of grant funds from the Kaiser Permanente Northern California Community Health Grant in the amount of $25,000 and amending the Parks and Recreation Department Fiscal Year 2025-26 Operating Budget pursuant to Budget Amendment Number 26.005. WHEREAS,the City of South San Francisco Parks and Recreation Department has been awarded a Kaiser Permanente Northern California Community Health Grant in the amount of $25,000 for its Congregate Nutrition Program; and WHEREAS,the City of South San Francisco is able to operate a Congregate Nutrition Program to address food insecurity among older adults (ages 60+)thanks to a grant from San Mateo County Aging and Adult Services Division (AAS) funded by the Older Americans Act (OAA); and WHEREAS,the AAS grant funds 4,000 meals,which only covers about six months of service based on the program’s current schedule and service of up to 90 meals every Tuesday and Thursday to adults ages 60 and older; and WHEREAS,the Kaiser Community Health Grant will supplement the cost of meals for another six months, allowing the program to carry on with its current schedule and capacity for the entire fiscal year 2025-26; and WHEREAS, a copy of the grant agreement is attached herein as Exhibit A. NOW,THEREFORE,BE IT RESOLVED,that the City Council of the City of South San Francisco hereby approves the acceptance of grant funds from the Kaiser Permanente Northern California Community Health Grant in the amount of $25,000 and authorizes the City Manager to execute the grant agreement. BE IT FURTHER RESOLVED,that the City Council approves an amendment to the Parks and Recreation Department Fiscal Year 2025-26 Operating Budget pursuant to Budget Amendment Number 25.006. ***** City of South San Francisco Printed on 7/3/2025Page 1 of 1 powered by Legistar™345 1 | P a g e UNCONDITIONAL GRANT AGREEMENT Kaiser Foundation Hospitals (Grantor) makes this grant to City of South San Francisco (Grantee) for the purpose and with the terms outlined below. The following terms listed below, and all exhibits, appendices, and other attachments hereto form “the Agreement.” Grant Title: South San Francisco Congregate Nutrition Program 2025-2026 Grant Number: 179679 Grant Purpose: The City of South San Francisco is seeking up to $25,000 to support the Congregate Nutrition Program at the Roberta Cerri Teglia Center by providing nutritious meals to seniors. The project will benefit older adults, targeting those who are 60 and older. Grant Objectives: Grantee agrees to make reasonable progress towards achieving the objective(s) as stated in the grant application. Reasonable progress will be determined in exercise of Grantor’s sole discretion Grant Period: Start Date: 7/1/2025 End Date: 6/30/2026 Term: 12 months Grant Amount: $25,000.00 Project Contact Person: Laura Armanino, Recreation Program Manager laura.armanino@ssf.net 650-829-3983 Grantee Mailing Address: 400 Grand Ave South San Francisco, California 94080 Fiscal Sponsor If the organization is using a fiscal sponsor, the fiscal sponsor becomes the Grantee and is responsible for ensuring progress towards achieving the grant outcomes and monitoring/reporting on grant expenditures. If the section below is blank, the organization is not using a fiscal sponsor. Kaiser Permanente Grant Lead: Tracy Ward tracy.l.ward@kp.org Special Conditions This is an unconditional Grant subject to the terms below. Docusign Envelope ID: A47FDC8C-7DA1-42EA-815F-43B9A4E5235D Exhibit A 346 2 | P a g e Payment Schedule Payment dates are approximate. Initial payment is based on execution of the grant agreement; any subsequent payment dates are estimated. If multiple payments are indicated, the payments will be dispersed after receipt and review of the corresponding reports. Payment Amount: $25,000.00 Due upon execution of the grant agreement Reporting Schedule Final Narrative and Expenditure Report Due: 7/31/2026 I.GRANT TERMS A.Use of Grant Funds. Grantee will use the grant funds for the intended purpose. Grant funds may not be expended, loaned, pledged, or transferred for reasons other than carrying out the Project without Grantor’s prior written approval. Grantee may not expend any grant funds for any purpose that is not charitable, for any political or impermissible lobbying activity, or for any purpose other than one specified in Section 170(c)(2)(b) of the Internal Revenue Code. B.Grant Expenditures. Grantee agrees that the grant fund expenditures will be allocated as specifically itemized in the budget submitted in your grant application. Grantee will seek prior written approval from Grantor for any budget re-allocations exceeding 10% of the total grant amount. Reporting Guidelines. The results of the grant are important and will help shape the future of Kaiser Permanente’s grantmaking. The Grantee is responsible for submitting required reporting using Kaiser Permanente’s online grants management system and if applicable Kaiser Permanente's identified collection tool for data metrics, in accordance with the reporting schedule above. An email notification will be sent to the submitter identified on the grant application 30 days prior to the report due date. To ensure the submitter’s contact information is up to date, please notify the Kaiser Permanente Grant Lead with any changes. Any questions or concerns regarding specific reporting requirements should be discussed and resolved in consultation with the Kaiser Permanente Grant Lead. Please note, if the grant requires working with an external evaluator or if the grantee is requested to participate in interviews or focus groups, the grantee will be notified of their requested participation in any evaluation activities in advance of the activity. If multiple payments are indicated, the payments will be dispersed upon receipt and approval of the corresponding reports. C.Public Access. If requested, Grantee will provide Grantor copies of any results, reports, publications, data, and other materials created or developed through the Docusign Envelope ID: A47FDC8C-7DA1-42EA-815F-43B9A4E5235D Exhibit A 347 3 | P a g e Project, unless such information is propriety or contains information deemed sensitive by the Grantee. If any third-party reports, articles, or other publications regarding the Project funded by this grant are available to the public, Grantee will assist Grantor in obtaining copies if needed. D.Non-discrimination. Grantee agrees that, in carrying out the objectives supported by this grant, it will not unlawfully discriminate in its employment practices, volunteer opportunities, or the delivery of programs or services, based on race, color, religion, gender, gender identity/expression, national origin, ancestry, age, medical condition, disability, veteran status, marital status, sexual orientation, or any other characteristic protected by law. E.Nonprofit Status. Grantee affirms that it is currently in good standing, and shall remain during the period funded, a nonprofit public benefit corporation exempt fro m federal income taxes under section 501(c)(3) of the Internal Revenue Code or a local, state, or federal government agency eligible to receive charitable contributions as described in the grant proposal submitted. Grantee will notify Grantor immediately of any changes in its tax status during the grant term. F.Change in Grantee Operations. Grantee will advise Grantor within thirty (30) business days of the occurrence, or actual knowledge of the imminent occurrence, of any of the following changes in Grantee's status. In the event of any of these occurrences the agreement will be terminated: 1.Grantee no longer retains the services of personnel adequate to enable Grantee to continue to perform its obligations under this Agreement. 2.Grantee's inability to expend grant funds in accordance with the terms of the grant Agreement, or; 3.Any development that significantly and adversely affects the operation of the Project or Grantee, including, without limitation, changes to Project scope of grant or timeline. 4.Any changes to Grantee’s financial status that adversely affects the operation of the Project or Grantee. G.Conflict of Interest. Grantee shall, in connection with the grant application submission, have disclosed to Grantor a comprehensive list of Grantee’s Directors, Officers, and individuals on its governing body and an assessment of their affiliations, if any, to Kaiser Permanente or any of the Permanente Medical Groups and their subsidiaries, for the purpose of identifying and eliminating any possible conflicts of interest. Grantee will disclose any changes to the list of Directors, Officers, or individuals on its governing body and their affiliations that may generate a potential conflict of interest during the term of this Agreement to ensure compliance with policy. H.Future Funding. Grantee acknowledges that Grantor and its representatives have made no actual or implied promise of future funding except for the amounts specified by this Agreement. Docusign Envelope ID: A47FDC8C-7DA1-42EA-815F-43B9A4E5235D Exhibit A 348 4 | P a g e II.PUBLICITY/PROMOTION A.Grantee Communications with Media/Use of Logo. Grantor requires review and comment on all press releases that are directly related to the grant, as applicable. Grantor requests prior approval before the use of its logo in any communications. If Grantee plans to issue a press release related to this Grant, Grantee will contact Grantor at least 15 days before the desired announcement date. Grantor must be addressed as “Kaiser Permanente” in all communications. Grantor acknowledges that Grantee, if a 501(c)(3) organization is subject to certain limitations regarding public acknowledgment and agrees that any such decisions regarding visibility and donor recognition will be subject to any such limitations. B.Communications with Media and Published Materials. Grantor may periodically publicize Project progress and/or results through public communications (including press releases), reports, websites, and other materials. Grantee agrees that Grantor may use the logo of the organization in such publications. III.GRANT TERMINATION: RIGHT TO MODIFY A.Grantor may terminate this grant for convenience upon 30 days’ written notice. Grantor or Grantee may terminate this grant immediately for the reasons specified in this Agreement or in willful misconduct or negligence. IV.INDEMNIFICATION A.To the extent consistent with applicable law, each Party agrees to defend, indemnify, and hold the other Party and its officers, employees, directors, owners, and authorized agents harmless from and against all third-party claims, suits, damages and liabilities, costs and expenses incurred therewith, including reasonable attorneys' fees, to the extent caused by the negligent or willful act or omission of the in demnifying Party, its officers, employees, directors, owners, or authorized agents. V.COMPLIANCE A.Grantee agrees to comply with all applicable laws in the use of the grant funds and Grantee’s development and operation of the Project. Grantee shall (i) maintain, in full force and effect, all required governmental or professional licenses and credentials for itself, its facilities and its employees and all other persons engaged in work in conjunction with this grant, and (ii) perform its duties and obligations under this Agreement according to industry standards and in compliance with all applicable laws. As an organization with numerous contracts with the federal government, Kaiser Permanente and its affiliates are subject to various federal laws, executive or ders, and regulations regarding equal opportunity and affirmative action. This Section constitutes notice that Grantee may be required to comply with the following Federal Acquisition Regulations (each a “FAR”) at 48 CFR Part 52, which are incorporated herein by reference: (a) Equal Opportunity (April 2002) at FAR 52.222-26; (b) Equal Opportunity Docusign Envelope ID: A47FDC8C-7DA1-42EA-815F-43B9A4E5235D Exhibit A 349 5 | P a g e for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sept. 2006) at FAR 52.222-35; (c) Affirmative Action for Workers with Disabilities (June 1998) at FAR 52.222-36, and (d) Utilization of Small Business Concerns (May 2004) at FAR 52.219¬8. To the extent any of the foregoing federal statutes become applicable to Grantee, Kaiser Permanente will advise Grantee. In addition, Executive Order 13495 concerning the obligations of federal contractors and subcontractors to provide notice to employees about their rights under Federal labor laws, or its successor, shall be incorporated herein by reference. VI.MISCELLANEOUS A.In the event that any suit or action is instituted concerning the Agreement, the substantially prevailing Party shall recover all costs, including, without limitation, the court costs and reasonable attorney's fees incurred in each such action, suit, or proceeding, including all appeals or petitions therefrom. Grantee may not assign any right, duty, or obligation under this Agreement without prior written approval from Kaiser Permanente. Any change of ownership or control of Grantee shall be deemed an assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective, permitted successors and assigns. This Agreement, including any exhibits and attachments (all of which are incorporated into this Agreement by this reference), is the entire Agreement of the Parties with respect to the subject matter herein, and supersedes all other agreements, promises, negotiations, or representations, whether oral or written. This Agreement, including exhibits and attachments, may not be amended except in a writing signed by each Party. Regarding administration of this grant, the parties understand and agree that each is always acting and performing as an independent contractor. Except as expressly set forth in this Agreement, neither Party, nor any of its employees, shall be construed to be the agent, employee, or representative of the other for any purpose, or liable for any acts or omissions of the other. Docusign Envelope ID: A47FDC8C-7DA1-42EA-815F-43B9A4E5235D Exhibit A 350 6 | P a g e SIGNATURE PAGE, Grant #179679 1. Grantee Signature. By signing this Agreement, the Grantee signatory acknowledges that they have read and understood the Agreement, they have the authority to sign this Agreement and bind the Grantee thereto, and that the Grantee hereby accepts and agrees to perform all the terms of this Agreement. 2. Kaiser Permanente Signature. By signing this Agreement, KP signatory acknowledges that they have read and understood the Agreement, they have the authority to sign this Agreement and bind KP thereto, and that KP hereby accepts and agrees to perform all the terms of this Agreement. Grantee Organization Signatory Name: Greg Mediati Title: Director of Parks and Recreation Department Organization: City of South San Francisco Signature: /\dsa2/ Date Signed: /\dda2/ Kaiser Foundation Hospital/Health Plan Signatory Name: Stacey Wagner Title: Public Affairs Director, Redwood City Organization: Kaiser Foundation Hospitals Signature: /\dsa1/ Date Signed: /\dda1/ Docusign Envelope ID: A47FDC8C-7DA1-42EA-815F-43B9A4E5235D 5/22/2025 Exhibit A 351 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-623 Agenda Date:7/9/2025 Version:1 Item #:11. Report regarding a resolution authorizing the acceptance of $59,780 from the California State Library to support Project Read through the Adult Literacy Services program as projected in the Library Department’s fiscal year 2025-26 revenue estimate (Valerie Sommer, Library Director) RECOMMENDATION It is recommended that the City Council adopt a resolution authorizing the acceptance of $59,780 from the California State Library to support Project Read’s Adult Literacy Services program as projected in the Library Department’s fiscal year (FY) 2025-26 revenue estimate. BACKGROUND/DISCUSSION Project Read has been informed that an award in the amount of $59,780 from the California State Library was granted to support the continuation of the Adult Literacy Services program offered for low-literacy adults in North San Mateo County.This award is slightly higher than last year’s award.In Project Read’s Adult Literacy Services program,trained volunteers provide tutoring for English-speaking adults with low literacy skills.Tutoring is provided in one-to-one and small-group sessions and is tailored to each learner’s individual goals and aspirations.Tutoring sessions take place in comfortable spaces in the library and other welcoming places in the learner’s community.In addition to tutoring,staff and volunteers connect learners with library programs and resources and other community services.Statewide literacy programs often recruit learners to work as staff members or volunteers, and learners often serve as program ambassadors. Learners also can take part in supplementary programs that support their progress in areas such as digital literacy, financial literacy,and health literacy.South San Francisco Public Library’s Project Read program has been serving the North San Mateo County community since 1985.Partners include South San Francisco Adult Education,Skyline College,the City’s Economic Advancement Center,and additional nonprofits and community organizations in South San Francisco and San Mateo County. FISCAL IMPACT Funds have been identified as expected revenue in the Library Department’s FY 2025-26 Operating Budget. RELATIONSHIP TO STRATEGIC PLAN Acceptance of this funding will contribute to the City’s Strategic Plan under Priority #2,Quality of Life,by supporting learning programs. CONCLUSION Receipt of these funds will enable the Library to continue to provide and support library literacy services in North San Mateo County through Project Read’s Adult Literacy Services program.It is recommended that the City Council accept $59,780 in funding from the California State Library to support Project Read’s adult literacy programming in FY 2025- 26. City of South San Francisco Printed on 7/3/2025Page 1 of 1 powered by Legistar™352 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-624 Agenda Date:7/9/2025 Version:1 Item #:11a. Resolution authorizing the acceptance of $59,780 from the California State Library to support Project Read through the Adult Literacy Services program as projected in the Library Department’s Fiscal Year 2025-26 revenue estimate. WHEREAS,the City of South San Francisco (“City”)Library Department established Project Read to assist adults and their families in reaching literacy goals; and WHEREAS,Project Read’s Adult Literacy Services program provides tutoring for English-speaking adults with low literacy skills, including one-on-one and small group tutoring sessions; and WHEREAS,the California State Library has awarded the Library $59,780 to support Project Read’s Adult Literacy Services program; and WHEREAS,the funding will support the continuation of the Adult Literacy Services program offered for low-literacy adults in North San Mateo County; and WHEREAS,staff recommends the acceptance of funding in the amount of $59,780 from the California State Library to support Project Read’s Adult Literacy Services in FY 2025-26. NOW,THEREFORE,BE IT RESOLVED that the City Council of the City of South San Francisco does hereby accept $59,780 in funding from the California State Library to support Project Read’s Adult Literacy Services program as projected in the Library Department’s FY 2025-26 revenue estimate. ***** City of South San Francisco Printed on 7/3/2025Page 1 of 1 powered by Legistar™353 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-625 Agenda Date:7/9/2025 Version:1 Item #:12. Report regarding a resolution authorizing the acceptance of $40,000 from the California State Library to support Project Read through the Family Literacy Services (FLS)program and amending the Library Department’s fiscal year 2025-26 Operating Budget and approving Budget Amendment Number 26.007 (Valerie Sommer, Library Director) RECOMMENDATION It is recommended that the City Council adopt a resolution authorizing the acceptance of $40,000 from the California State Library to support Project Read’s Family Literacy Services (FLS)program and amending the Library Department’s fiscal year 2025-26 Operating Budget and approving Budget Amendment Number 26.007. BACKGROUND/DISCUSSION Project Read has been informed that an award in the amount of $40,000 from the California State Library was granted to support the continuation of the Family Literacy Services program offered for low-literacy parents and their children in North San Mateo County.This award is slightly higher than last year’s award.Project Read’s Family Literacy Services program provides story times,free books,learning activities,and parenting classes for Project Read’s participants.Funding will be used to strengthen our FLS program through community outreach and services offered to existing and new clients.FLS programming includes My First Year,a literacy program designed for parents,caregivers,and children ages 0-5.This program provides free books to help families build home libraries,opportunities to meet other parents,and encourages families to read with their children and sing songs to support early language development.Additionally,FLS offers special library story times with book giveaways,as well as digital literacy workshops where families can learn to safely search and read online content,use email and social media,and communicate through video conferencing platforms.The goal is to engage low-literacy adults,helping them develop the confidence and skills needed to support their children as they prepare for school. FISCAL IMPACT Funds will be used to amend the Library Department’s fiscal year 2025-26 Operating Budget via Budget Amendment Number 26.007. Receipt of these funds does not commit the City to ongoing funding. RELATIONSHIP TO STRATEGIC PLAN Acceptance of this funding will contribute to the City’s Strategic Plan under Priority #2,Quality of Life,by supporting family literacy programs. CONCLUSION Receipt of these funds will enable the Library to continue to support family literacy services in North San Mateo County through Project Read’s Family Literacy Services program.It is recommended that the City Council accept $40,000 in funding from the California State Library to support family literacy programming and amend the Library Department’s fiscal year 2025-26 Operating Budget and approve Budget Amendment City of South San Francisco Printed on 7/3/2025Page 1 of 2 powered by Legistar™354 File #:25-625 Agenda Date:7/9/2025 Version:1 Item #:12. and amend the Library Department’s fiscal year 2025-26 Operating Budget and approve Budget Amendment Number 26.007. City of South San Francisco Printed on 7/3/2025Page 2 of 2 powered by Legistar™355 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-626 Agenda Date:7/9/2025 Version:1 Item #:12a. Resolution authorizing the acceptance of $40,000 from the California State Library to support Project Read through the Family Literacy Services (FLS)program,amending the Library Department’s fiscal year 2025-26 Operating Budget and approving Budget Amendment Number 26.007. WHEREAS,the City of South San Francisco ("City")Library Department established Project Read to assist adults and their families in reaching literacy goals; and WHEREAS,Project Read’s Family Literacy Services (“FLS”)program provides story times,free books,learning activities, and parenting classes for Project Read participants; and WHEREAS, the California State Library has awarded the Library $40,000 to support Project Read’s FLS programs; and WHEREAS,funding will be used to strengthen the FLS program through community outreach and services offered to existing and new clients; and WHEREAS,the foregoing funds will enable the Library to continue to support family literacy services in North San Mateo County through Project Read’s Family Literacy Services program; and WHEREAS,staff recommends the acceptance of funding in the amount of $40,000 from the California State Library to support Project Read’s FLS program; and WHEREAS,the fiscal impact of acceptance of this funding will result in amending the Library Department’s fiscal year 2025-26 Operating Budget via Budget Amendment Number 26.007 and will not commit the City to ongoing funding. NOW,THEREFORE,BE IT RESOLVED that the City Council of the City of South San Francisco hereby accepts $40,000 from the California State Library to support Project Read’s Family Literacy Services programs. BE IT FURTHER RESOLVED that the City Council amends the Library Department’s FY 2025-26 Operating Budget through Budget Amendment Number 26.007. * * * ** City of South San Francisco Printed on 7/3/2025Page 1 of 1 powered by Legistar™356 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-717 Agenda Date:7/9/2025 Version:1 Item #:13. Report regarding a resolution accepting $273,890.11 from the California Highway Patrol in grant funding made available through the Cannabis Tax Fund Grant Program to be used for personnel overtime and equipment expenses and amend the Police Department Fiscal Year 2025-26 Operating Budget pursuant to Budget Amendment Number 26.009.(Anthony Pinell, Police Captain) RECOMMENDATION It is recommended that the City Council adopt a resolution accepting an award of $273,890.11 in grant funding made available through the Cannabis Tax Fund Grant Program administered by the California Highway Patrol,to be used for personnel overtime and equipment and amend the Police Department’s Operating Budget for Fiscal Year 2025-26 pursuant to Budget Amendment Number 26.009. BACKGROUND/DISCUSSION The Police Department applied for grant funding and was awarded $273,890.11 through the Cannabis Tax Fund Grant Program (CTFGP), which is administered by the California Highway Patrol (CHP). The goal of this grant is intended to work with law enforcement agencies to develop an effective, comprehensive,and strategic approach to reduce impaired driving crashes,increase public awareness surrounding the dangers of impaired driving, and make California’s roadways a safer place to travel. The funds will be utilized to operate DUI Checkpoints and DUI Saturation Patrols,as well as to acquire and outfit a DUI Enforcement Patrol Vehicle,and a DUI Checkpoint Command Vehicle.The acquisition of new equipment and the increase in operations targeting DUI drivers aims to reduce DUI collisions and make our community safer. The operating period of this grant is from July 1, 2025, through June 30, 2026. This is the first time the Police Department has applied for and received grant funding through the Cannabis Tax Grant Fund Program (CTGFP).Approval of this resolution will allow our department to expand DUI enforcement operations at no net cost to the Police Department or the City of South San Francisco (through grant reimbursement). $53,727.28 of the overall grant funds is to pay for overtime salaries for Police personnel to conduct the following DUI Enforcement operations: ·Conduct at least eight (8) DUI Saturation Patrols ·Conduct at least two (2) DUI Checkpoints The additional funding in the grant pays for the following: City of South San Francisco Printed on 7/3/2025Page 1 of 2 powered by Legistar™357 File #:25-717 Agenda Date:7/9/2025 Version:1 Item #:13. ·$137,960.76 to acquire and outfit a DUI Command Vehicle ·$82,202.07 to acquire and outfit a DUI Patrol Vehicle FISCAL IMPACT This program will require Council appropriation of $273,890.11 for Fiscal Year 2025-26 per Budget Amendment Number 26.009.This grant will support personnel overtime and equipment expenses.The funding source of $273,890.11 is the Cannabis Tax Grant Fund Program,administered by the California Highway Patrol. RELATIONSHIP TO STRATEGIC PLAN Acceptance of this grant meets Strategic Goals #2 and #3 by rendering skilled police,fire and emergency service management and providing a high quality of life for residents. CONCLUSION Adoption of this resolution will allow the City to accept $273,890.11 from the Cannabis Tax Grant Fund Program,administered by the California Highway Patrol and amend the Police Department’s Operating Budget for Fiscal Year 2025-26 by approving Budget Amendment Number 26.009. City of South San Francisco Printed on 7/3/2025Page 2 of 2 powered by Legistar™358 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-718 Agenda Date:7/9/2025 Version:1 Item #:13a. Resolution accepting $273,890.11 from the California Highway Patrol in grant funding made available through the Cannabis Tax Fund Grant Program to be used for personnel overtime and equipment expenses and to amend the Police Department’s Operating Budget for Fiscal Year 2025-26 by approving Budget Amendment Number 26.009. WHEREAS,staff recommends the acceptance of a grant in the amount of $273,890.11 for personnel overtime and equipment expenses from the California Highway Patrol (CHP)in grant funding made available through the Cannabis Tax Fund Grant Program (CTFGP); and WHEREAS,the goal of this grant is intended to work with law enforcement agencies to develop an effective, comprehensive,and strategic approach to reduce impaired driving crashes and increase public awareness surrounding the dangers of impaired driving and make California roadways a safer place to travel; and WHEREAS, the operating period of this grant is from July 1, 2025, through June 30, 2026; and WHEREAS,this is the first time the Police Department has applied and received grant funding through CTFGP; and WHEREAS,this resolution will allow the department to expand DUI enforcement operations at no net cost to the Police Department or the City of South San Francisco; and WHEREAS,grant funds will pay for overtime salaries for personnel to conduct DUI Saturation Patrols and DUI Checkpoints and to outfit a DUI Command Vehicle and a DUI Patrol Vehicle; and WHEREAS,the grant funding will be used to augment the operating budget of the Police Department for Fiscal Year 2025-26. NOW,THEREFORE,BE IT RESOLVED that the City Council of the City of South San Francisco hereby accepts the $273,890.11 grant from the California Highway Patrol made available through the Cannabis Tax Fund Grant Program and amends the Fiscal Year 2025-26 Police Department’s Operating Budget to reflect an increase of $273,890.11. BE FURTHER RESOLVED that the City Council does hereby approve Budget Amendment Number 26.009. BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute a grant agreement and any other necessary documents on behalf of the City to carry out the intent of this resolution,subject to approval as to form by the City Attorney. ***** City of South San Francisco Printed on 7/3/2025Page 1 of 2 powered by Legistar™359 File #:25-718 Agenda Date:7/9/2025 Version:1 Item #:13a. City of South San Francisco Printed on 7/3/2025Page 2 of 2 powered by Legistar™360 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-721 Agenda Date:7/9/2025 Version:1 Item #:14. Report regarding a second reading and adoption of an Ordinance amending the South San Francisco Zoning Map to include additional properties within the Genentech Master Plan District.(Billy Gross,Principal Planner) RECOMMENDATION Staff recommends that the City Council take the following actions: 1.Adopt an ordinance amending the South San Francisco Zoning Map to include additional properties within the Genentech Master Plan District, and waive further reading. BACKGROUND/DISCUSSION The City Council previously waived reading and introduced the following ordinance.The ordinance is now ready for adoption. Ordinance amending the South San Francisco Zoning Map to include additional properties within the Genentech Master Plan District. (Ordinance Introduced on June 25, 2025, Vote 5-0) ASSOCIATIONS 1.Final Zoning Code Amendment Ordinance (25-722) A.Exhibit A: Zoning Map Amendment City of South San Francisco Printed on 7/3/2025Page 1 of 1 powered by Legistar™361 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-722 Agenda Date:7/9/2025 Version:1 Item #:14a. Ordinance amending the South San Francisco Zoning Map to include additional properties within the Genentech Master Plan District. WHEREAS,in 2020,the City of South San Francisco (“City”)adopted (1)Resolution No.169-2020 certifying the Environmental Impact Report,including adoption of the Statement of Overriding Considerations and the Mitigation Monitoring and Reporting Program,for the Genentech 2020 Master Plan Update (State Clearinghouse No.2017052064,(2)Resolution No.170-2020 adopting the Genentech 2020 Master Plan Update,and (3)Ordinance No.1614-2020 amending Chapter 20.260 of the South San Francisco Municipal Code related to the Genentech Master Plan Zoning District; and WHEREAS,the Genentech 2020 Master Plan guides the development of the Genentech campus over a period of fifteen (15)years to create a vibrant,transit supported,state of the art research,office,and manufacturing campus for the life sciences; and WHEREAS,Genentech,Inc.(“Owner”or “Applicant”)has submitted an application requesting acquisition of certain public rights-of-way (DNA Way,Point San Bruno Boulevard,and Cabot Road)within the Genentech Campus Master Plan boundaries,and to add the vacated streets and private properties at 333 Point San Bruno Boulevard (APNs 015-250-410 and 015-250-140),525 DNA Way (APN 015-250-210)and 383-393 East Grand Avenue (APN 015-250-390) to the Genentech Campus Master Plan (“Project”); and WHEREAS,the Applicant has proposed amendments to the Genentech 2020 Master Plan,adopted by the City Council by separate Resolution,to incorporate the new private parcels and to reflect the ability to close the public roadways to public through traffic once certain conditions are met; and WHEREAS,the General Plan contains several goals,policies,and actions which support the sale of DNA Way,Point San Bruno Boulevard,and a segment of Cabot Road,in the interest of ensuring Genentech remains a premier biotechnology campus,prioritizing safety in all aspects of transportation planning including prioritization of pedestrians,and improving circulation to accommodate the travel demand of future workplaces; and WHEREAS,the Applicant has proposed certain amendments to the General Plan,adopted by the City Council by separate Resolution,for implementation of the Project and to ensure internal consistency between the Genentech Master Plan and the General Plan,which include certain amendments to the General Plan Mobility and Access Element Figure 14 (Roadway Network Diagram)and Figure 16 (Truck Network and Restrictions Diagram); and WHEREAS,the Applicant seeks adoption of an ordinance amending the Zoning Map to rezone the project site parcels from Business Technology Park -Medium (BTP-M)to Genentech Master Plan District (GMP),and to zone the vacated streets within the GMP; and WHEREAS,the proposed Zoning Map amendment would add three new private properties and the vacated City of South San Francisco Printed on 7/3/2025Page 1 of 4 powered by Legistar™362 File #:25-722 Agenda Date:7/9/2025 Version:1 Item #:14a. streets to the Genentech Master Plan District zoning; and WHEREAS,approval of the Applicant’s proposal is considered a “project”for purposes of the California Environmental Quality Act, Pub. Resources Code § 21000, et seq. (“CEQA”); and WHEREAS,in 2020,the City certified the Environmental Impact Report for the Genentech 2020 Master Plan Update (“Genentech 2020 Master Plan Update EIR”) (State Clearinghouse No. 2017052064); and WHEREAS,in 2022,the City certified the Environmental Impact Report for the 2040 General Plan Update, Zoning Code Amendments and Climate Action Plan (“SSF 2040 General Plan EIR”)(State Clearinghouse No. 2021020064); and WHEREAS,the Genentech 2020 Master Plan Update EIR and the SSF 2040 General Plan EIR (“Prior EIRs”) were certified in accordance with the provisions of the California Environmental Quality Act (Public Resources Code,§§21000,et seq.,“CEQA”)and CEQA Guidelines,which analyzed the potential environmental impacts of the Project; and WHEREAS,pursuant to CEQA Guidelines Section 15164,an Addendum to the Prior EIRs was prepared for the Project (“2025 Addendum”)which evaluates whether preparation of a Subsequent EIR or Negative Declaration is required; and WHEREAS,the 2025 Addendum concludes that in accordance with Public Resources Code §21166 and CEQA Guidelines §15162,the implementation of the Project will not cause any new significant impacts,that it will not trigger any new or more severe impacts than were studied in the previously certified Prior EIRs,that no substantial changes in the project or circumstances justifying major revisions to the Prior EIRs have occurred, and that no new information of substantial importance has come to light since the Prior EIRs were certified that shows new or more severe significant impacts nor shows new,different,or more feasible mitigation measures; and WHEREAS,the City Council previously adopted Mitigation Monitoring and Reporting Programs for the Prior EIRs and a Statement of Overriding Considerations for the Prior EIR’s significant and unavoidable impacts, both of which remain in full force and effect for the Project; and, WHEREAS,the San Mateo County Airport Land Use Commission reviewed the proposed legislative enactments associated with the Genentech Master Plan Amendments on June 12,2025,and found them consistent with the Airport Land Use Compatibility Plan; and WHEREAS,on May 15,2025,the Planning Commission for the City of South San Francisco held a properly noticed public hearing,at which time interested parties had the opportunity to be heard,to review the Project and the 2025 Addendum,as well as supporting documents.At the conclusion of the meeting,the Planning Commission recommended that the City Council find that the 2025 Addendum is the appropriate environmental document for approval of the Project and no further environmental review is required,and to adopt the Project and its associated General Plan Amendments,Genentech Master Plan Amendments,and Zoning Map Amendments; and WHEREAS,on June 25,2025,the City Council of the City of South San Francisco held a duly noticed public hearing,at which time interested parties had the opportunity to be heard,to review the Project and the 2025 Addendum, and to receive public comments. City of South San Francisco Printed on 7/3/2025Page 2 of 4 powered by Legistar™363 File #:25-722 Agenda Date:7/9/2025 Version:1 Item #:14a. NOW,THEREFORE,BE IT FOUND,DETERMINED,AND RESOLVED that based on the entirety of the record before it,which includes without limitation,the California Environmental Quality Act,Public Resources Code §21000,et seq.(“CEQA”)and the CEQA Guidelines,14 California Code of Regulations §15000,et seq.; the South San Francisco 2040 General Plan;the South San Francisco Municipal Code;the Genentech 2020 Master Plan Update EIR and Statement of Overriding Considerations;the SSF 2040 General Plan EIR and Statement of Overriding Considerations;the 2025 Genentech Addendum to the Genentech 2020 Master Plan Update EIR and SSF 2040 General Plan EIR;the draft General Plan Amendments;the draft Genentech Master Plan Amendments;the draft Zoning Map amendments;all reports,minutes,and public testimony submitted as part of the Planning Commission’s duly noticed May 15,2025 meeting;all reports,minutes,and public testimony submitted as part of the City Council’s duly noticed June 25,2025 meeting;and any other evidence (within the meaning of Public Resources Code §21080(e)and §21082.2),the City Council of the City of South San Francisco hereby finds as follows: SECTION 1. FINDINGS A.General Findings 1.The foregoing recitals are true and correct and made a part of this Resolution. 2.The Exhibits attached to this Ordinance,including the Zoning Map Amendment (Exhibit A),are each incorporated by reference and made a part of this Resolution, as if set forth fully herein. 3.By separate resolution on June 25,2025,pursuant to a duly noticed public hearing and based on its independent judgement and analysis,the City Council made and adopted CEQA findings and determined that the 2025 Addendum,prepared pursuant to CEQA Guidelines section 15164,is the appropriate environmental document for approval of the Project. 4.The documents and other material constituting the record for these proceedings are located at the Planning Division for the City of South San Francisco,315 Maple Avenue,South San Francisco,CA 94080, and in the custody of the Chief Planner. B.Zoning Map Amendment Findings 1.The proposed Zoning Map amendments are consistent with the SSF 2040 General Plan,as amended per the General Plan Amendment per separate City Council Resolution,because the Zoning Map amendments will add new properties to the Genentech Master Plan District in accordance with allowed provisions.Further,the Zoning Map amendments do not conflict with any specific plans and will implement the City’s overall vision for redevelopment within the Genentech Campus Master Plan.None of the new or revised definitions,tables,figures,and land uses will conflict with or impede achievement of any of the goals,policies,or land use designations established in the General Plan as proposed for amendment. 2.The Zoning Ordinance Update meets all of the requirements as contained in Planning and Zoning Law (Government Code sections 65800-65912). 3.The proposed Zoning Map Amendments,including the proposed changes to the Genentech Master Plan District,are not detrimental to the use of land in any adjacent zone because the Zoning Map Amendments would provide for sufficient development,land use,and performance standards related to City of South San Francisco Printed on 7/3/2025Page 3 of 4 powered by Legistar™364 File #:25-722 Agenda Date:7/9/2025 Version:1 Item #:14a. Amendments would provide for sufficient development,land use,and performance standards related to new development or alteration. SECTION 2. AMENDMENTS Based on the foregoing findings and the entirety of the record before it,the South San Francisco City Council hereby takes the following actions: A.Adopt the South San Francisco Zoning Map Update (RZ25-0001),as contained in Exhibit A, attached hereto. SECTION 3.SEVERABILITY If any provision of this Ordinance or the application thereof to any person or circumstance is held invalid or unconstitutional,the remainder of this Ordinance,including the application of such part or provision to other persons or circumstances,shall not be affected thereby and shall continue in full force and effect.To this end, provisions of this Ordinance are severable.The City Council of the City of South San Francisco hereby declares that it would have passed each section,subsection,subdivision,paragraph,sentence,clause,or phrase hereof irrespective of the fact that any one or more sections,subsections,subdivisions,paragraphs,sentences, clauses, or phrases be held unconstitutional, invalid, or unenforceable. SECTION 4.PUBLICATION AND EFFECTIVE DATE Pursuant to the provisions of Government Code Section 36933,a summary of this Ordinance shall be prepared by the City Attorney.At least five (5)days prior to the Council meeting at which this Ordinance is scheduled to be adopted,the City Clerk shall (1)publish the Summary,and (2)post in the City Clerk’s Office a certified copy of this Ordinance.Within fifteen (15)days after the adoption of this Ordinance,the City Clerk shall (1) publish the summary,and (2)post in the City Clerk’s Office a certified copy of the full text of this Ordinance along with the names of those City Council members voting for and against this Ordinance or otherwise voting. This Ordinance shall become effective thirty (30) days from and after its adoption. Introduced at a regular meeting of the City Council of the City of South San Francisco held the 25th day of June 2025. ***** City of South San Francisco Printed on 7/3/2025Page 4 of 4 powered by Legistar™365 Exhibit A: Draft Zoning Map Amendments 366 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-712 Agenda Date:7/9/2025 Version:1 Item #:15. Report regarding a resolution to authorize a professional services agreement with EIDIM Group,Inc.,for the installation and commissioning of a new LED video wall at the Emergency Operations Center in the amount not to exceed $227,830;authorize the expenditure of Public,Educational,and Government funds for the purchase including a 10%contingency of $22,783 for a total of $250,613;and authorize the City Manager to execute the agreement (Tony Barrera, Information Technology Director). RECOMMENDATION It is recommended that City Council adopt a resolution to authorize a professional services agreement with EIDIM Group,Inc.,for the installation and commissioning of a new LED video wall at the Emergency Operations Center in the amount not to exceed $227,830;authorize the expenditure of Public,Educational,and Government funds for the purchase including a 10%contingency of $22,783 for a total of $250,613; and authorize the City Manager to execute the agreement. BACKGROUND/DISCUSSION The Emergency Operations Center (EOC)video wall system was originally installed in 2018.The current configuration includes eight 55”LCD displays and an AV processor that manages 12 input sources,projecting content to both the video wall and external displays.Since its installation,the system has supported a range of critical functions,including COVID-19 operations,emergency response in support of large fire incidents and severe storm periods,city meetings and trainings,and county wide training exercises.The EOC also functions as the Fire Department’s primary training facility and is utilized daily. However,over the past four years,the system has experienced a failure rate of approximately 80%.The Information Technology Department has been repeatedly dispatched to address issues ranging from simple equipment resets to complex reconfigurations of layout and operating system settings.Despite engaging three different audiovisual (AV)companies-one of which was the original system implementer-none have been able to resolve the persistent issues. Given the EOC’s vital role in citywide emergency management and countywide training efforts,staff issued a Request for Proposal (RFP)to replace the existing video wall system.The RFP was posted on the City’s procurement website in April 2025,with a mandatory site visit to review the existing system and room layout. Fifteen local AV companies attended the meeting,where they asked detailed questions and gained a clear understanding of the system’s requirements and current challenges.As a result,the City received eight comprehensive proposals which aligned with the RFP specifications and insights gathered during the site visit. Below are the list of companies and proposal costs: Vendor Solution Costs CTI LCD $147,819 EIDIM Group, Inc.LED $178,643 Pacific Coast AV LCD $188,306 PCD LED $188,324 W. Bradley Electric $221,173 CDW-G $445,343 Jfiniti $1,235,559 Walker Telecomm Inc $1,423,785 City of South San Francisco Printed on 7/3/2025Page 1 of 2 powered by Legistar™367 File #:25-712 Agenda Date:7/9/2025 Version:1 Item #:15. Vendor Solution Costs CTI LCD $147,819 EIDIM Group, Inc.LED $178,643 Pacific Coast AV LCD $188,306 PCD LED $188,324 W. Bradley Electric $221,173 CDW-G $445,343 Jfiniti $1,235,559 Walker Telecomm Inc $1,423,785 City staff reviewed all submitted proposals and invited the four lowest-cost vendors for interviews to further explain their proposed solutions.The interview panel consisted of the IT Director,a Computer Services Technician,and the Emergency Services Captain-all of whom are familiar with the existing system’s ongoing issues. Following the interviews, staff selected EIDIM Group, Inc., as the preferred vendor. While EIDIM did not submit the lowest-cost proposal,their solution was determined to be the most comprehensive and effective.Unlike two other vendors who proposed using eight 55”LCD displays-a less expensive option that results in visible seams between panels-EIDIM recommended a seamless LED video wall.This solution offers a continuous,high-resolution display that enhances clarity and usability during emergency operations and training sessions. In addition,after further discussions with EIDIM,City staff recommended including a five-year support plan and the addition of wireless gooseneck microphones.These enhancements will provide full support of the equipment and allow the room to be used for special City Council meetings and other public sessions that can be broadcast on the City’s Public, Educational, and Government (PEG) cable channel. EIDIM’s scope of work includes installation of a seamless LED video wall,a new processor to manage multiple outputs,two web cameras to support virtual meetings,four new side displays,replacement of the existing overhead speakers,installation of new ceiling microphones,a new network rack,and a confidence monitor.Furthermore,the proposed solution will support over 12 input sources,enabling projection to both the video wall and external monitors-ensuring scalability to meet future operational needs.In addition to supporting emergency operations and training exercises,the new system will also serve as a platform for creating and broadcasting content for the City’s PEG channel. The total cost for equipment, installation, five-year warranty and a 10% contingency is $250,613. FISCAL IMPACT Project funding is included in the fiscal year 2025-26 adopted budget from the PEG fund account.This project will not impact the General Fund. CONCLUSION The Emergency Operations Center (EOC) plays a vital role in managing emergency responses and hosting county- and city-wide training exercises. Reliable audio-visual equipment is essential to support these functions. EIDIM has proposed a comprehensive solution designed to improve system stability, ensure operational reliability in all scenarios, and provide five years of continued support, along with all necessary features for effective EOC operations and allow new functionality to broadcast to the PEG cable channel. City of South San Francisco Printed on 7/3/2025Page 2 of 2 powered by Legistar™368 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-713 Agenda Date:7/9/2025 Version:1 Item #:15a. Resolution authorizing a professional services agreement with EIDIM Group,Inc.,for the installation and commissioning of a new LED video wall at the Emergency Operations Center in the amount not to exceed $227,830;authorize the expenditure of Public,Educational,and Government funds for the purchase including a 10% contingency of $22,783 for a total of $250,613; and authorize the City Manager to execute the agreement WHEREAS,the City’s Emergency Operation Center (EOC)supports a range of critical City and County functions and training exercises and requires reliable audio-visual equipment; and WHEREAS,the EOC video wall system was installed in 2018 and over the past four years,has experienced many issues requiring support and repair from both City’s IT Department and outside vendors; and WHEREAS,in April of 2025,IT Department staff posted a Request for Proposal (RFP)on the City’s procurement site to find an Audio-Visual vendor to install a more robust and reliable video wall; and WHEREAS,vendors visited the EOC to gain a clear understanding of the system requirements and room layout before submitting their proposals; and WHEREAS,eight proposals were received,the top four low-cost vendors were interviewed and EIDIM Group, Inc. was selected based on their comprehensive and effective solution; and WHEREAS,staff recommend that the City Council approve a five-year agreement with EIDIM Group,Inc.for a new LED video wall at the City’s Emergency Operations Center that can be used for City training,emergency operations,and for city meeting and other content to be broadcasted on the Public,Educational,and Government channel,in the amount of $227,830 and a 10%contingency of $22,783 for a total not exceed amount of $250,613. NOW,THERFORE,BE IT RESOLVED,that the City Council of the City of South San Francisco hereby takes the following actions: 1.Approves Professional Services Agreement with EIDIM Group,Inc.,in the amount of 227,830 and a 10%contingency of $22,783 for a total not to exceed amount of $250,613.A copy of the agreement is attached hereto and incorporated herein as Exhibit A. 2.Authorizes the expenditure of Public,Educational,and Government funds for the purchase in the above amounts. 3.Authorizes the City Manager to execute the Professional Services Agreement with EIDIM Group,Inc., in substantially the same form as Exhibit A,subject to approval as to form by the City Attorney,and to take any other action for the purpose of carrying out the intent of this resolution that do not materially increase the City’s obligations. City of South San Francisco Printed on 7/3/2025Page 1 of 1 powered by Legistar™369 Short Form Services Agreement [Rev:04/01/2024] 1 SOUTH SAN FRANCISCO SERVICES AGREEMENT This Services Agreement (this “Agreement”) is made and entered into between the City of South San Francisco, a municipal corporation (“City”) and EIDIM Group, Inc., (“Consultant”) effective as of June 1, 2025, (the “Effective Date”). City and Consultant are hereinafter collectively referred to as (the “Parties”). In consideration of their mutual covenants, the Parties hereby agree as follows: 1.Scope of Services. Consultant shall provide the following services and/or materials (“the Work”): Provide and install video wall equipment at City’s Emergency Operations Center (EOC) and provide a five-year extended warranty, as more specifically described in the Scope of Services, attached hereto as Exhibit A. The Work shall commence on Date to be determined, 2025 and shall be completed to the satisfaction of the City by Date to be determined, 2025, unless such date is extended or otherwise modified by the City in writing. In the event of a conflict or inconsistency between the text of the main body of this Agreement and Exhibit A, the text of the main body of this Agreement shall prevail. A.Security Breach Notification and Reporting. Consultant shall have policies and procedures in place for the effective management of Security Breaches, as defined below, which shall be made available to the City upon request. In the event of any actual security breach or reasonable belief of an actual security breach the Consultant either suffers or learns of that either compromises or could compromise the City’s data (a “Security Breach”), Consultant shall notify the City within 48 hours of its discovery. Consultant shall immediately determine the nature and extent of the Security Breach, contain the incident by stopping the unauthorized practice, recover records, shut down the system that was breached, revoke access and/or correct weaknesses in physical security. Consultant shall report to the City: (i)the nature of the Security Breach; (ii)the City data used or disclosed; (iii)who made the unauthorized use or received the unauthorized disclosure; (iv)what the Consultant has done or shall do to mitigate any deleterious effect of the unauthorized use or disclosure; and (v)what corrective action the Consultant has taken or shall take to prevent future similar unauthorized use or disclosure. Consultant shall provide such other information, including a written report, as reasonably requested by the City. Consultant shall analyze and document the incident and provide all notices required by applicable law. 2.Payment. City shall pay Consultant an amount not to exceed Two Hundred Twenty-Seven Thousand Eight Hundred Thirty Dollars and Eighty-Nine Cents ($227,830.89) for the full and satisfactory completion of the Work in accordance with the terms and conditions of this Agreement. The calculation of payment for the Work shall be set forth as follows: EIDIM Group, Inc., will submit monthly progress invoices to the City. The amount stated above is the entire compensation payable to Consultant for the Work performed hereunder, including all labor, materials, tools and equipment furnished by Consultant. City shall make payments, based on invoices received, for Work satisfactorily performed. City shall have thirty (30) days from the receipt of an invoice to pay Consultant. 3.Independent Contractor. It is understood and agreed that this Agreement is not a contract of employment and does not create an employer-employee relationship between the City and Consultant. At all times Consultant shall be an independent contractor and City shall not control the manner of Consultant accomplishing the Work. Consultant is not authorized to bind the City to any contracts or other obligations without the express written consent of the City. 370 Short Form Services Agreement [Rev:04/01/2024] 2 4. Indemnification. To the fullest extent permitted by law, Consultant shall indemnify, defend (with counsel acceptable to the City), and hold harmless the City and its elected and appointed officers, officials, employees, agents, contractors and consultants (collectively, the “City Indemnitees”) from and against any and all liability, loss, damage, claims, expenses and costs (including, without limitation, attorneys’ fees and costs of litigation) (collectively, “Liability”) of every nature arising out of or in connection with Consultant’s performance of the Work or Consultant’s failure to comply with this Agreement, except such Liability caused by the gross negligence or willful misconduct of the City Indemnitees. 5. Insurance. Prior to beginning the Work and continuing throughout the term of this Agreement, Consultant (and any subcontractors) shall, at Consultant’s (or subcontractor’s) sole cost and expense, furnish the City with certificates of insurance evidencing that Consultant has obtained and maintains insurance in the following amounts: A. Workers’ Compensation that satisfies the minimum statutory limits. B. Commercial General Liability and Property Damage Insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) combined single limit per occurrence, TWO MILLION DOLLARS ($2,000,000) annual aggregate, for bodily injury, property damage, products, completed operations and contractual liability coverage. The policy shall also include coverage for liability arising out of the use and operation of any City-owned or City-furnished equipment used or operated by the Consultant, its personnel, agents or subcontractors. C. Comprehensive automobile insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) per occurrence for bodily injury and property damage including coverage for owned and non-owned vehicles. D. Professional Liability Insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals’ errors and omissions. E. Cybersecurity/Liability Insurance coverage in an amount not less than ONE MILLION DOLLARS ($1,000,000) per occurrence / aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this Agree ment and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for liabilities for financial loss resulting or arising from acts, errors, or omissions, in rendering technology services, as follows: i. Violation or infringement of any right of privacy, including breach of security and breach of security/privacy laws, rules or regulations globally, now or hereinafter constituted or amended; ii. Data theft, damage, unauthorized disclosure, destructions, or corruption, including without limitation, unauthorized access, unauthorized use, identity theft, theft of personally identifiable information or confidential City information in whatever form, transmission of a computer virus or other type of malicious code; and participation in a denial of service attack on third party computer systems; iii. Loss or denial of service; and iv. The policy shall not contain a cyber terrorism exclusion. 371 Short Form Services Agreement [Rev:04/01/2024] 3 The cybersecurity/liability insurance coverage required in this subsection (E) must include technology/professional liability including breach of contract, privacy and security liability, privacy regulatory defense and payment of civil fines, payment of cr edit card provider penalties, and breach response costs, including without limitation, notification costs, forensics, credit protection services, call center services, identity theft protection services, and crisis management/public relations services. All insurance policies shall be written on an occurrence basis and shall name the City Indemnitees as additional insureds with any City insurance shall be secondary and in excess to Consultant’s insurance. If the Consultant’s insurance policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurer’s liability, or which has the effect of providing that payments of the self - insured retention by others, including additional insureds or insurers do not serve to satisfy the self-insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self-insured retention required to be paid as a precondition to the insurer’s liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self - insured retention and also must disclose the deductible. The certificates shall contain a statement of obligation on the part of the carrier to notify City of any material change, cancellation, termination or non- renewal of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation, termination or non-renewal. The City’s Risk Manager may waive or modify any of the insurance requirements of this section. 6. Compliance with all Applicable Laws; Nondiscrimination. Consultant shall comply with all applicable local, state and federal laws, regulations and ordinances in the performance of this Agreement. Consultant shall not discriminate in the provision of service or in the employment of persons engaged in the performance of this Agreement on account of race, color, national origin, ancestry, religion, gender, marital status, sexual orientation, age, physical or mental disability in violation of any applicable local, state or federal laws or regulations. 7. Termination. City may terminate or suspend this Agreement at any time and without cause upon written notification to Consultant. Upon receipt of notice of termination or suspension, Consultant shall immediately stop all work in progress under this Agreement. The City's right of termination shall be in addition to all other remedies available under law to the City. 8. Prevailing Wage. Where applicable, the wages to be paid for a day's work to all classes of laborers, workmen, or mechanics on the work contemplated by this Purchase Agreement, shall be not less than the prevailing rate for a day’s work in the same trade or occupation in the locality within t he state where the work hereby contemplates to be performed as determined by the Director of Industrial Relations pursuant to the Director’s authority under Labor Code Section 1770, et seq. Each laborer, worker or mechanic employed by Consultant or by any subcontractor shall receive the wages herein provided for. The Consultant shall pay two hundred dollars ($200), or whatever amount may be set by Labor Code Section 1775, as may be amended, per day penalty for each worker paid less than prevailing rate of per diem wages. The difference between the prevailing rate of per diem wages and the wage paid to each worker shall be paid by the Consultant to each worker. An error on the part of an awarding body does not relieve the Consultant from responsibility for payment of the prevailing rate of per diem wages and penalties pursuant to Labor Code Sections 1770-1775. The City will not recognize any claim for additional compensation because of the payment by the Consultant for any wage rate in excess of prevailing wage rate set forth. The possibility of wage increases is one of the elements to be considered by the Consultant. 372 Short Form Services Agreement [Rev:04/01/2024] 4 (A) Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of prevailing wage rates is not attached hereto pursuant to Labor Code Section 1773.2, the Consultant shall post at appropriate conspicuous points at the site of the project a schedule showing all determined prevailing wage rates for the various classes of laborers and mechanics to be engaged in work on the project under this contract and all deductions, if any, required by law to be made from unpaid wages actually earned by the laborers and mechanics so engaged. (B) Payroll Records. Each Consultant and subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the Consultant in connection with the public work. Such records shall be certified and submitted weekly as required by Labor Code Section 1776. 9. Payment of Taxes; Tax Withholding. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. To be exempt from tax withholding, Consultant must provide City with a valid California Franchise Tax Board form 590 (“Form 590”), as may be amended and such Form 590 shall be attached hereto and incorporated herein as Exhibit B. Unless Consultant provides City with a valid Form 590 or other valid, written evidence of an exemption or waiver from withholding, City may withhold California taxes from payments to Consultant as required by law. Consultant shall obtain, and maintain on file for three (3) years after the termination of this Agreement, Form 590s (or other written evidence of exemptions or waivers) from all subcontractors. Consultant accepts sole responsibility for withholding taxes from any non-California resident subcontractor and shall submit written documentation of compliance with Consultant’s withholding duty to City upon request. 10. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 11. Entire Agreement. This Agreement represents the entire and integrated agreement between the Parties. This Agreement may be modified or amended only by a subsequent written agreement signed by both Parties. 12. Non-Liability of Officials, Employees and Agents. No officer, official, employee or agent of City shall be personally liable to Consultant in the event of any default or breach by City or for any amount which may become due to Consultant pursuant to this Agreement. 13. Prevailing Party. In the event that either party to this Agreement commences any legal action or proceeding (including but not limited to arbitration) to interpret the terms of this Agreement, the prevailing party in such a proceeding shall be entitled to recover its reasonable attorney’s fees associated with that legal action or proceeding. 14. Notice. All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) when received if personally delivered; (ii) when received if transmitted by telecopy, if received during normal business hours on a business day (or if not, the next business day after delivery) provided that such facsimile is legible and that at the time such facsimile is sent the sending Party receives written confirmation of receipt; (iii) if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice shall be sent to the respective Parties as follows: 373 Short Form Services Agreement [Rev:04/01/2024] 5 Consultant: EIDIM Group, Inc. 1015 S Placentia Ave. Fullerton, CA 92831 City: City Clerk City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 15.Execution in Counterpart. This Agreement may be executed in counterparts and/or by facsimile or other electronic means, and when each Party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with other si gned counterpart, shall constitute one Agreement, which shall be binding upon and effective as to all Parties. 16.Assignment, Governing Law. The Consultant may not assign any of Consultant’s obligations under this Agreement without the City’s prior written approval. This Agreement is governed by California law. The jurisdiction for any litigation arising from this Agreement shall be in the state of California, and shall be venued in the County of San Mateo. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date written above. CITY: CONSULTANT: By: _____________________________ By:__________________________ Sharon Ranals, City Manager Print Name: ___________________ Attest: Title: ________________________ ________________________________ City Clerk Company: _____________________ APPROVED AS TO FORM: Date: _________________________ ____________________________ City Attorney 2729961.1 374 CAGE 33EMO #Manufacturer Product Name QTY Unit Price Ext Price 1 EraDisplays + NovaStar Sail COB Series P1.2 + Novastar H5 series video splicer 1 50,213.73$ 50,213.73$ 2 Crestron DM-NVX-E20 12 549.45$ 6,593.40$ 3 Crestron DM-NVX-360 5 1,264.29$ 6,321.45$ 4 Crestron DM-NVX-360C 11 1,098.90$ 12,087.90$ 5 Crestron DMF‑CI‑8 2 1,221.00$ 2,442.00$ 6 Samsung QM55C 4 1,071.96$ 4,287.85$ 7 Mount-IT MI-372 4 178.69$ 714.74$ 8 Crestron IV-CAM-I12-W 1 2,775.00$ 2,775.00$ 9 Crestron IV-CAM-P12-W 1 2,220.00$ 2,220.00$ 10 Crestron IVA-CMT-BRKTJ-1B 2 119.88$ 239.76$ 11 EATON BHDBT-K-SI 2 147.26$ 294.52$ 12 Vaddio AV Bridge 2x1 1 2,481.36$ 2,481.36$ 13 Shure MXA920W-S-60CM 2 3,301.78$ 6,603.55$ 14 Sennheiser EW-DX EM 4 DANTE (Q1-9)2 2,786.29$ 5,572.58$ Solication/Quote Title: City of South San Francisco Video Wall Replacement Prepared for: Jose Padilla | Lead Estimator estimate@eidim.com 877-77-EIDIM Ext. 118 DUNS F.O.B Point Prepared By EIDIM Group Inc. 1015 S. Placentia Avenue, Fullerton CA 92831 Information Solication # 2025-IT-RFP-001 Business Type: SBA Small Business CA Micro Small Business Quote Date: 06/18/2025 Exp Date: 07/18/2025 City of South San Francisco Tony Barrera tony.barrera@ssf.net (650) 829-3914 Sail COB P1.2, indoor LED Displays, Cabinet Size: 600x 337.5x 33mm 1. High refrsh Rate>3840HZ/s, Vivid quality video/photo 2. COB process, anti- collision, dust-proof, moisture-proof + [H_2xHDMI2.0 input card] x 6pcs [H_16xRJ45 sending card+2xfiber sending card] x 1pc [H_2xRJ45+1xHDMI1.3 preview card] x 1pc DM NVX® 4K60 4:2:0 Network AV Encoder DM NVX® 4K60 4:4:4 HDR Network AV Encoder/Decoder DM NVX® 4K60 4:4:4 HDR Network AV Encoder/Decoder Card DigitalMedia™ Card Chassis for DM-NVX-C & DMCF, 8 Slots 55-inch Commercial 4K UHD Display, 500 NIT - replacement for side displays (2 left & 2 right) City of South San Francisco IT Department 329 Miller Avenue, South San Francisco, CA 94080 GSA Schedule GS-03F-105AA NOTE: 4% Transaction Fee will be charged for Credit Card Transaction 95-4837990 006617603 Destination FEIN HARDWARE Description City of South San Francisco - LED Wall EOC - EraDisplays SAIL COB Series Version: 4 Crestron 1 Beyond p12 PTZ Camera, 12x Optical Zoom, Bright White The IVA-CMT-BRKTJ-1B J-Mount Ceiling Bracket provides an easy mounting solution for IV-CAM-P20, IV-CAM-P12, IV-CAM-I20, and IV-CAM-I12 cameras HDBaseT Class B (HDBaseT-Lite) HDMI Over Cat5e/6/6a Extender Kit, Serial & IR Control, 4K x 2K 30 Hz UHD / 1080p 60 Hz, Up to 230 ft. (70 m), TAA AV Bridge Ceiling Array Microphone Mount-It! Full Motion Wall Mount for 42 to 80" Displays Crestron 1 Beyond i12 Intelligent PTZ Camera, 12x Optical Zoom, Bright White 4 channel digital full-rack (19“) receiver with Dante® Includes (1) EW-DX EM 4 DANTE, (2) 1/4 wave antennas, (2) BNC antenna cables (50 Ω for daisy-chaining) and (1) mains cable, frequency range: Q1-9 (470.2 - 550 MHz) QUOTATION Exhibit A EIDIM Group Inc, dba EIDIM AV Technology Complete All-in-One Turnkey Solution 375 15 Sennheiser EW-DX TS 3-PIN (Q1-9)8 594.63$ 4,757.04$ 16 Sennheiser MEG 14-40 B 8 207.47$ 1,659.76$ 17 Samsung QM55C 1 1,071.96$ 1,071.96$ 18 Mount-IT MI-372 1 178.69$ 178.69$ 19 Crestron CP4 1 1,221.00$ 1,221.00$ 20 Crestron TSS-1070-W-S 1 769.23$ 769.23$ 21 OFE 2 -$ -$ 22 OFE 1 -$ -$ 23 QSYS Core 8 Flex 1 1,939.07$ 1,939.07$ 24 QSYS SLDAN-16-P 1 1,004.22$ 1,004.22$ 25 Crestron AMP-X300 1 488.40$ 488.40$ 26 Crestron SAROS ICE6T-W-T- EACH+6 112.11$ 672.66$ 27 Luxul SW-615-48P-F 1 1,833.47$ 1,833.47$ 28 Middle Atlantic RLM-20-1CA 2 137.35$ 274.69$ 29 Furman PL-8C 1 187.65$ 187.65$ 30 Tripplite SR24UB + SRFANWM + SR1UBRUSH 1 947.92$ 947.92$ #Manufacturer Product Name QTY Unit Price Ext Price 31 EIDIM 1 8,265.00$ 8,265.00$ #Manufacturer Product Name QTY Unit Price Ext Price 32 EIDIM 1 46,116.00$ 46,116.00$ Control System 10.1 in. Room Scheduling Touch Screen, White Smooth Handheld Mic 8,265.00$ Tax Subtotal (9.88%)816.58$ AV - Firm Fix Price Description 119,853.62$ Tax Subtotal (9.88%)11,841.54$ Miscellaneous Expenses Installation and Labor: • Design and Coordination • Remove existing equipment ◘Contractor is responsible for removal of existing equipment, but City will dispose of the equipment • Installation of Equipment • Engineering • Shop Drawings and Submittals • Project Management • Programming • Video Wall Backing Description Cabling: 1 lot Conduits: 150ft est Miscellaneous Sub Total Wireless table stand transmitter with 3-pin XLR connector. Compatible with any gooseneck microphone without LED ring for a 3-pin variant. Includes EW-DX table stand transmitter, (1) BA 40 rechargeable battery, quick guide and safety instructions. Gooseneck microphone (cardioid, condenser) with 3-pin XLR-M and 12-48 V phantom power. Q-SYS Software-based Dante 16x16 Channel (8x8 Flows) License, Perpetual. 55-inch Commercial 4K UHD Display, 500 NIT - Confident monitor at back or the room (presenter view) Mount-It! Full Motion Wall Mount for 42 to 80" Displays Lav Mic Unified Core with 8 local audio I/O channels, 64x64 network I/O channels with 8x8 Software-based Dante license included, USB AV bridging, dual LAN ports, VoIP telephony, 8x8 GPIO, 8 AEC processors, Half-size 1RU. X-Series Amplifier, 300 W Saros® Express 6.5" 2-Way In-Ceiling Speaker, White Textured, Single (must be ordered in multiples of 2) 48 PoE+ | 4 (10G) SFP+ Ports – 1Gb L2/L3 Managed Switch MPR Module 20A, Controlled Stand-Alone 15A Advanced Power Cond/Lights W/SMP, 9 Outlets, 1RU, 10Ft Cord SmartRack 24U Mid-Depth Half-Height Rack Enclosure Cabinet + Ventilation Fans + 1U Cable Pass-Through Panel with Brush Strip for improved ventilation Sub Total 376 33 EIDIM 1 6,858.00$ 6,858.00$ #Manufacturer Product Name QTY Unit Price Ext Price 34 EIDIM 1 2,370.07$ 2,370.07$ 35 EIDIM 1 2,488.57$ 2,488.57$ 36 EIDIM 1 2,613.00$ 2,613.00$ 37 EIDIM 1 2,743.65$ 2,743.65$ 38 EIDIM 1 2,880.83$ 2,880.83$ 39 EIDIM 1 -$ -$ 40 EIDIM 1 2,495.00$ 2,495.00$ 41 EIDIM 1 2,619.75$ 2,619.75$ 42 EIDIM 1 2,750.74$ 2,750.74$ 43 EIDIM 1 2,888.27$ 2,888.27$ #Manufacturer Product Name QTY Unit Price Ext Price 44 EIDIM 1 5,208.88$ 5,208.88$ #Manufacturer Product Name QTY Unit Price Ext Price 45 EraDisplays + NovaStar 1 5,021.37$ 5,021.37$ Estimated Tax Total 227,830.89$ Sub Total 215,172.77$ 12,658.12$ Silver Service Level Warranty Extended Year 3 Silver Service Level Warranty Extended Year 4 Silver Service Level Warranty Extended Year 5 Remote Access Service (Complementary) Remote Access Service Extended Year 2 Remote Access Service Extended Year 3 Remote Access Service Extended Year 5 Remote Access Service Extended Year 4 Shipping 5,208.88$ Shipping Description Shipping Charge Sub Total 5,208.88$ Quote Summary Description Amount Hardware Tariff (TBD-Fluctuating)5,021.37$ 52,974.00$ Sub Total 119,853.62$ Miscellaneous Expenses 8,265.00$ AV Firm Fix Price Testing/Commisioning, Training, Administration, Documentation 5-year Silver Level Warranty & Remote Access Service 23,849.89$ 5-year Silver Level Warranty & Remote Access Service 23,849.89$ Tariff (TBD - Fluctuating) Description Additional 10% (+ or -) of line item pricing •At the time of our pre-bid proposal submission, the applicable tariff was 10%. However, after the award of the project, the tariff rate increased to 20%. Please note that the additional 10% tariff cost is still subject to change. We will inform the City of any further adjustments once the project is awarded and procurement has commenced. Sub Total 5,021.37$ Description Silver Service Level Warranty: • Response time within 24 hours via email/phone • Work will commence within 5 days • Allowable number of incidents/issues to fix- Unlimited Silver Service Level Warranty Extended Year 2 52,974.00$ Sub Total 377 CITY OF SOUTH SAN FRANCISCO l VIDEO WALL REPLACEMENT Scope of Work for Video Wall Replacement at the Emergency Operations Center (EOC) City of South San Francisco Contractor: EIDIM Group, Inc. 1. Project Overview As the contractor, EIDIM Group, Inc. will replace the existing video wall at the City of South San Francisco’s Emergency Operations Center (EOC). The project will deliver a high-performance, state-of-the-art video wall system that will enhance the City’s ability to manage emergency operations, meetings, and training. The system will integrate advanced visual, audio, and control technologies to meet the City’s operational requirements. 2. Project Coordination and Kickoff • Project Manager Assignment: A dedicated project manager from EIDIM Group, Inc. will oversee the project, ensuring that all tasks are completed on schedule, within budget, and according to the defined specifications. • Pre-Installation Coordination: A kickoff meeting will be held with the City’s representatives to confirm the final scope, project timeline, and deliverables. A detailed schedule outlining key milestones and deliverables will be provided. 3. Electrical Work Coordination The City of South San Francisco will be responsible for handling all necessary electrical work to ensure that the site is fully prepared for the installation of the video wall and AV systems. This includes providing the required electrical infrastructure, outlets, and power sources necessary to support the equipment. After EIDIM Group, Inc. conducts the site inspection, we will provide the City with a detailed list of the electrical requirements for the AV installation, which will include power specifications, circuit load details, and any specific outlet or connection needs. The City will coordinate and ensure all electrical work is completed and ready before the commencement of the installation. 4. Equipment Procurement and Delivery Upon contract approval, EIDIM Group, Inc. will procure and deliver the following equipment to the site: • EraDisplays Sail COB P1.2 Series LED Panels (Primary video wall) 378 CITY OF SOUTH SAN FRANCISCO l VIDEO WALL REPLACEMENT • Samsung QM55C 55-inch Commercial 4K UHD Displays (Side and Confidence monitors) • Crestron DM-NVX-E20, DM-NVX-360, DM-NVX-360C Network AV Encoders/Decoders • Novastar H5 Video Splicer (Video signal processor) • Crestron IV-CAM-I12-W and IV-CAM-P12-W Intelligent PTZ Cameras • Shure MXA920W-S-60CM Ceiling Array Microphones • Sennheiser EW-DX EM 4 Dante-enabled Wireless Receivers • Sennheiser MEG 14-40 B Gooseneck Microphones • Sennheiser EW-DX TS 3-PIN Wireless Table Stand Transmitters • Q-SYS Core 8 Flex Audio Video Bridging System with Dante® Integration • Q-SYS SLDAN-16-P Dante License • Vaddio AV Bridge 2x1 • Mount-IT MI-372 Mounting Brackets for Displays • Crestron IVA-CMT-BRKTJ-1B Ceiling Mount Brackets for Cameras • Luxul SW-615-48P-F PoE+ Managed Network Switch • Furman PL-8C Power Conditioner • Middle Atlantic RLM-20-1CA Rack Mount for AV Equipment • Tripplite SR24UB Rack Enclosure • Eaton BHDBT-K-SI HDBaseT Extender Kit (HDMI over Cat5e/6/6a) • Crestron AMP-X300 (Audio Amplifier) • Crestron CP4 (Control Processor) • Crestron SAROS ICE6T-W-T-EACH+ (In-ceiling Speakers) • Crestron TS-1070-W-S (Touchscreen Scheduling System) • Crestron DMF-CI-8 (Digital Media Fiber Card Interface) • Tripplite SRFANWM (Fan for SR24UB Rack Enclosure) • Tripplite SR1UBRUSH (Brush Strip for Rack Enclosure) Owner Furnished Equipment (OFE): • 2 OFE Handheld Microphones (for wireless audio capture) • 1 OFE Lavalier Microphone (for portable audio capture) Delivery & Inspection: All components will be delivered within [specific time frame] from contract approval. Upon receipt, EIDIM Group, Inc. will inspect all equipment for damage and notify the City immediately of any discrepancies. 379 CITY OF SOUTH SAN FRANCISCO l VIDEO WALL REPLACEMENT 5. Site Preparation and Equipment Removal • Removal of Existing Equipment: The existing video wall system, including displays, wiring, and mounts, will be dismantled and removed. The City will be responsible for disposing of the old equipment. • Site Readiness Check: Prior to installation, EIDIM Group, Inc. will verify that the site is prepared for the new system. This includes confirming that electrical, network, and mounting infrastructure supports the new equipment. 6. Installation and Configuration Display Installation • EraDisplays Sail COB P1.2 LED panels will be mounted to create the primary video wall. These high-resolution panels will be securely installed using custom brackets. • Samsung QM55C 55-inch Commercial 4K UHD displays will be mounted as side monitors and confidence displays. Camera Installation • Crestron IV-CAM-I12-W and IV-CAM-P12-W Intelligent PTZ cameras will be mounted using Crestron IVA-CMT-BRKTJ-1B ceiling mount brackets. The cameras will be positioned for optimal video capture and conferencing during emergency operations and meetings. Audio System Setup • Shure MXA920W-S-60CM Ceiling Array Microphones will be installed to capture high-quality audio throughout the room. • Sennheiser EW-DX EM 4 Dante-enabled wireless receivers will be integrated into the Dante network, receiving signals from wireless microphones for smooth, high-quality audio distribution. • Sennheiser MEG 14-40 B Gooseneck Microphones will be installed at designated areas for additional audio capture. • Sennheiser EW-DX TS 3-PIN Wireless Table Stand Transmitters will be deployed for flexible wireless microphone functionality, allowing for easy setup without permanent wiring. Owner-Furnished Equipment (OFE): • 2 OFE Handheld Microphones will be set up and integrated into the system for additional wireless audio capture needs. • 1 OFE Lavalier Microphone will be set up as a portable microphone solution, ideal for speakers or participants needing mobility. AV Distribution and Signal Processing 380 CITY OF SOUTH SAN FRANCISCO l VIDEO WALL REPLACEMENT • Novastar H5 Video Splicer will manage video signals across the video wall, ensuring the visual output is properly distributed across all panels. • Crestron DM-NVX-E20, DM-NVX-360, and DM-NVX-360C network AV encoders and decoders will handle 4K video and audio distribution across the system. • Q-SYS Core 8 Flex will act as the core system for audio and video bridging, ensuring seamless integration and communication between all video and audio components across the network. This system will enable easy control and signal routing for video walls, cameras, and micr ophones. • Q-SYS SLDAN-16-P Dante License will enable Dante-enabled audio devices, allowing for high- quality, low-latency audio transport throughout the system. • Vaddio AV Bridge 2x1 will facilitate the conversion of audio and video signals from various sources to ensure smooth distribution to the video wall and other display devices. Networking and Power • Luxul SW-615-48P-F PoE+ managed network switch will support data and power over Ethernet for all components. • Furman PL-8C Power Conditioner will ensure stable and clean power for all AV equipment, preventing electrical interference. • Middle Atlantic RLM-20-1CA rack mounts and Tripplite SR24UB rack enclosures will house and organize all network and AV equipment in a secure and accessible manner. • Eaton BHDBT-K-SI HDBaseT Extender Kit will be used to transmit HDMI video and audio signals over long distances using Cat5e/6 cables, ensuring high -quality signal transmission to remote displays or devices. • Crestron AMP-X300 will be installed to amplify audio signals, providing robust sound output for the EOC. • Crestron SAROS ICE6T-W-T-EACH+ in-ceiling speakers will be installed for high-quality sound distribution across the room. • Tripplite SRFANWM will be installed to provide adequate ventilation for the Tripplite SR24UB rack enclosure. • Tripplite SR1UBRUSH will be used to maintain proper cable management and airflow in the rack. 7. Control System Customization and Programming • GUI Customization and Programming: o EIDIM Group, Inc. will provide GUI Customization and Programming for the Crestron CP4 control processor. This will involve creating a tailored interface for the City’s staff, allowing for seamless control over all video, audio, and camera functions. o The GUI will be designed to be intuitive and user -friendly, enabling efficient control of the video wall, microphones, camera angles, input sources, and audio levels, ensuring that 381 CITY OF SOUTH SAN FRANCISCO l VIDEO WALL REPLACEMENT emergency responders can easily navigate and operate the system in high-pressure situations. o Custom controls will be configured to support preset configurations, allowing the City to switch between different input sources, camera views, and layouts with ease. 8. System Calibration and Testing • Video Calibration: o The EraDisplays Sail COB P1.2 panels will be calibrated to ensure optimal brightness, color accuracy, and resolution. o The Samsung QM55C monitors will be calibrated for consistent image quality across the entire system. • Audio Calibration: o Shure MXA920W-S Ceiling Array Microphones and Sennheiser EW-DX EM 4 receivers will be calibrated to ensure clear, balanced audio capture and distribution. o Sennheiser MEG 14-40 B Gooseneck Microphones and Sennheiser EW-DX TS 3-PIN wireless table stand transmitters will be tested for optimal wireless functionality and signal reception. • System Integration: o All components will be integrated into a unified system using the Crestron CP4 control processor. o The Crestron TS-1070-W-S touchscreen scheduling system will be configured for seamless control of all video, audio, and camera operations. • End-to-End Testing: o Full system testing will be conducted to verify that all components are functioning as expected, including video output, audio capture, camera control, and overall system functionality. 9. Training and Handover • Training for City Staff: o On-site training will be provided to City staff on the operation of the new system, including video wall controls, microphone setups, camera operations, and network configuration. o Training Topics: ▪ Operating the Crestron CP4 control system and TS-1070-W-S touchscreen interface. ▪ Managing video inputs/outputs, such as Cable TV, Apple TV, and emergency management systems. 382 CITY OF SOUTH SAN FRANCISCO l VIDEO WALL REPLACEMENT ▪Adjusting audio levels using Shure MXA920W-S microphones and Sennheiser receivers. ▪Operating the Crestron IV-CAM-I12-W and IV-CAM-P12-W PTZ cameras. •Technical Documentation: o EIDIM Group, Inc. will provide digital copies of all technical documentation, including user manuals, system operation guides, troubleshooting steps, and maintenance guidelines. These digital copies will be made available to the City in a format that is easily accessible. o If the City prefers, EIDIM Group, Inc. can provide hard copies of the manuals and documentation at an additional cost, based on the City's preference. •Project Handover: o Once all systems are operational and training is completed, the project will be officially handed over to the City, and a final report confirming system functionality will be submitted. 10. Warranty and Ongoing Support •5-Year Silver Service Level Warranty: o Covers all components, including Sennheiser, Shure, Crestron, Vaddio, Q-SYS, Eaton, Tripplite, and OFE microphones. o 24-hour response time for technical issues. o On-site service or remote diagnostics within 5 business days for any issues related to the systems. o Unlimited service incidents and repairs for the full warranty period. •Remote Monitoring and Diagnostics: o EIDIM Group, Inc. will provide remote monitoring capabilities for proactive issue resolution and support. 383 On-site tentative schedule San Francisco_EOC_Video Wall Replacement Site Start Date Display Week 1Project Lead 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28WBSTASKLEADSTARTENDDAYS% DONE WORK DAYS M T W T F S S M T W T F S S M T W T F S S M T W T F S S1Mobilization - - 1.1 Administration Thu 2/27/25 Mon 3/10/25 12 50%81.2 SOV Mon 3/17/25 Sun 3/23/25 7 50%51.3 Wed 3/12/25 Tue 3/18/25 7 0%51.4 Schematic & Drawing Mon 3/10/25 Wed 3/19/25 10 0%81.5 Programming Mon 3/10/25 Wed 3/19/25 10 0%82Eidim Procurment - - 2.1 Procurement Mon 6/23/25 Mon 9/01/25 71 10%513System Installation - - 3.1 Demoition Mon 9/01/25 Fri 9/05/25 5 0%53.2 Power modules installation Wed 9/03/25 Thu 9/04/25 2 0%23.3 Cable Run Thu 9/04/25 Fri 9/05/25 2 0%23.4 Rack and AV equipment installation Mon 9/08/25 Wed 9/10/25 3 0%33.5 Video-Wall installation Wed 9/10/25 Fri 9/12/25 3 0%33.6 Cable Labeling, Termination and Management Wed 9/10/25 Thu 9/11/25 2 0%23.7 Installation validation Thu 9/11/25 Fri 9/12/25 2 0%23.8 Patching, Painting and Cleaning if needed Thu 9/11/25 Fri 9/12/25 2 0%23.9 Upload Programming Mon 9/15/25 Fri 9/19/25 5 0%53.10 System Testing & Commissioning Thu 9/18/25 Wed 9/24/25 7 0%53.11 System walk through and Punchlist for validation by client Wed 9/24/25 Thu 9/25/25 2 0%24Training and Completion - - 4.1 Training Thu 9/25/25 Thu 9/25/25 1 0%15Close-Out Project - - 5.1 Close out Documentation and Project Completion Wed 6/04/25 0% - The start day on site depends on the arrival time of the Video wall. If we receive it earlier, we can start the on-site task on 08/25/2025.Week 49/1/2025 (Monday)Week 1 Week 2 Week 3Device Compatability and plan checking 1 Sep 2025 8 Sep 2025 15 Sep 2025 22 Sep 2025 384 05/13/2025 Capital Providers Insurance License #0H52316 20750 Ventura Blvd., Ste 305 Woodland Hills CA 91364 Gretchin Heath (818) 676-0016 (818) 676-0015 gretchin@cpisgroup.com EIDIM Group Inc, DBA: EIDIM A V Technology 1015 S Placentia Ave Fullerton CA 92831 Mesa Underwriters Specialty Insruance Co.36838 Palomar Specialty Insurance Co.20338 Hartford Casualty Insurance Company 29424 Great American Insurance Company 16691 25-26 EXS/WC/GL/Builders A Y Y MP0082001009781 04/01/2025 04/01/2026 1,000,000 100,000 10,000 1,000,000 2,000,000 2,000,000 B PES-XS-01-4837 04/01/2025 04/01/2026 5,000,000 5,000,000 C Y 72WECBF6Y44 04/30/2025 04/30/2026 1,000,000 1,000,000 1,000,000 D Builders Risk/Installation Floater IMP F318559-00 04/04/2025 07/31/2025 El Camino HS $197,549 Bella Vista HS $206,093 City of South San Francisco 480 North Canal South San Francisco CA 94080 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 385 EIDIM A V Technology Doing Business As Additional Named Insureds Other Named Insureds OFAPPINF (02/2007)COPYRIGHT 2007, AMS SERVICES INC 386 WC & Employer's liability WCEL 1,000,000 1,000,000 1,000,000 ADDITIONAL COVERAGES Ref #Description Edition DateForm No.Coverage Code Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Copyright 2001, AMS Services, Inc.OFADTLCV 387 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date:03/20/25 Policy Expiration Date:04/30/26 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number:72 WEC BF6Y44 Endorsement Number: Effective Date:04/30/25 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:EIDIM Group Inc, DBA EIDIM AV Technology 1015 S PLACENTIA AVE FULLERTON CA 92831 We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 %of the California workers'compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us 388 POLICY NUMBER: MP0082001009781 COMMERCIAL GENERAL LIABILITY CG 24 04 10 93 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 24 04 10 93 Copyright, Insurance Services Office, Inc., 1992 Page 1 of 1 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Any person or organization to which you are obligated by virtue of a written contract to provide insurance such as is afforded by this policy, but only with respect to (1) occurrences taking place after such written contract has been executed and (2) occurrences resulting from work performed by you during the policy period, or occurrences resulting from the conduct of your business during the policy period. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV – COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. 389 POLICY NUMBER: MP0082001009781 COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 10 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 2 ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s)Location(s) Of Covered Operations Any person or organization to which you are obligated by virtue of a written contract to provide insurance such as is afforded by this policy, but only with respect to (1) occurrences taking place after such written contract has been executed and (2) occurrences resulting from work performed by you during the policy period, or occurrences resulting from the conduct of your business during the policy period. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A.Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1.All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2.That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. 390 Page 2 of 2 © Insurance Services Office, Inc., 2012 CG 20 10 04 13 C.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 391 COMMERCIAL GENERAL LIABILITY CG 20 34 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 34 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 ADDITIONAL INSURED – LESSOR OF LEASED EQUIPMENT – AUTOMATIC STATUS WHEN REQUIRED IN LEASE AGREEMENT WITH YOU This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II – Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) from whom you lease equipment when you and such person(s) or organization(s) have agreed in writing in a contract or agreement that such person(s) or organization(s) be added as an additional insured on your policy. Such person(s) or organization(s) is an insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). However, the insurance afforded to such additional insured: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. A person’s or organization’s status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. B. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. C. With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement you have entered into with the additional insured; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 392 POLICY NUMBER: MP0082001009781 COMMERCIAL GENERAL LIABILITY CG 20 37 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 37 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 2 ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s)Location And Description Of Completed Operations Any person or organization to which you are obligated by virtue of a written contract to provide insurance such as is afforded by this policy, but only with respect to (1) occurrences taking place after such written contract has been executed and (2) occurrences resulting from work performed by you during the policy period, or occurrences resulting from the conduct of your business during the policy period. A person or organization that qualifies as an “insured” under the above paragraph of this Endorsement shall be an additional insured solely with respect to such additional insured’s liability for “bodily injury,” property damage” or “personal and advertising injury” caused in whole or in part by your acts or omissions in the performance of “your work” for the additional insured on or at “commercial construction projects.” For the purposes of this Endorsement, “commercial construction projects” are defined as buildings or structures constructed for commercial use and also includes apartments, hotels, homes for the aged, dormitories or barracks. However, “commercial construction projects” shall not include any building or structure which contains individual owner occupied units or dwellings. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A.Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 393 Page 2 of 2 © Insurance Services Office, Inc., 2012 CG 20 37 04 13 B.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 394 COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 01 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 PRIMARY AND NONCONTRIBUTORY – OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. 395 396 Policy No. 671-4621-E25-75B, 671-4653-E25-75B 210E-FBB4 CMP-4787 671-9738-F0475 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY CMP-4787 WAIVER OF TRANSFER OF RIGHTS OR RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM SCHEDULE Policy Number: 671-4621-E25-75B, 671-4653-E25-75B, 671-9738-F0475 Named Insured: EIDIM GROUP, INC. 1015 S PLACENTIA AVE FULLERTON, CA 92831 Name And Address Of Person Or Organization: City of South San Francisco 480 North Canal, South San Francisco, CA 94080 Any successor in interest thereto (each of the foregoing "Landlord"), any mortgage lender or ground lessor or Landlord, any managing agent of Landlord, and (direct or indirect) owner of any of the foregoing, and any beneficiary, officer, director, employee or agent of any of the foregoing are included as additional insured. 30 days notice of cancellation will apply, except 10 days for nonpayment of premium. The following is added to Paragraph 10.b. of SECTION I AND SECTION II — COMMON POLICY CONDITIONS: We waive any right of recovery we may have against the person or organization shown in the Schedule because of payments we make for injury or damage arising out of: a. Your ongoing operations; or b. "Your work" done under contract with that person or organization and included in the "products completed operations hazard". This waiver applies only to the person or organization shown in the Schedule. All other policy provisions apply. CMP-4787 1006225 137715.1 11-19-2013 ©Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 397 Policy No. 671-4621-E25-75B, 671-4653-E25-75B 210E-FBB4 CMP-4787 671-9738-F0475 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CMP-4786.1 ADDITIONAL INSURED — OWNERS, LESSEES, OR CONTRACTORS (Scheduled) This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM SCHEDULE Policy Number: 671-4621-E25-75B, 671-4653-E25-75B, 671-9738-F0475 Named Insured: EIDIM GROUP, INC. 1015 S PLACENTIA AVE FULLERTON, CA 92831 Name And Address Of Additional Insured Person Or Organization: City of South San Francisco 480 North Canal, South San Francisco, CA 94080 1. SECTION II — WHO IS AN INSURED of SECTION II — LIABILITY is amended to include, as an additional insured, any person or organization shown in the Schedule, but only with respect to liability for “bodily injury”, “property damage”, or “personal and advertising injury” caused, in whole or in part, by: a. Ongoing Operations (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for that additional insured; or b. Products – Completed Operations “Your work” performed for that additional insured and included in the “products completed operations hazard”. However, Paragraph 1. above is subject to the following: The insurance afforded to the additional insured only applies to the extent permitted by law. b. If coverage provided to the additional insured is required by a contract or agreement, the insurance provided to the additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured; and c. If the contract or agreement between you and the additional insured is governed by California Civil Code Section 2782 or 2782.05, the insurance provided to the additional insured is the lesser of that which: © Copyright, State Farm Mutual Automobile Insurance Company, 2013 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 398 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 5/19/2025 Orr &Associates Insurance Services 28780 Single Oak Dr Ste 255 Temecula CA 92590 Certificates 800-311-3081 800-474-3003 certs@orrandassociates.com License#:0E63493 Technology Insurance Company 42376 EIDIGRO-01 Ohio Security Insurance Co.24082EIDIMGroupIncdbaEIDIMAVTechnology 1015 S.Placentia Ave Fullerton CA 92831 968380817 A B B Cyber Liability Property Property Y TCL173429301 BFS2562524548 BFS2562524548 7/20/2024 11/19/2024 11/19/2024 7/20/2025 11/19/2025 11/19/2025 Aggregate BPP Equipment &Tools 1,000,000 250,000 10,000 Certificate is subject to policy limits,conditions and exclusions. Certificate Holder is named as Additional Insured as per attached endorsement form(s). City of South San Francisco 480 North Canal South San Francisco,CA 94080 399 400 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS AUTOSAUTOS NON-OWNEDHIRED AUTOS SCHEDULEDALL OWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD MTTU Hiscox Inc. d/b/a/ Hiscox Insurance Agency in CA 5 Concourse Parkway Suite 2150 Atlanta GA, 30328 (888) 202-3007 contact@hiscox.com Hiscox Insurance Company Inc 10200 EIDIM Group DBA EIDIM AV Technology 1015 S Placentia Ave Fullerton, CA 92831 City of South San Francisco 480 North Canal South San Francisco, CA 94080 The city of South San Francisco and its officers, employees, agents and volunteers shall be covered as additional insured with respects to Professional liability ar ising out of the work performed by insured Each Claim: $ 2,000,000 Aggregate: $ 2,000,000 Professional LiabilityA 10/23/202510/23/2024P100.682.137.6YY 05/13/2025 401 CONTINUED 210E-FBB4 CMP-4787 Page 2 of 2 (1) Is allowed for the satisfaction of a defense or indemnity obligation by California Civil Code Section 2782 or 2782.05 for your sole liability; or You are required by contract or agreement to provide for such additional Insured. (2) We have no duty to defend or indemnify the additional insured under this endorsement until a claim or “suit” is tendered to us. Any insurance provided to the additional insured shall only apply with respect to a claim made or a “suit” brought for damages for which you are provided coverage. 2. With respect to the insurance afforded to the additional insured, the following is added to SECTION II — LIMITS OF INSURANCE: 3. If coverage provided to the additional insured is required by contract or agreement, the most we will pay on behalf of the additional insured will be the lesser of the amount of insurance: a.Required by the contract or agreement; or Available under the applicable Limits Of Insurance shown in the Declarations. b. This endorsement shall not increase the applicable Limits Of Insurance shown in the Declarations. With respect to the insurance afforded to the additional insured, the following is added to Paragraph 3. Duties In The Event Of Occurrence, Offense, Claim Or Suit of SECTION II — GENERAL CONDITIONS: 4. The additional insured must: See to it that we are notified as soon as practicable of an “occurrence” or an offense which may result in a claim. To the extent possible, notice should include: a.How, when and where the “occurrence” or offense took place; (1) The names and addresses of any injured persons and witnesses; and (2)The nature and location of any injury or damage arising out of the “occurrence” or offense; (3) Tender the defense and indemnity of any claim or “suit” to us and to all other insurers who may have insurance potentially available to the additional insured; and b. Agree to make available any other insurance the additional insured has for defense or damages for which we would provide coverage under SECTION II —LIABILITY. c.With respect to the insurance afforded the additional insured, the following replaces SECTION II —LIABILITY of Paragraph 7. Other Insurance of SECTION I AND SECTION II —COMMON POLICY CONDITIONS: 5.This insurance is primary to and will not seek contribution from any other insurance available to the additional insured, provided that the additional insured is a named insured under such other insurance. a. Regardless of any agreement between you and the additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies. b.There will be no refund of premium in the event his endorsement is cancelled. All other policy provisions apply. CMP-4786. 1 1007033 148011 08-21-2014 , Copyright, State Farm Mutual Automobile Insurance Company, 2013 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 402 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-733 Agenda Date:7/9/2025 Version:1 Item #:16. Report regarding a resolution approving a Professional Services Agreement with Plante Moran,PLLC for Project and Change Management services for the City’s Enterprise Resources Planning (ERP)project in the amount not to exceed $298,620,plus a 10%contingency of $29,862,for a total cost of $328,482,and authorize the City Manager to execute the agreement. (Tony Barrera, Director of Information Technology) RECOMMENDATION Staff recommend that the City Council adopt a resolution approving a Professional Services agreement with Plante Moran for Project and Change Management services for the City’s Enterprise Resources Management (ERP)project for an amount not to exceed $298,620,plus a 10%contingency of $29,862 for a total cost of $328,482 and authorize the City Manager to execute the agreement. BACKGROUND/DISCUSSION The City of South San Francisco is entering the implementation phase of its ERP upgrade-a transformative project that will modernize and streamline the City’s financial, human resources, and operational systems. The ERP project began in January 2024 when the City engaged Plante Moran to assist in developing a Request for Proposal (RFP).Through department-level workshops,Plante Moran worked closely with staff to define the City’s system requirements and supported the City throughout the competitive vendor selection and contract negotiation process.Their knowledge of City operations,goals,and challenges has played a key role in getting the City to this point. As we move into implementation,the City must dedicate considerable internal resources to ensure the project remains on schedule and within budget.Delays at this stage could result in significant financial impacts.To help mitigate this risk,staff are recommending continued support from Plante Moran to provide project management and change management services.These services will complement the ERP vendor’s role while supporting the City’s capacity to oversee this complex project. Plante Moran will continue with the same team that supported the City during the selection phase-bringing continuity, proven public sector expertise, and knowledge of our business processes. Their proposal includes: ·Subject matter experts to validate business processes within the vendor’s system ·Change management support to help City staff adapt to new workflows ·Training, communication planning, and user engagement tools to drive adoption ·A scalable support model that can adjust to the City’s evolving needs Plante Moran has successfully completed over 30 ERP implementations in the last four years and has worked with more than 500 public sector clients.Their experience,particularly with California municipalities and platforms like Workday, Teller, and other ERP systems, ensures they can deliver targeted, effective support. FISCAL IMPACT The total cost for the project and change management services is $298,620,plus a 10%contingency in theCity of South San Francisco Printed on 7/3/2025Page 1 of 2 powered by Legistar™403 File #:25-733 Agenda Date:7/9/2025 Version:1 Item #:16. The total cost for the project and change management services is $298,620,plus a 10%contingency in the amount of $29,862 for a total cost of $328,482.This agreement will be funded by the allocated $6 million ERP project fund from account 100-27495. The cost of this agreement will not impact the General Fund. RELATIONSHIP TO STRATEGIC PLAN The project is an initiative under Modern and Sustainable Organization, ensuring financial sustainability. CONCLUSION The ERP project is a complex high resource project that will need additional resources to manage the project. This agreement will enable a continued partnership with Plante Moran,who will provide strategic value by reducing project risk,enhancing internal capacity,and ensuring a smooth transition to a modern ERP system. Staff recommend proceeding with the proposed services to maintain project momentum. City of South San Francisco Printed on 7/3/2025Page 2 of 2 powered by Legistar™404 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-734 Agenda Date:7/9/2025 Version:1 Item #:16a. Resolution approving a Professional Services Agreement with Plante Moran,PLLC for Project and Change Management services for the City’s Enterprise Resources Planning (ERP)project in the amount not to exceed $298,620,plus a 10% contingency of $29,862, and authorize the City Manager to execute the agreement. WHEREAS, the City is entering the implementation phase of its ERP project; and WHEREAS,the City engaged Plante Moran in January 2024 to assist in developing a Request for Proposal (RFP).and whose knowledge of City operations, goals, and challenges has played a key role in getting the City to this point; and WHEREAS,City must dedicate considerable internal resources to ensure the project remains on schedule and within budget; and WHEREAS,Plante Moran will continue with the same team for continuity and reducing financial impact risk by providing these services; and WHEREAS,the cost for project and change management services is $298,620 and will be funded by the $6 million reserved for the ERP project and will have no direct impact to the General Fund; and WHEREAS,City staff recommend that the City Council approve a Professional Services agreement with Plante Moran PLLC,for Project and Change Management services for the City Enterprise Resources Management (ERP)project in an amount not to exceed $298,620,plus a 10%contingency in the amount of $29,862 and authorize the City Manager to execute the agreement. NOW,THEREFORE,BE IT RESOLVED,that the City Council of the City of South San Francisco hereby take the following actions: 1.Approves a Professional Services Agreement with Plante Moran for Project and Change Management services for the City’s Enterprise Resources Management (ERP)project in the amount not to exceed $298,620,a copy of which is attached hereto and incorporated herein as Exhibit A,and authorizes a contingency funding of 10%in the amount of $29,862. 2.Authorizes the City Manager to execute the Professional Services Agreement with Plante Moran PLLC.,in substantially the same form as Exhibit A,subject to approval as to form by the City Attorney,and to take any other action for the purpose of carrying out the intent of this resolution that do not materially increase the City's obligations. ***** City of South San Francisco Printed on 7/3/2025Page 1 of 1 powered by Legistar™405 Short Form Services Agreement [Rev:11/14/2016] 1 SOUTH SAN FRANCISCO SERVICES AGREEMENT This Services Agreement (this “Agreement”) is made and entered into between the City of South San Francisco, a municipal corporation (“City”) and Plante & Moran, PLLC (“Consultant”) effective as of July 28, 2025 (the “Effective Date”). City and Consultant are hereinafter collectively referred to as (the “Parties”). In consideration of their mutual covenants, the Parties hereby agree as follows: 1. Scope of Services. Consultant shall provide the following services and/or materials (“the Work”): Provide Project and Change Management Services for the Enterprise Resource Planning (ERP) project , as more specifically described in the Scope of Services, attached hereto as Exhibit A. The Work shall commence on July 28, 2025, and shall be completed to the satisfaction of the City by June 30, 2027 unless such date is extended or otherwise modified by the City in writing. In the event of a conflict or inconsistency between the text of the main body of this Agreement and Exhibit A, the text of the main body of this Agreement shall prevail. 2. Payment. City shall pay Consultant an amount not to exceed: Two Hundred Ninety-Eight Thousand Six Hundred Twenty Dollars ($298,620.00) for the full and satisfactory completion of the Work in accordance with the terms and conditions of this Agreement. The calculation of payment for the Work shall be set forth as follows: Plante Moran will invoice the City on a monthly basis for services rendered in the prior month. The amount stated above is the entire compensation payable to Consultant for the Work performed hereunder, including all labor, materials, tools and equipment furnished by Consultant. City shall make payments, based on invoices received, for Work satisfactorily performed. City shall have thirty (30) days from the receipt of an invoice to pay Consultant. 3. Independent Contractor. It is understood and agreed that this Agreement is not a contract of employment and does not create an employer-employee relationship between the City and Consultant. At all times Consultant shall be an independent contractor and City shall not control the manner of Consultant accomplishing the Work. Consultant is not authorized to bind the City to any contracts or other obligations without the express written consent of the City. 4. Indemnification. To the fullest extent permitted by law, Consultant shall indemnify, defend (with counsel acceptable to the City), and hold harmless the City and its elected and appointed officers, officials, employees, agents, contractors and consultants (collectively, the “City Indemnitees”) from and against any and all liability, loss, damage, claims, expenses and costs (including, without limitation, attorneys’ fees and costs of litigation) (collectively, “Liability”), in each case to the extent arising out of or in connection with Consultant’s negligence or willful misconduct in Consultant’s performance of, or its failure to comply with, obligations under this Agreement, except such Liability caused by the negligence or willful misconduct of the City Indemnitees. 5. Insurance. Prior to beginning the Work and continuing throughout the term of this Agreement, Consultant (and any subcontractors) shall, at Consultant’s (or subcontractor’s) sole cost and expense, furnish the City with certificates of insurance evidencing that Consultant has obtained and maintains insurance in the following amounts: A. Workers’ Compensation that satisfies the minimum statutory limits. B. Commercial General Liability and Property Damage Insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) combined single limit per occurrence, TWO MILLION DOLLARS ($2,000,000) annual aggregate, for bodily injury, property damage, products, completed operations and contractual liability coverage (subject to policy exclusions and 406 Short Form Services Agreement [Rev:11/14/2016] 2 limitations). The policy shall also include coverage for liability arising out of the use and operation of any City-owned or City-furnished equipment used or operated by the Consultant, its personnel, agents or subcontractors. C. Automobile insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) per occurrence for bodily injury and property damage including coverage for hired and non-owned vehicles. D. Professional Liability Insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals’ errors and omissions. All insurance policies except the professional liability insurance shall be written on an occurrence basis and shall name the City Indemnitees as additional insureds with any City insurance shall be secondary and in excess to Consultant’s insurance. If the Consultant’s insurance policy includes a self- insured retention that must be paid by a named insured as a precondition of the insurer’s liability, or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy the self-insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self- insured retention required to be paid as a precondition to the insurer’s liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self-insured retention and also must disclose the deductible. The certificates shall contain a statement of obligation on the part of the carrier to notify City of any material change, cancellation, termination or non-renewal of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation, termination or non-renewal. The City’s Risk Manager may waive or modify any of the insurance requirements of this section. 6. Compliance with all Applicable Laws; Nondiscrimination. Consultant shall comply with all applicable local, state and federal laws, regulations and ordinances in the performance of this Agreement. Consultant shall not discriminate in the provision of service or in the employment of persons engaged in the performance of this Agreement on account of race, color, national origin, ancestry, religion, gender, marital status, sexual orientation, age, physical or mental disability in violation of any applicable local, state or federal laws or regulations. 7. Termination. City may terminate or suspend this Agreement at any time and without cause upon written notification to Consultant. Upon receipt of notice of termination or suspension, Consultant shall immediately stop all work in progress under this Agreement. The City's right of termination shall be in addition to all other remedies available under law to the City. 8. Prevailing Wage. Where applicable, the wages to be paid for a day's work to all classes of laborers, workmen, or mechanics on the work contemplated by this Agreement, shall be not less than the prevailing rate for a day’s work in the same trade or occupation in the locality within the state where the work hereby contemplates to be performed as determined by the Director of Industrial Relations pursuant to the Director’s authority under Labor Code Section 1770, et seq. Each laborer, worker or mechanic employed by Consultant or by any subcontractor shall receive the wages herein provided for. The Consultant shall pay two hundred dollars ($200), or whatever amount may be set by Labor Code Section 1775, as may be amended, per day penalty for each worker paid less than prevailing rate of per diem wages. The difference between the prevailing rate of per diem wages and the wage paid to each worker shall be paid by the Consultant to each worker. An error on the part of an awarding body does not relieve the Consultant from responsibility for payment of the prevailing rate of per diem wages and penalties pursuant to Labor Code Sections 1770-1775. The 407 Short Form Services Agreement [Rev:11/14/2016] 3 City will not recognize any claim for additional compensation because of the payment by the Consultant for any wage rate in excess of prevailing wage rate set forth. The possibility of wage increases is one of the elements to be considered by the Consultant. (A) Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of prevailing wage rates is not attached hereto pursuant to Labor Code Section 1773.2, the Consultant shall post at appropriate conspicuous points at the site of the project a schedule showing all determined prevailing wage rates for the various classes of laborers and mechanics to be engaged in work on the project under this contract and all deductions, if any, required by law to be made from unpaid wages actually earned by the laborers and mechanics so engaged. (B) Payroll Records. Each Consultant and subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the Consultant in connection with the public work. Such records shall be certified and submitted weekly as required by Labor Code Section 1776. 9. Payment of Taxes; Tax Withholding. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. To be exempt from tax withholding, Consultant must provide City with a valid California Franchise Tax Board form 590 (“Form 590”), as may be amended and such Form 590 shall be attached hereto. Unless Consultant provides City with a valid Form 590 or other valid, written evidence of an exemption or waiver from withholding, City may withhold California taxes from payments to Consultant as required by law. Consultant shall obtain, and maintain on file for three (3) years after the termination of this Agreement, Form 590s (or other written evidence of exemptions or waivers) from all subcontractors. Consultant accepts sole responsibility for withholding taxes from any non-California resident subcontractor and shall submit written documentation of compliance with Consultant’s withholding duty to City upon request. 10. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 11. Entire Agreement. This Agreement represents the entire and integrated agreement between the Parties. This Agreement may be modified or amended only by a subsequent written agreement signed by both Parties. 12. Non-Liability of Officials, Employees and Agents. No officer, official, employee or agent of City shall be personally liable to Consultant in the event of any default or breach by City or for any amount which may become due to Consultant pursuant to this Agreement. 13. Prevailing Party. In the event that either party to this Agreement commences any legal action or proceeding (including but not limited to arbitration) to interpret the terms of this Agreement, the prevailing party in such a proceeding shall be entitled to recover its reasonable attorney’s fees associated with that legal action or proceeding. 14. Notice. All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) when received if personally delivered; (ii) when received if transmitted by telecopy, if received during normal business hours on a business day (or if not, the next business day after delivery) provided that such facsimile is legible and that at the time such facsimile is sent the sending Party receives written confirmation of receipt; (iii) if sent for next day delivery to a domestic address by recognized overnight delivery service 408 Short Form Services Agreement [Rev:11/14/2016] 4 (e.g., Federal Express); and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice shall be sent to the respective Parties as follows: Consultant: Plante & Moran, PLLC 3000 Town Center, Suite 100 Southfield, MI 48075 City: City Clerk City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 15. Execution in Counterpart. This Agreement may be executed in counterparts and/or by facsimile or other electronic means, and when each Party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with other signed counterpart, shall constitute one Agreement, which shall be binding upon and effective as to all Parties. 16. Assignment, Governing Law. The Consultant may not assign any of Consultant’s obligations under this Agreement without the City’s prior written approval. This Agreement is governed by California law. The jurisdiction for any litigation arising from this Agreement shall be in the state of California, and shall be venued in the County of San Mateo. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date written above. CITY: CONSULTANT: By: _____________________________ By: _________________________ Sharon Ranals, City Manager Print Name: ___________________ Title: ________________________ APPROVED AS TO FORM: Company: _____________________ Date: ___________________________ ____________________________ City Attorney 2729961.1 409 Short Form Services Agreement [Rev:11/14/2016] 5 EXHIBIT A 410 Plante Moran Proprietary & Confidential Count on us. CITY OF SOUTH SAN FRANCISCO, CA Implementation Services Proposal June 27, 2025 411 June 27, 2025 Mr. Tony Barrera, IT Director City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Dear Tony, Thank you for the opportunity to advise the City team through its ERP selection project. In response to our discussion regarding implementation assistance, we understand that the City of South San Francisco is interested in exploring additional services from Plante Moran during the upcoming implementation. Plante Moran’s government consulting team offers a wealth of experience providing implementation assistance for similar government organizations implementing Workday and Teller software. Some key benefits of continuing to work with the Plante Moran team include: • Understanding of the City’s needs. Members of the proposed team have been deeply involved with the City’s ERP selection project from the start. This allowed our team to foster a relationship with City staff and develop an understanding of the City’s processes which will set the stage for a successful implementation and reduced duplicated efforts. • Recent client implementation experience. Plante Moran’s 30+ implementations in the last 4 years position our team to leverage key lessons learned and share them with your team, including some recent and local Workday implementations at the City of Concord, CA and City of Petaluma CA. • Deep understanding of the public sector. After serving public sector clients for more than 75 years, we’ve become specialized in their specific cultural, functional, and structural needs. We’ve helped more than 500 public sector clients of all sizes and complexities with various ERP projects, and we’ll bring that experience to drive successful outcomes for the City. • Understanding of best practices. Plante Moran has developed a strong understanding of best practices on over 30 years of enterprise system experience with governmental clients. We bring a breadth and depth of experience supporting implementations and enabling our clients to optimize core business processes in a new ERP system. Below is a summary of our proposed approach and the detailed tasks. Our proposal further describes our implementation approach, proposed engagement team, and fee summary. We look forward to the opportunity to work further with you and the City of South San Francisco. We would be happy to update the scope based on feedback from the City. We appreciate the opportunity to provide these services to the City. Please reach out to myself, Brian Pesis, or Nina Rajcevic with any questions. Sincerely, Plane & Moran, PLLC Mike Riffel, Engagement Partner | 312-602-3539 | mike.riffel@plantemoran.com 412 Implementation Advisory Services City of South San Francisco PLANTE MORAN | 2 Executive summary We understand the City would like assistance from Plante Moran to drive success and minimize risks associated with the ERP implementation project. We are proposing a comprehensive level of effort for the implementation that includes a suite of services including project management and subject matter expertise. Plante Moran would serve in a co-project manager role with the City’s Project Manager to assist with the implementation of the selected ERP solution (Workday with Teller). Our proposed team will also mentor the City’s Project Manager on previously identified requirements as required, implementation lessons learned, best practices, and key considerations. Plante Moran proposes the creation of a project management office (PMO), with sponsorship, governance and critical decision making by the City and support from City staff, Workday, Strada (formerly known as Alight), Teller, and others as needed, to direct all project management activities and oversee the completion of implementation objectives in each of the project phases. Plante Moran will be an integral part of the PMO and will advise the City on decision making, budget, approach, scope, risks, resourcing, and other project related matters. Our services include a deep bench of team resources that will be pulled into the project as necessary, including the following activities that are outlined in more detail on the following pages: • Project management: During implementation, we will assist the City with a variety of project management assistance, including but not limited to: leading project management meetings, monitoring project timeline and budget, providing input in implementation sessions, monitoring tasks, issues, and action items, reporting to the project steering committee, ensuring vendor contract compliance, reviewing deliverables, reviewing change orders, and other tasks that arise during the implementation. During an implementation, there are other tasks where we can provide assistance based on the City’s specific needs, such as managing the testing process, supporting data conversion, and other needs as identified during the project. • Subject matter expertise: As necessary, Plante Moran can bring in resources as needed to assist with topics that arise during implementation that require a deeper dive. This includes, but is not limited to, process and policy documentation (in Finance, Human Resources, and Payroll), chart of accounts guidance, internal controls, cybersecurity, and technical guidance. The City will work with Plante Moran’s project manager to include these resources upon request during the appropriate implementation sessions and follow-up to ensure that the system is configured to suit best practices. • Organizational change management: All of the ERP projects we are involved with include some element of formal or informal change management activities. These activities are more critical with clients who are migrating from technologies and processes that date back several years or have a more change-resistant organizational culture. We recognize that these changes come with many challenges and are crucial to the success of a project. Therefore, we embed formal and informal change management activities within our project methodology to manage change effectively throughout the duration of the project. 413 Implementation Advisory Services City of South San Francisco PLANTE MORAN | 3 Project Management Services During the implementation, we will provide project management guidance and support. The following summary activities are examples of the types of project management services Plante Moran team can provide the City during the various phases of an implementation. We will follow the project management principles below: INITIATION AND PLANNING EXECUTION AND CONTROLLING CLOSING Project management • Establish mutual understanding of project objectives and resources • Provide framework to manage implementation • Perform implementation activities with efficiency and discipline • Monitor and evaluate overall project performance • Properly evaluate overall project performance and document lessons learned for future projects • Establish a cycle of continuous improvement Project Initiation and Implementation Planning As part of the initiation and planning phase of an implementation project, there are a number of project activities that will be performed to ensure that a solid foundation for moving forward has been established. We would work with the City and the solution providers (Strada, Workday, and Teller) during the initiation and planning phase on the following activities: • Meet with the City and vendors for start-up activities. • Define roles and responsibilities for all stakeholders. • Conduct a project alignment session with City staff. • Present implementation lessons learned to the City team. • Facilitate a risk management session with City staff and vendors. • Participate in readiness sessions conducted by the vendors. • Develop and implement tools for managing the project. • Develop and implement appropriate tools for managing the project based on the unique needs of the City, such as: o Project charter, including project governance structure and roles and responsibilities o Project management plan, including risk and issue management o Project implementation plan and schedule o Staffing plan o Budget tracking tool Project Execution and Controlling Upon completion of the initiation and planning stages of each phase, the project will migrate to an execution and controlling phase in which the project tasks defined during the planning stage will be performed. In essence, this phase of the project is where most activities and time will be spent managing and controlling the project. During the implementation, we can support the following activities: 414 Implementation Advisory Services City of South San Francisco PLANTE MORAN | 4 • Participate in implementation sessions conducted by the vendors, providing input on best practices, potential risks, and other considerations. • Provide business process support to City staff throughout the project including: o Input on public sector best practices o Participation in ongoing workstream meetings o Tracking of specific action items and decisions o Identifications of potential risks o Support with testing (as desired) o Feedback on implications of configuration decisions (as possible) • Act as a member of the functional team providing team oversight, participating in ongoing workstream meetings, and ensuring that existing business processes are challenged during implementing the following complex modules: o Accounts Payable o Benefits o Chart of Accounts o Payroll o Additional areas as time allows • Participate or lead project management & steering committee meetings. • Provide written project status summaries to the project team, Steering Committee, and sponsor. • Work with vendors to manage the project scope and schedule. • Maintain and report on project risks, issues, action items, and decisions. • Help the City coordinate project resources. • Monitor and evaluation of overall project performance. • Monitor project timeline progress as updated by vendors. • Escalate issues both internally and externally to vendors. • Monitor compliance with the negotiated contract and statement of work. • Provide subject matter expertise in addition to workstream involvement as needed, such as: o Policy and procedure input o Internal controls and risk management o Infrastructure and technical guidance o Data conversion and governance Project Closing and Post Implementation Support Upon completion of the executing and controlling phases of the project, the project will transition to a project closing and transition to support phase in which much of the time will be spent on resolving go-live issues and transitioning from an implementation to an on-going operational state of the system. During the project closing phase, we will help with the following activities: • Identify open post-implementation punch-list items requiring resolution. • Define post go-live support roles and responsibilities. • Develop a transition plan and approach to City staff. • Document ongoing support procedures. 415 Implementation Advisory Services City of South San Francisco PLANTE MORAN | 5 • Determine who will be monitoring error logs for the system regularly. • Finalize ongoing support and system governance structure. • Conduct a post-implementation debrief and document lessons learned. Organizational Change Management Services New technologies introduce processes and workflows that will challenge the environment in place today — a culture with inefficient processes and workflows driven by outdated technology. Organizational Change Management (OCM) applies tools designed to assess, manage, and reinforce the impacts of replacing systems, redesign processes and prepare the workforce for the new systems. As we conduct work on any process, staff will become aware of potential changes. Therefore, Plante Moran treats OCM as a program operating inside the project, keeping a pulse on capacity for staff to accept change, with a goal of preparing staff for the new knowledge, skills and abilities required to adopt new systems and be successful in their career with the City. This begins with involving key staff from different areas of the City and including input from all levels of the organization, from frontline staff to leaders and sponsors. 1. Communication Planning Project team activities can be all-consuming, and easily make it seem as though everyone is “in the know”. However, that’s rarely the case for the rest of the organization, who may be experiencing fear, uncertainty and doubt that can often accompany change-related announcements. To include as many people as possible during the journey through change, we recommend creating a targeted communications plan that include: • Impacted audiences • Desired communication outcomes • Key message phrases • Intended delivered medium/channel • Frequency of communication • Approvers • Creators While Strada will be preparing the initial Communication Plan, additional support is usually needed in terms of supporting live events, specific messages to managers/leaders versus frontline staff, and potentially external audiences. Plante Moran will support the creation and delivery of such messages and can serve as an initial reviewer of Strada-provided messaging. 2. Training Planning While your ERP vendor will likely include some version of training as part of your implementation, the material provided can vary as well as the range of potential services included in their training. In our experience, the most effective training comes from within the organization and is led by a combination of internal Subject Matter Experts (SMEs) and vendor representatives. Plante Moran’s Change Management Team can support the City with the following additional activities: 416 Implementation Advisory Services City of South San Francisco PLANTE MORAN | 6 • Creating customized, step-by-step documentation for the City to use after go-live • Recording accompanying videos in a designated Training environment (as opposed to Production) • Training the City’s trainers in a Facilitation Workshop to prepare them to more effectively lead in-person sessions • Providing key points for the City to consider when determining training metrics Ideally, the Training Committee (made up of Change Champions) will create the Training Plan and coordinate the logistics around scheduling space for sessions, working with the project’s Core Team to ensure the correct participants are invited and that they receive adequate training for their role. 3. Champion Network Facilitation Based on our experience with similar-sized organizations during implementations, we firmly believe that “change is an inside job.” When leaders inside the City (whether formal leaders in title or others who are recognized as leaders) act as spokespeople for the project, their colleagues begin to look to them as sources of information about what is actually happening during the implementation. Change Champions are just as useful to the Project Team as they are to staff and can often be an effective sounding board for socializing proposed changes in a protected environment prior to sharing them with staff at large. Change Champion groups typically include: • 1-2 internal Change Co-Lead(s) • Monthly Champion meetings • Communications Committee • Training Committee Each Committee is composed of Champions who are drawn to a either topic and is usually headed by one or two designated leaders determined by the group. The Committees report out on their activities during the monthly Champion meetings; when they meet, they are working on establishing the Communications and Training Plans and executing on them during the implementation. Internal Change Co-Lead(s) represent the Champions during Steering Committee meetings as well as project Core Team meetings and provide an update on the current phase of the project during their own monthly meetings. They effectively sit “between the people and the product” and are expected to keep in touch with how staff are feeling leading up to go-live. 417 Implementation Advisory Services City of South San Francisco PLANTE MORAN | 7 Organizational Change Management activities and responsibilities Our consultants have developed a proven methodology and tools to mitigate risk and position the City for success. Our proposed methodology for supporting the City during its implementation project includes the following key phases: Activities and deliverables Project Team** Plante Moran LEGEND: P = Primary S = Secondary 1 Support City in delivering the communication plan* S P 3 Review proposed communications S P 4 Supplement communication efforts as needed S P 5 Support City in delivering the training plan* S P 7 Review proposed training S P 8 Support development of end-user training materials (videos/documentation) S P 9 Provide staff to establish a Change Ambassador Network (CAN) P S 10 Create Change Ambassador Charter S P 11 Review and approve Change Ambassador Charter P S 12 Create monthly Change Ambassador meeting agendas S P 13 Review and approve monthly Change Ambassador meeting agendas P S 14 Support client OCM Lead in facilitating monthly CAN meetings -- P 15 Provide support/coaching to CAN members between meetings -- P 16 Provide additional change-related workshops and/or facilitated conversations as needed -- P *Denotes Strada-proposed activity **Denotes the City’s Project Team 418 Implementation Advisory Services City of South San Francisco PLANTE MORAN | 8 Implementation activities and responsibilities There are various activities during an implementation where the City may require additional support from a project management and subject matter expertise perspective. The table below shows a sample level of effort the City could expect for the varying levels of implementation support and can be adjusted upon further discussion with the City. At the start of the implementation, we will review our level of involvement in more detail against Strada proposed activities per the project schedule to further refine Activity .35 FTE .6 FTE .8 FTE Project management meetings and coordination Steering committee meetings and preparation Functional workstreams Testing Vendor deliverable review Contract compliance Legend Status tracking Partial participation Full participation F F F F F F F P P S P P S P P S P P S 419 Implementation Advisory Services City of South San Francisco PLANTE MORAN | 9 Project team The following table lists the key personnel for this project and a description of the role each will serve. Availability assumes a project start date of July 28, 2025. Other staff may be assigned as needed. Project Staff Project Role Mike Riffel Partner Project Engagement Partner Mike has overall responsibility for ensuring that all project tasks throughout the entire project are completed within schedule and budget. He also will ensure that all project deliverables meet the required quality standards and be available for executive level discussions as needed. Brian Pesis Senior Manager Project Director Brian will provide oversight of the project as a whole. His experience assisting clients with ERP implementations (including Workday and Teller) paired with his experience working with the City of South San Francisco will allow him to ensure the implementation progresses smoothly. Brian will regularly participate in Executive Steering Committee meetings. Nina Rajcevic Manager Project Manager Nina will collaborate with the City’s Project Manager to facilitate execution of the project workplan and schedule, while managing the Plante Moran project team. Her experience working with the City of South San Francisco will allow her to better manage the project implementation workplan, day-to-day project activities and status meetings, and development of project deliverables. Danielle DeLonge Senior Manager Change Management Lead Danielle leads the Organizational Change Management practice at Plante Moran and will lead the change management efforts on the implementation. She will help the City navigate their technology transformation by taking a human-centered approach that empowers leaders and accelerates outcomes. Additional Consultants Based on the unique needs the City identifies throughout the life of the project and specific subject areas where expertise is required, we will identify and utilize additional consultants on this project as necessary to support the City. 420 Implementation Advisory Services City of South San Francisco PLANTE MORAN | 10 Project fees As described above, we are pleased to offer the City a project approach will provide for a project management and subject matter expert presence throughout the entire course of the project. For this approach, Plante Moran proposes the not-to-exceed fee schedule for the proposed scope of services as detailed below. The estimated implementation duration is twenty-one (21) months. Services can begin prior to the implementation start date if desired. The fees below represent an initial estimate based on our understanding of the City’s needs. Our fees can be refined upon further discussions with the City. Project activities (monthly breakdown below) Total fees Project Management and Subject Matter Expertise $251,320.00 Organizational Change Management Services $33,550.00 Travel (5 trips at $2,750 per trip) $13,750.00 Total $298,620.00 Monthly Support Table Month PM Hours PM Cost OCM Hours OCM Cost Monthly Cost 1 40 $12,200.00 0.0 $0.00 $12,200.00 2 60 $18,300.00 0.0 $0.00 $18,300.00 3 60 $18,300.00 10.0 $3,050.00 $21,350.00 4 60 $18,300.00 10.0 $3,050.00 $21,350.00 5 60 $18,300.00 10.0 $3,050.00 $21,350.00 6 60 $18,300.00 10.0 $3,050.00 $21,350.00 7 60 $18,300.00 10.0 $3,050.00 $21,350.00 8 60 $18,300.00 10.0 $3,050.00 $21,350.00 9 60 $18,300.00 10.0 $3,050.00 $21,350.00 10 60 $18,300.00 10.0 $3,050.00 $21,350.00 11 60 $18,300.00 10.0 $3,050.00 $21,350.00 12 60 $18,300.00 10.0 $3,050.00 $21,350.00 13 60 $18,300.00 10.0 $3,050.00 $21,350.00 14 8 $2,440.00 0.0 $0.00 $2,440.00 15 8 $2,440.00 0.0 $0.00 $2,440.00 16 8 $2,440.00 0.0 $0.00 $2,440.00 17 8 $2,440.00 0.0 $0.00 $2,440.00 18 8 $2,440.00 0.0 $0.00 $2,440.00 19 8 $2,440.00 0.0 $0.00 $2,440.00 20 8 $2,440.00 0.0 $0.00 $2,440.00 21 8 $2,440.00 0.0 $0.00 $2,440.00 421 Implementation Advisory Services City of South San Francisco PLANTE MORAN | 11 Project Fee Assumptions Our project fees are based on the following assumptions. Should these assumptions change, we would adjust our professional fees accordingly in consultation with the City. Project Resources and Governance 1. The City will assign a project manager that will work directly with Plante Moran staff. 2. Executive sponsorship represents all business areas and actively serves the needs of the project throughout its duration. 3. The City maintains an active Executive Steering Committee that meets throughout the project on a recurring basis. 4. City subject matter experts are available for scheduled implementation activities and complete their assigned activities on a timely basis. 5. Stakeholders scheduled to attend meetings are present and ready to fully participate. 6. A project management or governance structure is developed with the City’s core team meeting on a regular basis to discuss project issues and manage change requests so their impact on schedule, resource commitments, costs, and quality can be determined. 7. Decisions are made among the appropriate City staff in a timely manner. 8. City staff are open to considering business process changes and are willing to share their experiences surrounding current process challenges and desires for the future state processes in addition to those presented by Plante Moran for consideration. Service Delivery 9. Plante Moran will deliver all services for all engagement phases in a hybrid manner, with key project activities performed on-site and the remainder performed remotely. 10. Travel will be billed to the City at an all-inclusive rate of $2,750 per person per multi-day trip. For a one-day trip, travel will be billed at an all-inclusive rate of $2,000 per person. 11. All onsite work activity will be confirmed at least two weeks prior to the agreed upon travel date; any travel change costs incurred after such date will be expensed to the City at actual cost. This additional cost will be over and above the not-to-exceed fee amount. 12. The level of effort proposed assumes that Plante Moran staff are invited to implementation meetings and sessions with at least two weeks notice. Meetings scheduled with less notice may result in availability conflicts, although Plante Moran will make reasonable efforts to join. 13. Full-time equivalent (FTE) assumes a 52-week year and 40 hours per week. Compensation 14. We anticipate billing the City on a monthly basis for services rendered in the prior month. 15. In order to provide consistent staffing, Plante Moran will bill the City for: a. Implementation assistance monthly at a minimum of 2/3 (66.66%) of the monthly level of service as defined in the Monthly Support Table above, up to the anticipated monthly level of effort. 422 Implementation Advisory Services City of South San Francisco PLANTE MORAN | 12 b. Organizational change management assistance monthly at a minimum of 2/3 (66.66%) of the monthly level of service as defined in the Monthly Support Table above, up to the anticipated monthly level of effort. c. Monthly minimum hours calculations will be rounded to the nearest whole hour. 16. If the City wishes to adjust the level of implementation assistance for a given area (e.g. 40 hours to 60 hours or vice-versa), the City shall provide Plante Moran 30 calendar days notice and the new level of effort must be mutually agreed upon. Plante Moran’s hourly rate for planned consulting services during the 21 month planned timeline is $305/hour. 17. The City can discontinue these services at any time, with at least 30 calendar days notice. If the City provides written notice of its intent to discontinue with its desired end date to the Project Manager, Project Director, and/or Engagement Partner, Plante Moran will proportionately invoice any remaining months of service and cease providing services as of that date. 18. In the event that the City’s requested assistance exceeds the defined level of effort, Plante Moran will discuss with the City whether the City would like to take on more of the work or increase the level of effort on a one-time or ongoing basis. Any additional hours during the 21-month implementation will be charged at a rate of $315/hour after consulting with the City. After this time frame, services will be invoiced at our then-current hourly rates. 19. Changes in the project schedule due to a variety of factors (e.g. City availability, vendor delays) will result in the number of months of assistance and/or level of assistance needing to be similarly adjusted. 423 Implementation Advisory Services City of South San Francisco PLANTE MORAN | 13 Mike Riffel Relationship Partner 312-602-3539 mike.riffel@plantemoran.com We look forward to working with you. Please contact us with any questions. Brian Pesis Project Director 303-846-1260 brian.pesis@plantemoran.com Nina Rajcevic Project Manager 312-602-4748 nina.rajcevic@plantemoran.com 424 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-743 Agenda Date:7/9/2025 Version:1 Item #:17. Report regarding a resolution authorizing the City Manager to enter into a short-term lease agreement with the Boys and Girls Club of the Peninsula for the former Main Library space at 840 West Orange Avenue.(Sharon Ranals, City Manager) RECOMMENDATION Staff recommends that the City Council adopt a resolution authorizing the City Manager to enter into a short- term lease agreement with the Boys and Girls Club of the Peninsula (BGCP)for the former Main Library space at 840 West Orange Avenue.The former Main Library will be used by BGCP while they remodel their Orange Avenue Clubhouse.Entitlements and Ground Lease Amendment for the Orange Avenue Clubhouse project will be presented to City Council for consideration in late summer 2025. BACKGROUND The former Main Library at 840 W.Orange (the “Property”)was vacated in October 2023 when Library services were relocated to the new Library |Parks and Recreation (LPR)Center at 901 Civic Campus Way. Since then,the parking lot at the Property has been used twice monthly for the YMCA Community Resource Center’s food distributions,and on an ongoing basis for limited storage for YMCA’s diaper distribution program. In 2024,the City issued a Request for Proposals soliciting a childcare user or other community-serving use to lease the Property and utilize it for the benefit of the community;however,the City received no responses to that solicitation.At this time,there is no long-term use,reuse,or redevelopment of the Property that has been approved by the City Council.It should be noted that future conversion of the Property for use as a licensed preschool/childcare facility has been considered for the future pending demand and available funding. BGCP has been pursuing planning entitlements for a substantial remodel and expansion of their Clubhouse on Orange Avenue over the past year.Staff anticipates that the Planning Commission will consider these entitlements on August 21,2025,and then the entitlements will be brought to City Council for consideration in September 2025 concurrently with a Ground Lease Amendment between the City and BGCP that is needed to support the project.While BGCP is constructing the improvements at the Orange Avenue Clubhouse,they must relocate their programs to a nearby location.In April 2025,BGCP provided a Letter of Interest for the temporary use of the Property for their programming. DISCUSSION A draft lease agreement has been prepared and is included as an Exhibit to the associated Resolution.The lease agreement provides for a three-year lease,with an additional three years of extensions.The lease is contemplated as no-cost provided that at least 51%of the students enrolled in BGCP programs reside within the South San Francisco Unified School District boundaries.If this threshold is not met,a penalty rent will be assessed.Additionally,BGCP will assume all tenant improvement,utility,and maintenance costs for the Property during the term of the lease. City of South San Francisco Printed on 7/3/2025Page 1 of 2 powered by Legistar™425 File #:25-743 Agenda Date:7/9/2025 Version:1 Item #:17. The Property will be leased in an as-is condition,meaning the City is not providing any representations or warranties that the Property meets ADA accessibility standards,current Building codes,or environmental standards.Staff have provided BGCP previously conducted ADA accessibility evaluations for their reference as they prepare to use the space for programming on a temporary basis.Additionally,BGCP must continue to accommodate YMCA’s twice-monthly food distributions from the parking lot at the Property. Separate from the proposed lease,the City will enter into a license agreement with BGCP for the preparation of the Property for occupancy.This license agreement is time and scope limited and includes the time necessary for BGCP to remove furniture and fixtures,and replace lighting and service HVAC and elevators.During this time,BGCP will outfit the space for their fall programming and beyond.Once this cleaning,maintenance,and preparation is complete, BGCP would occupy the Property under the terms of the proposed lease. FISCAL IMPACT There is no material fiscal impact associated with adopting the resolution authorizing the City Manager to execute a lease between the City and BGCP for use of the Property.While the City has some limited maintenance costs associated with the Property, they are not material to the City’s financial position. CONCLUSION The City does not have short or approved long-term plans for the use of the former Main Library at 840 West Orange Avenue.As such,the proposed short-term lease does not pose a constraint to the City’s plans and has the benefit of activating this vacant City asset.It will also support BGCP’s programming during the remodel and expansion of their Orange Avenue Clubhouse,meaning South San Francisco children enrolled in those programs will not have to travel to another jurisdiction for these enrichment opportunities.For these reasons, staff recommends that the City Council adopt the associated resolution authorizing the City Manager to execute the lease. City of South San Francisco Printed on 7/3/2025Page 2 of 2 powered by Legistar™426 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-744 Agenda Date:7/9/2025 Version:1 Item #:17a. Resolution authorizing the City Manager to enter into a short-term lease agreement with the Boys and Girls Club of the Peninsula for the former Main Library space at 840 West Orange Avenue. WHEREAS,the former Main Library at 840 W.Orange (the “Property”)was vacated in October 2023 when Library services were relocated to the new Library |Parks and Recreation (LPR)Center at 901 Civic Campus Way; and WHEREAS,since then,the parking lot at the Property has been used on a bimonthly basis for the YMCA Community Resource Center’s food distributions,and on an ongoing basis for limited storage for YMCA’s diaper distribution program; and WHEREAS,in 2024,the City issued a Request for Proposals soliciting a childcare user or other community- serving use to lease the Property and utilize it for the benefit of the community; and WHEREAS, the City received no responses to that 2024 solicitation; and WHEREAS, at this time there is no approved long-term use, reuse, or redevelopment of the Property; and WHEREAS,the Boys and Girls Club of the Peninsula (“BGCP”)has been pursuing Planning entitlements for a substantial remodel and expansion of their Clubhouse on Orange Avenue over the past year; and WHEREAS,staff anticipates that the Planning Commission will consider these entitlements on August 21, 2025,and then the entitlements will be brought to City Council for consideration in September 2025 concurrently with a Ground Lease Amendment between the City and BGCP that is needed to support the project; and WHEREAS,while BGCP is constructing the improvements at the Orange Avenue Clubhouse,they must relocate their programs to a nearby location; and WHEREAS,in April 2025,BGCP provided a Letter of Interest to the City for the temporary use of the Property for their programming; and WHEREAS,the proposed short-term lease does not pose a constraint to the City’s plans and has the benefit of activating this vacant City asset; and WHEREAS,leasing the Property to BGCP will support its programming during the remodel and expansion of the Orange Avenue Clubhouse,meaning South San Francisco children enrolled in those programs will not have to travel to another jurisdiction for these enrichment opportunities. NOW THEREFORE,BE IT RESOLVED,that the City Council of the City of South San Francisco authorizes City of South San Francisco Printed on 7/3/2025Page 1 of 2 powered by Legistar™427 File #:25-744 Agenda Date:7/9/2025 Version:1 Item #:17a. NOW THEREFORE,BE IT RESOLVED,that the City Council of the City of South San Francisco authorizes the City Manager to execute the Lease Agreement with the Boys and Girls Club of the Peninsula in substantially the form incorporated as Exhibit A with any revisions that do not increase the City’s obligations or materially alter the terms and conditions of the lease. BE IT FURTHER RESOLVED that the City Council authorizes the City Manager to take further action consistent with the intent of this Resolution. Exhibits: A.Draft Lease Agreement City of South San Francisco Printed on 7/3/2025Page 2 of 2 powered by Legistar™428 LEASE AGREEMENT by and between the CITY OF SOUTH SAN FRANCISCO and THE BOYS AND GIRLS CLUB OF THE PENINSULA [MONTH DAY], 2025 274015051 vs 429 ii TABLE OF CONTENTS RECITALS ............................................................................................................................................... 1 ARTICLE I DEFINITIONS; DEMISE OF PROPERTY................................................................................ 1 ll DEFINITIONS ····································································································· ••••••1 .Ll. INCORPORATION OF RECITALS ............................................................................................... 2 Ll CREATION OF LEASE ................................................................................................................ 2 ARTICLE II TERM OF LEASE; RENT ...................................................................................................... 2 2. J_ TERM .......................................................................................................................................... 2 2.2 RENT .......................................................................................................................................... 3 2.3 ADDITIONAL RENT ..................................................................................................................... 3 2.4 TRIPLE NET LEASE .................................................................................................................... 3 ARTICLE Ill TAXES, ASSESSMENTS AND OTHER CHARGES ............................................................. 3 ll IMPOSITIONS ............................................................................................................................ 3 3.1.1 INSTALLMENTS ................................................................................................................ 4 3.1.2 EVIDENCE OF PAYMENT. ................................................................................................. 4 3.2 CITY RIGHT TO CONTEST ......................................................................................................... 4 3.3 CITY DUTY TO FILE .................................................................................................................... 4 ARTICLE IV USE OF PROPERTY ........................................................................................................... 5 il PERMITTED USES ..................................................................................................................... 5 4.2 PROHIBITED USES .................................................................................................................... 5 ARTICLE V ALTERATIONS AND NEW CONSTRUCTION ....................................................................... 5 hl CHANGES AND ALTERATIONS .................................................................................................. 5 5.2 RIGHT TO DEMOLISH ................................................................................................................ 6 5.3 COMPLIANCE WITH LAWS ......................................................................................................... 6 5.4 INDEMNITY ................................................................................................................................ 6 5.5 MECHANIC'S LIENS ................................................................................................................... 7 5.6 OWNERSHIP OF IMPROVEMENTS ............................................................................................ 7 ARTICLE VI NONDISCRIMINATION, MAINTENANCE ............................................................................ 7 §J. USES .......................................................................................................................................... 7 6.2 NONDISCRIMINATION .............................................................................................................. 8 6.3 EASEMENTS: RESERVATION OF RIGHTS ................................................................................. 8 6.4 MAINTENANCE.......................................................................................................................... 8 6.5 CITY RIGHT TO CONTEST ......................................................................................................... 8 ARTICLE VII CONDITION OF THE PROPERTY; ENVIRONMENTAL MATTERS .................................... 9 L.1 CONDITION OF THE PROPERTY................................................................................................ 9 7.1.1 AS-IS CONDITION .............................................................................................................. 9 7.1.2 NO REPRESENTATION .................................................................................................... 9 7.2 CITY'S COVENANTS .................................................................................................................. 9 7.3 ENVIRONMENTAL INDEMNITY................................................................................................ 11 7.4 DEFINITIONS ........................................................................................................................... 11 7.4.1 HAZARDOUS MATERIALS .............................................................................................. 11 7.4.2 HAZARDOUS MATERIALS LAWS .................................................................................... 12 ARTICLE VIII [RESERVED] ................................................................................................................... 12 ARTICLE IX INDEMNITY AND INSURANCE ......................................................................................... 12 430 ii U INDEMNITY .............................................................................................................................. 12 9.2 INSURANCE REQUIREMENTS ................................................................................................ 12 ARTICLE X DAMAGE AND DESTRUCTION .......................................................................................... 13 10.1 DAMAGE OR DESTRUCTION ................................................................................................... 13 10.2 NOTICE REQUIRED ................................................................................................................. 13 ARTICLE XI THE CITY'S RIGHT TO PERFORM TENANT'S COVENANTS ........................................... 14 ARTICLE XII MORTGAGES ................................................................................................................... 14 12.1 NON-SUBORDINATION OF FEE ............................................................................................... 14 12.2 CITY FINANCING ..................................................................................................................... 14 ARTICLE XIII ASSIGNMENT, TRANSFER, SUBLETTING; NONDISTURBANCE AND ATTORNMENT •••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• 14 13.1 RESTRICTIONS ON TRANSFER ............................................................................................... 14 13.2 ASSUMPTION AGREEMENT AND RELEASE ............................................................................ 15 13.3 NONDISTURBANCE ................................................................................................................ 16 ARTICLE XIV DEFAULT, REMEDIES AND TERMINATION ................................................................... 16 14.1 EVENT OF DEFAULT ................................................................................................................ 16 14.2 NOTICEANDOPPORTUNITYTOCURE.................................................................................... 17 14.2.1 NOTICE OF DEFAULT ................................................................................................. 17 14.2.2 FAILURE TO GIVE NOTICE: NO WAIVER .................................................................... 17 14.3 .THE CITY'S REMEDIES ............................................................................................................. 17 14.4 REMEDIES CUMULATIVE ......................................................................................................... 18 14.5 RESERVED .............................................................................................................................. 18 14.6 SURVIVAL OF OBLIGATIONS ..................................................................................................... 19 ARTICLE XV GENERAL PROVISIONS .................................................................................................. 19 15.1 FORCE MAJEURE: EXTENSION OF TIMES OF PERFORMANCE. ............................................. 19 15.2 RESERVED .............................................................................................................................. 19 15.3 THE CITY'S RIGHT TO ENTER THE PROPERTY ........................................................................ 19 15.4 REPRESENTATIONSOFTHECITYAND BGC.......................................................................... 20 15.5 MISCELLANEOUS ................................................................................................................... 20 15.5.1 SEVERABILITY............................................................................................................ 20 15.5.2 NOTICES ..................................................................................................................... 21 15.5.3 CAPTIONS; CONSTRUCTIO ....................................................................................... 21 15.5.4 SUCCESSORS AND ASSIGNS .................................................................................... 22 15.5.5 SHORT FORM OF LEASE ............................................................................................ 22 15.5.6 GOVERNING LAW ....................................................................................................... 22 15.5.7 ATTORNEYS' FEES ..................................................................................................... 22 15.5.8 INDEMNITY INCLUDES DEFENSE COSTS ................................................................. 22 15.5.9 NO THIRD-PARTY BENEFICIARIES; DISCLAIMER OF PARTNERSHIP, LENDER/BORROWER RELATIONSHIP. ...................................................................................... 22 15.5.10 ENTIREAGREEMENT ................................................................................................. 23 15.5.11 WAIVER; MODIFICATION ........................................................................................... 23 15,5.12 TIME IS OF THE ESSENCE. ........................................................................................ 23 15.5.13 COUNTERPARTS ....................................................................................................... 23 15.5.14 NON-LIABILITY OF OFFICIALS, EMPLOYEES AND AGENTS ..................................... 23 Exhibit A Exhibit B Description of the Property Depiction of the Premises 431 . I This LEASE AGREEMENT (this "Lease" or this "Agreement"), dated as of [MONTH DAY], 2025 (the "Effective Date"), is entered into by and between the City of South San Francisco, a California municipal corporation (the "City") and the Boys and Girls Club of the Peninsula, a California nonprofit Corporation ("BGC"). The City and BGC are hereafter each referred to as a "Party" and collectively referred to as the "Parties." RECITALS A. The City is the owner of fee title to real property located at 840 West Orange Avenue, known as Assessor Parcel No. 013-250-050, City of South San Francisco (the "Property"), as depicted in Exhibit A attached hereto and incorporated herein by this reference. B. The South San Francisco Unified School District (District) is the owner of fee title to real property located at 825 Southwood Drive , known as Assessor Parcel No. 013-011-010, City of South San Francisco (the “Adjacent Property”) depicted in Exhibit B attached hereto and incorporated herein by this reference . Approximately 6,000 square feet of the Adjacent Property is incorporated into the parking lot of the Property . The City and the District have a license agreement in place for use of the portion of the Adjacent Property incorporated into the parking lot . BGC must obtain a separate license or similar agreement from the District for use of the portion of the parking lot that is part of the Adjacent Property. C. BGC will use the Property, including the building formerly operated as the West Orange Library and the adjacent parking lot .. D. The City parking lots on the Property are specifically included in this Lease, except for the portion on the Adjacent Property, but may not be exclusively used by BCG and shall remain open for the City and other tenants’ use. E. The City has agreed to lease the Property to BGC and BGC desires to lease the Property to operate a community membership club for youth six to eighteen years of age, offering programs in character and leadership development, education and career development, health and life skills, the arts, sports, recreation and fitness (the "Permitted Use"), as set forth in this Agreement. F. The City has determined that this Agreement is consistent with the General Plan and will be of benefit to the health and welfare of the citizens of the City. G. The lease of the Property is temporary to assist BGC during construction of their permanent facility at 201 W. Orange Avenue. The Property will be returned to civic uses by the City at the end of the Term or termination of the Lease. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and BGC hereby agree as of the Effective Date as follows: 432 ii ARTICLE I DEFINITIONS; DEMISE OF PROPERTY 1.1 Definitions. For purposes of this Agreement, the following terms have the meanings set forth in this Section. Additional definitions are set forth in the Recitals and the text of this Agreement. (a) "Applicable Laws" is defined in Section 6.5. (b) "Rent" is defined in Section 2.2. (c) "Claims" is defined in Section 3.2. (d) "Commencement Date" is defined in Section 2.1. (e) "Expiration Date" is defined in Section 2.1. (f) "Fixtures" is defined in Article IV. (g) "Force Majeure" is defined in Section 15.1. (h) "Hazardous Materials" is defined in Section 7.4.1. (i) "Hazardous Materials Claims" is defined in Section 7.2(c). G) "Hazardous Materials Laws" is defined in Section 7.4.2. (k) "Impositions" is defined in Section 3.1. (I) "Improvements" is defined in Section 5.1. (m) "lndemnitees" is defined in Section 3.2. (n) "Lease Termination" is defined in Section 2.1. (o) "Property" is defined in Recital A. (p) "Remedial Work" is defined in Section 7.2(e). (q) "Renewal Term" is defined in Section 2.5. (r) "Permitted Use" is defined in Recital E and Article IV. (s) "Term" is defined in Section 2.1. 433 ii 1.2 Incorporation of Recitals. The Parties acknowledge the truth of the Recitals set forth above, and all such Recitals are hereby incorporated into this Agreement. 1.3 Creation of Lease. The City hereby leases to BGC, and BGC hereby leases from the City, the Property for the Term subject to the terms and conditions and for the purposes set forth in this Agreement. City shall retain possession of rooms within the former West Orange Library building, to be specified in writing by City. The specified rooms will be used for storage and operati on of City computer systems. The specified rooms shall remain locked with only City employees having access. City will retain reasonable access rights to the specified rooms. ARTICLE II TERM OF LEASE; RENT 2.1 Term of Lease, Extension of Term. 2.1.1 Term. The term of this Agreement (the "Term") shall commence on [MONTH AND DAY] , 2025 (the "Commencement Date"), and unless terminated earlier pursuant to the provisions hereof, shall expire on the third (3rd) annual anniversary of the Commencement Date (the "Expiration Date"). 2.1.2 Extension of Term. Provided BGC is not in default under this Agreement, BGC shall have the right to request an extension of the Term up to three (3) times for a period of one (1) year each (each, a "Renewal Term") upon the same terms and conditions set forth herein. BGC shall request an extension by delivering a written notice to the City by no later than ninety (90) days prior to the expiration of the Term or subsequent Renewal Term. The City has the right to accept or deny the request for a Renewal Term in its sole but reasonable discretion. In the event that BGC’s facility at 201 W. Orange Avenue has received a certificate of occupancy, BGC shall not request, and the City may reasonable deny a request for a Renewal Term. 2.1.3 Expiration of Term or Renewal Term. The expiration of the Term, the Renewal Term or the sooner termination of this Agreement shall be referred to as "Lease Termination." 2.1.4 Surrender. Upon the expiration of the Term, final Renewal Term, or the earlier termination of this Lease, BGC shall deliver the Property to the City better than or equal to the conditions found at the beginning of the lease . In the event that BGC does not deliver the Property to the City in a condition that is better than or equal to the conditions found at the beginning of the lease, The City will charge BGC for the cost to return the Property to a condition that is equal to the conditions found at the beginning of the lease. Costs to be reimbursed shall include costs incurred by internal staff as well as any outside contractors. 2.2 Rent. On the Commencement Date, and on each anniversary of the Commencement Date during the Term, and any extension of the Term, BGC shall pay 434 ii to the City rent for the Property ("Rent") in the amount of One Dollar ($1.00). 2.3 Additional Rent. As additional Rent, BGC shall pay and discharge when due, all Impositions described in Article 111, including but not limited to all taxes, insurance 435 ii premiums, utility costs, and all other liabilities and obligations which BGC assumes or agrees to pay or undertake pursuant to this Agreement. 2.4 Penalty Rent In recognition of the Rent Subsidy. 2.4.1 BGC shall provide priority to children living within the boundaries of the South San Francisco Unified School District (the “SSF Children”) for program participation. For two weeks prior to general enrollment in BGC programs, SSF Children shall be offered priority enrollment. If after this priority enrollment period fewer than 51% of available slots have been filled by SSF Children, then the remaining slots between those filled during priority enrollment and 51% shall be reserved for SSF Children to fill during the regular enrollment period. 2.4.2 No later than July 15 of each calendar year during the Lease Term, BGC shall provide the City with a written report (“Enrollment Report”) detailing the percentage of total available slots filled by SSF Children during the prior twelve (12) month period between July 1 and June 30 (such 12 -month period, the “Enrollment Year”). If the Enrollment Report evidences that fewer than 51% of total available slots were filled by SSF Children during the Enrollment Year, then BGC shall have the immediately following Enrollment Year (the “Cure Year”) to achieve a minimum of 51% of total available slots being filled by SSF Children. If, at the end of the Cure Year, the Enrollment Report evidences that BGC was unable to achieve a minimum of 51% or total available slots being filled by SSF Children during such Cure Year, then an annual penalty rent of $150,000 shall be retroactively assessed against BGC for such Cure Year only (“Annual Penalty Rent”). Such Annual Penalty Rent shall be paid by BGC in full no later than [___________]. The Annual Penalty Rent rate of $150,000 shall increase 10% every 10 years during the Lease Term, regardless if BGC is assessed the Annual Penalty Rent or not. If, at the end of any Cure Year, the Enrollment Report evidences that BGC has achieved a minimum of 51% o f total available slots being filled by SSF Children, then no Annual Penalty Rent shall be assessed against BGC or the Property. 2.4.3 Nothwithstanding the foregoing, if BGC is unable to met the enrollment requirements during the Cure Year, then, within 90 days following the end of such Cure Year, BGC shall have the right to propose in writing (the “Proposal”) to the City a revised requirement enrollment threshold, subject to review and appro val by the City Council, for children enrolled in school in the City based on changing demographics in the surrounding community. Such Proposal shall include reasonable details on BGC’s efforts to satisfy the existing enrollment threshold. If BGC and the C ity are unable to agree upon a revised required enrollment threshold within three months following BGC's delivery of the Proposal to the City, then BGC shall have the right to terminate the Lease, effective as of the end of the then -current Enrollment Year. 2.5 Triple Net Lease. This is a triple net lease to BGC. It is the intent of the Parties that the Rent shall be an absolutely net return to the City, and that BGC shall pay all costs and expenses relating to the Property of any kind or nature whatsoever. Such costs and expenses shall include, without limitation, all amounts attributable to, or paid or incurred in connection with, the ownership, operation, repair, restoration, maintenance and 436 ii management of the Property; real property taxes, rent taxes; gross receipt taxes (whether assessed against the City or assessed against BGC and collected by the City, or both); water and sewer charges; insurance premiums; utilities; refuse disposal; lighting (including outside lighting); elevator and other conveyance systems; fire / life safety systems including monitoring, maintenance and repair; security; janitorial services; labor; air -conditioning and heating; maintenance and repair costs and service contracts; costs of licenses, permits and inspections; costs of landscaping; maintenance ; and all other costs and expenses paid or incurred with respect to the Property. Notwithstanding anything to the contrary in this Section 2.4, costs of repairs and maintenance actually reimbursed to the City by any other party will not be the responsibility of BGC. ARTICLE Ill TAXES, ASSESSMENTS AND OTHER CHARGES 3.1 Impositions. Throughout the Term, BGC shall pay prior to delinquency, , possessory interest taxes, license and permit fees, sales, use or occupancy taxes, assessments whether general or special, ordinary or extraordinary, unforeseen, as well as foreseen, of any kind or nature whatsoever, pertaining to the Property or part thereof, including, but not limited to (i) any assessment, levy, imposition or charge in lieu of or in substitution for real estate taxes, and (ii) any assessment for public improvements or benefits which is assessed, levied, or imposed upon or which becomes due and payable and a lien upon (a) the Property or any part thereof or any personal property, equipment or other facility used in the operation thereof, (b) the rent or income received by BGC from subtenants or licensees, (c) any use or occupancy of the Property or part thereof, or (d) this transaction or any document to which BGC is a party creating or transferring an estate or interest in the Property or part thereof. All of the foregoing are hereinafter referred to as "Impositions." Impositions shall not include business professional, occupational and license taxes, federal, state or local income taxes, franchise, gift, transfer, excise, capital stock, estate, succession, or inheritance taxes. 3.1.1 Installments. If by law any Imposition is Payable, or may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), BGC may pay the same together with any accrued interest on the unpaid balance of such Imposition in installments as the same respectively become due and before any fine or penalty may be added thereto for the nonpayment of any such installment and interest. Any Impositions relating to tax years that are only 437 ii partially included in the Term of this Agreement shall be prorated between BGC and the City. 3.1.2 Evidence of Payment. Upon request by the City, BGC shall furnish, in form satisfactory to the City, evidence of payment prior to delinquency of all Impositions payable by BGC. 3.2 BGC Right to Contest. BGC shall have the right before any delinquency occurs to contest or object to the amount or validity of any Imposition by appropriate legal proceedings, but such right shall not be deemed or construed in any way as relieving, modifying or extending BGC's covenant to pay any such Imposition at the time and in the manner required by law. Any such contest shall be conducted in accordance with and subject to the requirements of all Applicable Laws and otherwise in a manner that does not subject the City's title to the Property to foreclosure or forfeiture. BGC shall indemnify, defend, and hold the City and its board members, employees, agents and representatives (all of the foregoing, collectively the "lndemnitees") harmless from and a gainst all liabilities, losses, damages, fines, deficiencies, penalties, claims, demands, suits, actions, causes of action, legal or administrative proceedings, judgments, costs and expenses (including without limitation reasonable attorneys' fees and court costs)(all of the foregoing, collectively "Losses") arising as a result of or in connection with any such contest brought by BGC. During any contest of an Imposition, BGC shall (by payment of disputed sums, if necessary) prevent any advertisement of tax sale, foreclosure of, or any divesting of the City's title, reversion or other interest in the Property. Upon final determination of the amount or validity of any Imposition contested pursuant to this Section 3.2, BGC shall immediately pay such Imposition and all costs and expenses relating to such challenge. 3.3 BGC Duty to File. BGC shall have the duty of making or filing any declaration, statement or report which may be necessary or advisable in connection with the determination, equalization, reduction or payment of any Imposition which is or which may become payable by BGC under the provisions of this Article 111, and shall notify the City in writing upon making such filing, declaration, statement or report, and the City shall not be responsible for the contents of any such declaration, statement or report; provided however, the City shall cooperate with BGC in connection with the foregoing, including joinder in any application pertaining thereto to the extent required under Applicable Law, all at no cost to the City. ARTICLE IV USE OF PROPERTY 4.1 Permitted Use. BGC is only permitted to use the Property for the provision of youth related programs in compliance with all local, state and federal laws, rules, regulations, orders and decrees which are applicable to such use and such use shall be conducted in a manner that does not unreasonably and negatively impact the surrounding neighborhood with respect to parking and/or noise. For purposes of this Agreement, the provision of youth related programs means BGC's provision of programs that serve the 438 ii youth of the 439 ii community and promote juvenile health, wellness and life skills and shall not include activities such as Events as that term is defined in South San Francisco Municipal Code section 6.48.010(c) (the "Permitted Use"). Use of the Property for Events shall require BGC to obtain an Event permit from the City pursuant to Chapter 6.48 of the South San Francisco Municipal Code. The fact that the Parties have entered into this Lease does not guarantee City approval for any Event permit application. 4.2 Prohibited Uses. BGC shall not use the Property for any use that is not a Permitted Use, including, but not limited to: (i) drug rehabilitation programs; (ii) homeless shelter or for any other overnight occupation; (iii) use by any other entity other than BGC except as permitted herein. ARTICLE V ALTERATIONS AND NEW CONSTRUCTION 5.1 Changes and Alterations. All changes, alterations and/or additions to the Property (collectively, the "Improvements") must receive prior written approval from the City. The Improvements shall be made at BGC's sole cost and expense and shall comply with all of the following: (a) The Improvements, if and when completed, shall not materially impair the value of the Property. (b) The Improvements shall be necessary or desirable for the Permitted Use. (c) The Improvements shall be made in a good and workmanlike manner and in accordance with all applicable permits and all Applicable Laws. (d) During the construction of any Improvements in, to or of, the Property, or 'the permitted demolition or new construction or any restoration, BGC shall comply with the insurance requirements set forth in Section 9.2, which policy or policies by endorsement thereto, if not then covered, shall also insure any change, alteration or addition or new construction, including all materials and equipment incorporated in, on or about the Property. (e) For minor construction, change, alteration or repair, BGC shall deliver to the City not later than ten (10) business days written notice of the proposed work, a general description of the proposed work and sufficient information to permit the City to post a notice of non-responsibility on the Property. (f) For major construction or reconstruction and alteration of the Property, BCG shall go through the planning processes required under the South San Francisco Municipal Code. The fact that the Parties have entered into this Lease does not guaranty City approval for any proposed project to be constructed on the Property. 440 ii 5.2 Compliance with Laws. BGC shall carry out the construction of the Improvements in conformity with all local, state and federal rules, regulations, orders and decrees which are applicable to such construction. 5.3 Construction Indemnification . At its sole discretion, the City may participate at its own expense in the defense of any claim, action or proceeding, but such participation shall not relieve BGC of any obligation imposed by this Agreement. The City shall notify BGC promptly of any Claim, action or proceeding and cooperate fully in its defense. The City agrees to defend, indemnify and hold harmless BGC and BGC Parties from any claim, action or proceeding against BGC Parties arising solely out of the gross negligence or willful misconduct of the City in the performance of this Agreement. At its sole discretion, BGC may participate at its own expense in the defense of any claim, action or proceeding, but such participation shall not relieve the City of any obligation imposed by this Agreement. BGC shall notify the City promptly of any claim, action or proceeding and cooperate fully in the defense. 5.4 Mechanic's Liens. Subject to the right to contest the same prior to payment, BGC shall keep the Property free and clear of all mechanics' liens and other liens on account of work done by BGC. BGC shall indemnify, defend (with counsel reasonably acceptable to City) and hold such the lndemnitees harmless from and against all liability, loss, damages, costs and expenses (including reasonable attorney's fees) incurred by or brought against the lndemnitees for claims of lien of laborers or materialmen or others for work performed or materials or supplies furnished to BGC or persons claiming under it. In the event any lien is recorded, BGC shall, within twenty (20) days following such recordation, cause such lien to be removed of record by bonding or otherwise. 5.5 Ownership of Improvements. All Improvements constructed on the Property immediately become the property of the City and shall remain on the Property upon termination of this Agreement. ARTICLE VI NONDISCRIMINATION, MAINTENANCE 6.1 Uses. BGC may use the Property for the Permitted Use as described herein and for no other purposes without the prior written consent of the City. BGC shall not use or permit the Property to be used in whole or in part during the Term for any purpose other than as permitted pursuant to this Agreement. 441 ii 6.2 Nondiscrimination. BGC herein covenants by and for itself, it's heirs, executors, administrators, and assigns, and all persons claiming under or through it, and this lease is made and accepted upon and subject to the following conditions: that there shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the Property herein leased. 6.3 Easements: Reservation of Rights. The City reserves the right to locate and construct its own utilities and to grant nonexclusive easements across the Property for utility and other purposes including the installation, maintenance, repair and replacement of utilities; provided that the exercise of such rights do not unreasonably interfere with BGC's use of the Property for the purposes set forth herein. 6.4 Maintenance. 6.4.1 At BGC's sole cost and expense throughout the Term, BGC shall operate, maintain and manage the Property including all walls, windows, roofs, landscaping and improvements thereon in good order and repair and in neat, clean sanitary and safe condition in compliance with all local, state and federal laws, rules, regulations, orders and decrees relating to the use, occupancy or operation of the Property. BGC shall ensure that the Property is served by adequate lighting in accordance with applicable building codes. BGC shall keep and maintain all portions of the Property in a clean and orderly condition, free of accumulation of dirt, rubbish, and graffiti. If graffiti or accumulation of dirt and/or rubbish occurs on the Property, it shall be BGC's sole responsibility to timely remove it at its sole cost and expense. The City has no responsibility for any maintenance of any part of the Property under this Lease. 6.4.2 BGC shall obtain permits from the City for all maintenance work on the Property for which permits are legally required. For maintenance work for which permits from the City are not required, BGC shall provide written notice to City prior to commencing work that would modify any portion of the former West Orange Library, the parking lot on the Property, or any other system or piece of physical infrastructure or improvements on the Property. 6.5 Compliance with All Applicable Law . BGC shall conduct the Permitted Use and occupy and use the Property in compliance with all local, state and federal laws, rules, regulations, orders and decrees which are applicable to BGC and the Property including without limitation, all environmental, health and safety, employment laws and maximum occupancy limits as specified by the South San Francisco Fire Department ("Applicable Law"). 6.6 BGC Right to Contest. BGC shall have the right to contest by appropriate 442 ii proceedings, in the name of BGC, and without cost or expense to the City, the validity or application of any Applicable Law. If compliance with any Applicable Law may legally be delayed pending the prosecution of any such proceeding without the incurrence of any lien, charge or liability against the Property or City's interest therein, and without subjecting BGC or the City to any liability, civil or criminal, for failure so to comply therewith, BGC may delay compliance therewith until the final determination of such 443 ii proceeding. BGC shall indemnify, defend, protect and hold the lndemnitees harmless from and against all Claims arising in connection with any such contest brought by BGC. The foregoing indemnity obligation shall survive the expiration or earlier termination of this Agreement. ARTICLE VII CONDITION OF THE PROPERTY; ENVIRONMENTAL MATTERS 7.1 Condition of the Property. 7.1.1 AS-IS Condition. BGC will lease the Property in its "AS IS" condition as such condition exists as of the Commencement Date . BGC has examined the condition of the Property and by taking possession acknowledges that they have accepted the Property in good order and in its current condition. Starting on the Commencement Date,BGC is responsible for ensuring that the Property meets the requirements of all Applicable Laws including, but not limited to, all requirements of the Americans with Disabilities Act. 7.1.2 No Representations. BGC acknowledges that except as expressly set forth herein, the City makes no other representations or warranties expressed or implied regarding the condition of the Property or the fitness or suitability thereof for BGC's purposes. including but not limited to, the condition of the soil, its geology, topography, the presence or absence of fill, the presence or absence of Hazardous Materials, drainage, flood zone designation, or compliance with Hazardous Materials Laws, and no patent or latent defect or deficiency in the condition of the Property shall affect the rights of BGC or the City hereunder. BGC shall rely solely on its own independent investigation and judgment as to all matters relating to the Property. 7.2 BGC's Covenants. BGC hereby covenants and agrees that throughout the Term: (a) BGC’s use and operation of the Property shall be in compliance with all Hazardous Materials Laws, and BGC shall not cause or permit the Property or any portion thereof to be in violation of any Hazardous Materials Laws. (b) BGC shall not permit the Property or any portion thereof to be a site for the use, generation, treatment, manufacture, storage, disposal or transportation of Hazardous Materials nor shall BGC permit the presence or release of Hazardous Materials in, on, under, about or from the Property with the exception of materials customarily used in construction, operation, use or maintenance 444 ii of childcare facilities, provided such materials are used, stored and disposed of in compliance with Hazardous Materials Laws. (c) Upon receiving knowledge of the same, BGC shall immediately advise the City in writing of: (i) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against BGC or the Property pursuant to any applicable Hazardous Materials Laws; (ii) any and all complaints, claims, citations, demands, inquiries, reports, or notices made or threatened by any third party against BGC or the Property relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Materials; (iii) the presence or release of any Hazardous Materials in, on, under, about or from the Property; or (iv) BGC's discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Property classified as "Border Zone Property" under the provisions of California Health and Safety Code, Sections 25220 et seq., or any regulation adopted in connection therewith, that may in any way affect the Property pursuant to any Hazardous Materials Laws or cause it or any part thereof to be designated as Border Zone Property. The matters set forth in the foregoing clauses (i) through (iv) are hereinafter referred to as "Hazardous Materials Claims." The City shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claim, and to have its reasonable attorney's fees in connection therewith paid by BGC . (d) Without the City's prior written consent, which shall not be unreasonably withheld, BGC shall not take any remedial action in response to the presence of any Hazardous Materials in, on, under, or about the Property (other than in emergency situations or as required by governmental agencies having jurisdiction in which case the City agrees to provide its consent), nor enter into any settlement agreement, consent decree, or other compromise with respect to any Hazardous Materials Claim. (e) If the presence of any Hazardous Material on the Property due to any of the occurrences specified in Section 7.3 (Environmental Indemnity) results in any contamination of the Property in violation of Hazardous Materials Laws, BGC shall promptly take all actions at its sole expense as are necessary to remediate the Property as required by law; provided that the City's approval of such actions shall first be obtained, which approval may be withheld in the City's reasonable discretion. All costs and expenses of any Remedial Work shall be paid by BGC, it being understood that the City shall incur no cost, expense or liability in connection with any Remedial Work. The City shall have the right, but no obligation, to join and participate in, as a party if it so elects at the City's cost, any legal proceedings or actions initiated in connection with any Hazardous Material Claims. For purposes of this Agreement, "Remedial Work" means all investigation, testing, analysis, monitoring, restoration, abatement, detoxification, containment, handling, treatment, removal, storage, decontamination, clean -up, transport, disposal or other ameliorative work or response action required by (i) any Hazardous Materials Laws, (ii) any order or request of any federal, state or local governmental agency, or (iii) any judgment, consent decree, settlement or compromise 445 ii with respect to any and all enforcement, clean -up, removal, remedial or other governmental or regulatory actions or agreements or orders threatened, instituted, or completed pursuant to any Hazardous Materials Laws or any actions, proceedings or claims by such entities or third parties relating to or arising out of the breach of any Hazardous Materials Laws or the presence or release of any Hazardous Material in, on, under or from the Property. 7.3 Environmental Indemnity. BGC shall indemnify, defend (with counsel reasonably acceptable to the City) and hold the lndemnitees harmless from and against all Claims arising during the Term and resulting, arising, or based directly or indirectly in whole or in part, upon (i) the use, generation, discharge, transport, storage or disposal of any Hazardous Materials on, under, in or about, or the transportation of any such Hazardous Materials to or from the Property during the Term, (ii) the failure of BGC, BGC's employees, agents, contractors, subcontractors, licensees, permittees, or any person acting on behalf of any of the foregoing to comply with Hazardous Materials Laws, or (iii) the breach by BGC of any of its covenants contained in this Article VII. The foregoing indemnity shall further apply to any residual contamination in, on, under or about the Property or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with BGC’s generation, use, handling, treatment, storage, transport or disposal of any such Hazardous Materials, and irrespective of whether any of such activities were or will be undertaken in accordance with Hazardous Materials Laws and shall include, without limitation, any Claims arising in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work ordered by a court or required by any federal, state, or local governmental agency or political subdivision. Notwithstanding anything to the contrary contained herein, nothing in this Section 7.3 shall be construed to make BGC responsible for any Hazardous Materials which migrate onto the Property through air, water, or soil through no fault of BGC, or are introduced by any third party not unde r BGC's control. This Section 7.3 shall survive the expiration or earlier termination of this Agreement. 7.4 Definitions. 7.4.1 Hazardous Materials. As used herein, "Hazardous Materials" means any substance, material, or waste which is or becomes regulated by any local, state or federal authority, agency or governmental body, including any material or substance which is: (i) defined as a "hazardous waste," "extremely hazardous waste," or "restricted hazardous waste" under Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law); (ii) defined as a "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act); (iii) defined as a "hazardous material," "hazardous substance," or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory); (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances); (v) petroleum; (vi) friable asbestos; (vii) polychlorinated 446 ii biphenyls; (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20; (ix) designated as "hazardous substances" pursuant to Section 311 of the Clean Water Act (33 U.S.C. §1317); (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901, et seq. (42 U.S.C. §6903); or (xi) defined as "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §9601, et seq., as the foregoing statutes and regulations now exist or may hereafter be amended. 7.4.2 Hazardous Materials Laws. As used herein "Hazardous Materials Laws" means all federal, state and local laws, ordinances, regulations, orders and directives pertaining to Hazardous Materials, including without limitation, the laws, statutes and regulations cited in the preceding Section 7.4.1, as any of the foregoing may be amended from time to time. ARTICLE VIII [RESERVED] ARTICLE IX INDEMNITY AND INSURANCE 9.1 Indemnity. BGC shall indemnify, defend (with counsel reasonably acceptable to the City) and hold the lndemnitees harmless from and against any and all Claims arising during the Term and arising from or in connection with any of the following: (i) BGC's (including its employees, agents, representatives, guests, invitees, contractors, and consultants) (collectively, the "BGC Parties") operation or management of the Property, (ii) any work or thing done on or in the Property by the BGC Parties, (iii) any condition of any alteration or addition constructed by the BGC Parties on the Property, (iv) any breach or default by the BGC Parties in the performance of any covenant or agreement to be performed by BGC pursuant to the terms of this Agreement, (v) any gross negligence of the BGC Parties, (vi) any accident, injury or damage caused to any person and occurring during the Term in or on the Property, and (vii) the furnishing of labor or materials by the BGC Parties. In the event any such action or proceeding is brought against the City by reason of any such Claim, BGC, upon notice from the City, covenants to defend such action or proceeding by counsel reasonably satisfactory to the City. If an insurer under insurance required to be maintained by BGC hereunder shall undertake to defend the City under a reservation of rights with respect to ultimate coverage and the City shall reasonably deem it necessary to retain independent counsel with respect to such matter, BGC shall pay the reasonable fees of such counsel. The obligations of BGC under this Article IX shall not apply to any Claim or other matter to the extent such arises as a result of the gross negligence or willful misconduct of the lndemnitees. This Section shall survive the expiration or earlier termination of this Agreement. • 447 ii 9.2 Insurance Requirements. BGC shall procure, at its sole expense, and maintain in full force and effect during the Term, the following insurance naming the City as additional insured and/or loss payee: a. Comprehensive General Liability insurance against claims for bodily and personal injury, death and property damage caused by or occurring in conjunction with the operation of the Property with a policy limit of at least Two Million Dollars ($2,000,000) per occurrence. b. BGC shall maintain property insurance covering all risks of loss including flood (if required) for 100% of the replacement value of the Property and any Improvements, naming the City as loss payee as its interests may appear. c. Workers' compensation insurance that complies with the statutory requirements of the state of California. d. Automobile liability insurance for owned, hired and non -owned vehicles, with a combined single limit of at least One Million Dollars ($1,000,000). If BGC undertakes the construction of the Improvements pursuant to Article V, BGC shall ensure that its general contractor carries liability, property damage, workers' compensation, and builder's risk insurance throughout construction of the Improvements, naming the lndemnitees as additional insureds and otherwise in compliance with all requirements set forth in this Section 9.2. ARTICLE X DAMAGE AND DESTRUCTION 10.1 Damage or Destruction. In the event of any damage to or destruction of the Property during the Term, BGC shall elect by written notice delivered to the City within one hundred eighty (180) days following the date of the occurrence of the damage to either terminate this Agreement or restore and rebuild the Property to be useable for the Permitted Use, subject to any restrictions imposed by changes in any Applicable Law. If BGC elects to restore the Property or any improvements thereon, BGC shall commence diligently and continuously to carry out such rebuilding to full completion as soon as possible and shall commence reconstruction of the Property by the date upon which insurance proceeds are made available for such work, or such reasonable period of time that is necessary to design a new building and to get such approvals and permits that are necessary to construct the new building. BGC shall not be required to expend more than the insurance proceeds in the restoration or rebuilding of the Property. If BGC does not elect to restore the Property to be useable for the Permitted Use the City may exercise its right to terminate this Agreement pursuant to Section 14.3. This Agreement shall terminate upon delivery of written notice of 448 ii Termination by the City to BGC. If this Agreement is terminated pursuant to this paragraph on or before the Expiration Date, BGC shall promptly vacate the Property. 10.2 Notice Required. In the event of material damage to or destruction of the Property, or any part thereof, BGC shall promptly give the City notice of such occurrence and take all actions reasonably required to protect against hazards caused by such damage or destruction. For purposes of this Article X, damage or destruction shall be deemed to be material if the estimated cost to repair equals or exceeds One Hundred Thousand Dollars ($100,000). ARTICLE XI THE CITY'S RIGHT TO PERFORM BGC'S COVENANTS If BGC shall at any time fail to pay any Imposition or other charge payable by BGC to a third party as required by this Agreement, or to comply with the requirements set forth in Section 9.2 pertaining to insurance, or to make any other payment or perform any other act on its part to be made or performed hereunder within the time permitted by this Agreement, then the City, after thirty (30) days' written notice to BGC and without waiving or releasing BGC from any obligation of BGC hereunder, may (but shall not be required to): (i) pay such Imposition or other charge payable by BGC; (ii) pay for and maintain the insurance policies required pursuant to this Agreement, or (iii) make such other payment or perform such other act on BGC's part to be made or performed under this Agreement; and the City may enter upon the Property upon no less than 48 hours' written notice for such purpose and take all such action thereon as may be reasonably necessary therefor. All costs and expenses actually incurred by the City, including but not limited to internal staff costs, in connection with any such payment or the performance of any such act shall constitute additional Rent payable by BGC under this Agreement and shall be paid by BGC to the City on demand. ARTICLE XII MORTGAGES 12.1 Non-Subordination of Fee. Nothing in this Agreement shall be construed as an agreement by the City to subordinate its fee interest in the Property or its right to rent payments hereunder or any other right of the City herein. ARTICLE XIII ASSIGNMENT, TRANSFER, SUBLETTING; NONDISTURBANCE AND ATTORNMENT 13.1 Restrictions on Transfer. BGC shall not sublease or otherwise convey ("Transfer") its leasehold interest hereunder or any portion of its interest in the Property. 449 ii 13.2 Assumption Agreement and Release. No permitted Transfer shall be effective until any curable default hereunder shall have been cured and there shall have been delivered to the City an assumption agreement, executed by the transferor and the proposed transferee, whereby such transferee expressly assumes such obligations as arise and/or accrue at any time after such Transfer takes place; and whereby such transferee assumes liability for the obligations of this Agreement. 13.3 Nondisturbance. Provided that BGC is not in default under this Agreement, BGC's possession, use and enjoyment of the Property shall not be interfered with, disturbed or diminished, or otherwise affected in any manner as a result of any act or omission of the City, or any exercise of any remedies under this Agreement. BGC shall also ensure that its possession, uses and enjoyment of the Property does not interfere with, disturb or diminish or otherwise affect in any manner any other tenants or users of the Property. As of the Effective Date, the Property is subject to a Site Lease Agreement with New Cingular Wireless PCS, LLC for 300 square feet (more or less) for the operation and maintenance of a personal communication services facility (the “Cingular Lease”), shown on Exhibit A. The Cingular Lease includes the right of the tenant to cross the Property for the purpose of accessing the leased. As of the Effective Date, the Property is also subject to a license agreement with the YMCA for storage and distribution of fo od, diapers, and other items (the “YMCA License”). The YMCA license includes a right of access to the parking lot by YMCA employees and volunteers and members of the public for the purpose of the YMCA’s distribution events. ARTICLE XIV DEFAULT, REMEDIES AND TERMINATION • 14.1 Event of Default. BGC shall be in default under this Agreement upon the continuation of any of the following for ninety (90) days after the City gives BGC a written Notice of Default (as defined in Section 14.2.1); provided however, if the default is of a nature that it cannot be cured within ninety (90) days, an Event of Default shall not arise hereunder if BGC commences to cure the default within ninety (90) days and thereafter prosecutes the curing of such default with due diligence and in good faith to completion ("Events of Default"): (a) Monetary Obligation. BGC at any time is in default hereunder as to any obligation (including without limitation, BGC's obligation to pay taxes and assessments due on the Property or part thereof, subject to BGC's rights to contest such charges pursuant to Section 3.2); (b) Insurance. BGC fails to obtain and maintain any insurance required pursuant to Section 9.2 of this Agreement; (c) Abandonment. BGC abandons the Property and ceases to use it for the Permitted Use for a period of ninety (90) days or more or as established pursuant to Section 1951.3 of the California Civil Code except when prevented by Force Majeure; (d) Permitted Use. If BGC uses the Property for a purpose other than the 450 ii Permitted Use; or 451 ii (e) Liens. BGC's failure to satisfy the requirements of Section 5.6 hereof within the time periods specified therein. 14.2 Notice and Opportunity to Cure. 14.2.1 Notice of Default. Upon the occurrence of a default hereunder, the non- defaulting party shall deliver a notice to the nonperforming party (the "Notice of Default"), stating the nature of the obligation which such nonperforming party has failed to perform, and stating the applicable period of time, if any, permitted to cure the default. 14.2.2 Failure to Give Notice: No Waiver. Failure to give, or delay in giving, the Notice of Default shall not constitute a waiver of any obligation, requirement or covenant required to be performed hereunder. No failure or delay by either party in asserting any rights and remedies as to any breach shall operate as a waiver of any breach or of any such rights or remedies. Delay by either party in asserting any of its rights and remedies shall not deprive such party of the right to institute and maintain any action or proceeding which it may deem appropriate to protect, assert or enforce any such rights or remedies. 14.3 The City's Remedies. Upon the occurrence of any Event of Default, following BGC's opportunity to cure set forth in Section 14.2.1, and in addition to any and all other rights or remedies of the City hereunder and/or provided by law, the City shall have the right to terminate this Agreement and/or BGC's possessory rights hereunder, in accordance with applicable law to re-enter the Property and take possession thereof. The City's re-entry or taking of possession of the Property shall not be construed as an election on the City's part to terminate this Agreement unless the City gives written notice of such intention to BGC. 14.4 Remedies Cumulative. No remedy shall be considered exclusive of any other remedy, but the same shall be cumulative and shall be in addition to every other remedy provided hereunder. 14.5 BGC’s Right to Terminate. BGC shall have the right to Terminate this Lease at any time upon ninety (90) days’ prior notice to the City. 14.6 Survival of Obligations. Nothing herein shall be deemed to affect the right of the City under Article IX of this Agreement to indemnification for liability arising prior to the termination of this Agreement for personal injuries or property damage, nor shall anything herein be deemed to affect the right of the City to equitable relief where such relief is appropriate. No expiration or termination of the Term by operation of law, or otherwise, and no repossession of the Improvements or any part thereof shall relieve BGC of its previously accrued liabilities and obligations hereunder, all of which shall survive such expiration, termination or repossession. 452 ii ARTICLE XV GENERAL PROVISIONS 15.1 Force Majeure: Extension of Times of Performance. Subject to the limitations set forth below, performance by either Party shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall be extended where delays are due to: war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of the public enemy, epidemics, pandemics, quarantine restrictions, freight embargoes, governmental restrictions or priority, litigation, including court dela ys, unusually severe weather, acts or omissions of the other Party, acts or failures to act of any public or governmental agency or entity (other than the Parties which shall not excuse delay in performance), or any other cause beyond the affected Party's reasonable control (all of the foregoing "Force Majeure"). An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the Party claiming such extension is sent to the other Party within thirty (30) days of the commencement of the cause and such extension is not rejected in writing by the other Party within ten (10) days of receipt of the notice. Neither Party shall unreasonably withhold consent to an extension of time pursuant to this Section. Times of performance under this Agreement may also be extended in writing by the mutual agreement of the City (acting in the discretion of its City Manager unless he or she determines in his or her discretion to refer such matter to City Council) and BGC. Each Party expressly assumes the risk of such adverse economic or market changes and/or financial inability, whether or not foreseeable as of the Effective Date. 15.2 Reserved. 15.3 The City's Right to Enter the Property. The City and its agents may enter the Property from time to time with 14 days' notice to ensure that the Property is being used or improved in compliance with the Permitted Use. 15.4 Representations of the City and BGC. 15.4.1 BGC hereby represents and warrants that all of the following are true and correct as of the Effective Date: (a) BGC has taken all requisite action in connection with the execution of this Agreement and the undertaking of the obligations set forth herein. This Agreement constitutes the legally valid and binding obligation of BGC, enforceable against BGC in accordance with its terms, except as it may be affected by bankruptcy, insolvency or similar laws or by legal or equitable principles relating to or limiting the rights of contracting parties generally; and (b) The execution of this Agreement and the acceptance of the obligations set forth herein do not violate any court order or ruling binding upon BGC or any provision of any indenture, agreement or other instrument to which BGC is a party or 453 ii may be bound. Neither the entry into nor the performance of this Agreement will violate, be in conflict with or constitute a default under any charter, bylaw, partnership agreement, trust agreement, mortgage , deed of trust, indenture, contract, judgment, order or other agreement, charge, right or interest applicable to BGC. 15.4.2 The City hereby represents and warrants that all of the following are true and correct as of the Effective Date: (a) The City has taken all requisite action in connection with the execution of this Agreement and the undertaking of the obligations set forth herein. This Agreement constitutes the legally valid and binding obligation of the City, enforceable against the City in accordance with its terms, except as it may be affected by bankruptcy, insolvency or similar laws or by legal or equitable principles relating to or limiting the rights of contracting parties generally; and (b) The execution of this Agreement and the acceptance of the obligations set forth herein do not violate any court order or ruling binding upon the City or any provision of any indenture, agreement or other instrument to which the City is a party or may be bound. Neither the entry into nor the performance of this Agreement will violate, be in conflict with or constitute a default under any charter, bylaw, partnership agreement, trust agreement, mortgage, deed of trust, indenture, contract, judgment, order or other agreement, charge, right or interest applicable to the City. 15.5 Miscellaneous. 15.5.1 Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted bylaw. 15.5.2 Notices. Except as otherwise specified herein, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other parties in accordance with this Section. All such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; 454 ii (iii) nationally recognized overnight courier, with charges prepaid or charged to the sender's account, in which case notice is effective on delivery if delivery is confirmed by the delivery service; or (iv) electronic transmission, in which case notice shall be deemed delivered upon transmittal, provided that a duplicate copy of the notice is promptly delivered by first-class or certified mail or by overnight delivery. Any notice given electronically shall be considered to have been received on the next business day if it is received after 5:00 p.m. recipient's time or on a nonbusiness day. City: BGC: City of South San Francisco P.O. Box 711 South San Francisco, CA 94083 Attn: City Manager Telephone: (650) 829-6620 Boys and Girls Club of the Peninsula 401 Pierce Road. Menlo Park, CA 94025 Attn: Chief Administrative Officer Telephone: 15.5.3 Captions; Construction. The section headings and captions used herein are solely for convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this Agreement is the product of negotiation and compromise on the part of both Parties, and the Parties agree that since both Parties have participated in the negotiation and drafting of this Agreement with the advice of counsel, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it. 15.5.4 Successors and Assigns. Subject to the restrictions on transfer set forth in Article XV, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns. Any reference in this Agreement to a specifically named Party shall be deemed to apply to any permitted successor and assign of such Party who has acquired an interest in compliance with this Agreement as if in every case so expressed. 15.5.5 Reserved. 15.5.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. Any action to enforce or interpret this Agreement shall be filed in the Superior Court of San Mateo County, California or in the Federal District Court for the Northern District of California. 455 ii 15.5.7 Attorneys' Fees. If either Party commences an action against the other to enforce any obligation contained herein, or to interpret any provision hereof, the prevailing party shall be entitled to recover from the other Party reasonable counsel fees, costs and necessary disbursements, as determined by the court having jurisdiction over the action. 15.5.8 Indemnity Includes Defense Costs. In any case where either Party is obligated under an express provision of this Agreement, to indemnify and to save the other Party harmless from any damage or liability, the same shall be deemed to include defense of the indemnitee by the indemnitor, such defense to be through legal counsel reasonably acceptable to the indemnitee. 15.5.9 No Third-Party Beneficiaries: Disclaimer of Partnership, Lender/Borrower Relationship. Nothing contained in this Agreement is intended to or shall be deemed to confer upon any person, other than the Parties any rights or remedies hereunder. The relationship of the parties under this Agreement is solely that of the landlord and tenant, and it is expressly understood and agreed that the City does not as a result of this Agreement in any way nor for any purpose become a partner of BGC or a joint venturer with BGC in the conduct of BGC's business or otherwise. This Agreement is not intended to, and shall not be construed to, create the relationship of principal and agent, partnership, joint venture, or association as between the City and BGC. It is further expressly understood and agreed that this Agreement is not intended to, and shall not be construed to create the relationship of lender and borrower, and the City does not, solely as a result of this Agreement, become a lender to BGC. 15.5.10 Entire Agreement. This Agreement, together with Exhibits A and B, which by this reference are hereby incorporated herein, contains the entire agreement between the Parties relative to the transactions covered hereby. All previous correspondence, communications, discussions, agreements, understandings or proposals and acceptances thereof between the Parties or their representatives, whether oral or written, are deemed to have been integrated into and superseded by this Agreement and are of no further force and effect except as expressly provided in this Agreement. 15.5.11 Waiver: Modification. No waiver of any breach of any covenant or provision of this Agreement shall be deemed a waiver of any subsequent breach of the same or any other covenant or provision hereof. No waiver shall be valid unless in writing and executed by the waiving party. An extension of time for performance of any obligation or act shall not be deemed an extension of the time for performance of any other obligation or act, and no extension shall be valid unless in writing and executed by the waiving party. This Agreement may be amended or modified only by a written instrument executed by the Parties. 15.5.12 Time is of the Essence. Time is of the essence of this Agreement and of each provision hereof. 456 ii 15.5.13 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. 15.5.14 Non-Liability of Officials, Employees and Agents. No member, official, employee or agent of BGC shall be personally liable to City or its successors in interest in the event of any default or breach by BGC or for any amount which may become due from BGC or BGC's permitted successors in interest pursuant to this Agreement. SIGNATURES ON THE NEXT PAGE 457 ii IN WITNESS WHEREOF, the Parties have entered into this Lease as of the Effective Date. TENANT: BOYS AND GIRLS CLUB OF THE PENINSULA By: Its: CITY: CITY OF SOUTH SAN FRANCISCO By City Manager APPROVED AS TO FORM City Attorney 5302837.1 458 Exhibit A DEPICTION OF THE PROPERTY 459 Exhibit B DEPICTION OF THE SCHOOL DISTRICT PROPERTY 460 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-746 Agenda Date:7/9/2025 Version:1 Item #:18. Report regarding a resolution approving the renewal of a Consulting Services Agreement with Townsend Public Affairs for grant writing services on various capital improvements,development,and social service projects for a one-year term in an amount not to exceed $60,000.(Rich Lee, Assistant City Manager) RECOMMENDATION It is recommended that the City Council adopt a resolution renewing a Consulting Services Agreement with Townsend Public Affairs for grant writing services on various capital improvements,development, and social service projects for a one-year term in an amount not to exceed $60,000. BACKGROUND/DISCUSSION On April 13,2017,the City issued a Request for Proposals for grant writing services on various City projects.A staff committee selected Townsend Public Affairs (TPA)as the best qualified based on their presentation, project understanding,experience with similar projects,and value.The consulting services agreement with Townsend Public Affairs were included as an assumption in the City of South San Francisco’s General Fund Non-Departmental operating budget for Fiscal Year 2025-26. TPA continues to provide essential legislative guidance and analysis in Sacramento.The City relies on TPA for their assistance in identifying grant opportunities and assisting with writing and submitting state agency grant proposals. Past Funding Achievements The total funding amount secured to date for the City of South San Francisco is $12,841,775 which includes state and regional funding achievements.This equals nearly one million dollars a year throughout our 8-year partnership. TPA’s efforts for these successful competitive grant applications includes serving as the application lead, attending relevant workshops hosted by the funding agency, providing technical support to City staff, drafting grant narrative, securing necessary signatures from City staff and elected officials, assembling and submitting hard copies of the application, direct interaction with the funding agency before and after submission, and then providing detailed political strategy to secure support from the elected leaders in the region and State to ensure success. TPA has also followed up with City staff to provide grant administration when necessary. The specific funding wins include: ·$3,200,000:State Budget Earmark: Linden Park Project ·$3,000,000:State Budget Earmark:Vehicle License Fee Adjustment ·$1,500,000:State Budget Earmark: County of San Mateo Union Community Alliance ·$1,000,000: Metropolitan Transportation Commission (MTC), One Bay Area Grant Program (OBAG):Grand Boulevard Initiative ·$868,000:California Transportation Commission (CTC), Active Transportation Program Grant (ATP):Linden/Spruce Ave Traffic Calming Improvements City of South San Francisco Printed on 7/3/2025Page 1 of 3 powered by Legistar™461 File #:25-746 Agenda Date:7/9/2025 Version:1 Item #:18. ·$830,000:California Department of Parks and Recreation, Land Water Conservation Fund (LWCF): Linden Park Project ·$658,000: San Mateo County Transportation Authority (SMCTA), Measure A Pedestrian and Bicycle Program Grant:Sunshine Gardens Traffic Calming Improvement Project ·$350,000:San Mateo C/CAG, Transportation Development Act Grant: Regional Bike Network North. ·$266,185:CPUC Local Agency Technical Assistance (LATA) Grant: South San Francisco Broadband Master Plan and Fiber Design Project. ·$256,950:California Department of Housing and Community Development: Housing Related Parks Program Grant:Municipal Park Rehabilitation & Maintenance ·$249,800:California Transportation Commission (CTC), Highway Safety Improvement Program (HSIP) Cycle 10: Pedestrian Safety Improvement Project ·$206,000:SMCTA 2017 Measure A Grant Program: Railroad Avenue Extension Project ·$100,000:San Mateo C/CAG Transportation Development Act Grant: Bicycle Master Plan Project ·$80,000:City/County Association Governments of San Mateo County: C/CAG Lifeline Transportation Program Cycle 6: Free South City Shuttle Program Outreach ·$67,590: Major League Baseball (MLB),Baseball Tomorrow Fund:Brentwood Park Field Improvements ·$9,250:California Department of Parks and Recreation, Habitat Conservation Fund (HCF): San Bruno Mountain Wildlife Camp Pending Grant Applications ·$138,011: Division of Boating and Waterways (DBW), Surrendered and Abandoned Vessels Exchange Program (SAVE):South San Francisco Surrendered and Abandoned Vessel Project 2025 Legislative Advocacy In addition to grant funding success, Townsend Public Affairs has successfully advocated on dozens of bills and legislative proposals in Sacramento and kept staff regularly updated of our efforts. For fiscal year 2024-25, our efforts have included the following: State Legislative Efforts ·TPA worked closely with the Office of State Senator Josh Becker on Senate Bill 390, which will close an unintended loophole in the Mello-Roos Act that parcels with a conservation easement can avoid paying their fair share toward capital improvements paid for by a community facilities district. SB 390 is critical to the City being able to continue moving forward with its Eastern Neighborhoods CFD effort. ·In 2025, TPA worked closely with city staff and members of the City’s state legislative delegation on Property Tax in-lieu of Vehicle License Fees (VLF) reimbursement efforts to ensure the City is receiving its appropriate share of funding. They have also supported this effort in 2022, 2023, and 2024. ·Keeping City staff up to date on critical information coming from the state administration and Legislature, such as priority legislation and administrative actions. ·TPA continues to work closely with City staff and provide updates on priority bills, including detailed legislative analysis, proposed recommendations, draft support and/or opposition letters, providing testimony during bill hearings, and presenting to the City Council. City of South San Francisco Printed on 7/3/2025Page 2 of 3 powered by Legistar™462 File #:25-746 Agenda Date:7/9/2025 Version:1 Item #:18. ·Providing detailed, in-depth weekly summaries to ensure the City is aware of the most recent activities and focus coming from the Capitol. ·TPA will continue to advocate with the Legislature on behalf of the City until the end of Session on September 12th to ensure the measures we support are successful and we avoid to the extent possible any negative legislative outcomes. FISCAL IMPACT No additional budget appropriations are needed for the one-year renewal with TPA,as the cost of the agreement is included in the General Fund Non-Departmental operating budget for FY 2025-26. RELATIONSHIP TO STRATEGIC PLAN Providing the City with professional grant writing and legislative services meet strategic plan goals of identifying and pursuing grant opportunities to ensure the financial stability and economic vitality of our city. CONCLUSION It is recommended that the City Council adopt a resolution renewing a Consulting Services Agreement with Townsend Public Affairs for grant writing services on various capital improvements,development, and social service projects for a one-year term in an amount not to exceed $60,000. City of South San Francisco Printed on 7/3/2025Page 3 of 3 powered by Legistar™463 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-747 Agenda Date:7/9/2025 Version:1 Item #:18a. Resolution approving the renewal of a Consulting Services Agreement with Townsend Public Affairs for grant writing services on various capital improvements,development,and social service projects for a one-year term in an amount not to exceed $60,000 WHEREAS,on April 13,2017,the City issued a Request for Proposals for grant writing services on various City projects.A staff committee selected Townsend Public Affairs (TPA)as the best qualified based on their presentation, project understanding, experience with similar projects, and value; and WHEREAS,TPA continues to provide essential legislative guidance and analysis in Sacramento.The City relies on TPA for their assistance in identifying grant opportunities and assisting with writing and submitting state agency grant proposals; and WHEREAS,through the 8-year partnership with TPA,the City of South San Francisco has secured $12,841,775, including state and regional funding; and WHEREAS,in addition to grant funding success,TPA has successfully advocated on dozens of bills and legislative proposals in Sacramento and kept staff regularly updated of their efforts.In fiscal year 2024-25, TPA’s legislative support included Senate Bill 390 and the Property Tax in-lieu of Vehicle License Fees (VLF) shortfall. NOW,THEREFORE,BE IT RESOLVED that the City Council of the City of South San Francisco approves the renewal of a Consulting Services Agreement with Townsend Public Affairs for grant writing services on various capital improvements,development,and social service projects for a one-year term in an amount not to exceed $60,000. ***** City of South San Francisco Printed on 7/3/2025Page 1 of 1 powered by Legistar™464 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-735 Agenda Date:7/9/2025 Version:1 Item #:19. Report regarding a resolution approving a second amendment to the employment agreement between the City of South San Francisco and Rosa Govea Acosta for service as City Clerk.(Sky Woodruff,City Attorney and Leah Lockhart, Human Resources Director) RECOMMENDATION BACKGROUND/DISCUSSION On November 6,2018,Rosa Govea Acosta was duly elected as City Clerk of the City of South San Francisco (“City”).On March 13,2019,the City and Ms.Acosta entered into a City Clerk Employment Agreement effective March 13,2019.Ms.Acosta was reelected on November 8,2022,and was sworn in on December 13, 2022.On December 13,2022,the City Council also approved the Amended and Restated Employment Agreement between the City and Ms.Acosta (“Agreement”).The Agreement provided several clarifications to align with the parties’intent that Ms.Acosta would receive the same across-the-board cost-of-living adjustments and benefits as City employees covered by the Executive Management Compensation Plan.It also established that the City would conduct a total compensation survey for the position using the same benchmark cities used for the Executive Management Unit.Upon completion of the survey,City Council would consider adjustments to the City Clerk’s salary.The Agreement stipulated that any changes to salary would be retroactive to December 13,2022,when Ms.Acosta was sworn in for her new term of office.Upon review of the completed total compensation survey,along with a review of internal alignment,City Council determined that the City Clerk salary range should be within the range of Department Heads with similar scope and level of responsibility.Therefore,the salary was adjusted to be equal to the bottom of the range for Deputy City Manager.On April 12,2023,the City and Ms.Acosta entered into the First Amendment to the Agreement to accordingly amend the compensation amount effective December 13, 2022. The Agreement does not include step increases for the term of office for City Clerk.Typically,other City Department Heads are eligible for adjustments within the salary range annually,as determined by the City Manager,on the basis of merit.As such,Ms.Acosta has requested consideration for a salary increase to Two Hundred Fifty-Three Thousand,Three Hundred Sixty-Five dollars ($253,365.00)annually,which is the current control point (midpoint of the range)for the Deputy City Manager position.This represents an increase of approximately ten percent (10%)over the current salary.Ms.Acosta shall remain eligible for annual cost-of- living adjustments granted to the Executive Management unit on a fiscal year basis pursuant to the agreement. FISCAL IMPACT The increased salary pursuant to the Second Amendment to the Employment Agreement results in an additional cost of approximately $14,200 for salary and benefits for Fiscal Year 2025-26.There is no budget amendment associated with this Agreement,however,these costs will be included in the Budget amendment for all labor group Memorandums of Understanding/Compensation Plans once those are finalized and brought before Council for approval. RELATIONSHIP TO STRATEGIC PLAN This action supports all elements of the City’s strategic plan,by ensuring that the City maintains competitive City of South San Francisco Printed on 7/3/2025Page 1 of 2 powered by Legistar™465 File #:25-735 Agenda Date:7/9/2025 Version:1 Item #:19. This action supports all elements of the City’s strategic plan,by ensuring that the City maintains competitive and cost-effective compensation plans in order to attract and retain a high-performing workforce to carry out the City’s priorities and action plans. CONCLUSION It is recommended that the City Council adopt a resolution approving a second amendment to the employment agreement between the City of South San Francisco and Rosa Govea Acosta to provide for a salary increase in line with other City Department Head positions. City of South San Francisco Printed on 7/3/2025Page 2 of 2 powered by Legistar™466 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-740 Agenda Date:7/9/2025 Version:1 Item #:19a. Resolution approving a second amendment to the amended and restated employment agreement between the City of South San Francisco and Rosa Govea Acosta for service as City Clerk. WHEREAS,on November 6,2018,Rosa Govea Acosta was duly elected as City Clerk of the City of South San Francisco (“City”); and WHEREAS,on December 11,2018,Rosa Govea Acosta was sworn in as the City’s City Clerk and assumed the duties of City Clerk; and WHEREAS,subsequent to her election,Rosa Govea Acosta and the City negotiated the terms of the Employment Agreement,including salary and benefit,and executed the Employment Agreement in March 2019; and WHEREAS,Rosa Govea Acosta was reelected to the position of City Clerk on November 8,2022,and was sworn into office on December 13, 2022; and WHEREAS,on December 13,2022,the City and Rosa Govea Acosta entered into an Amended and Restated Employment Agreement to make clarifying edits to align the agreement with the parties’intent regarding the benefits and compensation that Ms. Acosta will receive in exchange for her service as City Clerk; and WHEREAS,based on a new total compensation survey taken by the City for the position of City Clerk,as well as Rosa Govea Acosta’s experience,education,and training,and the scope of her duties of the Office of City Clerk,on April 12,2023,the City and Ms.Acosta entered into a First Amendment to the Amended and Restated Employment Agreement to increase the base compensation amount that Ms.Acosta will receive for her service as City Clerk; and WHEREAS,the City and Rosa Govea Acosta now desire to execute a Second Amendment to the Amended and Restated Employment Agreement in order to increase the base compensation amount that Ms.Acosta will receive for her service as City Clerk,based on Ms.Acosta’s continued demonstration to execute the scope of her duties of the Office of City Clerk. NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of South San Francisco that the Second Amendment to the Amended and Restated Employment Agreement,attached hereto as Exhibit A,is hereby approved. BE IT FURTHER RESOLVED that the Mayor is hereby authorized to execute said Employment Agreement on behalf of the City of South San Francisco,subject to any minor modifications that are approved as to form by the City Attorney that do not substantially increase the City’s obligations hereunder. ***** City of South San Francisco Printed on 7/3/2025Page 1 of 1 powered by Legistar™467 1 SECOND AMENDMENT TO AMENDED AND RESTATED CITY CLERK EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT (“Second Amendment”) TO THE AMENDED AND RESTATED CITY CLERK EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into in South San Francisco, California, this ___ day of __________, 2025 (“Effective Date”), by and between the CITY OF SOUTH SAN FRANCISCO, a municipal corporation, hereinafter referred to as “CITY”, and ROSA GOVEA ACOSTA, an individual, hereinafter referred to as "ACOSTA" (collectively referred to herein as “Parties”) : WITNESSETH: WHEREAS, ACOSTA is the duly elected City Clerk of the City and has served in this role since December 11, 2018. CITY and ACOSTA entered into a City Clerk Employment Agreement effective March 13, 2019. The City Council recognizes that ACOSTA is an individual who has the education, training, and experience in local government management to serve in the position of City Clerk; and WHEREAS, ACOSTA was reelected to the position of City Clerk at the November 2022 General Municipal Election; and WHEREAS, CITY and ACOSTA entered into the Agreement on December 13, 2022 to outline the compensation and benefits that ACOSTA will receive in exchange for her service as City Clerk; and WHEREAS, CITY and ACOSTA entered into the First Amendment to the Agreement on April 12, 2023 to amend the compensation amount that ACOSTA receives for her work as City Clerk. NOW, THEREFORE, in consideration of this Second Amendment, and the mutual promises, covenants and stipulations herein contained, the Parties hereto agree as follows: 1. Section 3, Salary, subsection A of the Agreement is hereby amended to read as follows: A. Effective July 1, 2025, CITY agrees to pay ACOSTA an annual base salary of Two Hundred Fifty-Three Thousand, Three Hundred Sixty-Five dollars ($253,365.00) payable in installments at the same time as other employees of the CITY in the Executive Management Unit. 2. All other terms, conditions and provisions in the Agreement remain in full force and effect. If there is a conflict between the terms of this Second Amendment and 468 2 the Agreement, the terms of the Agreement will control unless specifically modified by this Amendment. [Signatures on the following page] 469 3 IN WITNESS THEREOF, the City of South San Francisco has caused this Agreement to be signed and executed on its behalf by the Mayor and duly attested by its Assistant City Clerk, and ACOSTA has signed and executed this Agreement. CITY OF SOUTH SAN FRANCISCO By: ___________________________ Eddie Flores, Mayor, City of South San Francisco ROSA GOVEA ACOSTA By: ___________________________ Rosa Govea Acosta, MMC City Clerk ATTEST: ______________________________ Assistant City Clerk APPROVED AS TO FORM: _______________________________ City Attorney 470 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-758 Agenda Date:7/9/2025 Version:1 Item #:20. Report regarding a proposed amendment to Title 20 (Zoning)of the South San Francisco Municipal Code regarding provisions regulating tobacco use to make minor revisions,corrections,and clarifications to ensure consistency throughout the Municipal Code,to remove “Hookah Bar/Smoking Lounge”from the Commercial Use Classifications under Section 20.620.040,and determining that the proposed Zoning amendments are exempt from CEQA.(Adena Friedman,Chief Planner;Billy Gross,Principal Planner;Kimia Mahallati, Assistant City Attorney) RECOMMENDATION Staff recommend that the City Council conduct a public hearing,and continue the item to a future date certain, August 27, 2025. …body BACKGROUND After noticing the public hearing for this item,the City determined that it should be continued to a future date. Therefore,staff recommend a motion to open the public hearing and to continue the item to a future City Council meeting on August 27, 2025. City of South San Francisco Printed on 7/3/2025Page 1 of 1 powered by Legistar™471 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-739 Agenda Date:7/9/2025 Version:1 Item #:21. Fiscal Year 2025-26 Action Plan Update (Rich Lee, Assistant City Manager) RECOMMENDATION It is recommended that the City Council receive the update on the Fiscal Year 2025-26 Action Plan. BACKGROUND/DISCUSSION The Fiscal Year (FY)2025-26 Action Plan reflects the outcome of the City Council’s annual retreat in February 2025.The FY 2025-26 Action Plan is comprised of the following Major Focus Areas and Key Strategies: ·Housing and Supportive Services o Pursue creative financing strategies o Encourage balanced housing supply ·Quality of Life o Support a sustainable retail environment ·Modern and Sustainable Organizations o Ensure financial sustainability ·Welcoming and Connected Community o Engage community volunteers The associated presentation will provide a brief update on activities and initiatives associated with each Major Focus Area and Key Strategy. The activities and initiatives not mentioned in the update are in progress and on track. FISCAL IMPACT The FY 2025-26 Action Plan Update has no fiscal impact. RELATIONSHIP TO STRATEGIC PLAN The FY 2025-26 Action Plan covers every Major Focus Area that has Key Strategies that received full support from the City Council during the February 2025 annual retreat. CONCLUSION Receiving an update on the FY 2025-26 Action Plan ensures that the City Council and South San Francisco community remain informed and holds staff accountable for delivering activities and initiatives related to the City’s Major Focus Areas and associated Key Strategies. Attachment 1.FY 2025-26 Action Plan Update Presentation City of South San Francisco Printed on 7/3/2025Page 1 of 1 powered by Legistar™472 FY 2025-26 Action Plan July 9, 2025 473 Major Focus Areas | Key Strategies 2 Housing and Supportive Services •Pursue creative financing strategies •Encourage balanced housing supply Quality of Life •Support a sustainable retail environment Modern and Sustainable Organization •Ensure financial sustainability Welcoming and Connected Community •Engage community volunteers 474 Housing and Supportive Services 475 Balanced Housing Supply | AHSC Round 9 application for 1051 Mission 4 476 Balanced Housing Supply | Zoning Text Amendment – ADUs 5 Ownership: Zoning Text Amendment to allow ADUs to be sold separately from primary dwelling units •Housing Standing Committee in August 2025 477 Quality of Life 478 Support Sustainable Retail | Zoning Study | Supportive/Friendly Regs 7 Complete zoning study to look at retain supportive/friendly regulations along El Camino Real •Setting up an Urban Land Institute (ULI) Technical Assistance Panel for 2026. 479 Support Sustainable Retail | Launch Local! 8 Implement Vacant Storefronts Pilot Program •Launch Local! Pilot approved by City Council and launched •Receiving/reviewing applications now 480 Support Sustainable Retail |Multi-modal improvements to El Camino Real 9 Complete visioning study and community engagement for future multi-modal improvements to El Camino Real •Initial study beginning; Council updated planned for August 2025. 481 Modern and Sustainable Organization 482 Modern and Sustainable Organization | Ensure Financial Sustainability 11 Implement the utility cut and heavy vehicle fees currently under development •August 13th meeting Vacant City Properties (i.e. MSB, WOL) •Revisit in two years Explore revenue enhancement options with the support of a consultant •Parcel tax and RPTT •Polling field work July 2025 •Results Presented August 13th 483 Modern and Sustainable Organization | Ensure Financial Sustainability 12 Enterprise Resource Planning (ERP) system implementation •Award of contract on a later agenda item this meeting Continue to manage/enforce short-term vacation rental (STR) renewals •Renewal letters issued Continue to work with consultants to establish TDM penalty structure •Fine structure late 2025/early 2026 •Applying for grant to fund outreach 484 Welcoming and Connected Community 485 Welcoming and Connected Community | Engage Community Volunteers 14 Continue to have BPAC Members participate in Safe Routes to School and other community programs •Recently completed audit for Westborough Middle School Planning Commissioners attend training sessions, provide presentations on planning policy, regulations, and resources at Planning Commission meetings •San Mateo County Accessory Dwelling Unit (ADU) Center presented at Planning Commission and City Council Signature event (i.e. Women’s Leadership Conference, Pride Event, etc.) •Cultura Fest scheduled for August 23rd 486 FY 2025-26 Action Plan Update City of South San Francisco Q&A 487 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-1009 Agenda Date:7/9/2025 Version:1 Item #:22. Report regarding a resolution approving a ten-year professional services agreement with Iron Brick Associates LLC,in an amount not to exceed $7,726,991 plus contingency funding of 15%of the first year’s costs in the amount of $519,174,for implementation services and software subscriptions for the Workday and Teller platforms to replace the City’s existing Enterprise Resource Planning (ERP)system and authorizing the City Manager to execute the agreement.(Tony Barrera, Director of Information Technology) RECOMMENDATION Staff recommends that the City Council adopt the accompanying resolution approving the professional services agreement and authorize the City Manager to execute the professional services agreement with Iron Brick Associates for the implementation of a new ERP system.The project will include Workday as the software provider,Strada as the implementation partner,and Can/Am for the cashiering system,replacing the City’s existing financial and payroll systems. BACKGROUND/DISCUSSION The City of South San Francisco has used the Tyler Eden financial management system for over 15 years,and it has worked well.Unfortunately,Tyler Technology announced in 2017 that the system will sunset in March 2027 at which time they will discontinue support of the software.Currently,the City also utilizes Vista by PDS payroll system as a separate platform.The upcoming sunset of the Tyler Eden system provides an opportunity to consolidate these two disparate systems into a single,centralized application,thereby improving efficiency and integration of our financial and human resources business processes. In January 2024,the City partnered with Plante Moran,an experienced ERP consultant,to conduct a comprehensive needs assessment.The consultant facilitated in-depth interviews and workshops with staff across various departments to identify existing workflows,challenges,and requirements for Financials,Payroll,Human Resources,and Community Development.This process allowed for the development of a Request for Proposal (RFP)to attract qualified vendors who offer solutions that align with the City’s operational and long-term goals. The RFP combined requirements for all components and was posted on the City’s OpenGov procurement site.It was downloaded by 82 companies and eight companies submitted proposals,but only seven submitted proposals specifically addressed to the ERP software components. Selection Process: An ERP selection committee was formed with representatives from the Finance,Human Resources,and Information Technology Departments. The vendor selection process was conducted in three rounds, using the following criteria: Round 1: The IT Director reviewed all proposals to ensure they meet all the minimum required criteria. Round 2:The Selection Committee evaluated the qualified proposals to decide which vendors would be invited back for demonstrations. Round 3: The Selection Committee scored the proposals based on demonstrations and reference checks. In Round 1,the IT Director eliminated two vendors for failing to meet the minimum criteria,which included submitting complete documentation and demonstrating experience with California government projects.In Round 2,staff reviewed the remaining vendor proposals and their associated costs as listed below. City of South San Francisco Printed on 7/3/2025Page 1 of 4 powered by Legistar™488 File #:24-1009 Agenda Date:7/9/2025 Version:1 Item #:22. After a thorough review of each proposal,the ERP selection committee chose to invite two vendors,Tyler Technologies and Workday Inc along with Workday’s three different implementation partners for software demonstrations.During the demonstrations,subject matter experts from each City department participated in two separate 5-day software sessions. They evaluated each vendor and submitted their ratings and feedback to the committee. Following multiple additional demonstrations,the subject matter experts and the selection committee recommended Workday Inc. as the preferred ERP vendor, with Strada chosen as the implementation partner. Below are the ERP selection committee scores: Although Strada and Workday were not the lowest-cost option,they collectively offered the most comprehensive and effective solution to meet the City's current and future needs.Workday is a cloud-based solution that delivers all the essential features and functionality required by both Human Resources and Finance,eliminating the need for additional software to address functionality gaps.Strada emerged as the strongest implementation partner by demonstrating a robust and detailed implementation strategy,including AI-driven testing,a comprehensive project plan,and the flexibility to provide additional demonstrations as needed. Key components of the Workday system include Core Financials,Financial Plannings,Payroll,Human Capital Management,Learning,and Recruitment,along with integration capabilities with other City software systems. Additionally,the solution will incorporate Teller software,a third-party cashiering application,to manage credit/debit card transactions,e-checks,cash,and other payment types.Teller will also integrate with existing City systems to provide a centralized and streamlined cashiering platform. Staff recommends executing an agreement with Iron Brick Associates LLC,an authorized reseller of third-party software, platforms,and services.This agreement will cover both the Workday software,Teller Software,and the full scope of Strada’s implementation services. The term of the agreement is 10 years and includes annual price adjustments. Strada will lead the implementation efforts,which include data migration from two disparate systems,integrations,and the configuration of all core financials,payroll,and human resources modules within the Workday platform.Can/AM will be responsible for configuring Teller, the cashiering software, to support all payment transactions. The project timeline is estimated to be 21 months from the official starting date.Implementation and services will follow City of South San Francisco Printed on 7/3/2025Page 2 of 4 powered by Legistar™489 File #:24-1009 Agenda Date:7/9/2025 Version:1 Item #:22. The project timeline is estimated to be 21 months from the official starting date.Implementation and services will follow after that time period. Project Costs: Staff is proposing a 10-year agreement for the software subscriptions and implementation services with a total cost is $7,726,991 plus contingency funding of 15%of the first year’s cost in the amount of $519,174.The total projected cost for the first two years is $4,492,723,which will be covered by the $6 million set aside in a designated reserve within the General Fund for this project.As a result,there will be no direct impact on the General Fund’s available balance.The detailed cost breakdown is provided below. 10-Year Cost Projection In the first year,the Workday subscription will provide only the necessary modules during implementation.In year two and year three,the Workday subscription will include all software modules,including the Workday Success Program. This program will enable City staff to deploy,adopt,and optimize the Workday Platform with tailored deployment guidance,in-tenant advice,and on-demand learning to expand City staff Workday expertise and help keep pace with innovation.In year four,the Workday Success Program will be removed,which will reduce the annual subscription costs. Furthermore, staff added Workday training credits that allow both online and instructor-led classes. In addition to the core project costs,the project's complexity and high resource demands will require supplemental staffing and professional project management services.The following staff augmentation requirements and estimated costs have been identified based on an average commitment of 20 hours per week over the 21-month implementation period: These costs are separate from the main agreement. Total two-year implementation, software subscriptions, and additional estimated project costs total $6,075,723. City of South San Francisco Printed on 7/3/2025Page 3 of 4 powered by Legistar™490 File #:24-1009 Agenda Date:7/9/2025 Version:1 Item #:22. FISCAL IMPACT The total 10-year cost with the contingency funding is $8,246,165.The Finance Department has designated $6 million for the ERP implementation portion of the project.Sufficient funds are currently available in account 100-27495,to cover the first two years for implementation and software subscriptions costs.A substantial portion of the total project costs will be funded by this allocation.City staff will request additional funding for subsequent years through the normal budget process.Additionally,staff estimates that future cost savings will be achieved by eliminating redundant software,which will help offset ongoing software subscription costs. RELATIONSHIP TO STRATEGIC PLAN The project is an initiative under Modern and Sustainable Organization, ensuring financial sustainability. CONCLUSION The City’s current ERP system will reach the end of its software support lifecycle in March 2027.As a result,City staff is required to replace the existing financial system and is recommending a transition to Workday.This solution would combine financials,payroll,and HRIS into a single,integrated platform.This will improve operational efficiency, leverage modern technologies,create long-term opportunities for integration with other City systems,and support the City's needs for the next 10 years and beyond. Attachment: ERP Presentation City of South San Francisco Printed on 7/3/2025Page 4 of 4 powered by Legistar™491 Enterprise Resource Planning (ERP) Software July 09, 2025 492 Background 2 •Current financial system over 15 years old •Vendor to sunset product in 2027 •Disparate HR and payroll system •Opportunity to replace or integrate existing system into one complete platform 493 Request for Proposal 3 •In January 2024, City partnered with Plante Moran, experienced ERP consultant •Released a detailed RFP for Financials, Payroll, HR, Community Development •82 Companies downloaded, 8 submitted responses, 7 responses related to the ERP software •Selection Committee formed to review proposals 494 Selection Process 4 •Selection Committee formed made up Finance, Human Resources, and Information Technology 495 Proposals 5 496 10-Year Projection 6 497 Additional Costs 7 498 Funding Source 8 •Implementation costs with additional services - approximately $6 million. •City allocated $6 million for implementation. No impact on General Fund •Staff will request funding for subsequent years 499 Recommendation 9 Iron Brick is the third-party reseller of the Workday and Teller software and partner with Strada, the implementation partner. Staff recommend Council approve 10-year professional services agreement with Iron Brick for implementation services and software subscriptions the new Workday software in the amount not to exceed $8,246,165. 500 Enterprise Resource Planning (ERP) Software July 09, 2025 Questions 501 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-1010 Agenda Date:7/9/2025 Version:1 Item #:22a. Resolution approving a ten-year professional services agreement with Iron Brick Associates LLC,in an amount not to exceed $7,726,991 plus contingency funding of 15%of the first year’s costs in the amount of $519,174,for implementation services and software subscriptions for the Workday and Teller platforms to replace the City’s existing Enterprise Resource Planning (ERP) system and authorizing the City Manager to execute the agreement. WHEREAS,support for the City’s current financial management system,Tyler Eden,will be discontinued in March 2027; and WHEREAS,an Enterprise Resource Planning (ERP)system can provide the City with a solution that combines financials,payroll,and human resources information system (HRIS)into a single integrated platform to improve operational efficiency,leverage modern technologies,and create long-term opportunities for integration with other City systems; and WHEREAS,in January 2024,City staff contracted with Plante Moran,an experienced ERP consultant,to conduct a comprehensive needs assessment for the selection of a new ERP system vendor; and WHEREAS,after interviewing various department staff,Plante Moran developed a Request for Proposal (RFP)to attract ERP vendors that align with the City’s goals; and WHEREAS,a selection committee composed of City staff evaluated submitted proposals,viewed vendor demonstrations, and selected a recommended vendor; and WHEREAS,the ERP Selection Committee selected Workday for Workday Software,Can/Am for Teller Software,and Strada for implementation services,all of which will be purchased through Iron Brick Associates,LLC.,an authorized reseller of third-party software, platform, and services; and WHEREAS,led by Strada,implementation is expected to take approximately 21 months,with a total two-year cost of $4,492,723 to be funded with $6 million dollars reserved for this project and with no direct impact to the General Fund; and WHEREAS,high resource demands during implementation will require staff augmentation and professional project management services estimated to cost $1,583,000; and WHEREAS,the cost of all software subscriptions and implementation services for this project is $7,726,991 plus contingency funding of 15%of the first year’s cost in the amount of $519,174,for a ten-year total cost of $8,246,165 which includes annual price adjustments; and WHEREAS,City staff recommends that the City Council approve an agreement with Iron Brick Associates,LLC.,for the purchase of Teller and Workday software,and Strada implementation services,in the amount of $7,726,991 and authorize the City Manager to execute the agreement. NOW,THERFORE,BE IT RESOLVED,that the City Council of the City of South San Francisco hereby take the following actions: 1.Approves Professional Services Agreement with Iron Brick Associates,LLC.for the purchase of ERP software City of South San Francisco Printed on 7/3/2025Page 1 of 2 powered by Legistar™502 File #:24-1010 Agenda Date:7/9/2025 Version:1 Item #:22a. 1.Approves Professional Services Agreement with Iron Brick Associates,LLC.for the purchase of ERP software and services in the amount of $7,726,991,a copy of which is attached hereto and incorporated herein as Exhibit A, and contingency funding of 15% of the first year’s cost in the amount of $519,174. 2.Authorizes the City Manager to execute the Professional Services Agreement with Iron Brick Associates,LLC., in substantially the same form as Exhibit A,subject to approval as to form by the City Attorney,and to take any other action for the purpose of carrying out the intent of this resolution that do not materially increase the City’s obligations. City of South San Francisco Printed on 7/3/2025Page 2 of 2 powered by Legistar™503 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-719 Agenda Date:7/9/2025 Version:1 Item #:23. Report regarding a resolution authorizing the City Manager to execute an agreement with Axon Enterprises, Inc.,for the purchase of additional Unmanned Aircraft Systems with Drone as a First Responder technology in conjunction with Axon Air for a five-year contract in an amount not to exceed $800,000 of which $617,416 will be from the Public Safety Impact Fees and $182,584 will be from the Police Department’s Operating Budget and approving Budget Amendment Number 26.004.(Chris Devan, Police Lieutenant) RECOMMENDATION Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute an agreement with Axon Enterprises.,for the purchase of additional Unmanned Aircraft Systems with Drone as a First Responder technology in conjunction with Axon Air for a five-year contract in an amount not to exceed $800,000 of which $617,416 will be from the Public Safety Impact Fees and $182,584 will be from the Police Department’s Operating Budget and approving Budget Amendment Number 26.004. BACKGROUND/DISCUSSION An unmanned aerial system (UAS),often referred to as a drone,is an aircraft which is controlled remotely from the ground.UAS may be used to provide an aerial observation platform to enhance the efficiency and safety of police operations.The uses of UAS include,but are not limited to,scene documentation,area searches for people and/or evidence, disaster response, tactical operations, and critical incident management. Drone technology has advanced significantly in recent years,making it an increasingly vital tool in modern law enforcement operations.Over the past seven months,the South San Francisco Police Department (SSFPD)has deployed drones 130 times for patrol and SWAT operations.Notably,the use of drones during recent critical incidents undoubtedly played a key role in saving the lives of both officers and members of the public.While the current drone program has proven effective in enhancing safety and situational awareness,it does have limitations.At present,officers must physically respond to the scene to launch a drone.This means the ability to deploy a drone is dependent on response time by vehicle, which can often delay critical aerial support when it is needed most. A Drone as a First Responder (DFR)program relies on docking stations at strategic locations throughout the city to house drones that can be remotely deployed.These docking stations allow officers to launch drones from desktop computers and direct them to incident locations in real time.Upon receiving a 911 call for service,a drone can be dispatched immediately -often arriving on scene within minutes,ahead of first responders.Once on scene,the drone provides live overhead video and situational awareness that can be critical for officers,firefighters,and paramedics.This early intelligence helps improve response efficiency,enhances safety for both responders and the public,and supports more informed decision-making during emergencies. The San Mateo Police Department currently utilizes DFR technology,and the Daly City Police Department is also transitioning their program to include DFR capabilities.Additional San Mateo County agencies are in the early process of transitioning to a DFR program.SSFPD wishes to expand the current drone program to a DFR program.We have identified Axon Enterprise,Inc.,as providing a comprehensive solution which is the best fit for our agency.SSFPD currently utilizes Axon Enterprises Inc.for our current drone fleet,Tasers,vehicle fleet cameras,body worn cameras,and related software and storage for digital media. Axon Air,a division of Axon Enterprise,Inc.,is a UAS program built for law enforcement.The system includes City of South San Francisco Printed on 7/3/2025Page 1 of 3 powered by Legistar™683 File #:25-719 Agenda Date:7/9/2025 Version:1 Item #:23. Axon Air,a division of Axon Enterprise,Inc.,is a UAS program built for law enforcement.The system includes automated tracking of pilot,aircraft,flight logs,and live streaming for situational awareness,which increases opportunities for de-escalation.The use of Axon Air will allow for integration with SSFPD’s other Axon camera systems. All video evidence recorded will upload to Axon’s Evidence.com and can easily be transmitted for discovery purposes. The integration of video storage from Body Worn Cameras,In-Car Cameras,and UAS provides a time efficient and cost- effective solution for data storage.Axon Enterprise Inc.has partnered with Skydio,a U.S.drone manufacturer which specializes in autonomous flight technology to provide DRF services to public safety agencies.The partnership between Axon Enterprise Inc.and Skydio represents the optimal choice for SSFPD,as it enables seamless integration of DFR technology with SSFPD’s current technological ecosystem. Authorizing SSFPD to utilize the Public Safety Impact Fees and the Police Operating Budget for this purpose will equip the department with the following: ·Three Skydio X10 drones and docking stations.Docking stations are weatherproof charging stations which keep drones in a ready-to-fly state 24/7.Three docking stations provide optimal drone coverage of the city based on call volume. ·One stand-alone Skydio X10 drone with 3D mapping camera payload for crime scene/accident reconstruction. ·An end-to-end solution for collecting and recording pilot data,flight data,autonomous flight controls,web-based flight capability, and digital media evidence collection and storage. SSFPD currently has a multi-year Master Services and Purchasing Agreement (MSPA)with Axon Enterprises,Inc.,for our current drone program,Body Worn Cameras,In-Car Cameras,and Tasers.The proposed amendment will incorporate a 5-year contract for Axon Air which will consolidate operations of the UAS equipment onto one platform,and provide the necessary systems,software,licenses,maintenance,hardware,training,and related services for a comprehensive public safety UAS program. FISCAL IMPACT Staff recommends a five-year purchasing agreement with Axon Enterprises Inc.for a total of $800,000.The itemized costs are as follows: Cost per Year Public Safety Impact Fees Police Operating Budget Year 1 - $160,000.00 $123,483.20 $36,516.80 Year 2 - $160,000.00 $123,483.20 $36,516.80 Year 3 - $160,000.00 $123,483.20 $36,516.80 Year 4 - $160,000.00 $123,483.20 $36,516.80 Year 5 - $160,000.00 $123,483.20 $36,516.80 Total - $800,000.00 $617,416.00 $182,584.00 This program will require Council appropriation of $160,000 for Fiscal Year 2025-26 per Budget Amendment Number 26.004. The remaining years will be appropriated during future budget cycles. RELATIONSHIP TO STRATEGIC PLAN Approval of the agreement with Axon Enterprises meets Strategic Goals #2:Quality of Life by building and maintaining a sustainable City and #3: Public Safety by rendering skilled police, fire, and emergency service management. City of South San Francisco Printed on 7/3/2025Page 2 of 3 powered by Legistar™684 File #:25-719 Agenda Date:7/9/2025 Version:1 Item #:23. CONCLUSION Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute an agreement with Axon Enterprises.,for the purchase of additional Unmanned Aircraft Systems with Drone as a First Responder technology in conjunction with Axon Air for a five-year contract in an amount not to exceed $800,000 of which $617,416 will be from the Public Safety Impact Fees and $182,584 will be from the Police Department’s Operating Budget and approving Budget Amendment Number 26.004. City of South San Francisco Printed on 7/3/2025Page 3 of 3 powered by Legistar™685 Drone as a First Responder Lieutenant Chris Devan 686 Current SSFPD Drone Program •Patrol lead model •Carried by drone operators on patrol •Must respond to location prior to deploying drone •Time on target with the drone depends on physical response time of officer •6 licensed pilots / 130 flights since inception 687 Authorized Uses •Patrol Operations •Search and Rescue •Investigations •Event Management 688 Prohibited Uses •Will not be used to impinge or restrict 1st Amendment right to assemble/free speech. •Will not weaponize any UAV •Will not be used to conduct random surveillance activities •Will not be used to harass, intimidate, or discriminate against any individual or group •Absent a warrant or exigent circumstances, operators shall not intentionally record or transmit images of any location where a person would have a reasonable expectation or privacy 689 Drone as a First Responder (DFR) •Launched from fixed locations •Autonomous flights controlled by a desktop / laptop computer •Respond to emergency as soon as 911 call is received •Multiple dock locations allow citywide coverage with on- scene time in minutes •Relay critical information prior to first responder arrival 690 Axon & Skydio •Current Axon services -Body Worn Cameras / Fleet Cameras / Tasers / Current drone program software / Digital evidence storage •Partnership with Skydio to provide DFR capabilities to public safety agencies •U.S. based drone manufacturer specializing in autonomous flight •Headquarter in San Mateo and Manufacturing Facility in Hayward •Currently deployed at San Mateo PD / additional SMCO agencies in the future 691 Skydio X10 Dock 692 DFR Benefits for Police / Fire •Faster response to critical incidents •Increase opportunities for de-escalation •Provide real-time information for responding personnel •Detect hot spots / fire spread. Can help determine alarm response •Identify structural risks keeping crews safer •Search and rescue / locate victims quickly •Quickly identify evacuation areas / Quickly identify ingress/egress control points 693 694 Proposed Dock Locations 695 696 Transparency Dashboard 697 Itemized Costs Cost Per Year Public Safety Impact Fees Police Operating Budget Year 1 -$160,000.00 $123,483.20 $36,516.80 Year 2 -$160,000.00 $123,483.20 $36,516.80 Year 3 -$160,000.00 $123,483.20 $36,516.80 Year 4 -$160,000.00 $123,483.20 $36,516.80 Year 5 -$160,000.00 $123,483.20 $36,516.80 Total -$800,000.00 $617,416.00 $182,584.00 698 THANK YOU 699 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-720 Agenda Date:7/9/2025 Version:1 Item #:23a. Resolution authorizing the City Manager to execute an agreement with Axon Enterprises,Inc.,for the purchase of additional Unmanned Aircraft Systems with Drone as a First Responder technology in conjunction with Axon Air for a five-year contract in an amount not to exceed $800,000 of which $617,416 will be from Public Safety Impact Fees and $182,584 will be from the Police Department’s Operating Budget and approving Budget Amendment Number 26.044. WHEREAS,the City of South San Francisco (“City”)staff recommends that the City Council adopt a resolution authorizing the South San Francisco Police Department (SSFPD)to purchase additional Unmanned Aircraft Systems (UAS) with Drone as a First Responder technology in conjunction with Axon Air; and WHEREAS, UAS is often referred to as a drone, which is an aircraft controlled remotely from the ground; and WHEREAS,the uses of UAS include,but are not limited to scene documentation,area searches for people and/or evidence, disaster response, tactical operations, and critical incident management; and WHEREAS,drone technology has advanced significantly in recent years,making it an increasingly vital tool in modern law enforcement operations; and WHEREAS,over the past seven months,SSFPD has deployed drones 130 times for patrol and SWAT operations; and WHEREAS,the current drone program has proven effective in enhancing safety and situational awareness,but it does have limitations,as officers must physically respond to the scene to launch a drone,which can often delay critical aerial support when it is needed the most; and WHEREAS,Drone as a First Responder program relies on docking stations at strategic locations throughout the city to house drones that can be remotely deployed;allowing officers to launch drones from desktop computers and direct them to incident locations in real time; and WHEREAS,upon receiving a 911 call for service,a drone can be dispatched immediately -often arriving on scene within minutes, ahead of first responders; and WHEREAS,the drone provides live overhead video and situational awareness that can be critical for officers, firefighters, and paramedics; and WHEREAS,this early intelligence helps improve response efficiency,enhances safety for both responders and the public, and supports more informed decision-making during emergencies; and WHEREAS,SSFPD wishes to expand the current drone program to a Drone as a First Responder program and has identified Axon Enterprises,Inc.,as providing a comprehensive solution which is the best fit for the City; and City of South San Francisco Printed on 7/3/2025Page 1 of 3 powered by Legistar™700 File #:25-720 Agenda Date:7/9/2025 Version:1 Item #:23a. WHEREAS,the department currently utilizes Axon Enterprises,Inc.,for the City’s current drone fleet,tasers, vehicle fleet cameras, body worn cameras, and related software and storage for digital media; and WHEREAS, Axon Air, a division of Axon Enterprises, Inc., is a UAS program built for law enforcement; and WHEREAS,the system includes automated tracking of pilot,aircraft,flight logs,and live streaming for situational awareness, which increases the opportunities for de-escalation; and WHEREAS, the use of Axon Air will allow for integration with the SSFPD’s other Axon camera systems; and WHEREAS,Axon Enterprises,Inc.,has partnered with Skydio,a U.S.drone manufacturer which specializes in autonomous flight technology to provide Drone as a First Responder service to public agencies; and WHEREAS,the partnership represents the optimal choice for SSFPD,as it enables seamless integration of Drone as a First Responder technology with the department’s current technological ecosystem; and WHEREAS,authorizing SSFPD to utilize Public Safety Impact Fees and the Police Department’s Operating Budget will equip the department with three Skydio X10 drones and docking stations,one stand-alone Skydio X10 drone with 3D mapping camera,and an end-to-end solution for collecting and recording data and storage; and WHEREAS,the amendment will incorporate a five-year contract for Axon Air which will consolidate operations of the UAS equipment onto one platform,and provide the necessary systems,software,licenses, maintenance, hardware, training, and related services for a comprehensive public safety UAS program; and WHEREAS,the total cost for a five-year contract will be $800,000 at a cost per year of $160,000 of which $123,483.20 will be from Public Safety Impact Fees and the balance of $36,516.80 will be from the Police Department’s Operating Budget; and WHEREAS,this program will require Council appropriation of $160,000 for Fiscal Year 2025-26 per Budget Amendment Number 26.004; and WHEREAS, the remaining years will be appropriated during future budget cycles. NOW,THEREFORE,BE IT RESOLVED that the City Council of the City of South San Francisco hereby approves an Agreement for a five-year contract for the purchase of additional Unmanned Aircraft Systems with Drone as a First Responder technology in conjunction with Axon Air in an amount not to exceed $800,000, attached hereto and incorporated herein as Exhibit A. BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco hereby approves the agreement cost per year of $160,000.00 of which $123,483.20 will be from Public Safety Impact Fees and $36,516.80 will be from the Police Department’s Operating Budget. BE IT FURTHER RESOLVED that the City Council hereby approves Budget Amendment Number 26.004. BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco hereby authorizes the City Manager to execute the purchase agreement in substantially the same form as Exhibit A and any other City of South San Francisco Printed on 7/3/2025Page 2 of 3 powered by Legistar™701 File #:25-720 Agenda Date:7/9/2025 Version:1 Item #:23a. City Manager to execute the purchase agreement in substantially the same form as Exhibit A and any other documents on behalf of the City to carry out the intent of this resolution,subject to approval as to form from the City Attorney. ***** City of South San Francisco Printed on 7/3/2025Page 3 of 3 powered by Legistar™702 Product Purchase and Services Agreement between January 2025 City of South San Francisco and _______________ Page 1 of 33 PRODUCTS AND SERVICES PROCUREMENT AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND AXON ENTERPRISE, INC. THIS AGREEMENT for consulting services is made by and between the City of South San Francisco (“City”) and Axon Enterprise, INC. (“Consultant”) (together sometimes referred to as the “Parties”) as of _______________ (the “Effective Date”). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A (“Services”), attached hereto and incorporated herein, at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on _______________, 2030 (“Term”). Consultant shall complete the Services described in Exhibit A prior to the end of the Term, unless that date is otherwise terminated or extended as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as provided for in Section 8. In the event that the Term covers more than one (1) fiscal year, funding for services beyond the current fiscal year will be included in future City budgets but is subject to City Council approval of future annual appropriations. 1.2 Standard of Performance. Consultant shall perform all Services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel consistent with Section 1.2 to perform the Services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons in order to ensure Consultant performs services in accordance with Section 1.2, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Sections 1.1 and 1.2 above and to satisfy Consultant’s obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Eight Hundred Thousand Dollars ($800,000), notwithstanding any contrary indications that may be contained in Consultant’s proposal, for Services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, as reflected in the Scope of 703 Product Purchase and Services Agreement between January 2025 City of South San Francisco and _______________ Page 2 of 33 Work attached as Exhibit A, or Consultant’s compensation schedule attached as Exhibit B, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant’s estimated costs of providing the Services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once per month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information, unless otherwise waived by the Contract Administrator in writing: Serial identifications of progress bills (i.e., Progress Bill No. 1 for the first invoice); The beginning and ending dates of the billing period; A task summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; At City’s option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds eight hundred (800) hours, which shall include an estimate of the time necessary to complete the Services; The amount and purpose of actual expenditures for which reimbursement is sought; The Consultant’s signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for reimbursable costs as authorized under Exhibit B and actually incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. City shall have no obligation to pay invoices submitted ninety (90) days past the performance of work or incurrence of cost. 704 Product Purchase and Services Agreement between January 2025 City of South San Francisco and _______________ Page 3 of 33 2.3 Final Payment. City shall pay the last ten percent (10%) of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.3 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto and incorporated herein as Exhibit B. 2.5 Reimbursable Expenses. Reimbursable expenses, if any, are specified in Exhibit B, and shall not exceed the amount set forth in Exhibit B. Expenses not listed in Exhibit B are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement under Section 2 that shall not be exceeded. 2.6 Payment of Taxes, Tax Withholding. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. To be exempt from tax withholding, Consultant must provide City with a valid California Franchise Tax Board form 590 (“Form 590”), as may be amended and such Form 590 shall be attached hereto and incorporated herein as Exhibit D. Unless Consultant provides City with a valid Form 590 or other valid, written evidence of an exemption or waiver from withholding, City may withhold California taxes from payments to Consultant as required by law. Consultant shall obtain, and maintain on file for three (3) years after the termination of this Agreement, Form 590s (or other written evidence of exemptions or waivers) from all subcontractors. Consultant accepts sole responsibility for withholding taxes from any non- California resident subcontractor and shall submit written documentation of compliance with Consultant’s withholding duty to City upon request. 2.7 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed in accordance with this Agreement as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 705 Product Purchase and Services Agreement between January 2025 City of South San Francisco and _______________ Page 4 of 33 2.8 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 2.9 Prevailing Wage. Where applicable, the wages to be paid for a day's work to all classes of laborers, workmen, or mechanics on the work contemplated by this Agreement, shall be not less than the prevailing rate for a day’s work in the same trade or occupation in the locality within the state where the work hereby contemplates to be performed as determined by the Director of Industrial Relations pursuant to the Director’s authority under Labor Code Section 1770, et seq. Each laborer, worker or mechanic employed by Consultant or by any subcontractor shall receive the wages herein provided for. The Consultant shall pay two hundred dollars ($200), or whatever amount may be set by Labor Code Section 1775, as may be amended, per day penalty for each worker paid less than prevailing rate of per diem wages. The difference between the prevailing rate of per diem wages and the wage paid to each worker shall be paid by the Consultant to each worker. An error on the part of an awarding body does not relieve the Consultant from responsibility for payment of the prevailing rate of per diem wages and penalties pursuant to Labor Code Sections 1770 1775. The City will not recognize any claim for additional compensation because of the payment by the Consultant for any wage rate in excess of prevailing wage rate set forth. The possibility of wage increases is one of the elements to be considered by the Consultant. a. Posting of Schedule of Prevailing Wage Rates and Deductions. If this Section 2.10 applies and the schedule of prevailing wage rates is not attached hereto pursuant to Labor Code Section 1773.2, the Consultant shall post at appropriate conspicuous points at the site of the project a schedule showing all determined prevailing wage rates for the various classes of laborers and mechanics to be engaged in work on the project under this contract and all deductions, if any, required by law to be made from unpaid wages actually earned by the laborers and mechanics so engaged. b. Payroll Records. If this Section 2.10 applies, each Consultant and subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the Consultant in connection with the public work. Such records shall be certified and submitted weekly as required by Labor Code Section 1776. Section 3. PROVISION OF SERVICES. 3.1 Facilities and Equipment. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. 706 Product Purchase and Services Agreement between January 2025 City of South San Francisco and _______________ Page 5 of 33 City shall furnish physical facilities such as desks and conference space, as may be reasonably necessary for Consultant’s occasional use while consulting with City employees and reviewing records and other necessary information in possession of the City to provide services. The location, type, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. If necessary, the City may at its sole discretion provide Consultant access to City computer hardware or network files, or both, but only at the access level to strictly necessary to provide services under this Agreement as approved by the City. In the event that Consultant is provided such access, Consultant shall comply with the Electronic Use Addendum attached hereto and incorporated herein as Exhibit G. 3.2 Onsite Services and Location of Work. Consultant shall perform the Services as to cause a minimum of interference with City’s operations and the operations of other contractors, if any, at the location of work and to protect all persons and property thereon from damage or injury. Upon completion of the Services at the location of work, Consultant shall leave such site clean and free of all tools, equipment, waste materials and rubbish. Each location of work may include all buildings, offices, and other locations where Services are to be performed, including any access roads. Consultant shall be solely responsible for the safe transportation and packing in proper containers and storage of any equipment required for performing the Services, whether owned, leased or rented. City will not be responsible for any such equipment which is lost, stolen or damaged or for any additional rental charges for such equipment. Equipment left or stored at a location of work, with or without permission, is at Consultant’s sole risk. City may assume that anything left on at the work site an unreasonable length of time after said work is completed has been abandoned. Any transportation furnished by City shall be solely as an accommodation and City shall have no liability therefore. Consultant acknowledges and agrees that it shall assume the risk and is solely responsible for its use of any City owned equipment and property provided by City for the performance of Services. City shall have no liability to Consultant therefore. In addition, Consultant further acknowledges and agrees that it shall assume the risk and is solely responsible for its owned, non-owned and hired automobiles, trucks or other motorized vehicles as well as any equipment, tolls, or other property which is utilized by Consultant for each location of work in performing the Services. Section 3A. WARRANTY Hardware Limited Warranty. Consultant warrants that Axon-manufactured Devices are free from defects in workmanship and materials for 1 year from the date of City’s receipt, except Signal Sidearm, which Consultant warrants for 30 months from the date of City’s receipt. Axon warrants its Axon-manufactured accessories for 90-days from the date of City’s receipt. Used conducted energy weapon (“CEW”) cartridges are deemed to have operated properly. Extended warranties run from the expiration of the 1-year hardware 707 Product Purchase and Services Agreement between January 2025 City of South San Francisco and _______________ Page 6 of 33 warranty through the extended warranty term. Non-Axon manufactured Devices are not covered by Consultant’s warranty. City should contact the manufacturer for support of non-Axon manufactured Devices. Claims. If Consultant receives a valid warranty claim for an Axon manufactured Device during the warranty term, Consultant’s sole responsibility is to repair or replace the Device with the same or like Device, at Axon’s option. A replacement Axon Device will be new or like new. Consultant will warrant the replacement Axon Device for the longer of (a) the remaining warranty of the original Axon Device or (b) 90-days from the date of repair or replacement. If City exchanges a device or part, the replacement item becomes City’s property, and the replaced item becomes Consultant’s property. Before delivering an Axon Device for service, City must upload Axon Device data to Axon Evidence or download it and retain a copy. Consultant is not responsible for any loss of software, data, or other information contained in storage media or any part of the Axon Device sent to Consultant for service. Spare Axon Devices. For qualified purchases, Consultant may provide City a predetermined number of spare Axon Devices as detailed in the Agreement (“Spare Axon Devices”). Spare Axon Devices are intended to replace broken or non-functioning units while City submits the broken or non-functioning units, through Consultant’s warranty return process. Consultant will repair or replace the unit with a replacement Axon Device. Title and risk of loss for all Spare Axon Devices shall pass to City in accordance with shipping terms herein. Consultant assumes no liability or obligation in the event City does not utilize Spare Axon Devices for the intended purpose. Limitations. Consultant’s warranty excludes damage related to: (a) failure to follow Axon Device use instructions; (b) Axon Devices used with equipment not manufactured or recommended by Axon; (c) abuse, misuse, or intentional damage to Axon Device; (d) force majeure; (e) Axon Devices repaired or modified by persons other than Consultant without Consultant’s written permission; or (f) Axon Devices with a defaced or removed serial number. “Axon Device” means all hardware provided by Consultant under this Agreement. To the extent permitted by law, the above warranties and remedies are exclusive. Consultant disclaims all other warranties, remedies, and conditions, whether oral, written, statutory, or implied. If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limited to the duration of the warranty described above and by the provisions in this Agreement. Consultant’s cumulative liability to the City for any loss or damage resulting from any claim, demand, or action arising out of or relating to any Axon Device or Service will not exceed Five Million Dollars ($5,000,000). Neither Party will be liable for direct, special, indirect, incidental, punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and 708 Product Purchase and Services Agreement between January 2025 City of South San Francisco and _______________ Page 7 of 33 amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall provide Certificates of Insurance, attached hereto and incorporated herein as Exhibit E, indicating that Consultant has obtained or currently maintains insurance that meets the requirements and under satisfactory forms of insurance set forth in this section, in all respects, to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein, unless otherwise waived or modified by the City’s Risk Manager. 4.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance in statutory limits and Employer’s Liability Insurance for any and all persons employed by Consultant. The Employer’s Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000) per accident/employee. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Risk Manager and Consultant shall furnish information necessary for the Risk Manager to make such determination upon request. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, contractors, agents, representatives, and volunteers for loss arising from work performed under this Agreement. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer The requirement to maintain Statutory Workers’ Compensation and Employer’s Liability Insurance may be waived by the City upon written verification that Consultant is a sole proprietor and does not have any employees. Consultant shall furnish information necessary for the Risk Manager to make such determination upon request and shall complete and submit to the City a Worker’s Compensation Waiver Affidavit form attached hereto and incorporated herein as Exhibit H. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense and for the entire term and duration of this Agreement, shall maintain (1) Commercial General Liability insurance in an amount not less than TWO MILLION DOLLARS ($2,000,000.00) per occurrence and FIVE MILLION DOLLARS ($5,000,000.00) in the aggregate; and (2) Automobile Liability Insurance in an amount not less than TWO MILLION DOLLARS ($2,000,000.00) combined single limit/per accident. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a 709 Product Purchase and Services Agreement between January 2025 City of South San Francisco and _______________ Page 8 of 33 general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement, or the general aggregate limit shall be at least twice the required occurrence limit, and such general aggregate limit shall not be less than the foregoing coverage amounts. Such coverage shall include, but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting there from, and damage to property resulting from activities performed under this Agreement, including the use of owned (or hired if Consultant does not own vehicles for professional uses) and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 00 01 (most recent edition) covering Commercial General Liability on an “occurrence” basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 00_01 (most recent edition) covering any auto (Code 1), or if Consultant has no owned autos, hired (code 8) and non- owned autos (Code 9). No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage required hereunder or added as a certified endorsement to the policy: a. The Commercial General and Automobile Liability insurances shall cover on an occurrence or an accident basis, and not on a claims-made basis. b. For any claims related to this Agreement or the work hereunder, the Consultant’s insurance covered shall be primary and non-contributory (at least as broad as ISO CG 20 01 04 13) with respect to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self- insurance maintained by the City, its officers, officials, employees, agents, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it. This requirement shall also apply to any Excess policies. c. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, officials, employees, agents, and volunteers. 4.3 Professional Liability Insurance. [This section may be deleted if not applicable.] 4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than TWO MILLION DOLLARS ($2,000,000) per claim and in the aggregate covering the licensed professionals’ negligent errors and omissions in the performance of the Services hereunder. Any deductible or self-insured retention 710 Product Purchase and Services Agreement between January 2025 City of South San Francisco and _______________ Page 9 of 33 shall not exceed ONE HUNDRED FIFTY THOUSAND DOLLARS $150,000 per claim. 4.3.2 Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement or the work. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after completion of the Agreement or the work. d. A copy of the claim reporting requirements must be submitted to the City upon request with reasonable notice in writing to Consultant. 4.4 Cybersecurity/Liability Insurance. 4.4.1 General Requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement cybersecurity insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) per occurrence and in the aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for liabilities for financial loss resulting or arising from acts, errors, or omissions, in rendering technology services, as follows: a. Violation or infringement of any right of privacy, including breach of security and breach of security/privacy laws, rules or regulations globally, now or hereinafter constituted or amended; b. Data theft, damage, unauthorized disclosure, destructions, or corruption, including without limitation, unauthorized access, unauthorized use, identity theft, theft of personally identifiable information or confidential City information in whatever form, transmission of a computer virus or other type of malicious code; and participation in a denial of service attack on third party computer systems; c. Loss or denial of service; and 711 Product Purchase and Services Agreement between January 2025 City of South San Francisco and _______________ Page 10 of 33 d. The policy shall not contain a cyber terrorism exclusion. The cybersecurity/liability insurance coverage required herein must include technology/professional liability including breach of contract, privacy and security liability, privacy regulatory defense and payment of civil fines, payment of credit card provider penalties, and breach response costs, including without limitation, notification costs, forensics, credit protection services, call center services, identity theft protection services, and crisis management/public relations services. 4.4.2 Security Breach Notification and Reporting. Consultant shall have policies and procedures in place for the effective management of Security Breaches, as defined below, which shall be made available to the City upon request. In the event of any actual security breach or reasonable belief of an actual security breach the Consultant either suffers or learns of that either compromises or could compromise the City’s data (a “Security Breach”), Consultant shall notify the City within 48 hours of its discovery. Consultant shall immediately determine the nature and extent of the Security Breach, contain the incident by stopping the unauthorized practice, recover records, shut down the system that was breached, revoke access and/or correct weaknesses in physical security. Following the initial notice, Consultant shall provide a root cause analysis report to the City identifying: i. The nature of the Security Breach; ii. The City data used or disclosed; iii. Who made the unauthorized use or received the unauthorized disclosure; iv. What the Consultant has done or shall do to mitigate any deleterious effect of the unauthorized use or disclosure; and v. What corrective action the Consultant has taken or shall take to prevent future similar unauthorized use or disclosure. Consultant shall provide such other information, including a written report, as reasonably requested by the City. Consultant shall analyze and document the incident and provide all notices required by applicable law. 4.5 All Policies Requirements. 4.5.1 Submittal Requirements. To comply with this Section 4, Consultant shall submit the following to City: a. Certificate of Liability Insurance in the amounts specified in the section, attached hereto and incorporated herein as Exhibit E; b. Additional Insured Endorsement as required for the General Commercial and Automobile Liability Polices; c. Waiver of Subrogation Endorsement as required by the section; and 712 Product Purchase and Services Agreement between January 2025 City of South San Francisco and _______________ Page 11 of 33 d. Primary Insurance Endorsement as required by the section. 4.5.2 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.5.2 Timing and Content of Submittals. Prior to beginning any work under this Agreement, Consultant shall furnish City with complete copies of all documents listed in Subsection 4.5.1. All copies of endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant’s obligation to provide them. 4.5.3 Notice of Reduction in or Cancellation/Non-Renewal of Coverage. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days’ prior written notice has been provided to the City. Consultant shall notify City within 14 days of notification from Consultant’s insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.5.4 Additional insured; primary insurance. City and its officers, officials, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of ongoing operations and activities performed by or on behalf of Consultant, including the insured’s general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned (or hired if no owned autos), leased, or used by the Consultant in the course of providing services pursuant to this Agreement. The coverage shall be at least as broad as ISO CG 2010 Scheduled form, or Automatic form CG 2038 for “ongoing operations”, and at least as broad as ISO CG 2037 Scheduled form, or Automatic form CG 2040, for “completed operations” contain no special limitations on the scope of protection afforded to City or its officers, officials, employees, agents, or volunteers. All certified endorsement forms, as required herein must be attached to the certificate of insurance to evidence that all Additional Insured coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. 4.5.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. Further, if the Consultant’s insurance policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurer’s liability, or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy the self-insured retention, such 713 Product Purchase and Services Agreement between January 2025 City of South San Francisco and _______________ Page 12 of 33 provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self-insured retention required to be paid as a precondition to the insurer’s liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self-insured retention and also must disclose the deductible. During the period covered by this Agreement, only upon the prior express written authorization of the Risk Manager, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Risk Manager may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.5.6 Subcontractors/Subconsultants. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein, and Consultant shall ensure that Entity is an additional insured on all coverages. 4.5.7 Wasting Policy. No insurance policy required by Section 4 shall include a “wasting” policy limit except professional liability insurance. 4.5.8 Excess Insurance. If Consultant maintains higher insurance limits than the minimum amounts required by this Agreement, City requires and shall be entitled to coverage for the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 4.5.9 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that the City’s interests are otherwise fully protected. 4.6 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant’s breach: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; 714 Product Purchase and Services Agreement between January 2025 City of South San Francisco and _______________ Page 13 of 33 b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or c. Terminate this Agreement. 4.7 Notice of Claim. Consultant shall immediately notify City of any claim or loss against Consultant arising out of the work performed under this Agreement. City assumes no obligation or liability by such notice, but has the right to monitor the handling of any such claim. Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES. 5.1 General Requirement. To the fullest extent permitted by law, Consultant shall indemnify, defend with counsel approved by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers (collectively, “City Indemnitees”) from and against any and all causes of action, losses, liability, claims, suits, actions, damages, expenses and costs ((including without limitation, attorney’s fees, and costs and fees of litigation) (collectively, “Liability”) of every nature arising out of or in connection with Consultant’s performance of the Services under this Agreement, or its failure to comply with any of its obligations contained in this Agreement, or its failure to comply with any applicable law or regulation. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the gross negligence or willful misconduct of the City or its officers, officials, employees, agents, or volunteers and (2) the actions of Consultant 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 Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. With respect to third party claims against Consultant, Consultant waives any and all rights of any type to express or implied indemnity against the Indemnitees. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. Consultant’s obligation to defend and indemnify shall not be excused because of the Consultant’s inability to evaluate Liability or because Consultant evaluates Liability and determines that the Consultant is not liable to the claimant. Consultant must respond within 715 Product Purchase and Services Agreement between January 2025 City of South San Francisco and _______________ Page 14 of 33 30 days to the tender of any claim for defense and indemnity by the City, unless this time has been extended by the City in writing. If Consultant fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other remedy authorized by law, so much of the money due the Consultant under and by virtue of this Agreement as shall reasonably be considered necessary by the City, may be retained by the City until disposition has been made of the claim or suit for damages, or until the Consultant accepts or rejects the tender of defense, whichever occurs first. This requirement for acceptance or rejection of a tender of defense shall apply regardless of the application of any theories of comparative fault. 5.2 PERS Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. 5.3 Design Professionals. Notwithstanding Sections 5.1 and 5.2, to the extent that the services under this Agreement include design professional services subject to California Civil Code Section 2782.8, as may be amended from time to time, Consultant’s duty to indemnify shall only be to the maximum extent permitted by California Civil Code Section 2782.8. The duty of a "design professional" to indemnify and defend the City is limited to claims that arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of the design professional, under Civ. Code § 2782.8. Except as otherwise authorized by Civ. Code § 2782.8, the cost to defend charged to any “design professional” shall not exceed the design professional’s proportionate percentage fault. Consultant shall furnish to the City, upon request in writing, any necessary information for determining whether Consultant qualifies as a “design professional” for the purposes for Civ. Code § 2782.8. 5.4 Construction Contracts. Notwithstanding Sections 5.1 and 5.2, to the extent this Agreement is a “construction contract” as defined by California Civil Code Section 2782, as may be amended from time to time, such duties of Consultant to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant 716 Product Purchase and Services Agreement between January 2025 City of South San Francisco and _______________ Page 15 of 33 accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent or to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. Any action to enforce or interpret this Agreement shall be brought in a court of competent jurisdiction in the County of San Mateo, California. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. Consultant’s failure to comply with any law(s) or regulation(s) applicable to the performance of the work hereunder shall constitute a breach of contract. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals, including from City, of what-so-ever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, genetic information, marital status, sex or sexual orientation, gender or gender identity, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or 717 Product Purchase and Services Agreement between January 2025 City of South San Francisco and _______________ Page 16 of 33 programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement for cause upon 30 days’ written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the date of notice of termination; City, however, may condition payment of such compensation upon Consultant delivering to City all materials described in Section 9.1. 8.2 Extension. City may, in its sole and exclusive discretion, extend the Term of this Agreement beyond the end date provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not assign or subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 718 Product Purchase and Services Agreement between January 2025 City of South San Francisco and _______________ Page 17 of 33 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City’s remedies shall include, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. 8.6.5 No remedy mentioned in this Agreement is intended to be exclusive of any other right, power or remedy permitted by law. Neither the failure nor any delay on the part of the City to exercise any such rights and remedies shall operate as a waiver thereof, nor shall any single or partial exercise by the City of any such right or remedy preclude any other or further exercise of such right or remedy, or any other right or remedy. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder (“Work Product”) shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement, and the City may use, reuse or otherwise dispose of the documents without Consultant’s permission. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties unless required by law. However, notwithstanding the foregoing, Consultant shall retain all rights, titles, and interests, including but not limited to all ownership and intellectual property rights, in all 719 Product Purchase and Services Agreement between January 2025 City of South San Francisco and _______________ Page 18 of 33 inventions, improvements, discoveries, methodologies, models, formats, software, algorithms, processes, procedures, designs, specifications, findings, and other intellectual properties developed, gathered, compiled or produced by Consultant prior to or independently of any of its services under this Agreement (“Background IP”), including such Background IP that Consultant may employ in the performance of this Agreement, or may incorporate into any part of the Work Product. Consultant grants City an irrevocable, non- exclusive, transferable, royalty-free license in perpetuity to use, disclose, and derive from such Background IP, but only as an inseparable part of the Work Product. Third-party content that may be used or incorporated in the Work Product shall not become the property of City. Consultant shall secure all licenses necessary to any third-party content incorporated into Consultant’s Work Product for City to utilize Consultant’s services and the Work Product for their intended purposes. 9.2 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the 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 the City, for a period of three (3) years after final payment under the Agreement. 9.4 Records Submitted in Response to an Invitation to Bid or Request for Proposals. All responses to a Request for Proposals (RFP) or invitation to bid issued by the City become the exclusive property of the City. At such time as the City selects a bid, all proposals received become a matter of public record, and shall be regarded as public records, with the exception of those elements in each proposal that are defined by Consultant and plainly marked as “Confidential,” "Business Secret" or “Trade Secret." The City shall not be liable or in any way responsible for the disclosure of any such proposal or portions thereof, if Consultant has not plainly marked it as a "Trade Secret" or "Business Secret," or if disclosure is required under the Public Records Act. Although the California Public Records Act recognizes that certain confidential trade secret information may be protected from disclosure, the City may not be in a position to establish that the information that a prospective bidder submits is a trade secret. If a request is made 720 Product Purchase and Services Agreement between January 2025 City of South San Francisco and _______________ Page 19 of 33 for information marked "Trade Secret" or "Business Secret," and the requester takes legal action seeking release of the materials it believes does not constitute trade secret information, by submitting a proposal, Consultant agrees to indemnify, defend and hold harmless the City, its agents and employees, from any judgment, fines, penalties, and award of attorney’s fees awarded against the City in favor of the party requesting the information, and any and all costs connected with that defense. This obligation to indemnify the City survives the City's award of the contract. Consultant agrees that this indemnification survives as long as the trade secret information is in the City's possession, which includes a minimum retention period for such documents. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including arbitration or an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County San Mateo or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. 721 Product Purchase and Services Agreement between January 2025 City of South San Francisco and _______________ Page 20 of 33 Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve (12) months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et. seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by _______________ ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) when received if personally delivered; (ii) when received if transmitted by email transmission or fax, if received during normal business hours before 5:00 p.m. on a business day (or if not, the next business day after delivery) provided that such email transmission or facsimile is legible and that at the time such email or fax is sent the sending Party receives written confirmation of receipt; (iii) if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice shall be sent to the respective Parties as follows: Consultant ___________________________ ___________________________ ___________________________ ___________________________ Email: _____________________ City: 722 Product Purchase and Services Agreement between January 2025 City of South San Francisco and _______________ Page 21 of 33 City Clerk City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Email: ______________________ 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. This Agreement, including all Exhibits attached hereto, and incorporated herein, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral pertaining to the matters herein. 10.13 Counterparts. This Agreement may be executed in counterparts and/or by facsimile or other electronic means, and when each Party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with other signed counterpart, shall constitute one Agreement, which shall be binding upon and effective as to all Parties. 10.14 Construction. The headings in this Agreement are for the purpose of reference only and shall not limit or otherwise affect any of the terms of this Agreement. The parties have had an equal opportunity to participate in the drafting of this Agreement; therefore any construction as against the drafting party shall not apply to this Agreement. 10.15 Business License. All consultants shall be required to maintain a current business license with the City of South San Francisco and attached as Exhibit F. 10.16 Force Majeure. Consultant is not liable for any delay in performance or non-performance caused by acts of God, war, civil disturbance, government action, labor dispute, pandemic, government imposed travel restrictions or quarantine, trade embargoes, border closures, or another event that is beyond Consultant 's reasonable control or reasonable ability to foresee, and that cannot be mitigated with due diligence. The time of performance shall be 723 Product Purchase and Services Agreement between January 2025 City of South San Francisco and _______________ Page 22 of 33 extended for the duration of the above force majeure event necessary to proceed with or complete services. This provision does not otherwise relieve Consultant of applicable obligations not impacted by said force majeure event. The Parties have executed this Agreement as of the Effective Date. [Signatures on the Following Page] 724 Product Purchase and Services Agreement between January 2025 City of South San Francisco and _______________ Page 23 of 33 CITY OF SOUTH SAN FRANCISCO Consultants _________________________________ ____________________________ City Manager NAME: TITLE: Attest: _____________________________ City Clerk Approved as to Form: ____________________________ City Attorney 725 Product Purchase and Services Agreement between January 2025 City of South San Francisco and _______________ Page 24 of 33 EXHIBIT A SCOPE OF SERVICES 726 Product Purchase and Services Agreement between January 2025 City of South San Francisco and _______________ Page 25 of 33 EXHIBIT B COMPENSATION SCHEDULE AND REIMBURSABLE EXPENSES (IF ANY) 727 Product Purchase and Services Agreement between January 2025 City of South San Francisco and _______________ Page 26 of 33 EXHIBIT C PROVISIONS REQUIRED FOR PUBLIC WORKS CONTRACTS PURSUANT TO CALIFORNIA LABOR CODE SECTION 1720 ET SEQ. HOURS OF WORK: A. In accordance with California Labor Code Section 1810, 8 hours of labor in performance of the services described in Exhibit A shall constitute a legal day’s work under this contract. B. In accordance with California Labor Code Section 1811, the time of service of any worker employed in performance of the services described in Exhibit A is limited to eight hours during any one calendar day, and forty hours during any one calendar week, except in accordance with California Labor Code Section 1815, which provides that work in excess of eight hours during any one calendar day and forty hours during any one calendar week is permitted upon compensation for all hours worked in excess of eight hours during any one calendar day and forty hours during any one calendar week at not less than one-and-one-half times the basic rate of pay. C. The Consultant and its subcontractors shall forfeit as a penalty to the City $25 for each worker employed in the performance of the services described in Exhibit A for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day, or more than 40 hours in any one calendar week, in violation of the provisions of California Labor Code Section 1810 and following. WAGES: A. In accordance with California Labor Code Section 1773.2, the City has determined the general prevailing wages in the locality in which the services described in Exhibit A are to be performed for each craft or type of work needed to be as published by the State of California Department of Industrial Relations, Division of Labor Statistics and Research, a copy of which is on file in the City Public Works Office and shall be made available on request. The Consultant and subcontractors engaged in the performance of the services described in Exhibit A shall pay no less than these rates to all persons engaged in performance of the services described in Exhibit A. B. In accordance with Labor Code Section 1775, the Consultant and any subcontractors engaged in performance of the services described in Exhibit A shall comply Labor Code Section 1775, which establishes a penalty of up to $50 per day for each worker engaged in the performance of the services described in Exhibit A that the Consultant or any subcontractor pays less than the specified prevailing wage. The amount of such penalty shall be determined by the Labor Commissioner and shall be based on consideration of the mistake, inadvertence, or neglect of the Consultant or subcontractor in failing to pay the correct rate of prevailing wages, or the previous record of the Consultant or subcontractor in meeting applicable prevailing wage obligations, or the willful failure by the Consultant or subcontractor to pay the correct rates of prevailing wages. A mistake, inadvertence, or neglect in failing to pay the correct rate of prevailing wages is not excusable if the 728 Product Purchase and Services Agreement between January 2025 City of South San Francisco and _______________ Page 27 of 33 Consultant or subcontractor had knowledge of their obligations under the California Labor Code. The Consultant or subcontractor shall pay the difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate. If a subcontractor worker engaged in performance of the services described in Exhibit A is not paid the general prevailing per diem wages by the subcontractor, the Consultant is not liable for any penalties therefore unless the Consultant had knowledge of that failure or unless the Consultant fails to comply with all of the following requirements: a. The contract executed between the Consultant and the subcontractor for the performance of part of the services described in Exhibit A shall include a copy of the provisions of California Labor Code Sections 1771, 1775, 1776, 1777.5, 1813, and 1815. b. The Consultant shall monitor payment of the specified general prevailing rate of per diem wages by the subcontractor by periodic review of the subcontractor’s certified payroll records. c. Upon becoming aware of a subcontractor’s failure to pay the specified prevailing rate of wages, the Consultant shall diligently take corrective action to halt or rectify the failure, including, but not limited to, retaining sufficient funds due the subcontractor for performance of the services described in Exhibit A. d. Prior to making final payment to the subcontractor, the Consultant shall obtain an affidavit signed under penalty of perjury from the subcontractor that the subcontractor has paid the specified general prevailing rate of per diem wages for employees engaged in the performance of the services described in Exhibit A and any amounts due pursuant to California Labor Code Section 1813. C. In accordance with California Labor Code Section 1776, the Consultant and each subcontractor engaged in performance of the services described in Exhibit A shall keep accurate payroll records showing the name, address, social security number, work, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed in performance of the services described in Exhibit A. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following: a. The information contained in the payroll record is true and correct. b. The employer has complied with the requirements of Sections 1771, 1811, and 1815 for any work performed by the employer’s employees on the public works project. D. The payroll records required pursuant to California Labor Code Section 1776 shall be certified and shall be available for inspection by the Owner and its authorized representatives, the Division of Labor Standards Enforcement, the Division of Apprenticeship Standards of the Department of Industrial Relations and shall otherwise be available for inspection in accordance with California 729 Product Purchase and Services Agreement between January 2025 City of South San Francisco and _______________ Page 28 of 33 Labor Code Section 1776. E. In accordance with California Labor Code Section 1777.5, the Consultant, on behalf of the Consultant and any subcontractors engaged in performance of the services described in Exhibit A, shall be responsible for ensuring compliance with California Labor Code Section 1777.5 governing employment and payment of apprentices on public works contracts. F. In case it becomes necessary for the Consultant or any subcontractor engaged in performance of the services described in Exhibit A to employ for the services described in Exhibit A any person in a trade or occupation (except executive, supervisory, administrative, clerical, or other non manual workers as such) for which no minimum wage rate has been determined by the Director of the Department of Industrial Relations, the Contractor shall pay the minimum rate of wages specified therein for the classification which most nearly corresponds to services described in Exhibit A to be performed by that person. The minimum rate thus furnished shall be applicable as a minimum for such trade or occupation from the time of the initial employment of the person affected and during the continuance of such employment. 730 Product Purchase and Services Agreement between January 2025 City of South San Francisco and _______________ Page 29 of 33 EXHIBIT D FORM 590 (IF APPLICABLE) 731 Product Purchase and Services Agreement between January 2025 City of South San Francisco and _______________ Page 30 of 33 EXHIBIT E INSURANCE CERTIFICATES 732 Product Purchase and Services Agreement between January 2025 City of South San Francisco and _______________ Page 31 of 33 EXHIBIT F BUSINESS LICENSE 733 Product Purchase and Services Agreement between January 2025 City of South San Francisco and _______________ Page 32 of 33 EXHIBIT G Electronic Use Addendum Pursuant to Section 3.1 Pursuant to Section 3.1, if Consultant is provided access to City computer hardware or network files, or both, pursuant to this Agreement to provide services, Consultant shall agree to and comply with the following provisions: 1) The City’s electronic communication equipment and resources (including but not limited to tablets, computers, laptops, fax, photocopier, phone, radio, other electronic or communications equipment, software, cloud storage, and internet access) are provided for the purpose of conducting City business and shall not be used for personal purposes. 2) All electronic communications that are created, received, transferred to or from the City, or maintained on City computer systems or other City electronic communication equipment and resources are the property of the City. If Consultant uses the City's electronic communication equipment and resources, Consultant will not have an expectation or right of privacy in such uses. The City reserves the right to monitor the use of such equipment and resources to ensure that they are being used for business purposes. Any use of the City's electronic equipment and resources constitutes consent to have such use monitored by the City at its discretion. 3) Reasonable care should be taken to prevent equipment loss or damage. Consultant shall be responsible for the cost of intentional damage or reckless loss of assigned communications equipment. 4) If Consultant is granted access to City network files or cloud storage, Consultant shall not access or retrieve, or attempt to access or retrieve, files or network drives and folders to which Consultant is not specifically authorized to do so. Consultant shall not make copies, download, or otherwise duplicate (or make attempts to do so), any City files, cloud storage, or network drive data. In no event shall Consultant download or install hardware or software on any City computer or network drive, nor shall Consultant store any files on City cloud storage. 5) Consultant shall not have access to any privileged communication, including attorney-client privileged communications, at any time. 6) Consultant shall not use equipment or resources to access secured websites without authorization. Nor shall Consultant use the equipment or resources without the knowledge or permission of City management to enter any secured on-line websites in which the City has a membership and/or an account. This includes all forms of hacking, or using another person's login name or password without authorization to access such websites. 7) Consultant shall comply with all federal, state, local laws and regulations, and all applicable City policies in accessing electronic communication equipment and resources. 734 Product Purchase and Services Agreement between January 2025 City of South San Francisco and _______________ Page 33 of 33 EXHIBIT H Worker’s Compensation Exemption Affidavit [ATTACH EXEMPTION FORM HERE] 735 Page 1 Q-702055-45813AE Q-702055-45813AE Issued: 06/05/2025 Quote Expiration: 07/31/2025 Estimated Contract Start Date: 12/01/2025 Account Number: 123779 Payment Terms: N30 Mode of Delivery: UPS-GND Credit/Debit Amount: $0.00 SHIP TO BILL TO SALES REPRESENTATIVE PRIMARY CONTACT South San Francisco Police Department - CA 1 Chestnut Ave South San Francisco, CA 94080-3228 USA South San Francisco Police Department - CA 1 Chestnut Ave South San Francisco CA 94080-3228 USA Email: 94-6000435 Kyle Panasewicz Phone: +1 4803294734 Email: kpanasewicz@axon.com Fax: (480) 905-2071 Chris Devan Phone: (650) 877-8900 Email: chris.devan@ssf.net Fax: Quote Summary Discount Summary Program Length 60 Months Average Savings Per Year $13,196.89 TOTAL COST $780,043.97 ESTIMATED TOTAL W/ TAX $800,000.00 TOTAL SAVINGS $65,984.43 Axon Enterprise, Inc. 17800 N 85th St. Scottsdale, Arizona 85255 United States VAT: 86-0741227 Domestic: (800) 978-2737 International: +1.800.978.2737 736 Page 2 Q-702055-45813AE Payment Summary Date Subtotal Tax Total Nov 2025 $156,008.80 $3,991.20 $160,000.00 Nov 2026 $156,008.80 $3,991.20 $160,000.00 Nov 2027 $156,008.80 $3,991.20 $160,000.00 Nov 2028 $156,008.80 $3,991.20 $160,000.00 Nov 2029 $156,008.77 $3,991.23 $160,000.00 Total $780,043.97 $19,956.03 $800,000.00 737 Page 3 Q-702055-45813AE Quote Unbundled Price:$846,028.40 Quote List Price:$846,028.40 Quote Subtotal:$780,043.97 Pricing All deliverables are detailed in Delivery Schedules section lower in proposal Item Description Qty Term Unbundled List Price Net Price Subtotal Tax Total A la Carte Hardware 100435 SKYDIO - BATTERY - X10 ADVANCED RESERVATION 2 $369.00 $369.00 $738.00 $72.87 $810.87 101229 AXON AIR - SKYDIO SPOTLIGHT FOR X10 3 $265.00 $265.00 $795.00 $78.51 $873.51 101225 AXON AIR - SKYDIO X10 RTK/PPK 1 $920.00 $920.00 $920.00 $90.85 $1,010.85 101211 AXON AIR - SKYDIO SPEAKER FOR X10 3 $320.00 $320.00 $960.00 $94.80 $1,054.80 101261 AXON AIR - SKYDIO NIGHTSENSE IR FILTER FOR X10 3 $2,800.00 $2,800.00 $8,400.00 $829.50 $9,229.50 101250 AXON AIR - SKYDIO PARACHUTE FOR X10 3 $4,000.00 $4,000.00 $12,000.00 $1,185.00 $13,185.00 100418 SKYDIO - X10 ST KIT W/ BATT - 2.4/5 GHZ LTE IR NA VT300L 1 $15,196.40 $15,196.40 $15,196.40 $1,500.65 $16,697.05 101561 AXON AIR - SKYDIO X10 DOCK BUN 2.4/5 GHZ CELL IR NA VT300-Z 3 $54,359.00 $54,359.00 $163,077.00 $16,103.85 $179,180.85 A la Carte Software 101231 AXON AIR - SKYDIO 3D SCAN FOR X10 1 60 $350.00 $350.00 $21,000.00 $0.00 $21,000.00 101199 AXON AIR - SKYDIO DFR COMMAND (T-MOBILE)6 60 $830.00 $830.00 $298,800.00 $0.00 $298,800.00 A la Carte Services 100966 AXON AIR - SKYDIO WAIVER APPLICATION - OPERATOR LAUNCH 1 $20,000.00 $0.00 $0.00 $0.00 $0.00 12021 AXON AIR - VIRTUAL ONBOARDING 1 $2,500.00 $0.00 $0.00 $0.00 $0.00 101499 AXON AIR - SKYDIO - DEPLOYMENT - DOCK FOR X10 2 $35,250.00 $14,661.79 $29,323.58 $0.00 $29,323.58 101502 AXON AIR - SKYDIO - DEPLOYMENT AND TRAINING - DOCK FOR X10 1 $46,250.00 $46,250.00 $46,250.00 $0.00 $46,250.00 101620 AXON AIR - SKYDIO - MAINTENANCE AND REPAIR FOR X10 DOCK 3 60 $825.00 $825.00 $148,500.00 $0.00 $148,500.00 A la Carte Warranties 101510 AXON AIR - SKYDIO - CARE FOR X10 + VT300-L 3YR 1 $4,898.00 $2,589.99 $2,589.99 $0.00 $2,589.99 101508 AXON AIR - SKYDIO - CARE FOR X10 CELLULAR 5G + VT300-Z 3YR 6 $5,249.00 $5,249.00 $31,494.00 $0.00 $31,494.00 Total $780,043.97 $19,956.03 $800,000.00 Delivery Schedule Hardware Bundle Item Description QTY Shipping Location Estimated Delivery Date A la Carte 100418 SKYDIO - X10 ST KIT W/ BATT - 2.4/5 GHZ LTE IR NA VT300L 1 1 11/01/2025 A la Carte 100435 SKYDIO - BATTERY - X10 ADVANCED RESERVATION 2 1 11/01/2025 A la Carte 101211 AXON AIR - SKYDIO SPEAKER FOR X10 3 1 11/01/2025 A la Carte 101225 AXON AIR - SKYDIO X10 RTK/PPK 1 1 11/01/2025 A la Carte 101229 AXON AIR - SKYDIO SPOTLIGHT FOR X10 3 1 11/01/2025 738 Page 4 Q-702055-45813AE Hardware Bundle Item Description QTY Shipping Location Estimated Delivery Date A la Carte 101250 AXON AIR - SKYDIO PARACHUTE FOR X10 3 1 11/01/2025 A la Carte 101261 AXON AIR - SKYDIO NIGHTSENSE IR FILTER FOR X10 3 1 11/01/2025 A la Carte 101561 AXON AIR - SKYDIO X10 DOCK BUN 2.4/5 GHZ CELL IR NA VT300-Z 3 1 11/01/2025 Software Bundle Item Description QTY Estimated Start Date Estimated End Date A la Carte 101199 AXON AIR - SKYDIO DFR COMMAND (T-MOBILE)6 12/01/2025 11/30/2030 A la Carte 101231 AXON AIR - SKYDIO 3D SCAN FOR X10 1 12/01/2025 11/30/2030 Services Bundle Item Description QTY A la Carte 100966 AXON AIR - SKYDIO WAIVER APPLICATION - OPERATOR LAUNCH 1 A la Carte 101499 AXON AIR - SKYDIO - DEPLOYMENT - DOCK FOR X10 2 A la Carte 101502 AXON AIR - SKYDIO - DEPLOYMENT AND TRAINING - DOCK FOR X10 1 A la Carte 101620 AXON AIR - SKYDIO - MAINTENANCE AND REPAIR FOR X10 DOCK 3 A la Carte 12021 AXON AIR - VIRTUAL ONBOARDING 1 Warranties Bundle Item Description QTY Estimated Start Date Estimated End Date A la Carte 101508 AXON AIR - SKYDIO - CARE FOR X10 CELLULAR 5G + VT300-Z 3YR 6 A la Carte 101510 AXON AIR - SKYDIO - CARE FOR X10 + VT300-L 3YR 1 739 Page 5 Q-702055-45813AE Shipping Locations Location Number Street City State Zip Country 1 1 Chestnut Ave South San Francisco CA 94080-3228 USA Payment Details Nov 2025 Invoice Plan Item Description Qty Subtotal Tax Total Year 1 100418 SKYDIO - X10 ST KIT W/ BATT - 2.4/5 GHZ LTE IR NA VT300L 1 $3,039.28 $300.13 $3,339.41 Year 1 100435 SKYDIO - BATTERY - X10 ADVANCED RESERVATION 2 $147.60 $14.57 $162.17 Year 1 100966 AXON AIR - SKYDIO WAIVER APPLICATION - OPERATOR LAUNCH 1 $0.00 $0.00 $0.00 Year 1 101199 AXON AIR - SKYDIO DFR COMMAND (T-MOBILE)6 $59,760.00 $0.00 $59,760.00 Year 1 101211 AXON AIR - SKYDIO SPEAKER FOR X10 3 $192.00 $18.96 $210.96 Year 1 101225 AXON AIR - SKYDIO X10 RTK/PPK 1 $184.00 $18.17 $202.17 Year 1 101229 AXON AIR - SKYDIO SPOTLIGHT FOR X10 3 $159.00 $15.70 $174.70 Year 1 101231 AXON AIR - SKYDIO 3D SCAN FOR X10 1 $4,200.00 $0.00 $4,200.00 Year 1 101250 AXON AIR - SKYDIO PARACHUTE FOR X10 3 $2,400.00 $237.00 $2,637.00 Year 1 101261 AXON AIR - SKYDIO NIGHTSENSE IR FILTER FOR X10 3 $1,680.00 $165.90 $1,845.90 Year 1 101499 AXON AIR - SKYDIO - DEPLOYMENT - DOCK FOR X10 2 $5,864.72 $0.00 $5,864.72 Year 1 101502 AXON AIR - SKYDIO - DEPLOYMENT AND TRAINING - DOCK FOR X10 1 $9,250.00 $0.00 $9,250.00 Year 1 101508 AXON AIR - SKYDIO - CARE FOR X10 CELLULAR 5G + VT300-Z 3YR 6 $6,298.80 $0.00 $6,298.80 Year 1 101510 AXON AIR - SKYDIO - CARE FOR X10 + VT300-L 3YR 1 $518.00 $0.00 $518.00 Year 1 101561 AXON AIR - SKYDIO X10 DOCK BUN 2.4/5 GHZ CELL IR NA VT300-Z 3 $32,615.40 $3,220.77 $35,836.17 Year 1 101620 AXON AIR - SKYDIO - MAINTENANCE AND REPAIR FOR X10 DOCK 3 $29,700.00 $0.00 $29,700.00 Year 1 12021 AXON AIR - VIRTUAL ONBOARDING 1 $0.00 $0.00 $0.00 Total $156,008.80 $3,991.20 $160,000.00 Nov 2026 Invoice Plan Item Description Qty Subtotal Tax Total Year 2 100418 SKYDIO - X10 ST KIT W/ BATT - 2.4/5 GHZ LTE IR NA VT300L 1 $3,039.28 $300.13 $3,339.41 Year 2 100435 SKYDIO - BATTERY - X10 ADVANCED RESERVATION 2 $147.60 $14.57 $162.17 Year 2 100966 AXON AIR - SKYDIO WAIVER APPLICATION - OPERATOR LAUNCH 1 $0.00 $0.00 $0.00 Year 2 101199 AXON AIR - SKYDIO DFR COMMAND (T-MOBILE)6 $59,760.00 $0.00 $59,760.00 Year 2 101211 AXON AIR - SKYDIO SPEAKER FOR X10 3 $192.00 $18.96 $210.96 Year 2 101225 AXON AIR - SKYDIO X10 RTK/PPK 1 $184.00 $18.17 $202.17 Year 2 101229 AXON AIR - SKYDIO SPOTLIGHT FOR X10 3 $159.00 $15.70 $174.70 Year 2 101231 AXON AIR - SKYDIO 3D SCAN FOR X10 1 $4,200.00 $0.00 $4,200.00 Year 2 101250 AXON AIR - SKYDIO PARACHUTE FOR X10 3 $2,400.00 $237.00 $2,637.00 Year 2 101261 AXON AIR - SKYDIO NIGHTSENSE IR FILTER FOR X10 3 $1,680.00 $165.90 $1,845.90 Year 2 101499 AXON AIR - SKYDIO - DEPLOYMENT - DOCK FOR X10 2 $5,864.72 $0.00 $5,864.72 Year 2 101502 AXON AIR - SKYDIO - DEPLOYMENT AND TRAINING - DOCK FOR X10 1 $9,250.00 $0.00 $9,250.00 Year 2 101508 AXON AIR - SKYDIO - CARE FOR X10 CELLULAR 5G + VT300-Z 3YR 6 $6,298.80 $0.00 $6,298.80 Year 2 101510 AXON AIR - SKYDIO - CARE FOR X10 + VT300-L 3YR 1 $518.00 $0.00 $518.00 Year 2 101561 AXON AIR - SKYDIO X10 DOCK BUN 2.4/5 GHZ CELL IR NA VT300-Z 3 $32,615.40 $3,220.77 $35,836.17 Year 2 101620 AXON AIR - SKYDIO - MAINTENANCE AND REPAIR FOR X10 DOCK 3 $29,700.00 $0.00 $29,700.00 Year 2 12021 AXON AIR - VIRTUAL ONBOARDING 1 $0.00 $0.00 $0.00 Total $156,008.80 $3,991.20 $160,000.00 740 Page 6 Q-702055-45813AE Nov 2027 Invoice Plan Item Description Qty Subtotal Tax Total Year 3 100418 SKYDIO - X10 ST KIT W/ BATT - 2.4/5 GHZ LTE IR NA VT300L 1 $3,039.28 $300.13 $3,339.41 Year 3 100435 SKYDIO - BATTERY - X10 ADVANCED RESERVATION 2 $147.60 $14.57 $162.17 Year 3 100966 AXON AIR - SKYDIO WAIVER APPLICATION - OPERATOR LAUNCH 1 $0.00 $0.00 $0.00 Year 3 101199 AXON AIR - SKYDIO DFR COMMAND (T-MOBILE)6 $59,760.00 $0.00 $59,760.00 Year 3 101211 AXON AIR - SKYDIO SPEAKER FOR X10 3 $192.00 $18.96 $210.96 Year 3 101225 AXON AIR - SKYDIO X10 RTK/PPK 1 $184.00 $18.17 $202.17 Year 3 101229 AXON AIR - SKYDIO SPOTLIGHT FOR X10 3 $159.00 $15.70 $174.70 Year 3 101231 AXON AIR - SKYDIO 3D SCAN FOR X10 1 $4,200.00 $0.00 $4,200.00 Year 3 101250 AXON AIR - SKYDIO PARACHUTE FOR X10 3 $2,400.00 $237.00 $2,637.00 Year 3 101261 AXON AIR - SKYDIO NIGHTSENSE IR FILTER FOR X10 3 $1,680.00 $165.90 $1,845.90 Year 3 101499 AXON AIR - SKYDIO - DEPLOYMENT - DOCK FOR X10 2 $5,864.72 $0.00 $5,864.72 Year 3 101502 AXON AIR - SKYDIO - DEPLOYMENT AND TRAINING - DOCK FOR X10 1 $9,250.00 $0.00 $9,250.00 Year 3 101508 AXON AIR - SKYDIO - CARE FOR X10 CELLULAR 5G + VT300-Z 3YR 6 $6,298.80 $0.00 $6,298.80 Year 3 101510 AXON AIR - SKYDIO - CARE FOR X10 + VT300-L 3YR 1 $518.00 $0.00 $518.00 Year 3 101561 AXON AIR - SKYDIO X10 DOCK BUN 2.4/5 GHZ CELL IR NA VT300-Z 3 $32,615.40 $3,220.77 $35,836.17 Year 3 101620 AXON AIR - SKYDIO - MAINTENANCE AND REPAIR FOR X10 DOCK 3 $29,700.00 $0.00 $29,700.00 Year 3 12021 AXON AIR - VIRTUAL ONBOARDING 1 $0.00 $0.00 $0.00 Total $156,008.80 $3,991.20 $160,000.00 Nov 2028 Invoice Plan Item Description Qty Subtotal Tax Total Year 4 100418 SKYDIO - X10 ST KIT W/ BATT - 2.4/5 GHZ LTE IR NA VT300L 1 $3,039.28 $300.13 $3,339.41 Year 4 100435 SKYDIO - BATTERY - X10 ADVANCED RESERVATION 2 $147.60 $14.57 $162.17 Year 4 100966 AXON AIR - SKYDIO WAIVER APPLICATION - OPERATOR LAUNCH 1 $0.00 $0.00 $0.00 Year 4 101199 AXON AIR - SKYDIO DFR COMMAND (T-MOBILE)6 $59,760.00 $0.00 $59,760.00 Year 4 101211 AXON AIR - SKYDIO SPEAKER FOR X10 3 $192.00 $18.96 $210.96 Year 4 101225 AXON AIR - SKYDIO X10 RTK/PPK 1 $184.00 $18.17 $202.17 Year 4 101229 AXON AIR - SKYDIO SPOTLIGHT FOR X10 3 $159.00 $15.70 $174.70 Year 4 101231 AXON AIR - SKYDIO 3D SCAN FOR X10 1 $4,200.00 $0.00 $4,200.00 Year 4 101250 AXON AIR - SKYDIO PARACHUTE FOR X10 3 $2,400.00 $237.00 $2,637.00 Year 4 101261 AXON AIR - SKYDIO NIGHTSENSE IR FILTER FOR X10 3 $1,680.00 $165.90 $1,845.90 Year 4 101499 AXON AIR - SKYDIO - DEPLOYMENT - DOCK FOR X10 2 $5,864.72 $0.00 $5,864.72 Year 4 101502 AXON AIR - SKYDIO - DEPLOYMENT AND TRAINING - DOCK FOR X10 1 $9,250.00 $0.00 $9,250.00 Year 4 101508 AXON AIR - SKYDIO - CARE FOR X10 CELLULAR 5G + VT300-Z 3YR 6 $6,298.80 $0.00 $6,298.80 Year 4 101510 AXON AIR - SKYDIO - CARE FOR X10 + VT300-L 3YR 1 $518.00 $0.00 $518.00 Year 4 101561 AXON AIR - SKYDIO X10 DOCK BUN 2.4/5 GHZ CELL IR NA VT300-Z 3 $32,615.40 $3,220.77 $35,836.17 Year 4 101620 AXON AIR - SKYDIO - MAINTENANCE AND REPAIR FOR X10 DOCK 3 $29,700.00 $0.00 $29,700.00 Year 4 12021 AXON AIR - VIRTUAL ONBOARDING 1 $0.00 $0.00 $0.00 Total $156,008.80 $3,991.20 $160,000.00 Nov 2029 Invoice Plan Item Description Qty Subtotal Tax Total Year 5 100418 SKYDIO - X10 ST KIT W/ BATT - 2.4/5 GHZ LTE IR NA VT300L 1 $3,039.28 $300.13 $3,339.41 Year 5 100435 SKYDIO - BATTERY - X10 ADVANCED RESERVATION 2 $147.60 $14.59 $162.19 Year 5 100966 AXON AIR - SKYDIO WAIVER APPLICATION - OPERATOR LAUNCH 1 $0.00 $0.00 $0.00 Year 5 101199 AXON AIR - SKYDIO DFR COMMAND (T-MOBILE)6 $59,759.98 $0.00 $59,759.98 Year 5 101211 AXON AIR - SKYDIO SPEAKER FOR X10 3 $192.00 $18.96 $210.96 Year 5 101225 AXON AIR - SKYDIO X10 RTK/PPK 1 $184.00 $18.17 $202.17 Year 5 101229 AXON AIR - SKYDIO SPOTLIGHT FOR X10 3 $159.00 $15.71 $174.71 Year 5 101231 AXON AIR - SKYDIO 3D SCAN FOR X10 1 $4,200.00 $0.00 $4,200.00 Year 5 101250 AXON AIR - SKYDIO PARACHUTE FOR X10 3 $2,400.00 $237.00 $2,637.00 741 Page 7 Q-702055-45813AE Nov 2029 Invoice Plan Item Description Qty Subtotal Tax Total Year 5 101261 AXON AIR - SKYDIO NIGHTSENSE IR FILTER FOR X10 3 $1,680.00 $165.90 $1,845.90 Year 5 101499 AXON AIR - SKYDIO - DEPLOYMENT - DOCK FOR X10 2 $5,864.72 $0.00 $5,864.72 Year 5 101502 AXON AIR - SKYDIO - DEPLOYMENT AND TRAINING - DOCK FOR X10 1 $9,250.00 $0.00 $9,250.00 Year 5 101508 AXON AIR - SKYDIO - CARE FOR X10 CELLULAR 5G + VT300-Z 3YR 6 $6,298.80 $0.00 $6,298.80 Year 5 101510 AXON AIR - SKYDIO - CARE FOR X10 + VT300-L 3YR 1 $518.00 $0.00 $518.00 Year 5 101561 AXON AIR - SKYDIO X10 DOCK BUN 2.4/5 GHZ CELL IR NA VT300-Z 3 $32,615.39 $3,220.77 $35,836.16 Year 5 101620 AXON AIR - SKYDIO - MAINTENANCE AND REPAIR FOR X10 DOCK 3 $29,700.00 $0.00 $29,700.00 Year 5 12021 AXON AIR - VIRTUAL ONBOARDING 1 $0.00 $0.00 $0.00 Total $156,008.77 $3,991.23 $160,000.00 742 Page 8 Q-702055-45813AE Tax is estimated based on rates applicable at date of quote and subject to change at time of invoicing. If a tax exemption certificate should be applied, please submit prior to invoicing. Standard Terms and Conditions Axon Enterprise Inc. Sales Terms and Conditions Axon Master Services and Purchasing Agreement: This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Axon’s Master Services and Purchasing Agreement (posted at https://www.axon.com/sales-terms-and-conditions), as well as the attached Statement of Work (SOW) for Axon Fleet and/or Axon Interview Room purchase, if applicable. In the event you and Axon have entered into a prior agreement to govern all future purchases, that agreement shall govern to the extent it includes the products and services being purchased and does not conflict with the Axon Customer Experience Improvement Program Appendix as described below. ACEIP: The Axon Customer Experience Improvement Program Appendix, which includes the sharing of de-identified segments of Agency Content with Axon to develop new products and improve your product experience (posted at www.axon.com/legal/sales-terms-and-conditions), is incorporated herein by reference. By signing below, you agree to the terms of the Axon Customer Experience Improvement Program. Acceptance of Terms: Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions. By signing below, you represent that you are lawfully able to enter into contracts. If you are signing on behalf of an entity (including but not limited to the company, municipality, or government agency for whom you work), you represent to Axon that you have legal authority to bind that entity. If you do not have this authority, please do not sign this Quote. 743 Page 9 Q-702055-45813AE \s1\\d1\ Signature Date Signed 6/5/2025 744 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 1 of 50 This Master Services and Purchasing Agreement ("Agreement") is between Axon Enterprise, Inc. ("Axon"), and the Customer listed below or, if no Customer is listed below, the customer on the Quote (as defined below) ("Customer"). This Agreement is effective as of the later of the (a) last signature date on this Agreement or (b) date of acceptance of the Quote ("Effective Date"). Axon and Customer are each a "Party" and collectively "Parties". This Agreement governs Customer ’s purchase and use of the Axon Devices and Services detailed in the Quote. It is the intent of the Parties that this Agreement will govern all subsequent purchases by Customer for the same Axon Devices and Services in the Quote, and all such subsequent quotes accepted by Customer shall be also incorporated into this Agreement by reference as a Quote. The Parties agree as follows: 1. Definitions. 1.1. "Axon Cloud Services" means Axon’s web services, including, but not limited to, Axon Evidence, Axon Records, Axon Dispatch, FUSUS services, and interactions between Axon Evidence and Axon Devices or Axon client software. Axon Cloud Service excludes third-party applications, hardware warranties, and my.evidence.com. 1.2. "Axon Device" means all hardware provided by Axon under this Agreement. Axon-manufactured Devices are a subset of Axon Devices. 1.3. "Quote" means an offer to sell and is only valid for devices and services on the offer at the specified prices. Any inconsistent or supplemental terms within Customer’s purchase order in response to a Quote will be void. Orders are subject to prior credit approval. Changes in the deployment estimated ship date may change charges in the Quote. Shipping dates are estimates only. Axon is not responsible for typographical errors in any Quote by Axon, and Axon reserves the right to cancel any orders resulting from such errors. 1.4. "Services" means all services provided by Axon under this Agreement, including software, Axon Cloud Services, and professional services. 2. Term. This Agreement begins on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated ("Term"). 2.1. All subscriptions including Axon Evidence, Axon Fleet, Officer Safety Plans, Technology Assurance Plans, and TASER 7 or TASER 10 plans begin on the date stated in the Quote. Each subscription term ends upon completion of the subscription stated in the Quote ("Subscription Term"). 2.2. Upon completion of the Subscription Term, the Subscription Term will automatically renew for an additional 5-year term ("Renewal Term"). For purchase of TASER 7 or TASER 10 as a standalone, Axon may increase pricing to its then-current list pricing for any Renewal Term. For all other purchases, Axon may increase pricing on all line items in the Quote by up to 3% at the beginning of each year of the Renewal Term. New devices and services may require additional terms. Axon will not authorize services until Axon receives a signed Quote or accepts a purchase order, whichever is first. 3. Payment. Axon invoices for Axon Devices upon shipment, or on the date specified within the invoicing plan in the Quote. Payment is due net 30 days from the invoice date. Axon invoices for Axon Cloud Services on an upfront annual basis prior to the beginning of the Subscription Term and upon the anniversary of the Subscription Term. Payment obligations are non-cancelable. Unless otherwise prohibited by law, Customer will pay interest on all past-due sums at the lower of one-and-a-half percent (1.5%) per month or the highest rate allowed by law. Customer will pay invoices without setoff, deduction, or withholding. If Axon sends a past due account to collections, Customer is responsible for collection and attorneys’ fees. 4. Taxes. Customer is responsible for sales and other taxes associated with the order unless Customer provides Axon a valid tax exemption certificate. 5. Shipping. Axon may make partial shipments and ship Axon Devices from multiple locations. All shipments are EXW (Incoterms 2020) via common carrier. Title and risk of loss pass to Customer upon Axon’s delivery to the common carrier. Customer is responsible for any shipping charges in the Quote. 6. Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as provided by state or federal law. 7. Warranty. 7.1. Limited Warranty. Axon warrants that Axon-manufactured Devices, except for TASER devices covered under the Taser Appendix, are free from defects in workmanship and materials for one (1) year from the date of Customer’s receipt, except Signal Sidearm which Axon warrants for thirty (30) months from Customer’s receipt and Axon-manufactured accessories, which Axon warrants for ninety (90) days from Customer’s receipt, respectively, from the date of Customer’s receipt. Extended warranties run from the expiration of the one- (1-) 745 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 2 of 50 year hardware warranty through the extended warranty term purchased. 7.2. Disclaimer. All software and Axon Cloud Services are provided "AS IS," without any warranty of any kind, either express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Axon Devices and Services that are not manufactured, published or performed by Axon ("Third-Party Products") are not covered by Axon’s warranty and are only subject to the warranties of the third-party provider or manufacturer. If Customer purchases Axon Loki, Customer acknowledges the Loki device is designed for operation in enclosed, controlled environments and must be used in compliance with all applicable laws and safety guidelines. Operation in open or unapproved areas may result in signal interfere nce, loss of control, or damage, and Axon assumes no liability for improper use, including any resulting harm or regulatory violations. 7.3. Claims. If Axon receives a valid warranty claim for an Axon -manufactured Device during the warranty term, Axon’s sole responsibility is to repair or replace the Axon-manufactured Device with the same or like Axon- manufactured Device, at Axon’s option. A replacement Axon-manufactured Device will be new or like new. Axon will warrant the replacement Axon-manufactured Device for the longer of (a) the remaining warranty of the original Axon-manufactured Device or (b) ninety (90) days from the date of repair or replacement. 7.3.1. If Customer exchanges an Axon Device or part, the replacement item becomes Customer’s property, and the replaced item becomes Axon’s property. Before delivering an Axon-manufactured Device for service, Customer must upload Axon-manufactured Device data to Axon Evidence or download it and retain a copy. Axon is not responsible for any loss of software, data, or other information contained in storage media or any part of the Axon-manufactured Device sent to Axon for service. 7.4. Spare Axon Devices. At Axon's reasonable discretion, Axon may provide Customer a predetermined number of spare Axon Devices as detailed in the Quote ("Spare Axon Devices"). Spare Axon Devices are intended to replace broken or non-functioning units while Customer submits the broken or non-functioning units, through Axon’s warranty return process. Axon will repair or replace the unit with a replacement Axon Device. Title and risk of loss for all Spare Axon Devices shall pass to Customer in accordance with shipping terms of this Agreement. Axon assumes no liability or obligation in the event Customer does not utilize Spare Axon Devices for the intended purpose. 7.5. Limitations. Axon’s warranty excludes damage related to: (a) failure to follow Axon Device use instructions; (b) Axon Devices used with equipment not manufactured or recommended by Axon; (c) abuse, misuse, or intentional damage to Axon Device; (d) force majeure; (e) Axon Devices repaired or modified by persons other than Axon without Axon’s written permission; or (f) Axon Devices with a defaced or removed serial number. Axon’s warranty will be void if Customer resells Axon Devices. 7.5.1. To the extent permitted by law, the above warranties and remedies are exclusive. Axon disclaims all other warranties, remedies, and conditions, whether oral , written, statutory, or implied. If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limited to the duration of the warranty described above and by the provisions in this Agreement. Customer confirms and agrees that, in deciding whether to sign this Agreement, Customer has not relied on any statement or representation by Axon or anyone acting on behalf of Axon related to the subject matter of this Agreement that is not in this Agreement. 7.5.2. Axon’s cumulative liability to any party for any loss or damage resulting from any claim, demand, or action arising out of or relating to this Agreement will not exceed the purchase price paid to Axon for the Axon Device, or if for Services, the amount paid for such Services over the twelve (12) months preceding the claim. Neither Party will be liable for special, indirect, incidental, punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory. 7.6. Online Support Platforms. Use of Axon's online support platforms (e.g., Axon Academy and MyAxon) is governed by the Axon Online Support Platforms Terms of Use Appendix available at www.axon.com/sales- terms-and-conditions. 7.7. Third-Party Software and Services. Use of software or services other than those provided by Axon is governed by the terms, if any, entered into between Customer and the respective third-party provider, including, without limitation, the terms applicable to such software or services located at www.axon.com/sales-terms- and-conditions, if any. 7.8. Axon Aid. Upon mutual agreement between Axon and Customer, Axon may provide certain products and services to Customer, as a charitable donation under the Axon Aid program. In such event, Customer expressly waives and releases any and all claims, now known or hereafter known, against Axon and its officers, directors, employees, agents, contractors, affiliates, successors, and assigns (collectively, "Releasees"), including but 746 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 3 of 50 not limited to, on account of injury, death, property damage, or loss of data, arising out of or attributable to the Axon Aid program whether arising out of the negligence of any Releasees or otherwise. Customer agrees not to make or bring any such claim against any Releasee, and forever release and discharge all Releasees from liability under such claims. Customer expressly allows Axon to publicly announce its participation in Axon Aid and use its name in marketing materials. Axon may terminate the Axon Aid program without cause immediately upon notice to the Customer. 8. Free Trial. 8.1. Trial Period and License. At any time during the Term, Customer and Axon may elect to enter a free trial of Axon Devices and Services new to the Customer for a designated period (“Trial Period”) as described in a quote issued (“Trial Quote”). During the Trial Period, Axon grants Customer a nonexclusive, terminable, non- transferable, license to use new Axon Devices and Services provided for trial to the Customer (“Trial Products”). Trial Products may include Axon beta software or firmware which additional terms may be required and included within the Trial Quote. Axon may limit the number of Trial Products Customer receives within the Trial Quote. Axon may supply refurbished Trial Products. ALL FREE TRIAL PRODUCTS INCLUDING, WITHOUT LIMITATION, AXON CLOUD SERVICES, ARE PROVIDED “AS IS” AND TO THE EXTENT NOT PROHIBITED BY LAW, AXON DISCLAIMS ALL LIABILITY REGARDLESS OF THE CLAIM. 8.2. Trial Quote Termination. Upon at least 10 business days’ prior written notice to Axon at any time prior to the end of the Trial Period, Customer may as its sole option, terminate the free Trial Period and underlying Trial Quote associated with the Trial Products for convenience. Customer’s rights to the Trial Products will immediately terminate at the end of the Trial Period, and Customer will return any Trial Products hardware to Axon within 10 days after the effective date of such termination or at the end of the Trial Period, excluding used CEW cartridges. If any individual component of the Trial Products is not returned, Axon will invoice Customer the MSRP of the unreturned items. Customer agrees to pay the invoice along with any applicable taxes and shipping. Customer will return the Trial Products to Axon in good working condition, minus normal wear and tear. Axon may charge Customer if there is damage beyond normal wear and tear. Any Customer Content shall be stored and returned pursuant to the Axon Cloud Services Terms of Use Appendix. 9. Statement of Work. Certain Axon Devices and Services, including, but not limited to, Axon Interview Room, Axon Channel Services, Axon Justice Implementation, FUSUS, and Axon Fleet, may require a Statement of Work that details Axon’s Service deliverables ("SOW"). In the event Axon provides an SOW to Customer, Axon is only responsible for the performance of Services described in the SOW. Additional services outside of the SOW, Quote, or this Agreement are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule. Any applicable SOW is incorporated into this Agreement by reference. 10. Axon Device Warnings. See www.axon.com/legal for the most current Axon Device warnings. 11. Design Changes. Axon may make design changes to any Axon Device or Service without notifying Customer or making the same change to Axon Devices and Services previously purchased by Customer. 12. Combined Offerings. Some offerings in a Quote combine existing and pre-released Axon Devices or Services. Some offerings may not be available at the time of Customer ’s purchase. Axon will not provide a refund, credit, or additional discount beyond what is in the Quote due to delay of availability or Customer ’s choice not to utilize any portion of a combined offering. 13. Insurance. Axon will maintain General Liability, Workers’ Compensation, and Automobile Liability insurance. Upon request, Axon will supply certificates of insurance. 14. IP Rights. Axon owns and reserves all right, title, and interest in Axon-manufactured Devices and Services and suggestions to Axon, including all related intellectual property rights. Customer will not cause any Axon proprietary rights to be violated. 15. IP Indemnification. Axon will indemnify Customer against all claims, losses, and reasonable expenses from any third-party claim alleging that the use of Axon-manufactured Devices, Axon Cloud Services or Axon software (“Axon Products”) infringes or misappropriates the third-party’s intellectual property rights. Customer must promptly provide Axon with written notice of such claim, tender to Axon the defense or settlement of such claim at Axon’s expense and cooperate fully with Axon in the defense or settlement of such claim. Axon’s IP indemnification obligations do not apply to claims based on (a) modification of Axon Products by Customer or a third-party not approved by Axon; (b) use of Axon Products in combination with hardware or services not approved by Axon; (c) use of Axon Products other than as permitted in this Agreement; or (d) use of Axon Products that is not the most current software release provided by Axon. 16. Customer Responsibilities. Customer is responsible for (a) Customer ’s use of Axon Devices; (b) Customer or a Customer authorized user’s breach of this Agreement or violation of applicable law; (c) disputes between Customer 747 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 4 of 50 and a third-party over Customer’s use of Axon Devices; (d) secure and sustainable destruction and disposal of Axon Devices at Customer’s cost; and (e) any regulatory violations or fines, as a result of improper destruction or disposal of Axon Devices. 17. Termination. 17.1. For Breach. A Party may terminate this Agreement for cause if it provides thirty (30) days written notice of the breach to the other Party, and the breach remains uncured thirty (30) days after written notice. If Customer terminates this Agreement due to Axon’s uncured breach, Axon will refund prepaid amounts on a prorated basis based on the effective date of termination. 17.2. By Customer. If sufficient funds are not appropriated or otherwise legally available to pay the fees, Customer may terminate this Agreement. Customer will deliver notice of termination under this section as soon as reasonably practicable. 17.3. Effect of Termination. Upon termination of this Agreement, Customer rights immediately terminate. Customer remains responsible for all fees incurred before the effective date of termination. If Customer purchases Axon Devices for less than the manufacturer’s suggested retail price ("MSRP") and this Agreement terminates before the end of the Term, Axon will invoice Customer the difference between the MSRP for Axon Devices procured, including any Spare Axon Devices, and amounts paid towards those Axon Devices. Only if terminating for non- appropriation, Customer may return Axon Devices to Axon within thirty (30) days of termination. MSRP is the standalone price of the individual Axon Device at the time of sale. For multiple Axon Devices that may be combined as a single offering on a Quote, MSRP is the standalone price of all individual components. 18. Confidentiality. "Confidential Information" means nonpublic information designated as confidential or, given the nature of the information or circumstances surrounding disclosure, should reasonably be understood to be confidential. Each Party will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of the other Party’s Confidential Information. Unless required by law, neither Party will disclose the other Party’s Confidential Information during the Term and for five (5) years thereafter. To the extent permissible by law, Axon pricing is Confidential Information and competition sensitive. If Customer receives a public records request to disclose Axon Confidential Information, to the extent allowed by law, Customer will provide notice to Axon before disclosure. Axon may publicly announce information related to this Agreement. 19. General. 19.1. Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party’s reasonable control. 19.2. Independent Contractors. The Parties are independent contractors. Neither Party has the authority to bind the other. This Agreement does not create a partnership, franchise, joint venture, Customer, fiduciary, or employment relationship between the Parties. 19.3. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement. 19.4. Non-Discrimination. Neither Party nor its employees will discriminate against any person based on race; religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status; age; national origin; ancestry; genetic information; disability; veteran status; or any class protected by local, state, or federal law. 19.5. Compliance with Laws. Each Party will comply with all applicable federal, state, and local laws, including without limitation, import and export control laws and regulations as well as firearm regulations and the Gun Control Act of 1968. Customer acknowledges that Axon Devices and Services are subject to U.S. and international export control laws, including the U.S. Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR). Customer represents and warrants that neither it nor any End User is a "Restricted Person," meaning any individual or entity that (1) is subject to U.S. sanctions or trade restrictions, (2) appears on any U.S. government restricted party list, (3) engages in prohibited weapons proliferation activities, or (4) is owned or controlled by, or acting on behalf of, such persons or entities. Customer must promptly notify Axon of any change in status, and Axon may terminate this Agreement if Customer or any End User becomes a Restricted Person or violates export laws. 19.6. Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent. Axon may assign this Agreement, its rights, or obligations without consent: (a) to an affiliate or subsidiary; or (b) for purposes of financing, merger, acquisition, corporate reorganization, or sale of all or substantially all its assets. This Agreement is binding upon the Parties respective successors and assigns. 748 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 5 of 50 19.7. Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right. 19.8. Severability. If a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable, the remaining portions of this Agreement will remain in effect. 19.9. Survival. The following sections will survive termination: Payment, Warranty, Axon Device Warnings, Indemnification, IP Rights, Customer Responsibilities and any other Sections detailed in the survival sections of the Appendices. 19.10. Governing Law. The laws of the country, state, province, or municipality where Customer is physically located, without reference to conflict of law rules, govern this Agreement and any dispute arising from it. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. 19.11. Notices. All notices must be in English. Notices posted on Customer’s Axon Evidence site are effective upon posting. Notices by email are effective on the sent date of the email. Notices by personal delivery are effective immediately. Notices to Customer shall be provided to the address on file with Axon. Notices to Axon shall be provided to Axon Enterprise, Inc. Attn: Legal, 17800 North 85th Street, Scottsdale, Arizona 85255 with a copy to legal@axon.com. 19.12 Entire Agreement. This Agreement, the Appendices, including any applicable Appendices not attached herein for the products and services purchased, which are incorporated by reference and located in the Master Purchasing and Services Agreement located at https://www.axon.com/sales-terms-and-conditions,Quote and any SOW(s), represents the entire agreement between the Parties. This Agreement supersedes all prior agreements or understandings, whether written or verbal, regarding the subject matter of this Agreement. This Agreement may only be modified or amended in a writing signed by the Parties. Each Party, by and through its respective representative authorized to execute this Agreement, has duly executed and delivered this Agreement as of the date of signature. AXON: CUSTOMER: Axon Enterprise, Inc. Signature: Signature: Name: Name: Title: Title: Date: Date: 749 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 6 of 50 Axon Cloud Services Terms of Use Appendix 1. Definitions. 1.1. “Data Controller” means the natural or legal person, public authority, or any other body which alone or jointly with others determines the purposes and means of the processing of Personal Data. 1.2. “Data Processor” means a natural or legal person, public authority or any other body which processes Personal Data on behalf of the Data Controller. 1.3. "Customer Content" is data uploaded into, ingested by, or created in Axon Cloud Services within Customer’s tenant, including media or multimedia uploaded into Axon Cloud Services by Customer. Customer Content includes Evidence but excludes Non-Content Data. 1.4. "Evidence" is media or multimedia uploaded into Axon Evidence as 'evidence' by Customer. Evidence is a subset of Customer Content. 1.5. “End User” means the natural person subject to Customer’s authorized license grant who ultimately uses the Cloud Services as provided under this Agreement. End Users must adhere to the terms of use and are subject to any usage restrictions or limitations specified in this Agreement. 1.6. "Non-Content Data" is data, configuration, and usage information about Customer’s Axon Cloud Services tenant, Axon Devices and client software, and users that is transmitted or generated when using Axon Devices. Non- Content Data includes data about users captured during account management and customer support activities. Non-Content Data does not include Customer Content. 1.7. "Personal Data" means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. 1.8. "Provided Data" means de-identified, de-personalized, data derived from Customer's TASER energy weapon deployment reports, related TASER energy weapon logs, body-worn camera footage, and incident reports. 1.9. “Subprocessor” means any third party engaged by the Data Processor to assist in data processing activities that the Data Processor is carrying out on behalf of the Data Controller. 1.10. "Transformed Data" means the Provided Data used for the purpose of quantitative evaluation of the performance and effectiveness of TASER energy weapons in the field across a variety of circumstances. 2. Access. Upon Axon granting Customer a subscription to Axon Cloud Services, Customer may access and use Axon Cloud Services to store and manage Customer Content. Customer may not exceed more End Users than the Quote specifies. Axon Air requires an Axon Evidence subscription for each drone operator. For Axon Evidence access granted solely for TASER, Customer may access and use Axon Evidence only to store and manage TASER CEW and TASER CAM data ("TASER Data") and Customer may not upload non-TASER Data to Axon Evidence 3. Customer Owns Customer Content. Customer controls and owns all rights, title, and interest in Customer Content. Except as outlined herein, Axon obtains no interest in Customer Content, and Customer Content is not Axon’s business records. Customer is solely responsible for uploading, sharing, managing, and deleting Customer Content. Axon will only have access to Customer Content for the limited purposes set forth herein. Customer agrees to allow Axon access to Customer Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreement or policies governing use of the Axon products. 4. Security. Axon will implement commercially reasonable and appropriate measures to secure Customer Content against accidental or unlawful loss, access or disclosure. Axon will maintain a comprehensive information security program to protect Axon Cloud Services and Customer Content including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; encryption of uploaded digital evidence; security education; and data protection. Axon agrees to the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum for its digital evidence or records management systems . 5. Customer Responsibilities. Customer is responsible for (a) ensuring Customer owns Customer Content or has the necessary rights to use Customer Content (b) ensuring no Customer Content or Customer End User’s use of Customer Content or Axon Cloud Services violates this Agreement or applicable laws; (c) maintaining necessary 750 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 7 of 50 computer equipment and Internet connections for use of Axon Cloud Services and (d) verify the accuracy of any auto generated or AI-generated reports. If Customer becomes aware of any violation of this Agreement by an End User, Customer will immediately terminate that End User’s access to Axon Cloud Services. 5.1. Customer will also maintain the security of End User usernames and passwords and security and access by end users to Customer Content. Customer is responsible for ensuring the configuration and utilization of Axon Cloud Services meet applicable Customer regulation and standards. Customer may not sell, transfer, or sublicense access to any other entity or person. If Customer provides access to unauthorized third-parties, Axon may assess additional fees along with suspending Customer’s access. Customer shall contact Axon immediately if an unauthorized party may be using Customer’s account or Customer Content, or if account information is lost or stolen. 5.2 To the extent Customer uses the Axon Cloud Services to interact with YouTube®, such use may be governed by the YouTube Terms of Service, available at https://www.youtube.com/static?template=terms. 6. Privacy. Customer’s use of Axon Cloud Services is subject to the Axon Cloud Services Privacy Policy, a current version of which is available at https://www.axon.com/legal/cloud-services-privacy-policy. Customer agrees to allow Axon access to Non-Content Data from Customer to (a) perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, develop, improve, and support current and future Axon products and related services; and (c) enforce this Agreement or policies governing the use of Axon products. 7. Axon Body Wi-Fi Positioning. Axon Body cameras may offer a feature to enhance location services where GPS/GNSS signals may not be available, for instance, within buildings or underground. Customer administrators can manage their choice to use this service within the administrative features of Axon Cloud Services. If Customer chooses to use this service, Axon must also enable the usage of the feature for Customer’s Axon Cloud Services tenant. Customer will not see this option with Axon Cloud Services unless Axon has enabled Wi-Fi Positioning for Customer’s Axon Cloud Services tenant. 8. Storage. For Axon Unlimited Device Storage subscriptions, Customer may store unlimited data in Customer's Axon Evidence account only if the Axon Device data is shared to Customer through Axon Evidence from a partner agency using Axon Evidence, or the data originates from Axon Capture or an Axon Device. Axon may charge Customer additional fees for exceeding purchased storage amounts. Axon may place Customer Content that Customer has not viewed or accessed for six (6) months into archival storage. Customer Content in archival storage will not have immediate availability and may take up to twenty-four (24) hours to access. 9. Third-Party Unlimited Storage. For Third-Party Unlimited Storage the following restrictions apply: (i) it may only be used in conjunction with a valid Axon Evidence user license; (ii) is limited to data of the law enforcement Customer that purchased the Third-Party Unlimited Storage and the Axon Evidence End User; (iii) Customer is prohibited from storing data for other customers or law enforcement agencies; and (iv) Customer may only upload and store data that is directly related to (1) the investigation of, or the prosecution or defense of a crime, (2) common law enforcement activities, or (3) any Customer Content created by Axon Devices or Axon Evidence. 10. Location of Storage. Axon may transfer Customer Content to third-party subprocessors for storage. Axon will determine the locations of data centers for storage of Customer Content. If Customer is located in the United States, Canada, or Australia, Axon will ensure all Customer Content stored in Axon Cloud Services remains in the country where Customer is located. Ownership of Customer Content remains with Customer. 11. Suspension. Axon may temporarily suspend Customer’s or any End User’s right to access or use any portion or all of Axon Cloud Services immediately upon notice, if Customer or End User’s use of or registration for Axon Cloud Services may (a) pose a security risk to Axon Cloud Services or any third-party; (b) adversely impact Axon Cloud Services, the systems, or content of any other customer; (c) subject Axon, Axon’s affiliates, or any third-party to liability; or (d) be fraudulent. Customer remains responsible for all fees incurred through suspension. Axon will not delete Customer Content because of suspension, except as specified in this Agreement. 12. Axon Cloud Services Warranty. Axon disclaims any warranties or responsibility for data corruption or errors before Customer uploads data to Axon Cloud Services. Service Offerings will be subject to the Axon Cloud Services Service Level Agreement, a current version of which is available at https://www.axon.com/products/axon -evidence/sla. 13. Roles of the Parties. To the extent that Customer is the Data Controller of Personal Data, Axon is its Data Processor. To the extent that Customer is a Data Processor of Personal Data, Axon is its Subprocessor. Notwithstanding the foregoing, to the extent any usage data (including query logs and metadata) and/or operations data (including billing and support data) in connection with Customer’s use of the Services (collectively “Usage and Operations Data”) is 751 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 8 of 50 considered Personal Data, Axon is an independent Data Controller and shall Process such data in accordance with the Agreement and applicable data protection laws to develop, improve, support, and operate its products and services. For the avoidance of doubt, Axon will not disclose any Usage and Operations Data that includes confidential information with a third party except (a) in accordance with the relevant confidentiality provisions in the Agreement, or (b) to the extent the Usage and Operations Data is, in accordance with applicable data protection laws, anonymized, de-identified, and/or aggregated such that it can no longer directly or indirectly identify Customer or any particular individual. 14. TASER Data Science Program. Axon will provide a quantitative evaluation on the performance and effectiveness of TASER energy weapons in the field across a variety of circumstances. If Customer purchases the TASER Data Science Program, Customer grants Axon, its affiliates, and assignees an irrevocable, perpetual, fully paid, royalty-free, and worldwide right and license to use Provided Data solely for the purposes of this Agreement and to create Transformed Data. Customer shall own all rights and title to Provided Data. Axon shall own all rights and title to Transformed Data and any derivatives of Transformed Data. Axon grants to Customer an irrevocable, perpetual, fully paid, royalty-free, license to use to TASER Data Science report provided to Customer for its own internal purposes. The Data Science report is provided “as is” and without any warranty of any kind. In the event Customer seeks Axon’s deletion of Provided Data, it may submit a request to privacy@axon.com. Where reasonably capable of doing so, Axon will implement the request but at a minimum will not continue to collect Provided Data from Customer. 15. Axon Records. Axon Records is the software-as-a-service product that is generally available at the time Customer purchases an OSP 7 or OSP 10 plan. During Customer’s Axon Records Subscription Term, if any, Customer will be entitled to receive Axon’s Update and Upgrade releases on an if-and-when available basis. 15.1. , The Axon Record subscription begins on the later of the (1) start date of the Quote, or (2) the date Axon provisions Axon Records to Customer. The Axon Records Subscription Term will end upon the completion of the Axon Records Subscription as documented in the Quote, or if purchased as part of an OSP 7 or OSP 10 plan, upon completion of the OSP 7 or OSP 10 Term ("Axon Records Subscription Term") 15.2. An "Update" is a generally available release of Axon Records that Axon makes available from time to time. An "Upgrade" includes (i) new versions of Axon Records that enhance features and functionality, as solely determined by Axon; and/or (ii) new versions of Axon Records that provide additional features or perform additional functions. Upgrades exclude new products that Axon introduces and markets as distinct products or applications. 15.3. New or additional Axon products and applications, as well as any Axon professional services needed to configure Axon Records, are not included as part of the Axon Records Subscription. 15.4. End Users of Axon Records may upload files to entities (incidents, reports, cases, etc) in Axon Records with no limit to the number of files and amount of storage. Notwithstanding the foregoing, Axon may limit usage should the Customer exceed an average rate of one-hundred (100) GB per user per year of uploaded files. Axon will not bill for overages. 16. Axon Cloud Services Restrictions. Customer and Customer End Users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to: 16.1. copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud Services; 16.2. reverse engineer, disassemble, or decompile Axon Cloud Services or apply any process to derive any source code included in Axon Cloud Services, or allow others to do the same; 16.3. access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; 16.4. use Axon Cloud Services as a service bureau, or as part of a Customer infrastructure as a service; 16.5. use trade secret information contained in Axon Cloud Services, except as expressly permitted in this Agreement; 16.6. access Axon Cloud Services to build a competitive device or service or copy any features, functions, or graphics of Axon Cloud Services; 752 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 9 of 50 16.7. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon’s or Axon’s licensors on or within Axon Cloud Services; or 16.8. use Axon Cloud Services to store or transmit infringing, libelous, or other unlawful or tortious material; material in violation of third-party privacy rights; or malicious code. 16.9. Draft One. Axon may impose usage restrictions if a single user generates more than three hundred (300) reports per month for two or more consecutive months. 17. After Termination. Axon will not delete Customer Content for ninety (90) days following termination. Axon Cloud Services will not be functional during these ninety (90) days other than the ability to retrieve Customer Content. Customer will not incur additional fees if Customer downloads Customer Content from Axon Cloud Services during this time. Axon has no obligation to maintain or provide Customer Content after these ninety (90) days and will thereafter, unless legally prohibited, delete all Customer Content. Upon request, Axon will provide written proof that Axon successfully deleted and fully removed all Customer Content from Axon Cloud Services. 18. Post-Termination Assistance. Axon will provide Customer with the same post-termination data retrieval assistance that Axon generally makes available to all customers. Requests for Axon to provide additional assistance in downloading or transferring Customer Content, including requests for Axon’s data egress service, will result in additional fees and Axon will not warrant or guarantee data integrity or readability in the external system. 19. U.S. Government Rights. If Customer is a U.S. Federal department or using Axon Cloud Services on behalf of a U.S. Federal department, Axon Cloud Services is provided as a "commercial item," "commercial computer software," "commercial computer software documentation," and "technical data", as defined in the Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement. If Customer is using Axon Cloud Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, Customer will immediately discontinue use of Axon Cloud Services. 20. Survival. Upon any termination of this Agreement, the following sections in this Appendix will survive: Customer Owns Customer Content, Privacy, Storage, Axon Cloud Services Warranty, Customer Responsibilities and Axon Cloud Services Restrictions. 753 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 10 of 50 Axon Customer Experience Improvement Program Appendix 1. Axon Customer Experience Improvement Program (ACEIP). The ACEIP is designed to accelerate Axon’s development of technology, such as building and supporting automated features, to ultimately increase safety within communities and drive efficiency in public safety. To this end, subject to the limitations on Axon as described below, Axon, where allowed by law, may make limited use of Customer Content from all of its customers to provide, develop, improve, and support current and future Axon products (collectively, "ACEIP Purposes"). However, at all times, Axon will comply with its obligations pursuant to the Axon Cloud Services Terms of Use Appendix to maintain a comprehensive data security program (including compliance with the CJIS Security Policy for Criminal Justice Information), privacy program, and data governance policy, including high industry standards of de -identifying Personal Data, to enforce its security and privacy obligations for the ACEIP. ACEIP has 2 tiers of participation, Tier 1 and Tier 2. By default, Customer will be a participant in ACEIP Tier 1. If Customer does not want to participate in ACEIP Tier 1, Customer can revoke its consent at any time. If Customer wants to participate in Tier 2, as detailed below, Customer can check the ACEIP Tier 2 box below. If Customer does not want to participate in ACEIP Tier 2, Customer should leave box unchecked. At any time, Customer may revoke its consent to ACEIP Tier 1, Tier 2, or both Tiers. 2. ACEIP Tier 1. 2.1. When Axon uses Customer Content for the ACEIP Purposes, Axon will extract from Customer Content and may store separately copies of certain segments or elements of the Customer Content (collectively, "ACEIP Content"). When extracting ACEIP Content, Axon will use commercially reasonable efforts to aggregate, transform or de-identify Customer Content so that the extracted ACEIP Content is no longer reasonably capable of being associated with, or could reasonably be linked directly or indirectly to a particular individual ("Privacy Preserving Technique(s)"). For illustrative purposes, some examples are described in footnote 11. For clarity, ACEIP Content will still be linked indirectly, with an attribution, to the Customer from which it was extracted. This attribution will be stored separately from the data itself, but is necessary for and will be solely used to enable Axon to identify and delete all ACEIP Content upon Customer request. Once de-identified, ACEIP Content may then be further modified, analyzed, and used to create derivative works. At any time, Customer may revoke the consent granted herein to Axon to access and use Customer Content for ACEIP Purposes. Within 30 days of receiving the Customer ’s request, Axon will no longer access or use Customer Content for ACEIP Purposes and will delete any and all ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to Customer. In addition, if Axon uses Customer Content for the ACEIP Purposes, upon request, Axon will make available to Customer a list of the specific type of Customer Content being used to generate ACEIP Content, the purpose of such use, and the retention, privacy preserving extraction technique, and relevant data protection practices applicable to the Customer Content or ACEIP Content ("Use Case"). From time to time, Axon may develop and deploy new Use Cases. At least 30 days prior to authorizing the deployment of any new Use Case, Axon will provide Customer notice (by updating the list of Use Case at https://www.axon.com/aceip and providing Customer with a mechanism to obtain notice of that update or another commercially reasonable method to Customer designated contact) ("New Use Case"). 2.2. Expiration of ACEIP Tier 1. Customer consent granted herein will expire upon termination of the Agreement. In accordance with section 1.1.1, within 30 days of receiving the Customer’s request, Axon will no longer access or use Customer Content for ACEIP Purposes and will delete ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to, Customer. 3. ACEIP Tier 2. In addition to ACEIP Tier 1, if Customer wants to help further improve Axon’s services, Customer may choose to participate in Tier 2 of the ACEIP. ACEIP Tier 2 grants Axon certain additional rights to use Customer 1 For example; (a) when extracting specific text to improve automated transcription capabilities, text that could be used to di rectly identify a particular individual would not be extracted, and extracted text would be disassociated from identifying metadata of any speakers, and the extracted text would be split into individual words and aggregated with other data sources (including publicly available data) to remove any reasonable ability to link any specific text directly or indirectly back to a particular individual; (b) when extracting license plate data to improve Automated License Plate Recognition (ALPR) capabilities, individual license plate characters would be e xtracted and disassociated from each other so a complete plate could not be reconstituted, and all association to other elements of the source video, such as the vehicle, location, time, and the surrounding environment would also be removed; (c) when extracting audio of potential acoustic events (such as glass breaking or gun shots), very short segments (<1 second) of audio that only contains the likely acoustic events would be extracted and all human utterances would be removed. 754 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 11 of 50 Content, in addition to those set forth in Tier 1 above, without the guaranteed deployment of a Privacy Preserving Technique to enable product development, improvement, and support that cannot be accomplished with aggregated, transformed, or de-identified data. ☐ Check this box if Customer wants to help further improve Axon’s services by participating in ACEIP Tier 2 in addition to Tier 1. Axon will not enroll Customer into ACEIP Tier 2 until Axon and Customer agree to terms in writing providing for such participation in ACEIP Tier 2. 755 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 12 of 50 Professional Services Appendix If any of the Professional Services specified below are included on the Quote, this Appendix applies. 1. Utilization of Services. Customer must use professional services as outlined in the Quote and this Appendix within six (6) months of the Effective Date. 2. Axon Full Service (Axon Full Service). Axon Full Service includes advance remote project planning and configuration support and up to four (4) consecutive days of on-site service and a professional services manager to work with Customer to assess Customer ’s deployment and determine which on-site services are appropriate. If Customer requires more than four (4) consecutive on-site days, Customer must purchase additional days. Axon Full Service options include: System set up and configuration • Instructor-led setup of Axon View on smartphones (if applicable) • Configure categories and custom roles based on Customer need • Register cameras to Customer domain • Troubleshoot IT issues with Axon Evidence and Axon Dock ("Dock") access • One on-site session included Dock configuration • Work with Customer to decide the ideal location of Docks and set configurations on Dock • Authenticate Dock with Axon Evidence using admin credentials from Customer • On-site assistance, not to include physical mounting of docks Best practice implementation planning session • Provide considerations for the establishment of video policy and system operations best practices based on Axon’s observations with other customers • Discuss the importance of entering metadata in the field for organization purposes and other best practices for digital data management • Provide referrals of other customers using the Axon camera devices and Axon Evidence • Recommend rollout plan based on review of shift schedules System Admin and troubleshooting training sessions Step-by-step explanation and assistance for Customer’s configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence Axon instructor training (Train the Trainer) Training for Customer ’s in-house instructors who can support Customer ’s Axon camera and Axon Evidence training needs after Axon has fulfilled its contractual on-site obligations Evidence sharing training Tailored workflow instruction for Investigative Units on sharing cases and evidence with local prosecuting agencies Users go-live training and support sessions • Assistance with device set up and configuration • Training on device use, Axon Evidence, and Evidence Sync Implementation document packet Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide Post go-live review 3. Body-Worn Camera Starter Service (Axon Starter). Axon Starter includes advance remote project planning and configuration support and one (1) day of on-site Services and a professional services manager to work closely with Customer to assess Customer ’s deployment and determine which Services are appropriate. If Customer requires more than one (1) day of on-site Services, Customer must purchase additional on-site Services. The Axon Starter options include: System set up and configuration (Remote Support) • Instructor-led setup of Axon View on smartphones (if applicable) • Configure categories & custom roles based on Customer need 756 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 13 of 50 • Troubleshoot IT issues with Axon Evidence and Dock access Dock configuration • Work with Customer to decide the ideal location of Dock setup and set configurations on Dock • Authenticate Dock with Axon Evidence using "Administrator" credentials from Customer • Does not include physical mounting of docks Axon instructor training (Train the Trainer) Training for Customer ’s in-house instructors who can support Customer ’s Axon camera and Axon Evidence training needs after Axon’s has fulfilled its contracted on-site obligations User go-live training and support sessions • Assistance with device set up and configuration • Training on device use, Axon Evidence, and Evidence Sync Implementation document packet Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide 4. Body-Worn Camera Virtual 1-Day Service (Axon Virtual). Axon Virtual includes all items in the BWC Starter Service Package, except one (1) day of on-site services. 5. CEW Services Packages. CEW Services Packages are detailed below: System set up and configuration • Configure Axon Evidence categories & custom roles based on Customer need. • Troubleshoot IT issues with Axon Evidence. • Register users and assign roles in Axon Evidence. • For the CEW Full Service Package: On-site assistance included • For the CEW Starter Package: Virtual assistance included Dedicated Project Manager Assignment of specific Axon representative for all aspects of planning the rollout (Project Manager). Ideally, Project Manager will be assigned to Customer 4–6 weeks before rollout Best practice implementation planning session to include: • Provide considerations for the establishment of CEW policy and system operations best practices based on Axon’s observations with other customers • Discuss the importance of entering metadata and best practices for digital data management • Provide referrals to other customers using TASER CEWs and Axon Evidence • For the CEW Full Service Package: On-site assistance included • For the CEW Starter Package: Virtual assistance included System Admin and troubleshooting training sessions On-site sessions providing a step-by-step explanation and assistance for Customer’s configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence Axon Evidence Instructor training • Provide training on the Axon Evidence to educate instructors who can support Customer’s subsequent Axon Evidence training needs. • For the CEW Full Service Package: Training for up to 3 individuals at Customer • For the CEW Starter Package: Training for up to 1 individual at Customer TASER CEW inspection and device assignment Axon’s on-site professional services team will perform functions check on all new TASER CEW Smart weapons and assign them to a user on Axon Evidence. Post go-live review For the CEW Full Service Package: On-site assistance included. For the CEW Starter Package: Virtual assistance included. 6. Smart Weapon Transition Service. The Smart Weapon Transition Service includes: Archival of CEW Firing Logs Axon’s on-site professional services team will upload CEW firing logs to Axon Evidence from all TASER CEW Smart Weapons that Customer is replacing with newer Smart Weapon models. 757 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 14 of 50 Return of Old Weapons Axon’s on-site professional service team will ship all old weapons back to Axon’s headquarters. Axon will provide Customer with a Certificate of Destruction *Note: CEW Full Service packages for TASER 7 or TASER 10 include Smart Weapon Transition Service instead of 1-Day Device Specific Instructor Course. 7. VR Services Package. VR Service includes advance remote project planning and configuration support and one (1) day of on-site service and a professional services manager to work with Customer to assess Customer's deployment and determine which Services are appropriate. The VR Service training options include: System set up and configuration (Remote Support) • Instructor-led setup of Axon VR headset content • Configure Customer settings based on Customer need • Troubleshoot IT issues with Axon VR headset Axon instructor training (Train the Trainer) Training for up to five (5) Customer's in-house instructors who can support Customer's Axon VR CET and SIM training needs after Axon’s has fulfilled its contracted on-site obligations Classroom and practical training sessions Step-by-step explanation and assistance for Customer's configuration of Axon VR CET and SIM functionality, basic operation, and best practices 8. Axon Air, On-Site Training. Axon Air, On-Site training includes advance remote project planning and configuration support and one (1) day of on-site Services and a professional services manager to work closely with Customer to assess Customer's deployment and determine which Services are appropriate. If Customer requires more than one (1) day of on-site Services, Customer must purchase additional on-site Services. The Axon Air, On-Site training options include: System set up and configuration (Remote Support) • Instructor-led setup of Axon Air App (ASDS) • Configure Customer settings based on Customer need • Configure drone controller • Troubleshoot IT issues with Axon Evidence Axon instructor training (Train the Trainer) Training for Customer's in-house instructors who can support Customer's Axon Air and Axon Evidence training needs after Axon’s has fulfilled its contracted on-site obligations Classroom and practical training sessions Step-by-step explanation and assistance for Customer's configuration of Axon Respond+ livestreaming functionality, basic operation, and best practices 9. Axon Air, Virtual Training. Axon Air, Virtual training includes all items in the Axon Air, On-Site Training Package, except the practical training session, with the Axon Instructor training for up to four hours virtually. 10. Signal Sidearm Installation Service. a. Purchases of 50 SSA units or more: Axon will provide one (1) day of on-site service and one professional services manager and will provide train the trainer instruction, with direct assistance on the first of each unique holster/mounting type. Customer is responsible for providing a suitable work/training area. b. Purchases of less than 50 SSA units: Axon will provide a 1-hour virtual instruction session on the basics of installation and device calibration. 11. Axon Justice Implementation. Axon Justice Implementation includes advanced remote project planning, configuration support, and training. Axon Justice Implementation includes: System set up and configuration • Axon performs discovery to understand and document the Agency’s needs. • Axon collaborates with the Client to configure workflows, permissions, and privileges within Axon Evidence based on the Client’s needs. • Axon will facilitate a workflow discussion with the core admin team. 758 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 15 of 50 Disclosures • Axon enables the Client to share digital evidence to the defense through the following methods as determined by Client and Axon: 1. Public Defender Case Sharing 2. Disclosure Portal 3. Download Links Training • Agency Trainers. Axon works with the Agency to identify the Agency trainers receiving instruction on the product. Axon provides a training guide that outlines the covered topics, intended audience, facility needs, and duration of the training. Axon will schedule a cadence of remote training sessions as needed, which are not to exceed three (3) 2-hour training sessions for Agency staff. Each session can accommodate up to 20 users and will train them in full system functionality. Training sessions provided by Axon are conducted on consecutive weekdays (Tuesday-Thursday) during normal business hours (9am-6pm with an hour break in between sessions). After the initial training, is responsible for any future training. Axon provides all training materials for successful training. • Partner Agencies: Axon will provide Train the Trainer training to the Agency so that it is equipped to train and support their partner agencies. Ensuring the partner agencies are trained to follow the ingestion method is the Agency’s responsibility. Go-Live Plan Axon works in partnership with the Agency to build, coordinate, and execute a Go-Live plan to ensure successful system acceptance. Axon coordinates the Go-Live event. Implementation document packet Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide Post go-live review 12. Out of Scope Services. Axon is only responsible to perform the professional services described in the Quote, this Appendix, and any applicable SOW. Any additional professional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in the charges or schedule. 13. Delivery of Services. Axon personnel will work Monday through Friday, 8:30 a.m. to 5:30 p.m., except holidays. Axon will perform all on-site tasks over a consecutive timeframe. Axon will not charge Customer travel time by Axon personnel to Customer premises as work hours. 14. Access Computer Systems to Perform Services. Customer authorizes Axon to access relevant Customer computers and networks, solely for performing the Services. Axon will work to identify as soon as reasonably practicable resources and information Axon expects to use and will provide an initial itemized list to Customer. Customer is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Customer. 15. Site Preparation. Axon will provide a hardcopy or digital copy of current user documentation for the Axon Devices ("User Documentation"). User Documentation will include all required environmental specifications for the professional services and Axon Devices to operate per the Axon Device User Documentation. Before installation of Axon Devices (whether performed by Customer or Axon), Customer must prepare the location(s) where Axon Devices are to be installed ("Installation Site") per the environmental specifications in the Axon Device User Documentation. Following installation, Customer must maintain the Installation Site per the environmental specifications. If Axon modifies Axon Device User Documentation for any Axon Devices under this Agreement, Axon will provide the update to Customer when Axon generally releases it 16. Acceptance. When Axon completes professional services, Axon will present an acceptance form ("Acceptance Form") to Customer. Customer will sign the Acceptance Form acknowledging completion. If Customer reasonably believes Axon did not complete the professional services in substantial conformance with this Agreement, Customer must notify Axon in writing of the specific reasons for rejection within seven (7) calendar days from delivery of the Acceptance Form. Axon will address the issues and re-present the Acceptance Form for signature. If Axon does not receive the signed Acceptance Form or written notification of reasons for rejection within seven (7) calendar days of 759 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 16 of 50 delivery of the Acceptance Form, Axon will deem Customer to have accepted the professional services. 17. Customer Network. For work performed by Axon transiting or making use of Customer ’s network, Customer is solely responsible for maintenance and functionality of the network. In no event will Axon be liable for loss, damage, or corruption of Customer ’s network from any cause. 760 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 17 of 50 Technology Assurance Plan Appendix If Technology Assurance Plan ("TAP") or a combined offering including TAP is on the Quote, this appendix applies. 1. TAP Warranty. The TAP specific warranty is an extended warranty that starts at the end of the one- (1-) year hardware limited warranty. 2. Officer Safety Plan. If Customer purchases an Officer Safety Plan ("OSP"), Customer will receive the deliverables detailed in the Quote. Customer must accept delivery of the TASER CEW and accessories as soon as available from Axon. 3. OSP 7 or OSP 10 Term. OSP 7 or OSP 10 begins on the date specified in the Quote ("OSP Term"). 4. TAP BWC Refresh. If Customer has no outstanding payment obligations and purchased TAP, Axon will provide Customer a new Axon body-worn camera ("BWC Refresh") as scheduled in the Quote. If Customer purchased TAP, Axon will provide a BWC Refresh that is the same or like Axon Device, at Axon’s option. Axon makes no guarantee the BWC Refresh will utilize the same accessories or Axon Dock. 5. TAP Dock Refresh. If Customer has no outstanding payment obligations and purchased TAP, Axon will provide Customer a new Axon Dock as scheduled in the Quote ("Dock Refresh"). Accessories associated with any Dock Refreshes are subject to change at Axon discretion. Dock Refreshes will only include a new Axon Dock Bay configuration unless a new Axon Dock core is required for BWC compatibility. If Customer originally purchased a single-bay Axon Dock, the Dock Refresh will be a single-bay Axon Dock model that is the same or like Axon Device, at Axon’s option. If Customer originally purchased a multi-bay Axon Dock, the Dock Refresh will be a multi-bay Axon Dock that is the same or like Axon Device, at Axon’s option. 6. Refresh Delay. Axon may ship the BWC and Dock Refreshes as scheduled in the Quote without prior confirmation from Customer unless the Parties agree in writing otherwise at least ninety (90) days in advance. Axon may ship the final BWC and Dock Refreshes as scheduled in the Quote sixty (60) days before the end of the Subscription Term without prior confirmation from Customer. 7. Upgrade Change. If Customer wants to upgrade Axon Device models from the current Axon Device to an upgraded Axon Device, Customer must pay the price difference between the MSRP for the current Axon Device and the MSRP for the upgraded Axon Device. If the model Customer desires has an MSRP less than the MSRP of the offered BWC Refreshes or Dock Refresh, Axon will not provide a refund. The MSRP is the MSRP in effect at the time of the upgrade. 8. Return of Original Axon Device. Within thirty (30) days of receiving a BWC or Dock Refresh, Customer must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon including serial numbers for the destroyed Axon Devices. If Customer does not return or destroy the Axon Devices, Axon will deactivate the serial numbers for the Axon Devices received by Customer. 9. Termination. If Customer’s payment for TAP, OSP, or Axon Evidence is more than thirty (30) days past due, Axon may terminate TAP or OSP. Once TAP or OSP terminates for any reason: 9.1. TAP and OSP coverage terminate as of the date of termination and no refunds will be given. 9.2. Axon will not and has no obligation to provide the Upgrade Models. 9.3. Customer must make any missed payments due to the termination before Customer may purchase any future TAP or OSP. 761 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 18 of 50 TASER Device Appendix This TASER Device Appendix applies to Customer’s TASER 7/ 10, OSP 7/10, OSP Plus, or OSP 7/10 Plus Premium purchase from Axon, if applicable. 1. Duty Cartridge Replenishment Plan. If the Quote includes "Duty Cartridge Replenishment Plan", Customer must purchase the plan for each CEW user. A CEW user includes officers that use a CEW in the line of duty and those that only use a CEW for training. Customer may not resell cartridges received. Axon will only replace cartridges used in the line of duty. 2. Training. If the Quote includes a TASER On Demand Certification subscription, Customer will have on-demand access to TASER Instructor and TASER Master Instructor courses only for the duration of the TASER Subscription Term. Axon will issue a maximum of ten (10) TASER Instructor vouchers and ten (10) TASER Master Instructor vouchers for every thousand TASER Subscriptions purchased. Customer shall utilize vouchers to register for TASER courses at their discretion; however, Customer may incur a fee for cancellations less than 10 business days prior to a course date or failure to appear to a registered course. The voucher has no cash value. Customer cannot exchange voucher for any other Device or Service. Any unused vouchers at the end of the Term will be forfeited. A voucher does not include any travel or other expenses that might be incurred related to attending a course. 3. Limited Warranty. 3.1. “Deployment” means use of the TASER weapon resulting in the discharge of the conducted energy weapon (“CEW”) cartridge probe. For TASER 10 each probe discharged is consider one Deployment and for TASER 7 the dual probe discharged is considered one Deployment. 3.2. Single User Warranty. If the TASER Device is assigned and used by a single user, Axon warrants that Axon- manufactured TASER Device is free from defects in workmanship and materials for the earlier of: (i) one (1) year from the date of Customer’s receipt or (ii) 100 Deployments per year or a total of 500 Deployments over 5 years. 3.3. Pooled User Warranty. If the TASER Device is assigned and used by multiple users, Axon warrants that Axon-manufactured TASER Device is free from defects in workmanship and materials for the earlier of: (i) one (1) year from the date of Customer’s receipt or (ii) 100 Deployments per year or a total of 500 Deployments over 5 years. 3.4. Training User Devices. If the TASER Device is used for training, Axon warrants that Axon-manufactured TASER Device is free from defects in workmanship and materials for the earlier of: (i) one (1) year from the date of Customer’s receipt or (ii) 100 Deployments per year or a total of 500 Deployments over 5 years. 3.5. CEW Cartridges. Used CEW cartridges are deemed to have operated properly. 3.6. Miscellaneous. The following sections the Warranty Section in the MSPA shall apply to the TASER Devices: Disclaimer, Claims, Spare Axon Devices and Limitations. 3.7. Registration. Prior to use of the TASER Device, Customer must register each TASER Device in TASER Device Axon Evidence tenancy as a single user, pooled or training device. Failure to properly register the TASER Device prior to its use may void the warranty at Axon’s sole discretion. 4. Extended Warranty. If the Quote includes an extended warranty, the extended warranty coverage period begins upon the expiration of the Limited Warranty. Each additional year of the warranty purchased will be in accordance with the applicable Limited Warranty category above. The maximum warranty period for an individual TASER Device will be five (5) years including the initial Limited Warranty. 5. Trade-in. If the Quote contains a discount on CEW-related line items and that discount is contingent upon the trade- in of hardware, Customer must return used hardware and accessories associated with the discount ("Trade-In Units") to Axon within the below prescribed timeline. Customer must ship batteries via ground shipping. Axon will provide Customer with a pre-paid shipping label for the return of the Trade-In Units. If Axon does not receive Trade-In Units within the timeframe below, Axon will invoice Customer the value of the trade-in credit. Customer may not destroy Trade-In Units and receive a trade-in credit. Customer Size Days to Return from Start Date of TASER 10 Subscription Less than 100 officers 60 days 100 to 499 officers 90 days 500+ officers 180 days 762 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 19 of 50 6. TASER Device Subscription Term. The TASER Device Subscription Term for a standalone TASER Device purchase begins on shipment of the TASER Device. The TASER Device Subscription Term for OSP 7/10 begins on the OSP 7/10 start date. 7. Access Rights. Upon Axon granting Customer a TASER Device Axon Evidence subscription, Customer may access and use Axon Evidence for the storage and management of data from TASER Devices during the TASER Device Subscription Term. Customer may not exceed the number of End Users the Quote specifies. 8. Customer Warranty. If Customer is located in the US, Customer warrants and acknowledges that TASER 10 is classified as a firearm and is being acquired for official Customer use pursuant to a law enforcement agency transfer under the Gun Control Act of 1968. 9. Purchase Order. To comply with applicable laws and regulations, Customer must provide a purchase order to Axon prior to shipment of TASER 10. 10. Apollo Grant (US only). If Customer has received an Apollo Grant from Axon, Customer must pay all fees in the Quote prior to upgrading to any new TASER Device offered by Axon. 11. Termination. If payment for TASER Device is more than thirty (30) days past due, Axon may terminate Customer’s TASER Device plan by notifying Customer. Upon termination for any reason, then as of the date of termination: 11.1. TASER Device extended warranties and access to Training Content will terminate. No refunds will be given. 11.2. Customer will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future TASER Device plan. 11.3. Axon will invoice Customer the remaining MSRP for TASER Devices received before termination. If terminating for non-appropriation, Axon will not invoice Customer if Customer returns the TASER Device, rechargeable battery, holster, dock, core, training suits, and unused cartridges to Axon within thirty (30) days of the date of termination. 763 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 20 of 50 Axon Auto-Tagging Appendix If Auto-Tagging is included on the Quote, this Appendix applies. 1. Scope. Axon Auto-Tagging consists of the development of a module to allow Axon Evidence to interact with Customer’s Computer-Aided Dispatch ("CAD") or Records Management Systems ("RMS"). This allows End Users to auto-populate Axon video meta-data with a case ID, category, and location-based on data maintained in Customer’s CAD or RMS. 2. Support. For thirty (30) days after completing Auto-Tagging Services, Axon will provide up to five (5) hours of remote support at no additional charge. Axon will provide free support due to a change in Axon Evidence, if Customer maintains an Axon Evidence and Auto-Tagging subscription. Axon will not provide support if a change is required because Customer changes its CAD or RMS. 3. Changes. Axon is only responsible to perform the Services in this Appendix for Auto-Tagging or applicable SOW. Any additional Services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule. 4. Customer Responsibilities. Axon’s performance of Auto-Tagging Services requires Customer to: 4.1. Make available relevant systems, including Customer’s current CAD or RMS, for assessment by Axon (including remote access if possible); 4.2. Make required modifications, upgrades or alterations to Customer’s hardware, facilities, systems and networks related to Axon’s performance of Auto-Tagging Services; 4.3. Provide access to the premises where Axon is performing Auto-Tagging Services, subject to Customer safety and security restrictions, and allow Axon to enter and exit the premises with laptops and materials needed to perform Auto-Tagging Services; 4.4. Provide all infrastructure and software information (TCP/IP addresses, node names, network configuration) necessary for Axon to provide Auto-Tagging Services; 4.5. Promptly install and implement any software updates provided by Axon; 4.6. Ensure that all appropriate data backups are performed; 4.7. Provide assistance, participation, and approvals in testing Auto-Tagging Services; 4.8. Provide Axon with remote access to Customer’s Axon Evidence account when required; 4.9. Notify Axon of any network or machine maintenance that may impact the performance of the module at Customer; and 4.10. Ensure reasonable availability of knowledgeable staff and personnel to provide timely, accurate, complete, and up-to-date documentation and information to Axon. 5. Access to Systems. Customer authorizes Axon to access Customer’s relevant computers, network systems, and CAD or RMS solely for performing Auto-Tagging Services. Axon will work diligently to identify the resources and information Axon expects to use and will provide an initial list to Customer. Customer is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Customer. 764 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 21 of 50 Axon Fleet Appendix If Axon Fleet 2, Axon Fleet 3, or any future generation of Axon Fleet (collectively, “Axon Fleet”) is included on the Quote, this Appendix applies. 1. Customer Responsibilities. 1.1. Customer must ensure its infrastructure and vehicles adhere to the minimum requirements to operate Axon Fleet as established by Axon during the qualifier call and on-site assessment at Customer and in any technical qualifying questions. If Customer’s representations are inaccurate, the Quote is subj ect to change. 1.2. Customer is responsible for providing a suitable work area for Axon or Axon third-party providers to install Axon Fleet systems into Customer vehicles. Customer is responsible for making available all vehicles for which installation services were purchased, during the agreed upon onsite installation dates, Failure to make vehicles available may require an equitable adjustment in fees or schedule. 2. Cradlepoint. If Customer purchases Cradlepoint Enterprise Cloud Manager, Customer will comply with Cradlepoint’s end user license agreement. The term of the Cradlepoint license may differ from the Axon Evidence Subscription. If Customer requires Cradlepoint support, Customer will contact Cradlepoint directly. By accepting a Quote including Cradlepoint products, Customer designates and authorizes Axon as its partner of record for purposes of Cradlepoint product renewals, support coordination, and other relevant functions. This designation applies to all Cradlepoint products acquired by Customer during the Subscription Term of the applicable Quote whether directly from Cradlepoint, through Axon, or through any third-party vendor or distributor. Axon shall have no liability to Customer or any third party arising out of or relating to Axon’s acts or omissions as the Partner of Record. Customer has the right to opt out of this authorization at any time by providing prior written notification to both Axon and Cradlepoint. Upon such notification, the designation will be removed. This authorization remains effective until formally removed in accordance with this section or as otherwise agreed between the parties in the Agreement. 3. Third-party Installer. Axon will not be liable for the failure of Axon Fleet hardware to operate per specifications if such failure results from installation not performed by, or as directed by Axon . 4. Wireless Offload Server. 4.1. License Grant. Axon grants Customer a non-exclusive, royalty-free, worldwide, perpetual license to use Wireless Offload Server ("WOS"). "Use" means storing, loading, installing, or executing WOS solely for data communication with Axon Devices for the number of licenses purchased. The WOS term begins upon the start of the Axon Evidence Subscription. 4.2. Restrictions. Customer may not: (a) modify, alter, tamper with, repair, or create derivative works of WOS; (b) reverse engineer, disassemble, or decompile WOS, apply any process to derive the source code of WOS, or allow others to do so; (c) access or use WOS to avoid incurring fees or exceeding usage limits; (d) copy WOS in whole or part; (e) use trade secret information contained in WOS; (f) resell, rent, loan or sublicense WOS; (g) access WOS to build a competitive device or service or copy any features, functions or graphics of WOS; or (h) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon’s licensors on or within WOS. 4.3. Updates. If Customer purchases WOS maintenance, Axon will make updates and error corrections to WOS ("WOS Updates") available electronically via the Internet or media as determined by Axon. Customer is responsible for establishing and maintaining adequate Internet access to receive WOS Updates and maintaining computer equipment necessary for use of WOS. The Quote wil l detail the maintenance term. 4.4. WOS Support. Upon request by Axon, Customer will provide Axon with access to Customer’s store and forward servers solely for troubleshooting and maintenance. 5. Axon Vehicle Software. 5.1. License Grant. Axon grants Customer a non-exclusive, royalty-free, worldwide, perpetual license to use ViewXL or Dashboard (collectively, "Axon Vehicle Software".) "Use" means storing, loading, installing, or executing Axon Vehicle Software solely for data communication with Axon Devices. The Axon Vehicle Software term begins upon the start of the Axon Evidence Subscription. 5.2. Restrictions. Customer may not: (a) modify, alter, tamper with, repair, or create derivative works of Axon Vehicle Software; (b) reverse engineer, disassemble, or decompile Axon Vehicle Software, apply any process 765 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 22 of 50 to derive the source code of Axon Vehicle Software, or allow others to do so; (c) access or use Axon Vehicle Software to avoid incurring fees or exceeding usage limits; (d) copy Axon Vehicle Software in whole or part; (e) use trade secret information contained in Axon Vehicle Software; (f) resell, rent, loan or sublicense Axon Vehicle Software; (g) access Axon Vehicle Software to build a competitive device or service or copy any features, functions or graphics of Axon Vehicle Software; or (h) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon’s licensors on or within Axon Vehicle Software. 6. Acceptance Checklist. If Axon provides services to Customer pursuant to any statement of work in connection with Axon Fleet, within seven (7) days of the date on which Customer retrieves Customer's vehicle(s) from the Axon installer, said vehicle having been installed and configured with tested and fully and properly operational in-car hardware and software identified above, Customer will receive a Professional Services Acceptance Checklist to submit to Axon indicating acceptance or denial of said deliverables. 7. Axon Fleet Upgrade. If Customer has no outstanding payment obligations and has purchased the "Fleet Technology Assurance Plan" (Fleet TAP), Axon will provide Customer with the same or like model of Fleet hardware ("Axon Fleet Upgrade") as scheduled on the Quote. 7.1. If Customer would like to change models for the Axon Fleet Upgrade, Customer must pay the difference between the MSRP for the offered Axon Fleet Upgrade and the MSRP for the model desired. The MSRP is the MSRP in effect at the time of the upgrade. Customer is responsible for the removal of previously installed hardware and installation of the Axon Fleet Upgrade. 7.2. Within thirty (30) days of receiving the Axon Fleet Upgrade, Customer must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon, including serial numbers of the destroyed Axon Devices. If Customer does not destroy or return the Axon Devices to Axon, Ax on will deactivate the serial numbers for the Axon Devices received by Customer. . 766 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 23 of 50 Axon Respond Appendix This Axon Respond Appendix applies to Axon Respond, Axon Respond Device Plus, and Device Connectivity if any are included on the Quote. 1. Axon Respond Subscription Term. If Customer purchases Axon Respond as part of a combined offering on a Quote, the Axon Respond subscription begins on the later of the (1) start date of that offering within the Quote, or (2) date Axon provisions Axon Respond to Customer. If Customer purchases Axon Respond as a standalone, the Axon Respond subscription begins the later of the (1) date Axon provisions Axon Respond to Customer, or (2) first day of the month following the Effective Date. The Axon Respond subscription term will end upon the completion of the Axon Evidence Subscription associated with Axon Respond. 2. Scope of Axon Respond. The scope of Axon Respond is to assist Customer with real-time situational awareness during critical incidents to improve officer safety, effectiveness, and awareness. In the event Customer uses Axon Respond outside this scope, Axon may initiate good-faith discussions with Customer on upgrading Customer’s Axon Respond to better meet Customer ’s needs. 3. Axon Body LTE Requirements. Axon Respond is only available and usable with an LTE enabled body-worn camera. Axon is not liable if Customer utilizes the LTE device outside of the coverage area or if the LTE carrier is unavailable. LTE coverage is only available in the United States, including any U.S. territories. Axon may utilize a carrier of Axon’s choice to provide LTE service. Axon may change LTE carriers during the Term without Customer ’s consent. 4. Axon Fleet LTE Requirements. Axon Respond is only available and usable with a Fleet 3 system configured with LTE modem and service. Customer is responsible for providing LTE service for the modem. Coverage and availability of LTE service is subject to Customer’s LTE carrier. 5. Axon Respond Service Limitations. Customer acknowledges that LTE service is made available only within the operating range of the networks. Service may be temporarily refused, interrupted, or limited because of: (a) facilities limitations; (b) transmission limitations caused by atmospheric, terrain, other natural or artificial conditions adversely affecting transmission, weak batteries, system overcapacity, movement outside a service area or gaps in coverage in a service area, and other causes reasonably outside of the carrier’s control such as intentional or negligent acts of third parties that damage or impair the network or disrupt service; or (c) equipment modifications, upgrades, relocations, repairs, and other similar activities necessary for the proper or improved operation of service. 5.1. With regard to Axon Body, Partner networks are made available as-is and the carrier makes no warranties or representations as to the availability or quality of roaming service provided by carrier partners, and the carrier will not be liable in any capacity for any errors, outages, or failures of carrier partner networks. Customer expressly understands and agrees that it has no contractual relationship whatsoever with the underlying wireless service provider or its affiliates or contractors and Customer is not a third-party beneficiary of any agreement between Axon and the underlying carrier. 6. Termination. Upon termination of this Agreement, or if Customer stops paying for Axon Respond or combined offerings that include Axon Respond, Axon will end Axon Respond services, including any Axon-provided LTE service. 767 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 24 of 50 Add-on Services Appendix This Appendix applies if Axon Community Request, Axon Redaction Assistant, and/or Axon Performance are included on the Quote. 1. Subscription Term. If Customer purchases Axon Community Request, Axon Redaction Assistant, or Axon Performance as part of OSP 7 or OSP 10, the subscription begins on the later of the (1) start date of the OSP 7 or OSP 10 Term, or (2) date Axon provisions Axon Community Request, Axon Redaction Assistant, or Axon Performance to Customer. 1.1. If Customer purchases Axon Community Request, Axon Redaction Assistant, or Axon Performance as a standalone, the subscription begins the later of the (1) date Axon provisions Axon Community Request, Axon Redaction Assistant, or Axon Performance to Customer, or (2) first day of the month following the Effective Date. 1.2. The subscription term will end upon the completion of the Axon Evidence Subscription associated with the add- on. 2. Axon Community Request Storage. For Axon Community Request, Customer may store an unlimited amount of data submitted through the public portal ("Portal Content"), within Customer ’s Axon Evidence instance. The post- termination provisions outlined in the Axon Cloud Services Terms of Use Appendix also apply to Portal Content. 3. Performance Auto-Tagging Data. In order to provide some features of Axon Performance to Customer, Axon will need to store call for service data from Customer’s CAD or RMS. 768 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 25 of 50 Axon Auto-Transcribe Appendix This Appendix applies if Axon Auto-Transcribe is included on the Quote. 1. Subscription Term. If Customer purchases Axon Auto-Transcribe as part of a combined offering in a Quote or Axon Cloud Services subscription, the subscription begins on the later of the (1) start date of the combined offering in the Quote or Axon Cloud Services license term, or (2) date Axon provisions Axon Auto-Transcribe to Customer. If Customer purchases Axon Auto-Transcribe minutes as a standalone, the subscription begins on the date Axon provisions Axon Auto-Transcribe to Customer. 1.1. If Customer cancels Auto-Transcribe services, any amounts owed by the Parties will be based on the amount of time passed under the annual subscription, rather than on the number of minutes used, regardless of usage. 2. Auto-Transcribe A-La-Carte Minutes. Upon Axon granting Customer a set number of minutes, Customer may utilize Axon Auto-Transcribe, subject to the number of minutes allowed on the Quote. Customer will not have the ability to roll over unused minutes to future Auto-Transcribe terms. Axon may charge Customer additional fees for exceeding the number of purchased minutes. Axon Auto-Transcribe minutes expire one year after being provisioned to Customer by Axon. 3. Axon Unlimited Transcribe. Upon Axon granting Customer an Unlimited Transcribe subscription to Axon Auto- Transcribe, Customer may utilize Axon Auto-Transcribe with no limit on the number of minutes. Unlimited Transcribe includes automatic transcription of all Axon BWC and Axon Capture footage. With regard to Axon Interview Room, Axon Fleet, Axon Community Request, or third-party transcription, transcription must be requested on demand. Notwithstanding the foregoing, Axon may limit usage after 5,000 minutes per user per month for multiple months in a row. Axon will not bill for overages. 4. Warranty. Axon disclaims all warranties, express or implied, for Axon Auto-Transcribe. 769 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 26 of 50 Axon Virtual Reality Content Terms of Use Appendix If Virtual Reality is included on the Quote, this Appendix applies. 1. Term. The Quote will detail the products and license duration, as applicable, of the goods, services, and software, and contents thereof, provided by Axon to Customer related to virtual reality (collectively, "Virtual Reality Media"). 2. Headsets. Customer may purchase additional virtual reality headsets from Axon. In the event Customer decides to purchase additional virtual reality headsets for use with Virtual Reality Media, Customer must purchase those headsets from Axon. 3. License Restrictions. All licenses will immediately terminate if Customer does not comply with any term of this Agreement. If Customer utilizes more users than stated in this Agreement, Customer must purchase additional Virtual Reality Media licenses from Axon. Customer may not use Virtual Reality Media for any purpose other than as expressly permitted by this Agreement. Customer may not: 3.1. modify, tamper with, repair, or otherwise create derivative works of Virtual Reality Media; 3.2. reverse engineer, disassemble, or decompile Virtual Reality Media or apply any process to derive the source code of Virtual Reality Media, or allow others to do the same; 3.3. copy Virtual Reality Media in whole or part, except as expressly permitted in this Agreement; 3.4. use trade secret information contained in Virtual Reality Media; 3.5. resell, rent, loan or sublicense Virtual Reality Media; 3.6. access Virtual Reality Media to build a competitive device or service or copy any features, functions, or graphics of Virtual Reality Media; or 3.7. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon’s licensors on or within Virtual Reality Media or any copies of Virtual Reality Media. 4. Privacy. Customer’s use of the Virtual Reality Media is subject to the Axon Virtual Reality Privacy Policy, a current version of which is available at https://www.axon.com/axonvrprivacypolicy. 5. Termination. Axon may terminate Customer’s license immediately for Customer’s failure to comply with any of the terms in this Agreement. 770 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 27 of 50 Axon Evidence Local Software Appendix This Appendix applies if Axon Evidence Local is included on the Quote. 1. License. Axon owns all executable instructions, images, icons, sound, and text in Axon Evidence Local. All rights are reserved to Axon. Axon grants a non-exclusive, royalty-free, worldwide right and license to use Axon Evidence Local. "Use" means storing, loading, installing, or executing Axon Evidence Local exclusively for data communication with an Axon Device. Customer may use Axon Evidence Local in a networked environment on computers other than the computer it installs Axon Evidence Local on, so long as each execution of Axon Evidence Local is for data communication with an Axon Device. Customer may make copies of Axon Evidence Local for archival purposes only. Customer shall retain all copyright, trademark, and proprietary notices in Axon Evidence Local on all copies or adaptations. 2. Term. The Quote will detail the duration of the Axon Evidence Local license, as well as any maintenance. The term will begin upon installation of Axon Evidence Local. 3. License Restrictions. All licenses will immediately terminate if Customer does not comply with any term of this Agreement. Customer may not use Axon Evidence Local for any purpose other than as expressly permitted by this Agreement. Customer may not: 3.1. modify, tamper with, repair, or otherwise create derivative works of Axon Evidence Local; 3.2. reverse engineer, disassemble, or decompile Axon Evidence Local or apply any process to derive the source code of Axon Evidence Local, or allow others to do the same; 3.3. access or use Axon Evidence Local to avoid incurring fees or exceeding usage limits or quotas; 3.4. copy Axon Evidence Local in whole or part, except as expressly permitted in this Agreement; 3.5. use trade secret information contained in Axon Evidence Local; 3.6. resell, rent, loan or sublicense Axon Evidence Local; 3.7. access Axon Evidence Local to build a competitive device or service or copy any features, functions, or graphics of Axon Evidence Local; or 3.8. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon’s licensors on or within Axon Evidence Local or any copies of Axon Evidence Local. 4. Support. Axon may make available updates and error corrections ("Updates") to Axon Evidence Local. Axon will provide Updates electronically via the Internet or media as determined by Axon. Customer is responsible for establishing and maintaining adequate access to the Internet to receive Updates. Customer is responsible for maintaining the computer equipment necessary to use Axon Evidence Local. Axon may provide technical support of a prior release/version of Axon Evidence Local for six (6) months from when Axon made the subsequent release/version available. 5. Termination. Axon may terminate Customer’s license immediately for Customer’s failure to comply with any of the terms in this Agreement. Upon termination, Axon may disable Customer’s right to login to Axon Evidence Local. 771 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 28 of 50 Axon Application Programming Interface Appendix This Appendix applies if Axon’s API Services or a subscription to Axon Cloud Services are included on the Quote. 1. Definitions. 1.1. "API Client" means the software that acts as the interface between Customer’s computer and the server, which is already developed or to be developed by Customer. 1.2. "API Interface" means software implemented by Customer to configure Customer’s independent API Client Software to operate in conjunction with the API Service for Customer ’s authorized Use. 1.3. "Axon Evidence Partner API, API or Axon API" (collectively "API Service") means Axon’s API which provides a programmatic means to access data in Customer’s Axon Evidence account or integrate Customer’s Axon Evidence account with other systems. 1.4. "Use" means any operation on Customer’s data enabled by the supported API functionality. 2. Purpose and License. 2.1. Customer may use API Service and data made available through API Service, in connection with an API Client developed by Customer. Axon may monitor Customer ’s use of API Service to ensure quality, improve Axon devices and services, and verify compliance with this Agreement. Customer agrees to not interfere with such monitoring or obscure from Axon Customer’s use of API Service. Customer will not use API Service for commercial use. 2.2. Axon grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license during the Term to use API Service, solely for Customer’s Use in connection with Customer ’s API Client. 2.3. Axon reserves the right to set limitations on Customer ’s use of the API Service, such as a quota on operations, to ensure stability and availability of Axon’s API. Axon will use reasonable efforts to accommodate use beyond the designated limits. 3. Configuration. Customer will work independently to configure Customer’s API Client with API Service for Customer’s applicable Use. Customer will be required to provide certain information (such as identification or contact details) as part of the registration. Registration information provided to Axon must be accurate. Customer will inform Axon promptly of any updates. Upon Customer’s registration, Axon will provide documentation outlining API Service information. 4. Customer Responsibilities. When using API Service, Customer and its End Users may not: 4.1. use API Service in any way other than as expressly permitted under this Agreement; 4.2. use in any way that results in, or could result in, any security breach to Axon; 4.3. perform an action with the intent of introducing any virus, worm, defect, Trojan horse, malware, or any item of a destructive nature to Axon Devices and Services; 4.4. interfere with, modify, disrupt or disable features or functionality of API Service or the servers or net works providing API Service; 4.5. reverse engineer, decompile, disassemble, or translate or attempt to extract the source code from API Service or any related software; 4.6. create an API Interface that functions substantially the same as API Service and offer it for use by third parties; 4.7. provide use of API Service on a service bureau, rental or managed services basis or permit other individuals or entities to create links to API Service; 4.8. frame or mirror API Service on any other server, or wireless or Internet-based device; 4.9. make available to a third-party, any token, key, password or other login credentials to API Service; 4.10. take any action or inaction resulting in illegal, unauthorized or improper purposes; or 4.11. disclose Axon’s API manual. 5. API Content. All content related to API Service, other than Customer Content or Customer ’s API Client content, is considered Axon’s API Content, including: 772 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 29 of 50 5.1. the design, structure and naming of API Service fields in all responses and requests; 5.2. the resources available within API Service for which Customer takes actions on, such as evidence, cases, users, or reports; 5.3. the structure of and relationship of API Service resources; and 5.4. the design of API Service, in any part or as a whole. 6. Prohibitions on API Content. Neither Customer nor its End Users will use API content returned from the API Interface to: 6.1. scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header; 6.2. copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third-party; 6.3. misrepresent the source or ownership; or 6.4. remove, alter, or obscure any confidentiality or proprietary rights not ices (including copyright and trademark notices). 7. API Updates. Axon may update or modify the API Service from time to time ("API Update"). Customer is required to implement and use the most current version of API Service and to make any applicable changes to Customer’s API Client required as a result of such API Update. API Updates may adversely affect how Customer’s API Client access or communicate with API Service or the API Interface. Each API Client must contain means for Customer to update API Client to the most current version of API Service . Axon will provide support for one (1) year following the release of an API Update for all depreciated API Service versions. 773 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 30 of 50 Advanced User Management Appendix This Appendix applies if Axon Advanced User Management is included on the Quote. 1. Scope. Advanced User Management allows Customer to (a) utilize bulk user creation and management, (b) automate user creation and management through System for Cross-domain Identity Management ("SCIM"), and (c) automate group creation and management through SCIM. 2. Advanced User Management Configuration. Customer will work independently to configure Customer ’s Advanced User Management for Customer ’s applicable Use. Upon request, Axon will provide general guidance to Customer, including documentation that details the setup and configuration process. 774 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 31 of 50 FUSUS Appendix 1. Access. Upon Axon granting Customer a subscription to FUSUS cloud services in the Quote, Customer may access and use FūsusONE Real Time Interoperability Solution services to for the purpose of viewing and managing Customer Content. Some Customer content contained in Axon Evidence may not be accessible or transferable to the FUSUS cloud services. 2. Product Limits. The following limitations apply to the below products: Lite Basic Pro Enterprise Enterprise Plus Total Number of Managed End Points 150 150 500 1500 4500 Max Number of Video Streams Connected 0 150 500 1500 4500 Indefinite Cloud Storage 2TB 5TB 10TB 30TB Overages may result in additional fees or the need to upgrade products 3. Disclaimer. Customer is responsible for use of any internet access devices and/or all third-party hardware, software, services, telecommunication services (including Internet connectivity), or other items used by Customer to access the service (“Third-Party Components”) are the sole and exclusive responsibility of Customer, and Axon has no responsibility for such Third-party Components, FUSUS cloud services, or Customer relationships with such third parties. Customer agrees to at all times comply with the lawful term s and conditions of agreements with such third parties. Axon does not represent or warrant that the FUSUS cloud services and the Customer Content are compatible with any specific third-party hardware or software or any other Third-Party Components. Customer is responsible for providing and maintaining an operating environment as reasonably necessary to accommodate and access the FUSUS cloud services. 4. Data Privacy. Axon may collect, use, transfer, disclose and otherwise process Customer Content in the context of facilitating communication of data with Customer through their use of FUSUS cloud services FUSUS app (iOS or Android interface), complying with legal requirements, monitoring the Customer’s use of FUSUS systems, and undertaking data analytics. Customer Content saved in Axon Cloud Services is the sole property of Customer and may not be distributed by Axon to any third parties outside of the Customer’s organization without the Customer’s expressed written consent. 775 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 32 of 50 Axon Channel Services Appendix This Appendix applies if Customer purchases Axon Channel Service, as set forth on the Quote. 1. Definitions. 1.1. "Axon Digital Evidence Management System" means Axon Evidence or Axon Evidence Local, as specified in the attached Channel Services Statement of Work. 1.2. "Active Channel" means a third-party system that is continuously communicating with an Axon Digital Evidence Management System. 1.3. "Inactive Channel" means a third-party system that will have a one-time communication to an Axon Digital Evidence Management System. 2. Scope. Customer currently has a third-party system or data repository from which Customer desires to share data with Axon Digital Evidence Management. Axon will facilitate the transfer of Customer ’s third-party data into an Axon Digital Evidence Management System or the transfer of Customer data out of an Axon Digital Evidence Management System as defined in the Channel Services Statement of Work ("Channel Services SOW"). Channel Services will not delete any Customer Content. Customer is responsible for verifying all necessary data is migrated correctly and retained per Customer policy. 3. Changes. Axon is only responsible to perform the Services described in this Appendix and Channel Services SOW. Any additional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in the charges or schedule. 4. Purpose and Use. Customer is responsible for verifying Customer has the right to share data from and provide access to third-party system as it relates to the Services described in this Appendix and the Channel Services SOW. For Active Channels, Customer is responsible for any changes to a third-party system that may affect the functionality of the channel service. Any additional work required for the continuation of the Service may require additional fees. An Axon Field Engineer may require access to Customer’s network and systems to perform the Services described in the Channel Services SOW. Customer is responsible for facilitating this access per all laws and policies applicable to Customer. 5. Project Management. Axon will assign a Project Manager to work closely with Customer ’s project manager and project team members and will be responsible for completing the tasks required to meet all contract deliverables on time and budget. 6. Warranty. Axon warrants that it will perform the Channel Services in a good and workmanlike manner. 7. Monitoring. Axon may monitor Customer ’s use of Channel Services to ensure quality, improve Axon devices and services, prepare invoices based on the total amount of data migrated, and verify compliance with this Agreement. Customer agrees not to interfere with such monitoring or obscure from Axon Customer ’s use of channel services. 8. Customer’s Responsibilities. Axon’s successful performance of the Channel Services requires Customer: 8.1. Make available its relevant systems for assessment by Axon (including making these systems available to Axon via remote access); 8.2. Provide access to the building facilities and where Axon is to perform the Channel Services, subject to safety and security restrictions imposed by the Customer (including providing security passes or other necessary documentation to Axon representatives performing the Channel Services permitting them to enter and exit Customer premises with laptop personal computers and any other materials needed to perform the Channel Services); 8.3. Provide all necessary infrastructure and software information (TCP/IP addresses, node names, and network configuration) for Axon to provide the Channel Services; 8.4. Ensure all appropriate data backups are performed; 8.5. Provide Axon with remote access to the Customer’s network and third-party systems when required for Axon to perform the Channel Services; 8.6. Notify Axon of any network or machine maintenance that may impact the performance of the Channel Services; and 8.7. Ensure the reasonable availability by phone or email of knowledgeable staff, personnel, system administrators, 776 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 33 of 50 and operators to provide timely, accurate, complete, and up-to-date documentation and information to Axon (these contacts are to provide background information and clarification of information required to perform the Channel Services). 777 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 34 of 50 VIEVU Data Migration Appendix This Appendix applies if Customer purchases Migration services, as set forth on the Quote. 1. Scope. Customer currently has legacy data in the VIEVU solution from which Customer desires to move to Axon Evidence. Axon will work with Customer to copy legacy data from the VIEVU solution into Axon Evidence ("Migration"). Before Migration, Customer and Axon will work together to develop a Statement of Work ("Migration SOW") to detail all deliverables and responsibilities. The Migration will require the availability of Customer resources. Such resources will be identified in the SOW. On-site support during Migration is not required. Upon Customer’s request, Axon will provide on-site support for an additional fee. Any request for on-site support will need to be pre- scheduled and is subject to Axon’s resource availability. 1.1. A small amount of unexposed data related to system information will not be migrated from the VIEVU solution to Axon Evidence. Upon request, some of this data can be manually exported before Migration and provided to Customer. The Migration SOW will provide further detail. 2. Changes. Axon is only responsible to perform the Services described in this Appendix and Migration SOW. Any additional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in the charges or schedule. 3. Project Management. Axon will assign a Project Manager to work closely with Customer ’s project manager and project team members and will be responsible for completing the tasks required to meet all contract deliverables on time and budget. 4. Downtime. There may be downtime during the Migration. The duration of the downtime will depend on the amount of data that Customer is migrating. Axon will work with Customer to minimize any downtime. Any VIEVU mobile application will need to be disabled upon Migration. 5. Functionality Changes. Due to device differences between the VIEVU solution and the Axon’s Axon Evidence solution, there may be functionality gaps that will not allow for all migrated data to be displayed the same way in the user interface after Migration. 6. Acceptance. Once the Migration is complete, Axon will notify Customer and provide an acceptance form. Customer is responsible for verifying that the scope of the project has been completed and all necessary data is migrated correctly and retained per Customer policy. Customer will have ninety (90) days to provide Axon acceptance that the Migration was successful, or Axon will deem the Migration accepted. 6.1. In the event Customer does not accept the Migration, Customer agrees to notify Axon within a reasonable time. Customer also agrees to allow Axon a reasonable time to resolve any issue. In the event Customer does not provide Axon with a written rejection of the Migration during these ninety (90) days, Customer may be charged for additional monthly storage costs. After Customer provides acceptance of the Migration, Axon will delete all data from the VIEVU solution ninety (90) days after the Migration. 7. Post-Migration. After Migration, the VIEVU solution may not be supported and updates may not be provided. Axon may end of life the VIEVU solution in the future. If Customer elects to maintain data within the VIEVU solution, Axon will provide Customer ninety (90) days’ notice before ending support for the VIEVU solution. 8. Warranty. Axon warrants that it will perform the Migration in a good and workmanlike manner. 9. Monitoring. Axon may monitor Customer’s use of Migration to ensure quality, improve Axon Devices and Services, prepare invoices based on the total amount of data migrated, and verify compliance with this Agreement. Customer agrees not to interfere with such monitoring or obscure Customer ’s use of Migration from Axon. 778 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 35 of 50 Axon Technical Account Manager Appendix This Appendix applies if Axon Support Engineer services are included on the Quote. 1. Axon Technical Account Manager Payment. Axon will invoice for Axon Technical Account Manager ("TAM") services, as outlined in the Quote, when the TAM commences work on-site at Customer. 2. Full-Time TAM Scope of Services. 2.1. A Full-Time TAM will work on-site four (4) days per week, unless an alternate schedule or reporting location is mutually agreed upon by Axon and Customer. 2.2. Customer’s Axon sales representative and Axon’s Customer Success team will work with Customer to define its support needs and ensure the Full-Time TAM has skills to align with those needs. There may be up to a six- (6-) month waiting period before the Full-Time TAM can work on-site, depending upon Customer’s needs and availability of a Full-Time TAM. 2.3. The purchase of Full-Time TAM Services includes two (2) complimentary Axon Accelerate tickets per year of the Agreement, so long as the TAM has started work at Customer, and Customer is current on all payments for the Full-Time TAM Service. 2.4. The Full-Time TAM Service options are listed below: Ongoing System Set-up and Configuration Assisting with assigning cameras and registering docks Maintaining Customer ’s Axon Evidence account Connecting Customer to "Early Access" programs for new devices Account Maintenance Conducting on-site training on new features and devices for Customer leadership team(s) Thoroughly documenting issues and workflows and suggesting new workflows to improve the effectiveness of the Axon program Conducting weekly meetings to cover current issues and program status Data Analysis Providing on-demand Axon usage data to identify trends and insights for improving daily workflows Comparing Customer's Axon usage and trends to peers to establish best practices Proactively monitoring the health of Axon equipment and coordinating returns when needed Direct Support Providing on-site, Tier 1 and Tier 2 (as defined in Axon's Service Level Agreement) technical support for Axon Devices Proactively monitoring the health of Axon equipment Creating and monitoring RMAs on-site Providing Axon app support Monitoring and testing new firmware and workflows before they are released to Customer’s production environment Customer Advocacy Coordinating bi-annual voice of customer meetings with Axon’s Device Management team Recording and tracking Customer feature requests and major bugs 3. Regional TAM Scope of Services 3.1. A Regional TAM will work on-site for three (3) consecutive days per quarter. Customer must schedule the on- site days at least two (2) weeks in advance. The Regional TAM will also be available by phone and email during regular business hours up to eight (8) hours per week. 3.2. There may be up to a six- (6-) month waiting period before Axon assigns a Regional TAM to Customer, depending upon the availability of a Regional TAM. 3.3. The purchase of Regional TAM Services includes two (2) complimentary Axon Accelerate tickets per year of the Agreement, so long as the TAM has started work at Customer and Customer is current on all payments for the Regional TAM Service. 3.4. The Regional TAM service options are listed below: 779 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 36 of 50 Account Maintenance Conducting remote training on new features and devices for Customer’s leadership Thoroughly documenting issues and workflows and suggesting new workflows to improve the effectiveness of the Axon program Conducting weekly conference calls to cover current issues and program status Visiting Customer quarterly (up to 3 consecutive days) to perform a quarterly business review, discuss Customer's goals for your Axon program, and continue to ensure a successful deployment of Axon Devices Direct Support Providing remote, Tier 1 and Tier 2 (As defined Axon's Service Level Agreement) technical support for Axon Devices Creating and monitoring RMAs remotely Data Analysis Providing quarterly Axon usage data to identify trends and program efficiency opportunities Comparing Customer's Axon usage and trends to peers to establish best practices Proactively monitoring the health of Axon equipment and coordinating returns when needed Customer Advocacy Coordinating bi-yearly Voice of Customer meetings with Device Management team Recording and tracking Customer feature requests and major bugs 4. Out of Scope Services. The TAM is responsible to perform only the Services described in this Appendix. Any additional Services discussed or implied that are not defined explicitly in this Appendix will be considered out of the scope. 5. TAM Leave Time. The TAM will be allowed up seven (7) days of sick leave and up to fifteen (15) days of vacation time per each calendar year. The TAM will work with Customer to coordinate any time off and will provide Customer with at least two (2) weeks’ notice before utilizing any vacation days. 780 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 37 of 50 Axon Investigate Appendix If the Quote includes Axon's On Prem Video Suite known as Axon Investigate or Third Party Video Support License, the following appendix shall apply. 1. License Grant. Subject to the terms and conditions specified below and upon payment of the applicable fees set forth in the Quote, Axon grants to Customer a nonexclusive, nontransferable license to install, use, and display the Axon Investigate software ("Software") solely for its own internal use only and for no other purpose, for the duration of subscription term set forth in the Quote. This Agreement does not grant Customer any right to enhancements or updates, but if such are made available to Customer and obtained by Customer they shall become part of the Software and governed by the terms of this Agreement. 2. Third-Party Licenses. Axon licenses several third-party codecs and applications that are integrated into the Software. Users with an active support contract with Axon are granted access to these additional features. By accepting this agreement, Customer agrees to and understands that an active support contract is required for all of the following features: DNxHD output formats, decoding files via the "fast indexing" method, proprietary file metadata, telephone and email support, and all future updates to the software. If Customer terminates the annual support contract with Axon, the features listed above will be disabled within the Software. It is recommended that users remain on an active support contract to maintain the full functionality of the Software. 3. Restrictions on Use. Customer may not permit any other person to use the Software unless such use is in accordance with the terms of this Agreement. Customer may not modify, translate, reverse engineer, reverse compile, decompile, disassemble or create derivative works with respect to the Software, except to the extent applicable laws specifically prohibit such restrictions. Customer may not rent, lease, sublicense, grant a security interest in or otherwise transfer Customer ’s rights to or to use the Software. Any rights not granted are reserved to Axon. 4. Term. For purchased perpetual Licenses only—excluding Licenses leased for a pre-determined period, evaluation licenses, companion licenses, as well as temporary licenses--the license shall be perpetual unless Customer fails to observe any of its terms, in which case it shall terminate immediately, and without additional prior notice. The terms of Paragraphs 1, 2, 3, 5, 6, 8 and 9 shall survive termination of this Agreement. For licenses leased for a pre- determined period, for evaluation licenses, companion licenses, as well as temporary licenses, the license is granted for a period beginning at the installation date and for the duration of the evaluation period or temporary period as agreed between Axon and Customer. 5. Title. Axon and its licensors shall have sole and exclusive ownership of all right, title, and interest in and to the Software and all changes, modifications, and enhancements thereof (including ownership of all trade secrets and copyrights pertaining thereto), regardless of the form or media in which the original or copies may exist, subject only to the rights and privileges expressly granted by Axon. This Agreement does not provide Customer with title or ownership of the Software, but only a right of limited use. 6. Copies. The Software is copyrighted under the laws of the United States and international treaty provisions. Customer may not copy the Software except for backup or archival purposes, and all such copies shall contain all Axon’s notices regarding proprietary rights as contained in the Software as originally provided to Customer. If Customer receives one copy electronically and another copy on media, the copy on media may be used only for archival purposes and this license does not authorize Customer to use the copy of media on an additional server. 7. Actions Required Upon Termination. Upon termination of the license associated with this Agreement , Customer agrees to destroy all copies of the Software and other text and/or graphical documentation, whether in electronic or printed format, that describe the features, functions and operation of the Software that are provided by Axon to Customer ("Software Documentation") or return such copies to Axon. Regarding any copies of media containing regular backups of Customer's computer or computer system, Customer agrees not to access such media for the purpose of recovering the Software or online Software Documentation. 8. Export Controls. None of the Software, Software Documentation or underlying information may be downloaded or otherwise exported, directly or indirectly, without the prior written consent, if required, of the office of Export Administration of the United States, Department of Commerce, nor to any country to which the U.S. has embargoed goods, to any person on the U.S. Treasury Department’s list of Specially Designated Nations, or the U.S. Department of Commerce’s Table of Denials. 9. U.S. Government Restricted Rights. The Software and Software Documentation are Commercial Computer Software provided with Restricted Rights under Federal Acquisition Regulations and Customer supplements to them. Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFAR 255.227 -7013 et. Seq. or 252.211-7015, or 781 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 38 of 50 subparagraphs (a) through (d) of the Commercial Computer Software Restricted Rights at FAR 52.227-19, as applicable, or similar clauses in the NASA FAR Supplement. Contractor/manufacturer is Axon Enterprise, Inc., 17800 North 85th Street, Scottsdale, Arizona 85255. 782 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 39 of 50 My90 Terms of Use Appendix Definitions. 1.1. "My90" means Axon’s proprietary platform and methodology to obtain and analyze feedback, and other related offerings, including, without limitation, interactions between My90 and Axon products. 1.2. "Recipient Contact Information" means contact information, as applicable, including phone number or email address (if available) of the individual whom Customer would like to obtain feedback. 1.3. "Customer Data" means 1.3.1. "My90 Customer Content" which means data, including Recipient Contact Information, provided to My90 directly by Customer or at their direction, or by permitting My90 to access or connect to an information system or similar technology. My90 Customer Content does not include My90 Non- Content Data. 1.3.2. "My90 Non-Content Data" which means data, configuration, and usage information about Customer's My90 tenant, and client software, users, and survey recipients that is Processed (as defined in Section 1.6 of this Appendix) when using My90 or responding to a My90 Survey. My90 Non-Content Data includes data about users and survey recipients captured during account management and customer support activities. My90 Non-Content Data does not include My90 Customer Content. 1.3.3. "Survey Response" which means survey recipients' response to My90 Survey. 1.4. "My90 Data" means 1.4.1. "My90 Survey" which means surveys, material(s) or content(s) made available by Axon to Customer and survey recipients within My90. 1.4.2. "Aggregated Survey Response" which means Survey Response that has been de-identified and aggregated or transformed so that it is no longer reasonably capable of being associated with, or could reasonably be linked directly or indirectly to, a particular individual. 1.5. "Personal Data" means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person. 1.6. "Processing" means any operation or set of operations which is performed on data or on sets of data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction. 1.7. "Sensitive Personal Data" means Personal Data that reveals an individual’s health, racial or ethnic origin, sexual orientation, disability, religious or philosophical beliefs, or trade union membership. 2. Access. Upon Axon granting Customer a subscription to My90, Customer may access and use My90 to store and manage My90 Customer Content, and applicable My90 Surveys and Aggregated Survey Responses. This Appendix is subject to the Terms and Conditions of Axon’s Master Service and Purchasing Agreement or in the event you and Axon have entered into a prior agreement to govern all future purchases, that agreement shall govern. 3. IP address. Axon will not store survey respondents’ IP address. 4. Customer Owns My90 Customer Content. Customer controls or owns all right, title, and interest in My90 Customer Content. Except as outlined herein, Axon obtains no interest in My90 Customer Content, and My90 Customer Content is not Axon’s business records. Except as set forth in this Agreement, Customer is responsible for uploading, sharing, managing, and deleting My90 Customer Content. Axon will only have access to My90 Customer Content for the limited purposes set forth herein. Customer agrees to allow Axon access to My90 Customer Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreement or policies governing use of My90 and other Axon products. 5. Details of the Processing. The nature and purpose of the Processing under this Appendix are further specified 783 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 40 of 50 in Schedule 1 Details of the Processing, to this Appendix. 6. Security. Axon will implement commercially reasonable and appropriate measures to secure Customer Data against accidental or unlawful loss, access, or disclosure. Axon will maintain a comprehensive information security program to protect Customer Data including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; security education; and data protection. Axon will not treat Customer Data in accordance with FBI CJIS Security Policy requirements and does not agree to the CJIS Security Addendum for this engagement or any other security or privacy related commitments that have been established between Axon and Customer, such as ISO 27001 certification or SOC 2 Reporting. 7. Privacy. Customer use of My90 is subject to the My90 Privacy Policy, a current version of which is available at https://www.axon.com/legal/my90privacypolicy. Customer agrees to allow Axon access to My90 Non-Content Data from Customer to (a) perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, develop, improve, and support current and future Axon products including My90 and related services; and (c) enforce this Agreement or policies governing the use of My90 or other Axon products. 8. Location of Storage. Axon may transfer Customer Data to third-party subcontractors for Processing. Axon will determine the locations for Processing of Customer Data. For all Customer, Axon will Process and store Customer Data within the country in which Customer is located. Ownership of My90 Customer Content remains with Customer. 9. Required Disclosures. Axon will not disclose Customer Data that Customer shares with Axon except as compelled by a court or administrative body or required by any law or regulation. Axon will notify Customer if any disclosure request is received for Customer Data so Customer may file an objection with the court or administrative body, unless prohibited by law. 10. Data Sharing. Axon may share data only with entities that control or are controlled by or under common control of Axon, and as described below: 10.1. Axon may share Customer Data with third parties it employs to perform tasks on Axon’s behalf to provide products or services to Customer. 10.2. Axon may share Aggregated Survey Response with third parties, such as other Axon customers, local city agencies, private companies, or members of the public that are seeking a way to collect analysis on general policing and community trends. Aggregated Survey Response will not be reasonably capable of being associated with or reasonably be linked directly or indirectly to a particular individual. 11. License and Intellectual Property. Customer grants Axon, its affiliates, and assignees the irrevocable, perpetual, fully paid, royalty-free, and worldwide right and license to use Customer Data for internal use including but not limited to analysis and creation of derivatives. Axon may not release Customer Data to any third party under this right that is not aggregated and de-identified. Customer acknowledges that Customer will have no intellectual property right in any media, good or service developed or improved by Axon. Customer acknowledges that Axon may make any lawful use of My90 Data and any derivative of Customer Data including, without limitation, the right to monetize, redistribute, make modification of, and make derivatives of the surveys, survey responses and associated data, and Customer will have no intellectual property right in any good, service, media, or other product that uses My90 Data. 12. Customer Use of Aggregated Survey Response. Axon will make available to Customer Aggregated Survey Response and rights to use for any Customer purpose. 13. Data Subject Rights. Taking into account the nature of the Processing, Axon shall assist Customer by appropriate technical and organizational measures, insofar as this is reasonable, for the fulfilment of Customer's obligation to respond to a Data Subject Request regarding any Personal Data contained within My90 Customer Content. If in regard to My90 Customer Content, Axon receives a Data Subject Request from Customer's data subject to exercise one or more of its rights under applicable Data Protection Law, Axon will redirect the data subject within seventy-two (72) hours, to make its request directly to Customer. Customer will be responsible for responding to any such request. 14. Assistance with Requests Related to My90 Customer Content. With regard to the processing of My90 Customer Content, Axon shall, if not prohibited by applicable law, notify Customer without delay after receipt, if Axon: (a) receives a request for information from the Supervisory Authority or any other competent authority regarding My90 Customer Content; (b) receives a complaint or request from a third party regarding the obligations of Customer or Axon under applicable Data Protection Law; or (c) receives any other communication which directly or indirectly pertains to My90 Customer Content or the Processing or protection of My90 Customer Content. Axon 784 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 41 of 50 shall not respond to such requests, complaints, or communications, unless Customer has given Axon written instructions to that effect or if such is required under a statutory provision. In the latter case, prior to responding to the request, Axon shall notify Customer of the relevant statutory provision and Axon shall limit its response to what is necessary to comply with the request. 15. Axon Evidence Partner Sharing. If Axon Evidence partner sharing is used to share My90 Customer Content, Customer will manage the data sharing partnership with Axon and access to allow only for authorized data sharing with Axon. Customer acknowledges that any applicable audit trail on the original source data will not include activities and processing performed against the instances, copies or clips that has been shared with Axon. Customer also acknowledges that the retention policy from the original source data is not applied to any data shared with Axon. Except as provided herein, data shared with Axon may be retained indefinitely by Axon. 16. Data Retention. Phone numbers provided to Axon directly by Customer or at their direction, or by permitting My90 to access or connect to an information system or similar technology will be retained for twenty-four (24) hours. Axon will not delete Aggregated Survey Response for four (4) years following termination of this Agreement. There will be no functionality of My90 during these four (4) years other than the ability to submit a request to retrieve Aggregated Survey Response. Axon has no obligation to maintain or provide Aggregated Survey Response after these four years and may thereafter, unless legally prohibited, delete all Aggregated Survey Response. 17. Termination. Termination of an My90 Agreement will not result in the removal or modification of previously shared My90 Customer Content or the potential monetization of Survey Response and Aggregated Survey Response. 18. Managing Data Shared. Customer is responsible for: 18.1. Ensuring My90 Customer Content is appropriate for use in My90. This includes, prior to sharing: (a) applying any and all required redactions, clipping, removal of metadata, logs, etc. and (b) coordination with applicable public disclosure officers and related legal teams; 18.2. Ensuring that only My90 Customer Content that is authorized to be shared for the purposes outlined is shared with Axon. Customer will periodically monitor or audit this shared data; 18.3. Using an appropriately secure data transfer mechanism to provide My90 Customer Content to Axon; 18.4. Immediately notifying Axon if My90 Customer Content that is not authorized for sharing has been shared. Axon may not be able to immediately retrieve or locate all instances, copies or clips of My90 Customer Content in the event Customer requests to un-share previously shared My90 Customer Content; 19. Prior to enrollment in My90. Prior to enrolling in My90, Customer will: 19.1. determine how to use My90 in accordance with applicable laws and regulations including but not limited to consents, use of info or other legal considerations; 19.2. develop a set of default qualification criteria of what My90 Customer Content may be shared with Axon; and 19.3. assign responsibilities for managing what My90 Customer Content is shared with Axon and educate users on what data may or not be shared with Axon. 20. Customer Responsibilities. Customer is responsible for: 20.1. ensuring no My90 Customer Content or Customer End User’s use of My90 Customer Content or My90 violates this Agreement or applicable laws; 20.2. providing, and will continue to provide, all notices and has obtained, and will continue to obtain, all consents and rights necessary under applicable laws for Axon to process Customer Data in accordance with this Agreement; and 20.3. maintaining necessary computer equipment and Internet connections for use of My90. If Customer becomes aware of any violation of this Agreement by an End User, Customer will immediately terminate that End User’s access to My90. Customer will also maintain the security of End User’s usernames and passwords and security and access by End Users to My90 Customer Content. Customer is responsible for ensuring the configuration and utilization of My90 meets applicable Customer regulations and standards. Customer may not sell, transfer, or sublicense access to any other entity or person. Customer shall contact 785 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 42 of 50 Axon immediately if an unauthorized party may be using Customer's account or My90 Customer Content or if account information is lost or stolen. 21. Suspension. Axon may temporarily suspend Customer's or any End User’s right to access or use any portion or all of My90 immediately upon notice, if Customer or End User’s use of or registration for My90 may (a) pose a security risk to Axon products including My90, or any third-party; (b) adversely impact My90, the systems, or content of any other customer; (c) subject Axon, Axon’s affiliates, or any third-party to liability; or (d) be fraudulent. Customer remains responsible for all fees, if applicable, incurred through suspension. Axon will not delete My90 Customer Content or Aggregated Survey Response because of suspension, except as specified in this Agreement. 22. My90 Restrictions. Customer and Customer End Users , may not, or may not attempt to: 22.1. copy, modify, tamper with, repair, or create derivative works of any part of My90; 22.2. reverse engineer, disassemble, or decompile My90 or apply any process to derive any source code included in My90, or allow others to do the same; 22.3. access or use My90 with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; 22.4. use trade secret information contained in My90, except as expressly permitted in this Agreement; 22.5. access My90 to build a competitive product or service or copy any features, functions, or graphics of My90; 22.6. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon’s or Axon’s licensors on or within My90; or 22.7. use My90 to store or transmit infringing, libelous, or other unlawful or tortious material; to store or transmit material in violation of third-party privacy rights; or to store or transmit malicious code. 786 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 43 of 50 Schedule 1- Details of the Processing 1. Nature and Purpose of the Processing. To help Customer obtain feedback from individuals, such as members of their community, staff, or officers. Features of My90 may include: 1.1 Survey Tool where Customer may create, distribute, and analyze feedback from individuals it designates. Customer may designate members of the community, staff or officers from whom they would like to obtain feedback; 1.2 Creation of custom forms for surveys. Customer may select questions from a list of pre-drafted questions or create their own; 1.3 Distribution of survey via multiple distribution channels such as text message; 1.4 Ability to access and analyze Survey Response. Axon may also provide Customer Aggregated Survey Responses which contain analysis and insights from the Survey Response; 1.5 Direct integrations into information systems including Computer Aided Dispatch ("CAD"). This will enable Customer to share contact information easily and quickly with Axon of any individuals from whom it wishes to obtain feedback, enabling Axon to communicate directly with these individuals; 1.6 Data Dashboard Beta Test ("Data Dashboard") where Survey Response and Aggregated Survey Response will be displayed for Customer use. Customer will be able to analyze, interpret, and share results of the Survey Response. My90 may provide beta versions of the Data Dashboard that are specifically designed for Customer to test before they are publicly available; 1.7 Survey Responses will be aggregated and de-identified and may be subsequently distributed and disclosed through various mediums to: (1) Customer; (2) other Axon Customer; (3) private companies; and (4) members of the public. The purpose of disclosure is to provide ongoing insights and comparisons on general policing and community trends. Prior to disclosing this information, Axon will ensure that the Survey Response has been de-identified and aggregated or transformed so that it is no longer reasonably capable of being associated with, or could reasonably be linked directly or indirectly to a particular individual; and 1.8 Provide services and materials to engage Customer stakeholders, market the partnership to the public, and facilitate training. 787 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 44 of 50 Axon Event Offer Appendix If the Agreement includes the provision of, or Axon otherwise offers, ticket(s), travel and/or accommodation for select events hosted by Axon (“Axon Event”), the following shall apply: 1. General. Subject to the terms and conditions specified below and those in the Agreement, Axon may provide Customer with one or more offers to fund Axon Event ticket(s), travel and/or accommodation for Customer-selected employee(s) to attend one or more Axon Events. By entering into the Agreement, Customer warrants that it is appropriate and permissible for Customer to receive the referenced Axon Event offer(s) based on Customer’s understanding of the terms and conditions outlined in this Axon Event Offer Appendix. 2. Attendee/Employee Selection. Customer shall have sole and absolute discretion to select the Customer employee(s) eligible to receive the ticket(s), travel and/or accommodation that is the subject of any Axon Event offer(s). 3. Compliance. It is the intent of Axon that any and all Axon Event offers comply with all applicable laws, regulations and ethics rules regarding contributions, including gifts and donations. Axon’s provision of ticket(s), travel and/or accommodation for the applicable Axon Event to Customer is intended for the use and benefit of Customer in furtherance of its goals, and not the personal use or benefit of any official or employee of Customer. Axon makes this offer without seeking promises or favoritism for Axon in any bidding arrangements. Further, no exclusivity will be expected by either party in consideration for the offer. Axon makes the offer with the understanding that it will not , as a result of such offer, be prohibited from any procurement opportunities or be subject to any reporting requirements. If Customer’s local jurisdiction requires Customer to report or disclose the fair market value of the benefits provided by Axon, Customer shall promptly contact Axon to obtain such information, and Axon shall provide the information necessary to facilitate Customer's compliance with such reporting requirements. 4. Assignability. Customer may not sell, transfer, or assign Axon Event ticket(s), travel and/or accommodation provided under the Agreement. 5. Availability. The provision of all offers of Axon Event ticket(s), travel and/or accommodation is subject to availability of funds and resources. Axon has no obligation to provide Axon Event ticket(s), travel and/or accommodation. 6. Revocation of Offer. Axon reserves the right at any time to rescind the offer of Axon Event ticket(s), travel and/or accommodation to Customer if Customer or its selected employees fail to meet the prescribed conditions or if changes in circumstances render the provision of such benefits impractical, inadvisable, or in violation of any applicable laws, regulations, and ethics rules regarding contributions, including gifts and donations. 788 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 45 of 50 Axon Training Pod Appendix 1. Customer Responsibilities. Customer is responsible for: (i) all permits to use the Axon Training Pod; (ii) complying with all applicable laws pertaining to the use of the Axon Training Pod; (iii) any maintenance required for the Axon Training Pod; and (iv) disposal of the Axon Training Pod. 2. Warranties. TO THE EXTENT NOT PROHIBITED BY LAW, AXON TRAINING POD IS SOLD “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON - INFRINGEMENT. 3. Placement. Axon will make its best efforts to work with Customer on the initial placement of the Axon Training Pod. After the initial placement, it is the Customer’s responsibility to make any adjustments to the Axon Training Pod’s placement. 789 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 46 of 50 Appendix for AI Technology This AI Appendix shall only apply to Customers who license Axon Cloud Services in a Quote that specifically utilize AI Technology. Unless explicitly defined otherwise, capitalized terms used in this Appendix have the same meaning as those in the Agreement. 1. Definitions 1.1 AI Technology. Refers to artificial intelligence functionalities embedded in Axon’s Cloud Services, which may include: (a) Enhanced Evidence Management; (b) AI-powered redaction tools; (c) Large Language Model-based tools (e.g., "Draft One" “Policy Chat”); (d) Predictive Analytics for operational insights; or (e) Natural Language Processing (NLP) for text and speech analysis. 1.2 Model Drift. The degradation of AI model performance due to changes in input data or external conditions, requiring retraining or updates. 1.3 Bias Mitigation. Strategies and techniques used to identify, measure, and minimize bias in AI Technology. 2. Scope and Usage 2.1 Integration. Axon AI Technology is intended to improve public safety, streamline operations, and ensure data accuracy. The AI functionalities will only be used as described in the Agreement or applicable documentation. 2.2 Data Use. Axon acts as a Data Processor for AI Technology. All inquiries submitted are processed solely to provide accurate responses based on Customer Content submitted. Customer remains the Data Controller of all Customer Content. Axon and Axon’s subprocessors do not train their models on Customer Content. Customers who elect to participate in Axon’s ACEIP program can enter into custom agreements to assist in product development efforts like AI model training. Even in those cases, Axon operates carefully on redacted data and not on Customer Content. 2.3 Automatic Data Collection.AI Technology may automatically collect Non-Content Data about user interactions with the service and their devices to enhance the functionality and security of the system. The details collected include, but are not limited to, the following: 2.3.1 User Engagement and Activity Metrics. AI Technology may track key engagement statistics, including Daily Active Users (DAUs), Weekly Active Users (WAUs), and Monthly Active Users (MAUs). Additional metrics include new user activations, repeat usage rates, total queries submitted, follow-up query volume, session lengths, retention rates, and user satisfaction ratings (e.g., thumbs up/down feedback). 2.3.2 Sales and Adoption Tracking. Axon monitors the number of licenses and agencies purchasing the service, including those in trial phases, fully deploying the service, and conversion rates from trials to paid subscriptions. 2.3.3 End User inputs. Axon may process de-identified end-user inputs to the AI Technology, excluding Customer Content or any data that directly or indirectly identifies individuals. 3. Axon Responsibilities 3.1 Ethical AI Development. Axon shall: (a) Follow its responsible innovation framework; (b) Engage with the Ethics and Equity Advisory Council (EEAC) for feedback; (c) Conduct testing to minimize bias and ensure reliability; and (d) Implement Bias Mitigation techniques in model development and deployment. 3.2 Security Program. Axon will maintain a comprehensive information security program, including logical and physical access, vulnerability, risk, and configuration management; incident monitoring and response; encryption of digital evidence; and security education. 3.3 Transparency. Axon will provide documentation describing AI functionalities and their intended use and disclose any material limitations, risks, or Model Drift incidents. 3.4 Incident Response. Axon will promptly address and rectify anomalies in AI functionalities, as outlined in its incident management procedures. 790 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 47 of 50 3.5 Compliance. Axon will ensure compliance with applicable laws, regulations, and standards, including but not limited to the EU AI Act, NIST AI standards, and ISO/IEC 27001. 4. Customer Responsibilities 4.1 Ownership of Customer Content. Customer controls and owns all rights, title, and interest in Customer Content. Axon obtains no interest in Customer Content and will only access Customer Content for limited purposes as outlined in the Agreement. 4.2 Use of AI Technologies. Customer must: (a) review AI-generated outputs to ensure accuracy and appropriateness; (b) maintain control over Customer Content shared with AI Technologies (c) comply with applicable laws when using Axon AI Technology and Axon Services; (d) monitor for potential issues with AI outputs, including false positives or negatives; (e) actively opt -in for programs involving data sharing through Axon’s ACEIP program; and (f) provide timely feedback on Axon AI Technology performance. 4.3 Restrictions. AI Technology is not designed for emergencies, and in such cases, users should contact appropriate emergency services directly. Axon disclaims liability for queries containing prohibited content, such as hate, sexual material, or violence, and reserves the right to restrict such usage. 5. Policy Chat. This section outlines the specific terms and conditions related to the use of Policy Chat by the Customer. By utilizing Policy Chat, the Customer agrees to comply with the following provisions: 5.1 License and Content Restrictions. Any uploads beyond 5,000 pages may be limited by Axon. It is the Customer's responsibility to manage uploads to ensure system efficiency and compliance with these terms. 5.2 Data Processing. Inquiries submitted to Policy Chat are processed solely to provide accurate responses based on existing policy documents provided by the Customer. The Customer remains the Data Controller of all policy content, and Axon's role is strictly limited to facilitating access to this information through Policy Chat. 5.3 Policy Chat Restrictions. The information provided by Policy Chat is for informational purposes only and is based on the policy documents uploaded by the Customer. Axon does not guarantee the accuracy, completeness, or timeliness of the information, and disclaims all liability for any reliance placed on such information. Policy Chat is not a substitute for official policy documents, legal advice, or comprehensive training. Users should consult their supervisors, legal advisors, or official sources for t he most accurate and up-to-date policy guidance. Changes to policies may not be reflected immediately, and it is the Customer's responsibility to ensure data integrity by uploading the most current documents and removing outdated versions. 6. Draft One. Specifically for Customers who utilize Draft One, Axon may impose usage restrictions if a single user generates more than three hundred (300) reports per month for two or more consecutive months. 7. Brief One. Brief One includes automatic summarization of all products that can be transcribed. If Customer subscribes to Brief One within a Quote, Customer may utilize Brief One with no limit on the number of pieces of evidence or cases. Notwithstanding the foregoing, Axon may limit evidence and case summaries for cases with over one thousand (1000) pieces of evidence or after three hundred (300) cases per End User per month for two (2) consecutive months in a row. 8. Amendments. Axon reserves the right to amend this Appendix to reflect changes in applicable laws or improvements in AI Technologies. Axon will provide at least 30 days’ notice for any substantive changes. Continued use of Axon Devices and Services after the effective date constitutes acceptance of the updated terms. 791 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 48 of 50 Dedrone Product Appendix If the Quote includes Dedrone Hardware, Dedrone Software, and/or Airspace Security as a Service (collectively “Dedrone Products”), this appendix and the following additional terms shall apply. 1. Definitions 1.1 “Dedrone Data” means data that Axon maintains regarding a wide variety of drone models and manufacturers in the marketplace (“DedroneDNA”, formerly “DroneDNA”), as well as usability information that Axon collects regarding the performance of the Dedrone Software and Dedrone Hardware, aggregate or de- identified Collected Data compiled or used by Axon in accordance with Section 4.2, and any other information that Axon makes available to Customer by means of the Dedrone Software 1.2 “Dedrone Hardware” means the Axon drone detection hardware sensor or mitigation products set forth on a Quote and does not include any Third-Party Hardware. 1.3 “Sensor” means a radio frequency, video, radar or other hardware sensor for drone detection purchased by Customer from Axon or obtained from any third-party vendor. 1.4 “Dedrone Software” means (i) Axon’s proprietary drone-tracking software, known as DedroneTracker (formerly DroneTracker), whether deployed on-premise or hosted by Axon as a cloud-based solution, (ii) Axon’s video analytics software (currently known as Analytics Server), and/or (iii) software and/or firmware deployed or installed on the Dedrone Hardware or available for download and installation onto Customer’s Third-Party Hardware. 1.5 “Third-Party Hardware” means hardware products owned by Customer or purchased by Customer from third parties that are used by Customer in conjunction with the Software. 2. Customer License 2.1 Software License. Subject to the terms of this Agreement, Axon grants Customer a royalty-free, nonexclusive, nontransferable, worldwide right during each Quote Term to use the Dedrone Software, including the Dedrone Data and Collected Data, subject to the terms of the Agreement and this Appendix (the “License”). Customer must purchase a License to the Software for each unit of Dedrone Hardware and/or Third -Party Hardware using Dedrone Software. Accordingly, Customer may only use the Software quantity and type of Hardware and/or Third-Party Hardware units specified on the applicable Quote. If Customer purchases additional Licenses during a current Term, the Term of the new License(s) will be pro-rated to terminate at the end of the then-current License Term. Use of the Dedrone Software is subject to the terms of the Agreement between the parties 2.2 Restrictions. Customer will not: (i) use (or allow a third party to use) the Dedrone Products in order to monitor the availability, security, performance, or functionality of the Dedrone Products, or for any other benchmarking or competitive purposes; (ii) market, sublicense, resell, lease, loan, transfer, or otherwise commercially exploit the Dedrone Products; (iii) modify, create derivative works, decompile, reverse engineer, attempt to gain access to the source code, or copy the Dedrone Products or any of their components; (iv) use the Dedrone Products to conduct any fraudulent, malicious, or illegal activities; or (v) use the Dedrone Products in contravention of any applicable laws or regulations (each of (i) through (v), a (“Prohibited Use”). 3. Customer Obligations 3.1 Compliance. Customer will use the Dedrone Products only in accordance with applicable specifications (the “Specifications”) and in compliance with all applicable laws, including all applicable export laws and regulations of the United States or any other country. Customer acknowledges that due to the nascent nature of drone detection and mitigation technologies applicable laws and regulations may be changing or emerging over time, and agrees that it is Customer’s responsibility to keep itself aware and remain compliant with the current laws and regulations that may apply, including but not limited to those that may apply to advanced features available at Customer’s option in the Dedrone Software. Customer will ensure that none of the Dedrone Products are directly or indirectly exported, re-exported, or used to provide services in violation of such export laws and regulations. Axon reserves the right to suspend use of any Dedrone Products operating in violation of such 792 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 49 of 50 laws, following written notice to Customer. If Customer uses a radio jammer, or any other controlled device, in connection with the Dedrone Software, Customer represents to Axon that it is authorized to do so by the relevant authorities, that it will do so only in accordance with such authorization, and it will provide supporting documentation regarding such authorization upon request. Customer may be required to obtain legal authorization before any purchase or use of hardware sold by third parties. Axon s hall not be liable if any government export authorization is delayed, denied, revoked, restricted or not renewed, nor shall any such delay, denial, revocation, restriction or non-renewal shall not constitute a breach of the Agreement by Axon. 3.2 Computing Environment. Customer is responsible for the maintenance and security of its own network and computing environment that it uses to host and/or access the Dedrone Products and for ensuring that any Third-Party Hardware meets the necessary specifications for use with the Dedrone Software. 4. Data Protection 4.1 Data. If Customer licenses Dedrone Software, as part of its operation, the Dedrone Software may collect and send to servers owned, operated or controlled by Axon data or other information regarding Customer’s use of the Dedrone Software, which may include (i) information generated by each Sensor deployed by Customer, including information related to the date, time, and duration of the detection of the drone, as well as the locations of the detected drones and remote controls and of the Sensor itself (collectivel y, “Sensor Data”), and (ii) video recording of the detected drones, including flight path ("Video Data") (Sensor Data and Video Data are collectively referred to as “Collected Data”). 4.2 Use of Collected Data. Axon has the right to use Collected Data for any purpose, including: (i) improving any Dedrone Product; (ii) analyzing any Dedrone Product or the performance of any Dedrone Product; or (iii) compiling or using aggregate or de-identified Collected Data with other customers, or government and law enforcement entities, with or without compensation. Customer acknowledges that Axon may learn from the performance or use of any Dedrone Product, and Axon shall have the sole right to exploit any modification, enhancement or improvement of any Dedrone Product resulting from such learning. 4.3 User Data. To the extent Axon uses User login information, including name, email, username, and password (collectively, “User Data”) for any purpose other than to provide services to the Customer, such User Data will be deidentified and anonymized, and will not be identified as having come from Customer, except that Axon may disclose User Data where Axon, in good faith, believes that the law or legal process (such as a court order, search warrant or subpoena) requires Axon to do so. 4.4 Security. Axon maintains industry standard physical, technical, and administrative safeguards (the “Security Measures”) to protect Collected Data. 4.5 No Access. Except for User Data, Axon does not (and will not) collect, process, store, or otherwise have access to any personal information, about End Users or users of Customer’s products or services. 5. Ownership. 5.1 Axon Property. Axon owns and retains all right, title, and interest in and to the Dedrone Data, Collected Data, the Dedrone Software, and all intellectual property embodied in the Dedrone Hardware, if the Dedrone Hardware is provided by Axon. Except for the limited license granted to Customer in Section 2.1, Axon does not by means of this Agreement or otherwise transfer or license any rights in the Dedrone Products to Customer, whether by implication, estoppel or otherwise. To the maximum extent permitted by applicable law Customer will take no action inconsistent with Axon intellectual property rights in the Dedrone Products or any Dedrone Data. 5.2 Customer Property. Customer owns and retains all right, title, and interest in and to the User Data and does not by means of this Agreement or otherwise transfer any rights in the User Data to Axon, except for the limited rights set forth in Section 4.3. 6. Government Restricted Rights. To the extent that Customer is an agency or instrumentality of the U.S. government, the parties agree that the Dedrone Software and documentation are commercial computer software 793 Master Services and Purchasing Agreement Version: 23 Release Date: March 2025 Page 50 of 50 and commercial computer software documentation, respectively, and Customer’s rights therein are as specified in this License, per FAR 12.212 and DFARS 227.7202-3, as applicable, or in the case of NASA, subject to NFS 1852.22. 7. Updates. The Dedrone Software may include functionality that allows it to automatically download updates that may be made available by Axon. Customer consents to the installation of such functionality. 794 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-709 Agenda Date:7/9/2025 Version:1 Item #:24. Report regarding a resolution approving the status of the Memorandum of Understanding,Version 16 for the 2025-26 School Year,between the City of South San Francisco and the South San Francisco Unified School District regarding the School Liaison Office program and to receive an annual report on the status of the Memorandum of Understanding.(Scott Campbell, Chief of Police) RECOMMENDATION It is recommended that the City Council receive a report on the status of the Memorandum of Understanding between the City of South San Francisco and the South San Francisco Unified School District regarding the School Liaison Office program and adopt the associated resolution to continue the agreement for the 2025-2026 school year. BACKGROUND/DISCUSSION Per action of the City Council and Board of Trustees in 2023,the South San Francisco Police Department (SSFPD)and South San Francisco Unified School District (SSFUSD)adopted a Memorandum of Understanding (MOU)which commenced for the 2023-24 school year.This MOU consists of guidelines to inform the relationship between the SSFUSD and the School Liaison Officer (SLO)program of the SSFPD which expired on June 30, 2025. The terms of the MOU require an annual review and presentation to evaluate the effectiveness of the program, and whether the parameters of the MOU are being followed.Furthermore,the MOU shall be reconsidered for renewal by both the City of South San Francisco and the SSFUSD for each successive fiscal year. Factors incorporated in the SSFPD’s annual report include: ·Aggregated data on police contacts with students ·A summary of the student arrests and citations by gender, race/ethnicity, and any other relevant data. ·Success of established program goals and objectives ·An appraisal of areas with opportunities for improvement The SSFUSD Board of Trustees approved the renewal of Version 16,for the 2025-26 School Year of the MOU between SSFPD and SSFUSD on June 26,2025,in addition to corresponding proposed draft updates within Sections X(c)and XIII(a).These updates include a new expiration date of June 30,2026,and the removal of prior language which refers to the initial year when moved to the renewal cycle to June/July to correspond with the conclusion of each school year (rather than March of each year). City of South San Francisco Printed on 7/3/2025Page 1 of 2 powered by Legistar™795 File #:25-709 Agenda Date:7/9/2025 Version:1 Item #:24. FISCAL IMPACT There is no fiscal impact to the City’s General Fund. RELATIONSHIP TO STRATEGIC PLAN The MOU meets strategic planning objective 3.0 Public Safety:providing skilled police,emergency and medical service and emergency management. CONCLUSION It is recommended that the City Council accept the report on the status of the Memorandum of Understanding, Version 16 between the City of South San Francisco and the South San Francisco Unified School District and adopt the associated resolution to continue the agreement for the 2025-2026 school year. Attachments: 1.Presentation City of South San Francisco Printed on 7/3/2025Page 2 of 2 powered by Legistar™796 School Liaison Officer Report 2024-2025 School Year Chief Scott Campbell 797 SSFUSD School Sites 2 Middle Schools •Alta Loma Middle School •Parkway Heights Middle School •Westborough Middle School High Schools •El Camino High School •South San Francisco High School •Baden High School Elementary Schools •Buri Buri Elementary •Los Cerritos Elementary •Martin Elementary •Ponderosa Elementary •Spruce Elementary •Sunshine Gardens Elementary •Monte Verde Elementary (San Bruno) •Junipero Serra Elementary (Daly City) •Skyline Elementary (Daly City) 798 SSFUSD Student Demographics and Contacts 3 66 Hispanic/Latino 3992 48.58% 12 Filipino 1626 19.79% 8 White 549 6.68% 5 Chinese 1225 14.91% 5 Samoan 50 0.61% 5 African American 123 1.50% 2 Other Pacific Islander 76 0.92% 1 American Indian/Alaskan Native 96 1.17% 1 Asian Indian 133 1.62% 1 Other Asian 133 1.62% 4 Unknown/Undefined 799 SSFUSD Student Information 4 2 Kindergarten 0 1st grade 2 2nd grade 1 3rd grade 6 4th grade 5 5th grade 4 6th grade 8 7th grade 15 8th grade 14 9th grade 11 10th grade 26 11th grade 14 12th grade 2 Unknown or n/a 38 SPED/IEP 23 EL 5 Homeless/Foster Youth 66 Male 44 Female (Note: Multiple students can be involved in a single contact, or students may not be involved, so student totals do not match contact/case totals) 800 Districtwide School Site Incidents 5 Juvenile/CPS Cases: 29 Vandalisms: 4 Sex Assault/Harassment Cases: 14 Welfare Checks: 25 5150 W&I: 8 Disturbances/Trespass: 20 Assault/Battery: 11 Robbery: 1 Thefts: 2 Burglary: 1 Suspicious Circumstance/Person: 29 Threats: 5 Narcotics/Alcohol: 4 Weapons: 3 Other: 498 (noise complaints, 911 hang-ups (school hours), traffic issues, parent/guardian concerns, animal/SPCA, follow-ups etc.) Total = 654 (SSFUSD Initiated 69%, Police Initiated 21%, Parent/Guardian Initiated 9%, Student Initiated 1%) 801 SSFUSD High School Incidents 6 South San Francisco High School Juvenile/CPS Cases: 6 Sex Assault/Harassment: 2 Welfare Checks/5150s: 3 Disturbances/Trespass: 2 Assault/Battery: 1 Suspicious Circ/Person: 6 Narcotics/Alcohol: 1 Weapon: 2 Other: 82 El Camino High School Juvenile/CPS Cases: 4 Vandalisms: 1 Sex Assault/Harassment: 3 Welfare Checks/5150s: 9 Disturbances/Trespass: 2 Assault/Battery: 6 Robbery: 1 Thefts: 1 Burglary: 1 Suspicious Circ/Person: 7 Threats: 2 Narcotics/Alcohol: 1 Other:50 Baden High School Disturbance/Trespass: 3 Suspicious Circumstance: 1 Other: 16 802 SSFUSD Middle School Incidents 7 Alta Loma Middle School Juvenile/CPS Cases: 3 Welfare Checks/5150s: 2 Sex Assault/Harassment: 2 Suspicious Circ/Person: 3 Narcotics/Alcohol: 2 Other: 20 Parkway Middle School Juvenile/CPS Cases: 6 Vandalisms: 1 Welfare Checks/5150s: 4 Sex Assault/Harassment: 8 Disturbances/Trespass: 3 Assault/Battery: 2 Weapon: 1 Threats: 3 Suspicious Circ/Person: 3 Other: 89 Westborough Middle School Vandalisms: 2 Welfare Checks/5150s: 1 Disturbances/Trespass: 5 Assault/Battery: 2 Other: 27 803 SSFUSD Elementary School Incidents 8 Martin Elementary Juvenile/CPS Cases: 3 Disturbances/Trespass: 3 Suspicious Circ/Person: 2 Other: 54 Los Cerritos Elementary Juvenile/CPS Cases: 1 Welfare Checks/5150s: 2 Suspicious Circ/Person: 1 Other: 35 Sunshine Gardens Elementary Juvenile/CPS Case: 2 Sex Assault/Harassment: 1 Disturbances/Trespass: 1 Suspicious Circ/Person: 1 Other 45 Buri Buri Elementary Juvenile/CPS Cases: 1 Disturbance/Trespass: 2 Welfare Check/5150: 1 Other: 20 Ponderosa Elementary Juvenile/CPS Case: 1 Suspicious Circ/Person: 3 Other: 48 Spruce Elementary Suspicious Circ/Person: 1 Other: 31 Skyline Elementary (Daly City) Suspicious Circ/Person: 1 Other: 14 Junipero Serra Elementary (Daly City) Juvenile/CPS Cases: 2 Welfare Check: 2 Other: 40 Monte Verde Elementary (San Bruno) Welfare Check: 1 Theft: 1 Other: 16 804 School Related Arrest Data 9 Juvenile Arrest Hispanic Male (14 years old) - Attempted Murder/Stabbing Filipino Male (17 years old) – Domestic Violence Juvenile Citation Hispanic Male (17 years old) – Possession of Drugs for Sale Other Male (13 years old) - Trespassing Adult Arrest Asian Male (21 years old) - Burglary Other Male (36 years old) – Sexual Assault 805 Districtwide Mental Health Awareness 10 0 5 10 15 20 25 Welfare Check 5150 W&I Hold Mental Health Clinician Involved 25 8 11 Mental Health Data Mental Health Data 806 Districtwide Mental Health Awareness 11 0 1 2 3 4 5 6 7 8 9 3 9 0 2 4 1 1 0 2 0 0 0 0 1 2 Mental Health Data 807 Mental Health Awareness 12 0 1 2 3 4 5 6 7 8 9 Caucasian Male Hispanic Male Hispanic Female African American Female Filipino Female Chinese Female Other Asian Male Unknown 4 2 9 1 1 1 2 5 Mental Health Data 808 Mental Health Awareness 13 0 1 2 3 4 5 6 7 8 9 8-10 years old 11-12 years old 13-14 years old 15-17 years old Over 18 years old Unknown 6 3 4 9 0 3 Mental Health Data 809 SSFUSD Student and Staff Survey 14 30 survey responses received: 12 Students, 11 School Staff, 7 School Administrators 810 SSFUSD Student and Staff Survey (continued) 15 Score/rating values: 1 = Unsafe 5 = Very SafeScore/rating values: 1 = Unsafe 5 = Very Safe 811 SSFUSD Student and Staff Survey (continued) 16 812 SSFUSD Student and Staff Survey (continued) 17 813 Growth, Partnership, and Improvement 18 High School Sober Graduation Assembly (Formerly Every 15 Minutes Program) Impaired driving education program for high school senior class Partnership between Police Department, School Staff, and ASB Student Leaders Challenges students to think about drinking/drugs while driving, personal safety, and the responsibility of making mature decisions when lives are involved. MADD (Mothers Against Drunk Driving) guest speaker and educational component Student pledge banner on display for graduation week Impairment simulation activities and MADD awareness trailer on display 814 Growth, Partnership, and Improvement 19 “911 for Kids” educational program Engaging presentations to elementary school students Teaches children when to call 911, what to expect when calling, and increase confidence when involved in police, fire, or medical emergency situations Encourages conversations about different scenarios, and provides both instructional materials and important phone numbers 815 Growth, Partnership, and Improvement 20 Needed Areas of Improvement Continue to educate school staff on San Mateo County Juvenile Sexual Assault Protocol Continue Youth Enrichment Series to 5th grade students Active Killer Training/Participation in Lockdown/Barricade drills for evaluation and discussion on police/fire response Continue Parent/SLO meetings for transparency and open lines of communication Continue to Inform SLO/SSFPD of interactive on-campus events to build stronger bonds with students through positive interactions 816 Growth, Partnership, and Improvement 21 High Schools Middle Schools South San Francisco High School •Parent Education Night •Folklorico Festival •Senior Prom •Graduation Ceremony El Camino High School •Career Fair •Back to School Night •Sober Graduation Assembly Alta Loma Middle School •Career Fair •Staff vs. Students Game •Traffic Enforcement Westborough Middle School •Back to School Night •Promotion Ceremony Parkway Middle School •Career Day •Every Kid Deserves a Bike •Traffic Enforcement •Promotion Ceremony 817 Growth, Partnership, and Improvement 22 Elementary Schools Martin Elementary •Red Ribbon Week •Every Kid Deserves a Bike •Trunk or Treat •Traffic Enforcement Los Cerritos Elementary •Every Kid Deserves a Bike •Traffic Enforcement Spruce Elementary •Every Kid Deserves a Bike •Traffic Enforcement Ponderosa Elementary •Traffic Enforcement Sunshine Gardens Elementary •Every Kid Deserves a Bike •Traffic Enforcement •Promotion Ceremony 818 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-710 Agenda Date:7/9/2025 Version:1 Item #:24a. Resolution authorizing the City Manager to execute an update of the Memorandum of Understanding (MOU), Version 16 for the 2025-2026 School Year between the City of South San Francisco regarding the School Liaison Office program and the South San Francisco Unified School District. WHEREAS,the City of South San Francisco (‘City”)and the South San Francisco Unified School District (“SSFUSD”)have been parties to a MOU since 2023-2024 regarding the operation of a School Liaison Officer program,including annual reporting regarding and review of the program,for which the MOU is considered for renewal by both parties on an annual basis; and WHEREAS,as the term of the MOU expired on June 30,2025,the City and SSFUSD have negotiated to renew the arrangement of the MOU on the same terms for the 2025-2026 School Year; and WHEREAS,the 2025-2026 MOU would have a duration that remains in effect through June 30,2026,and again to be considered for renewal by the parties on an annual basis; and WHEREAS,the SSFUSD Board of Trustees approved the 2025-2026 MOU at its meeting on June 26,2025, with minor modifications; and WHEREAS,consistent with the requirements of the MOU,the City Council at a public meeting on July 9, 2025,considered the 2024-2025 annual report pursuant to the MOU,and a recommendation to approve the MOU for 2025-2026. NOW,THERFORE,BE IT RESOLVED that the City Council of the City of South San Francisco hereby approves the renewal of the Memorandum of Understanding between the City of South San Francisco and the South San Francisco Unified School District, attached to this resolution as Exhibit A and incorporated herein. BE IT FURHTER RESOLVED that the City Manager of the City of South San Francisco or designee is hereby authorized and directed to execute the renewal Memorandum of Understanding on behalf of the City of South San Francisco in substantially the same form as Exhibit A,subject to approval as to form by the City Attorney, and to take any action consistent with the intent of this Resolution. ***** City of South San Francisco Printed on 7/3/2025Page 1 of 1 powered by Legistar™819 820 821 822 823 824 825 826 827 828 829 830 831 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-741 Agenda Date:7/9/2025 Version:1 Item #:25. Report regarding a resolution amending the City of South San Francisco Salary Schedule for the Executive Management Unit for fiscal year 2024-25.(Leah Lockhart, Human Resources Director) RECOMMENDATION Staff recommends that the City Council approve a resolution amending the City of South San Francisco salary schedule for Executive Management unit for fiscal year 2024-2025,to provide for a salary adjustment for the position of City Manager effective July 5, 2024. BACKGROUND/DISCUSSION On March 8,2023,the City Council approved and entered an Employment Agreement with City Manager Sharon Ranals as she was appointed to the position of City Manager for the City of South San Francisco.The salary for the position was established at $350,000 annually ($29,166.80 monthly)with consideration given to a compensation survey of the City’s standard benchmark cities in the region and ensuring appropriate internal alignment with subordinate positions.Section 4 (a)of the Agreement also provides that,starting in calendar year 2024,the City Manager’s salary shall be increased by the same percentage at the same time any discretionary across-the-board increase is granted to the City’s employees covered by the Executive Management Compensation Plan,subject to a satisfactory performance evaluation by the City Council.The current Executive Management Compensation plan,approved by City Council on July 27,2022,provides for an across-the-board salary adjustment for all covered employees of three percent (3%)effective July 5,2024.This increase was incorporated into the fiscal year 2024-2025 salary schedule approved by City Council on June 26,2024. However,as the performance evaluation for Ms.Ranals had not yet been completed at that time,the increase was not applied to the City Manager salary.Council has subsequently completed the performance evaluation for Ms.Ranals,and based on satisfactory performance,pursuant to the Employment Agreement,staff recommends that the three percent (3%) salary adjustment be applied to the City Manager. The new salary will be $360,505 annually, or $30,042.13 monthly. This action does not require amendment to the Employment Agreement,as provisions for the increase are specified in the Agreement pursuant to Government Code section 3511.2(a).However,in accordance with Government Code Section 54953(c)(3),the salary schedule must be amended and approved by City Council during a regular meeting to reflect the new salary in order for the changes to become effective. FISCAL IMPACT The 3%salary increase for the City Manager results in a cost increase of $11,487,including salary and associated benefits,for Fiscal Year 2024-25.There is no budget amendment associated with this action,as this cost is within the City Manager’s Office budgeted amounts for employee salary and benefits for Fiscal Year 2024-25. RELATIONSHIP TO STRATEGIC PLAN This action supports all aspects of the City’s strategic plan by ensuring that the City maintains competitive salary and benefits packages to attract and retain high-performing employees to carry out the strategic goals and priorities of the City,including carrying out commitments to made to employees as provided for by employment agreement, memorandum of understanding, and/or compensation plan. CONCLUSION Staff recommends that the City Council approve a resolution amending the City of South San Francisco salary schedule for Executive Management unit for fiscal year 2024-25,to provide for a salary adjustment for the position of City Manager in accordance with the provisions of the Employment Agreement between the City and City Manager Sharon City of South San Francisco Printed on 7/3/2025Page 1 of 2 powered by Legistar™832 File #:25-741 Agenda Date:7/9/2025 Version:1 Item #:25. Ranals. Attachment 1: Employment Agreement between the City of South San Francisco and Sharon Ranals Attachment 2: Executive Management Compensation Plan effective July 1, 2022 through June 30, 2025 City of South San Francisco Printed on 7/3/2025Page 2 of 2 powered by Legistar™833 834 835 836 837 838 839 840 841 842 843 The City of South San Francisco Compensation Plan for the Executive Management Unit July 1, 2022 to June 30, 2025 844 City of South San Francisco Compensation Plan for the Executive Management Unit July 1, 2022 through June 30, 2025 Table of Contents Article Title Page Preamble .......................................................................................................... 1 1 Executive Management Employees Defined .................................................. 1 2 Compensation .................................................................................................. 1 2.1 Definitions ............................................................................................... 1 2.1.1 Base Pay .................................................................................... 1 2.1.2 Enhanced Pay ............................................................................ 1 2.2 One-time Recognition Bonus ................................................................... 1 2.3 Salary ....................................................................................................... 1 2.4 Equity Adjustments .................................................................................. 2 2.5 Salary Control Point ................................................................................. 2 2.6 Special Compensation .............................................................................. 2 2.6.1 Management Incentive Pay ....................................................... 2 2.6.2 Temporary Upgrade Pay ........................................................... 2 2.7 Emergency Declaration ............................................................................ 2 3 Allowances and Reimbursements ................................................................... 2 3.1 Vehicles and Vehicle Allowances ........................................................ 2 3.2 Executive Management and Professional Development Allowance .... 3 3.3 Education Expense Reimbursement Program ....................................... 3 3.4 Uniform Allowance for Safety Employees ........................................... 3 4 Benefits ........................................................................................................... 3 4.1 Medical Insurance ................................................................................. 3 4.1.1 Available Medical Plans ........................................................... 3 4.1.2 Payment of Premium Costs ....................................................... 3 4.1.2.1 Employee HMO Medical Premium Cost ...................... 4 4.1.2.2 Employee Non-HMO Medical Premium Cost .............. 4 4.1.3 Effective Date of Coverage ....................................................... 4 4.1.4 Changes in Medical Insurance for Employees.......................... 4 4.2 Dental Insurance ................................................................................... 4 4.2.1 Core Dental Plan ....................................................................... 4 4.2.2 Calendar Year Maximum .......................................................... 4 4.2.3 Orthodontia ............................................................................... 4 4.2.4 Payment of Premium Costs ....................................................... 4 4.2.5 Effective Date of Coverage ....................................................... 4 845 City of South San Francisco Executive Management Compensation Plan Page 2 July 1, 2022 through June 30, 2025 Article Title Page 4.2.6 Buy-Up Dental Plan .................................................................. 4 4.3 Vision Insurance ................................................................................... 4 4.3.1 Available Plan ........................................................................... 4 4.3.2 Payment of Premium Costs ....................................................... 4 4.3.3 Effective Date of Coverage ....................................................... 5 4.4 Discretionary Benefit Option ................................................................ 5 4.4.1 Proof of Alternate Insurance ..................................................... 5 4.5 Life and Accidental Death and Dismemberment Insurance ................. 5 4.5.1 Term Life Value ........................................................................ 5 4.5.2 AD&D Value ............................................................................ 5 4.5.3 Payment of Premium Costs ....................................................... 5 4.5.4 Effective Date of Coverage ....................................................... 5 4.5.5 Supplemental Life Insurance .................................................... 5 4.6 Disability Insurance Programs .............................................................. 5 4.6.1 Short-term Disability ................................................................ 5 4.6.2 Long-term Disability ................................................................. 5 4.6.3 Paid Family Leave .................................................................... 5 4.6.4 Payment of Premium Costs ....................................................... 5 4.6.5 Effective Date of Coverage ....................................................... 6 4.7 Section 457 Deferred Compensation Plan ............................................ 6 4.8 Section 125 Flexible Benefit Plan ........................................................ 6 4.8.1 Group Insurance Premium Plan ................................................ 6 4.8.2 Health Care Reimbursement ..................................................... 6 4.8.3 Dependent Care Reimbursement .............................................. 6 4.9 Deceased Employee Benefits ................................................................ 6 4.10 Retired Employee Benefits ................................................................... 6 4.10.1 Group Medical Insurance for Qualifying Retirees .................. 6 4.10.2 Medical After Retirement Account (“MARA”) ...................... 6 4.10.3 Group Dental Insurance for Qualifying Retirees..................... 7 4.10.4 Group Vision Insurance for Qualifying Retirees..................... 7 4.10.5 Continued Retiree Health Eligibility ....................................... 7 4.11 Retirement Benefits .............................................................................. 7 4.11.1 Local Miscellaneous Employees Retirement Formula ............ 7 4.11.1.1 2.7% at Age 55 ............................................................ 7 4.11.1.2 2% at Age 60 ............................................................... 7 4.11.1.3 2% at Age 62 ............................................................... 7 4.11.2 Local Miscellaneous Employee Contribution to Retirement System ..................................................................................... 7 4.11.2.1 Local Miscellaneous Classic Member PERS Cost- Sharing Contribution ............................................................ 8 4.11.3 Local Miscellaneous Employees Optional Public Agency Provisions ................................................................................ 8 4.11.3.1 Military Service Credit as Public Service ..................... 8 846 City of South San Francisco Executive Management Compensation Plan July 1, 2022 through June 30, 2025 Page 3 Article Title Page 4.11.3.2 Unused Sick Leave Service Credit ............................... 8 4.11.4 Local Safety Employees Retirement Formula ......................... 8 4.11.4.1 3% at Age 50 ............................................................... 8 4.11.4.2 3% at Age 55 ............................................................... 8 4.11.4.3 2.7% at Age 57 ............................................................ 8 4.11.5 Local Safety Member Contribution to Retirement System ..... 8 4.11.5.1 Local Safety Classic Member PERS Cost-Sharing Contribution .......................................................................... 8 4.11.6 Local Safety Employees Optional Public Agency Provisions 8 4.11.6.1 Military Service Credit as Public Service ................... 8 4.11.6.2 Third Level 1959 Survivor Benefits ............................ 8 4.11.6.3 Unused Sick Leave Service Credit .............................. 9 4.12 Medical After Retirement Account (MARA) Plan ............................... 9 4.12.1 Employer Contributions for Employees Hired on or after April 24, 2010 .......................................................................... 9 4.12.1 Mandatory Employee Compensation Contributions ............... 9 4.12.2 Mandatory Employee Leave Contributions ............................. 9 5 Holidays .......................................................................................................... 9 5.1 Observed Holidays ................................................................................ 9 5.1.1 Full-day Holidays .................................................................... 9 5.1.2 Half-day Holidays ................................................................... 9 5.2 National Day of Mourning or Celebration ............................................ 9 5.3 Discretionary Holiday ........................................................................... 9 6 Leaves ............................................................................................................. 10 6.1 Vacation ................................................................................................ 10 6.1.1 Vacation Accrual Rates ........................................................... 10 6.1.2 Vacation Accumulation ........................................................... 10 6.1.3 Vacation Leave Cash-Out ....................................................... 10 6.2 Administrative Leave ........................................................................... 10 6.2.1 Administrative Leave for New Employees .............................. 11 6.2.2 Supplemental Administrative Leave ........................................ 11 6.3 Medical Appointment Leave ................................................................ 11 6.4 Sick Leave ............................................................................................. 11 6.4.1 Amount of Sick Leave ............................................................. 11 6.4.2 Maximum Paid Sick Leave Time ............................................ 11 6.5 Protected Sick Leave ............................................................................ 12 6.6 Sick Leave Management Policy ........................................................... 12 6.7 Bereavement Leave ............................................................................... 12 6.7.1 Definition of Family Member for Bereavement Leave ........... 12 6.7.2 Leave Within California .......................................................... 12 6.7.3 Leave Outside California ......................................................... 12 6.8 Industrial Injury or Illness Leave .......................................................... 12 847 City of South San Francisco Executive Management Compensation Plan Page 4 July 1, 2022 through June 30, 2025 Article Title Page 6.8.1 Miscellaneous Employee Industrial Injury or Illness Leave Amounts .................................................................................. 12 6.8.2 Safety Employee Industrial Injury or Illness Leave Amounts 12 6.8.3 Workers’ Compensation Disability Payments......................... 12 6.8.4 Separation from City Employment as a Result of a Work- related Injury or Illness ............................................................ 12 6.9 Military Leave ....................................................................................... 13 6.10 Short-term or Long-term Disability Leave ........................................... 13 6.10.1 Insurance Premiums ................................................................ 13 6.10.2 Extending Leave ...................................................................... 13 6.10.3 Separating an Employee on Leave .......................................... 13 6.11 Notification Procedures ........................................................................ 13 6.12 Separation Benefits ............................................................................... 13 6.12.1 Payment of Unused Accrued Vacation Leave ......................... 13 6.12.2 Payment of Unused Accrued Sick Leave upon Separation ..... 13 7 Recreation Facilities and Classes .................................................................... 14 7.1 Admission to Classes ............................................................................ 14 7.2 Use of Facilities .................................................................................... 14 8 Administration of Compensation Program ..................................................... 14 8.1 Administering Program ......................................................................... 14 8.2 Imposing Leave ..................................................................................... 14 8.3 Conflicts with Laws .............................................................................. 14 9 Term of Compensation Program ..................................................................... 15 10 Signatures ........................................................................................................ 15 Appendix A. Executive Management Classifications .................................... 16 Appendix B. Salary Schedule ........................................................................ 17 Appendix C. Side Letter ................................................................................. 18 848 City of South San Francisco Compensation Plan for the Executive Management Unit July 1, 2022 through June 30, 2025 Preamble This Executive Management Compensation Plan sets forth those salaries, benefits, and terms and conditions of employment for full-time regular employees in Executive Management that shall be in effect commencing with the original Agreement and continuing thereafter, unless modified by the City Council. Article 1. Executive Management Employees Defined Executive Management consists of all full-time regular employees in those positions in the exempt service of the City of South San Francisco as identified in Appendix A. This unit also includes such classifications as may be added to it by the City at a later date. Article 2. Compensation 2.1 Definitions— 2.1.1. Base Pay—Base pay is the rate of compensation paid for a specified classification of employment, excluding any other payments. 2.1.2. Enhanced Pay—Enhanced pay is base pay plus incentive pay/special compensation. Each incentive pay will be computed on base pay. The sum of the base pay plus each incentive is the enhanced rate of pay. 2.2. One-time Recognition Bonus—Effective the first full pay period following the adoption of the Compensation Plan by City Council, each member of the Executive Management Team shall receive a one-time, non-pensionable, lump sum recognition bonus of $4,800. 2.3. Salary—All members in the Executive Management team shall receive across-the-board base pay adjustments in the amounts and with the effective dates as follows: Year 1 (July 1, 2022-June 30, 2023) effective the first full pay period following the adoption of the Compensation Plan by Council: six percent (6%); Year 2 (July 1, 2023-June 30, 2024) effective the first full pay period of July 2023: three percent (3%); Year 3 (July 1, 2024-June 30, 2025) effective the first full pay period of July 2019: three percent (3%) There will be no retroactive across-the-board base pay adjustments. 849 City of South San Francisco Executive Management Compensation Plan Page 2 July 1, 2022 through June 30, 2025 2.4. Equity Adjustments—Based on a total compensation study conducted by the City as of April 2022, any classification below market based on the salary survey shall be brought up to the 60th percentile of total compensation, provided that such adjustment does not exceed three percent (3%). Equity adjustments shall be effective the first full pay period following the adoption of the Compensation Plan by Council. 2.5. Salary Control Point—A Control Point has been established for each Department Head classification. The Control Point is set based on the total compensation survey as described in Article 2.3, with consideration given to internal alignment. The City Manager shall establish salaries for department heads within a range of 10% above or below the Control Point. Adjustments to control points do not result in an immediate increase and are based on a periodic review of applicable classifications in the market. Salary placement is based upon performance review and experience. 2.6. Special Compensation—The City Manager has authority, in consultation with the City Council, to grant special compensation not to exceed 15% of base pay to Executive Management employees in the form of: 2.6.1. Management Incentive Pay due to the unique nature of their job and the special skills, knowledge and abilities required; and 2.6.2. Temporary Upgrade Pay when employees are required to work in an upgraded position/classification on a full-time, temporary basis. (Note: Temporary Upgrade is not reportable for PEPRA new members, or those hired by a CalPERS public agency, for the first time, on or after January 1, 2013.) Such special compensation must be reported periodically as earned, must be part of normally required duties, performed during normal work hours, and not paid exclusively in the final compensation period. 2.7. Emergency Declaration—In the event that a state emergency is declared for the City by the City Council, County of San Mateo, State of California, or Federal Government, employees will be paid at the rate of time and one-half for the hours worked in excess of 40 hours in a week on activities related to disaster management and recovery that are reimbursable by state or federal funding. Employees will be similarly compensated when rendering aid to other agencies in an emergency declaration situation where overtime is reimbursable by the requesting agency. Overtime shall be paid within a reasonable time to allow processing and shall not be withheld until settlement of claims for reimbursement. Article 3. Allowances and Reimbursements 3.1 Vehicles and Vehicle Allowances—Effective August 1, 2015, Executive Management employees may receive either a monthly automobile allowance of $450 or elect to have a City-owned vehicle assigned for use in lieu of a monthly automobile allowance, provided that such assignment is approved by the City Manager and that the employee agrees to such conditions as may be established regarding the assignment of a vehicle. Vehicle or vehicle allowances as of the date of the printing of this document are outlined as follows: Job Classification Monthly Allowance Vehicle Assistant City Manager ........................................... x Assistant to the City Manager x 850 City of South San Francisco Executive Management Compensation Plan July 1, 2022 through June 30, 2025 Page 3 Job Classification Monthly Allowance Vehicle Chief of Police ......................................................... x Fire Chief................................................................. x Director of Capital Projects x Director of Economic & Community Development x Director of Human Resources ................................. x Director of Finance.................................................. x Information Technology Director ........................... x Communications Director ....................................... x Director of Parks & Recreation ............................... x Director of Public Works ........................................ x Library Director....................................................... x 3.2 Executive Management Professional Development Allowance—In each fiscal year, all bargaining unit employees shall receive $1000 for personal and professional development. The stipend is intended for professional reference materials, outside training, extra coursework, personal electronic equipment (when utilized for work-related purposes, and professional organization membership). This stipend shall be paid in accordance with PERL (Public Employees’ Retirement Law) and the IRS tax code. Stipends shall be paid with the first full pay period in January of each year, and shall not be prorated for new employees. Employees who have submitted their intent to separate from the City shall not be eligible for this stipend. 3.3 Education Expense Reimbursement Program—All employees are eligible to participate in this program. With approval by the City Manager, an employee who takes a course at an accredited institution of learning shall be eligible to receive reimbursement of up to 50% of the costs, not to exceed $5,000 per fiscal year, for tuition, fees, and course materials. 3.4 Uniform Allowance for Safety Employees—Subject to Department rules, safety employees may receive up to $1,100 per fiscal year for the purchase and maintenance of approved uniform items. This excludes items that are for personal health and safety such as protective garments and safety shoes. Article 4. Benefits Employees shall be eligible to receive insurance benefits, subject to the terms and conditions of the City’s contracts with health insurance providers, as follows: 4.1 Medical Insurance— 4.1.1 Available Medical Plans—Eligible employees shall be permitted to select medical insurance coverage for themselves and their eligible dependents from one of the plans the City has with the carriers, subject to the terms and conditions of the City’s contract with the providers. 4.1.2 Payment of Premium Costs—The City shall pay the equivalent of the HMO premium cost for employees and their dependents to the insurance provider for the plan selected by each employee. 851 City of South San Francisco Executive Management Compensation Plan Page 4 July 1, 2022 through June 30, 2025 4.1.2.1.Employee HMO Medical Premium Cost—All employees on the City’s medical plans shall contribute an amount equal to 15% of the HMO premium based on plan choice and category of coverage (single, two, family). 4.1.2.2.Employee Non-HMO Medical Premium Cost—In addition to the Employee HMO premium cost, employees enrolled in more expensive plans pay any additional cost over the HMO rate based on plan choice and category of coverage (employee only, two or family). 4.1.3 Effective Date of Coverage—The effective date of medical insurance shall be the first of the month following the date of hire, provided the employee properly submits a completed enrollment form within 31 days of the eligibility date. Coverage shall terminate at 12:00 midnight on the last day of the month in which the employee is on paid status prior to separation from employment with the City. Dependent coverage shall terminate on the date prescribed by each medical insurance carrier’s contract for discontinuance of dependents no longer eligible for coverage. 4.1.4 Changes in Medical Insurance for Employees—Should the City determine that there ought to be an amendment in medical plan providers, such as adding, deleting, or changing providers, the City will undertake this conversion, making every effort to maintain the same level of service to participants without costing the City additional funds for medical plan premiums. 4.2 Dental Insurance— 4.2.1 Core Dental Plan—Eligible employees and their dependents shall be provided dental insurance, subject to the terms and conditions of the City’s contract with the provider. 4.2.2 Calendar Year Maximum—The annual maximum benefit is $1,500. 4.2.3 Orthodontia—The lifetime maximum orthodontia benefit is $1,000 for eligible dependents. 4.2.4 Payment of Premium Costs—The City shall pay the premium costs for eligible employees and their dependents to the insurance provider. 4.2.5 Effective Date of Coverage—Coverage is effective on the first day of the month following completion of 6 full-months of employment with the City, provided the employee properly submits a completed enrollment form within 31 days of the eligibility date. Coverage shall terminate at 12:00 midnight on the last day of the month in which the employee is on paid status prior to separation from employment with the City. 4.2.6 Buy-Up Dental Plan—Subject to the terms and conditions of the City’s contract with the provider, employees may participate in an enhanced dental plan by paying the additional coverage costs over the core dental plan. 4.3 Vision Insurance— 4.3.1 Available Plan—Eligible employees and their dependents shall be provided vision insurance, including tint coverage, subject to the terms and conditions of the City’s contract with the provider. 4.3.2 Payment of Premium Costs—The City shall pay the premium costs for employees and their dependents to the insurance provider. 852 City of South San Francisco Executive Management Compensation Plan July 1, 2022 through June 30, 2025 Page 5 4.3.3 Effective Date of Coverage—Coverage is effective on the first day of the month following date of hire. Coverage shall terminate at 12:00 midnight on the last day of the month in which the employee is on paid status prior to separation from employment with the City. 4.4 Discretionary Benefit Option—An employee may elect to receive $550 per month in lieu of medical, dental, and vision benefits through the City. All City contributions will be made to the employee’s Medical After Retirement Account (MARA). 4.4.1 Proof of Alternate Insurance—The employee must provide proof of alternate medical insurance and will be held responsible for maintaining his or her own medical insurance benefits through the alternate source. 4.5 Life and Accidental Death and Dismemberment Insurance— 4.5.1 Term Life Value—Subject to the terms and conditions of the City’s contract with the provider, the amount of Life Insurance benefit for employees is $50,000. 4.5.2 AD&D Value—Subject to the terms and conditions of the City’s contract with the provider, the maximum amount of Accidental Death and Dismemberment Insurance benefit available for employees is $50,000. 4.5.3 Payment of Premium Costs—The City shall pay the premium costs for employees to the insurance provider. 4.5.4 Effective Date of Coverage—Coverage is effective on the first day of the month following date of hire. Coverage shall terminate on the date the employee ceases to be an employee of the City. 4.5.5 Supplemental Life Insurance—Employees may purchase additional life insurance at their own cost, subject to the terms and conditions of the plan. 4.6 Disability Insurance Programs—Subject to the terms and conditions of the City’s contract with the provider, full-time employees shall be provided Short-term Disability (STD) and Long-term Disability (LTD) insurance. If an eligible and covered employee becomes disabled while insured, the provider will pay benefits according to the terms of the group policy after receipt of satisfactory proof of disability. 4.6.1 Short-term Disability—After a 20-day waiting period, an employee may receive 66-2/3% of pre-disability earnings, reduced by any deductible income as determined by the insurance carrier, up to a maximum amount, until LTD benefits begins. 4.6.2 Long-term Disability—After a 90-day waiting period, an employee may receive 66-2/3% of pre-disability earnings, reduced by any deductible income as determined by the insurance carrier, up to a maximum amount. 4.6.3 Paid Family Leave (PFL)—During the first year of the term of this plan, the City shall implement a paid family leave benefit to provide partial wage replacement for up to eight (8) weeks for the purposes of caring for a seriously ill family member, bonding with a newly born child, adopted child, or fostered child, or to attend to a qualifying exigency related to covered active duty of a family member. The Paid Family Leave benefit calculation shall be equivalent to that of the California State EDD benefit. 4.6.4 Payment of Premium Costs—The City shall pay the premium costs to the insurance providers. 853 City of South San Francisco Executive Management Compensation Plan Page 6 July 1, 2022 through June 30, 2025 4.6.5 Effective Date of Coverage—Coverage is effective the first day of the calendar month following the date of hire. Coverage ends on the date employment terminates. 4.7 Section 457 Deferred Compensation Plan—Subject to the terms and conditions of the City’s Deferred Compensation Plan, employees are eligible to participate in the IRS defined Section 457 plans available to City employees. 4.8 Section 125 Flexible Benefit Plan—Subject to the terms and conditions of the City’s plan and the governing laws relating to Flexible Benefit Plans, each employee may participate in any or all of the plan’s three (3) components. Section 125 benefits are available for employees and their dependents as defined by the U.S. Tax Code. 4.8.1 Group Insurance Premium Plan—Participants pay premium contributions for employee and/or dependent coverage under the City’s health care plans on a pre- tax basis, unless the participant opts out of the pre-tax premium plan. 4.8.2 Health Care Reimbursement—Participants may set aside salary of up to the IRS limit ($2,850 effective 1/1/2022) per year on a pre-tax basis to be used to pay their qualified out-of-pocket unreimbursed health care expenses. 4.8.3 Dependent Care Reimbursement—Participants may set aside salary of up to $5,000 per year on a pre-tax basis to pay for their qualified dependent care expenses. 4.9 Deceased Employee Benefits—The City will allow the spouse of a deceased employee/retiree to purchase insurance from a City-provided medical, dental, or vision plan at the City’s premium rate, provided all the following conditions are met: the employee must be enrolled in the plan prior to the qualifying event; there is no cost to the City; the provider does not require a City contribution; and the City is held harmless if the coverage is discontinued. 4.10 Retired Employee Benefits— 4.10.1 Group Medical Insurance for Qualifying Retirees—An employee who was hired on or prior to April 24, 2010 may elect to continue his or her City sponsored medical insurance if the employee is enrolled in the City's group medical plan and retires concurrently with CalPERS and the City. In order to be eligible for this benefit, the employee must have five years of continuous City employment at the time of his or her retirement. The monthly premium that the City will make for retiree medical insurance pursuant to this provision equals the monthly monetary contribution that the City makes for single retiree medical HMO coverage. Retirees will be required to pay any additional costs in order to receive retiree medical benefits. An eligible retiree may also elect to continue dependent coverage provided that the retiree bears the full premium costs for any eligible dependents. A retiree must continually receive a CalPERS retirement allowance in order to remain eligible to receive retiree medical insurance contributions. Any retiree that unretires from CalPERS and returns to active service with a CalPERS covered agency will permanently forfeit their eligibility for retiree medical benefits pursuant to this provision. 4.10.2 Medical After Retirement Account (“MARA”)—An employee who was hired after April 24, 2010 will receive City contributions of one and one-half percent (1.5%) 854 City of South San Francisco Executive Management Compensation Plan July 1, 2022 through June 30, 2025 Page 7 of such an employee’s base salary toward a Medical after Retirement Account (e.g. VEBA or similar City-sponsored plan). 4.10.3 Group Dental Insurance for Qualifying Retirees —An employee may elect to continue his or her City-sponsored dental insurance if the employee is enrolled in the City's group dental plan and retires concurrently with CalPERS and the City. In order to be eligible for this benefit, the employee must have five years of continuous City employment at the time of his or her retirement. The retiree bears the full premium costs for himself/herself and any eligible dependents and will be completely responsible for these payments and for continuing dental coverage. 4.10.4 Group Vision Insurance for Qualifying Retirees —An employee may elect to continue his or her City-sponsored vision insurance if the employee is enrolled in the City's group vision plan and retires concurrently with CalPERS and the City. In order to be eligible for this benefit, the employee must have five years of continuous City employment at the time of his or her retirement. The retiree bears the full premium costs for himself/herself and any eligible dependents and will be completely responsible for these payments and for continuing vision coverage. 4.10.5 Continued Retiree Health Eligibility—A retiree must continually receive a CalPERS retirement allowance in order to remain eligible to receive retiree medical insurance contributions. Any retiree that un-retires from CalPERS and returns to active service with a CalPERS covered agency, excluding active service with the City of South San Francisco, will permanently forfeit their eligibility for retiree medical benefits pursuant to this provision. A retiree that un-retires from CalPERS and returns to active service with the City of South San Francisco is eligible to resume his/her retiree health benefits upon retiring again from the City after at least one (1) year of continuous service. The City Manager may approve an exception to the one (1) year of continuous service requirement in the event of an unforeseen circumstance that prevents the employee from completing the year of service. 4.11 Retirement Benefits—The benefit contract in effect between the City and the Public Employees’ Retirement System (PERS) on behalf of employees of this unit shall be continued during the term of this Agreement. 4.11.1 Local Miscellaneous Employees Retirement Formula— 4.11.1.1. 2.7% at Age 55—Classic Members as defined by CalPERS who were hired by the City before April 24, 2010 will be provided a retirement benefit formula of Miscellaneous Employees 2.7% at age 55 with one-year final compensation. 4.11.1.2. 2% at Age 60—Classic Members as defined by CalPERS who were hired by the City on or after April 24, 2010 will be provided a retirement benefit formula of Miscellaneous Employees 2% at age 60 with 3-year final compensation. 4.11.1.3. 2% at Age 62—New Members as defined by PEPRA will be provided a retirement benefit formula of Miscellaneous Employees 2% at age 62 with 3-year final compensation. 4.11.2 Local Miscellaneous Employee Contribution to Retirement System—The rate prescribed by the Social Security Act for employee contributions shall be deducted 855 City of South San Francisco Executive Management Compensation Plan Page 8 July 1, 2022 through June 30, 2025 from the employee’s pay by the City. The rate prescribed by the Public Employees’ Retirement Law (PERL) for employee contributions shall be deducted from the employee’s pay by the City and forwarded to PERS in accordance with the rules and regulations governing such employee contributions. The contributions will be tax-deferred under IRC section 414(h). 4.11.2.1.Local Miscellaneous Classic Member PERS Cost-Sharing Contribution— Local Miscellaneous Classic members shall pay, in addition to the current 7% or 8% employee contribution, two percent (2%) of the employer’s PERS contribution. 4.11.3 Local Miscellaneous Employees Optional Public Agency Provisions— 4.11.3.1. Military Service Credit as Public Service—An employee may purchase up to four years of service credit for any continuous active military or merchant marine service prior to employment. 4.11.3.2. Unused Sick Leave Service Credit—Credit for unused sick leave. 4.11.4 Local Safety Employees Retirement Formula — 4.11.4.1. 3% at age 50—Classic Members as defined by the Public Employees’ Pension Reform Act (PEPRA) who are hired by the City before April 24, 2010, will be provided a retirement benefit formula of Local Safety 3% at age 50 with one-year final compensation. 4.11.4.2. 3% at age 55—Classic Members as defined by PEPRA who are hired by the City on or after April 24, 2010, will be provided a retirement benefit formula of Local Safety 3% at age 55 with 3-year final compensation. 4.11.4.3. 2.7% at age 57—New Members as defined by PEPRA will be provided a retirement benefit formula of Local Safety 2.7% at age 57 with 3-year final compensation. 4.11.5 Local Safety Member Contribution to Retirement System—Employees will pay the employee portion to the Public Employees’ Retirement System in accordance with the rules and regulations governing such contributions. The employee contribution for Classic Safety members as designated by CalPERS is 9%. New members as designated by CalPERS shall pay 50% of the total normal cost rate, in accordance with Government Code 7522.30. Employee contributions will be tax-deferred under IRC Section 414(h)(2). 4.11.5.1.Local Safety Classic Members PERS Cost-Sharing Contribution —All Safety Classic members shall pay, in addition to the current 9% employee contribution, an additional three percent (3%) of the employer’s PERS contribution. Employee contributions will be credited to each member’s account as normal contributions and will be refundable to members who separate from CalPERS covered employment and elect to withdraw their contributions. 4.11.6 Local Safety Employees Optional Public Agency Provisions— 4.11.6.1. Military Service Credit as Public Service—An employee may purchase up to four years of service credit for any continuous active military or merchant marine service prior to employment. 4.11.6.2. Third Level 1959 Survivor Benefits—Survivor benefits for members who are not covered by Social Security. 856 City of South San Francisco Executive Management Compensation Plan July 1, 2022 through June 30, 2025 Page 9 4.11.6.3. Unused Sick Leave Service Credit—Credit for unused sick leave. 4.12 Medical After Retirement Account (“MARA”)— 4.12.1 Employer Contributions for Employees Hired on or after April 24, 2010 —The City will contribute one and one-half percent (1.5%) of such an employee’s base salary toward a Medical after Retirement Account (e.g. VEBA or similar City- sponsored plan). 4.12.2 Mandatory Employee Compensation Contributions —The City will make mandatory contributions of employee compensation to the MARA plan as follows: Reduction of salary of $50 per pay period to be deposited into the MARA plan. 4.12.3 Mandatory Employee Leave Contributions—All employees shall contribute accrued leave to the MARA plan pursuant to 6.12. Separation Benefits as follows: At retirement or separation: 100 % of payment of Unused Accrued Sick Leave; 100% of payment of Unused Accrued Administrative Leave; and 50% of payment of Unused Accrued Vacation Leave. Article 5. Holidays 5.1 Observed Holidays— 5.1.1 Full-day Holidays—The City shall observe the following full-day holidays. 5.1.2 Half-day Holidays—In addition, the City observes the following half-day holidays. 5.2 National Day of Mourning or Celebration—In addition, the City may observe any other day of national mourning or celebration, provided that it has been proclaimed by the City Council and the Council directs the closure of the City offices for public service. Any such day shall be granted only to those employees who are regularly scheduled to work on the day for which such day is proclaimed. 5.3 Discretionary Holiday—An employee shall be eligible for one 8-hour holiday each year, in addition to the holidays observed by the City. Once accrued, this discretionary holiday January 1 ................................................................... New Year’s Day Third Monday in January ......................................... Martin Luther King, Jr. Day Third Monday in February ....................................... President’s Day Last Monday in May ................................................ Memorial Day June 19 ..................................................................... . Juneteenth July 4 ...................................................................... Independence Day First Monday in September ...................................... Labor Day Second Monday in October ...................................... Indigenous People’s Day November 11 ............................................................ Veteran’s Day Fourth Thursday in November ................................. Thanksgiving Day Friday following Fourth Thursday in November ..... Day After Thanksgiving December 25 ............................................................. Christmas Day December 24 ............................................................. Christmas Eve Day December 31 ............................................................. New Year’s Eve Day 857 City of South San Francisco Executive Management Compensation Plan Page 10 July 1, 2022 through June 30, 2025 should be used before vacation leave. An employee must take the discretionary holiday before the last pay period of the calendar year. An employee who has not used the discretionary holiday before the last pay period of the calendar year shall forfeit the unused holiday. No cash payouts will be allowed. Article 6. Leaves 6.1 Vacation—All employees shall be eligible to earn and be granted vacation leave. 6.1.1 Vacation Accrual Rates—Each employee shall accrue vacation hours in accordance with the following accrual rate schedule. 6.1.2 Vacation Accumulation—An employee may accumulate up to 2 times the annual accrual rate of vacation hours. Once an employee has accumulated 2 times the annual accrual, no further vacation leave will accrue until the pay period after the vacation balance has been reduced below the two-year cap. 6.1.3 Vacation Leave Cash-Out––Employees shall be allowed to cash out up to 120 hours of unused accrued vacation per calendar year with the following provisions: Employees must have completed a minimum of one year of service. Employees must maintain a minimum of 80 hours of accrued vacation hours in their vacation bank. Employees must complete an irrevocable election form and submit the completed form to the Human Resources Department no later than December 15 of the calendar year prior to the year of the desired cash-out. Only time accrued during the calendar year following the irrevocable election may be cashed out. Payments for vacation cash-outs shall be made in November. Only time accrued during the calendar year following the irrevocable election may be cashed out. Executive Team members will have a one-time opportunity to cash out any remaining eligible leave hours for calendar year 2022 (up to the 120-hour annual limit) in November 2022, for payment prior to the end of the calendar year. Beginning in 2023, all cash-out elections must be submitted in the prior calendar year. 6.2 Administrative Leave—Each employee shall be entitled to receive 40 hours per fiscal year of administrative leave in recognition of the City’s expectation that members of this group routinely and consistently perform the duties of their positions during times that involve hours in excess of the normal 5-day, 40-hour workweek. Said 40 hours shall accrue on July 1st of each fiscal year. Administrative leave not taken before the last pay period in the fiscal year shall be forfeited. Length of Service Pay period Accrual Rate Annual Accrual 1st through 4th years, inclusive 4.62 hours 15 days 5th through 14th years, inclusive 6.16 hours 20 days 15th through 24th years, inclusive 7.69 hours 25 days 25th and succeeding years 9.23 hours 30 days 858 City of South San Francisco Executive Management Compensation Plan July 1, 2022 through June 30, 2025 Page 11 6.2.1 Administrative Leave for New Employees—Immediately upon hiring, a new employee shall be entitled to receive administrative leave at the rate of 1.538 hours for each pay period of employment remaining in the fiscal year during the year the employee was hired. 6.2.2. Supplemental Administrative Leave—Employees in this unit are also eligible to receive up to an additional 40 hours of administrative leave per fiscal year. Although it is recognized that not all members of this unit may satisfy the eligibility criteria and only those satisfying the criteria may receive the additional hours, employees in Executive management will automatically receive an additional 40 hours of administrative leave without the need to apply in writing. Supplemental administrative leave not used before the last pay period in the fiscal year shall be forfeited. The criteria for supplemental administrative leave is determined by the City Manager. The City Manager may deny the additional 40 hours of administrative leave to any member of the Executive Team at the City Manager’s sole discretion. 6.3 Medical Appointment Leave—An employee may be granted leave without loss of salary or benefits for the purpose of going to appointments with medical doctors or dentists in instances where the employee is unable to arrange for such appointments to occur during non-work time. The first 8 hours of medical appointment leave per calendar year shall not be charged to sick leave; all other absences related to medical appointments shall be charged to sick leave. 6.4 Sick Leave—An employee who is temporarily and/or partially disabled from performing the full scope of the usual and customary duties of the position as the result of an injury or illness, or is entitled to use sick leave for other purposes as required by law, shall be eligible to receive sick leave without loss of salary or benefits within the limits set forth below. 6.4.1 Amount of Sick Leave—Each employee will accrue 8 hours per month of sick leave. Such leave may be accumulated without limit. 6.4.2 Maximum Paid Sick Leave Time—An employee who has insufficient unused sick leave hours on record to cover any absence from the job shall use accrued vacation leave and administrative leave prior to receiving authorization for leave of absence without pay. 6.5 Protected Sick Leave—Employees accumulate sick leave each year as defined in the sick leave article of this Agreement. In accordance with Labor Code 233, employees are permitted to use up to half of their annual sick leave allotment, in any calendar year, for the following purposes: the diagnosis, care, or treatment of an existing health condition of, or preventative care for, themselves; the diagnosis, care, or treatment of an existing health condition of, or preventative care for, an employee’s child (regardless of age or dependency status), parent, spouse, registered domestic partner, grandparent, grandchild, sibling, and parent of the employee’s spouse or registered domestic partner; and if the employee is a victim of domestic violence, sexual assault, or stalking, to obtain any relief to help ensure the health, safety or welfare of the employee or his or her child. 859 City of South San Francisco Executive Management Compensation Plan Page 12 July 1, 2022 through June 30, 2025 Use of leave under this section shall not be counted as an “occurrence” for purposes of monitoring the amount of sick leave use under the City’s Sick Leave Management Policy. 6.6 Sick Leave Management Policy—The City’s Sick Leave Management Policy Administrative Instruction defines abuse of sick leave as the use of sick leave for purposes other than illness or injury. Consistent with this Policy, the monitoring, management, maximum sick leave use, and reporting should conform to a general City standard. 6.7 Bereavement Leave—An employee may be granted paid leave of absence upon the death or for the funeral of a family member as defined below. 6.7.1 Definition of Family Member for Bereavement Leave—For the purpose of bereavement leave, a family member is defined as a spouse, child, father, mother, brother, sister, grandfather, grandmother, father-in-law, mother-in-law, brother-in- law, sister-in-law, daughter-in-law, and son-in-law. In addition, the department head may grant bereavement leave to an employee upon the death or for the funeral of some other person, if in the opinion of the City Manager, there existed an extraordinarily close familial relationship between the employee and such other person. 6.7.2 Leave Within California—Employees may be granted up to a maximum of 24 hours of bereavement leave per occurrence for the death or for the funeral of a family member residing within California. 6.7.3 Leave Outside California—Employees may be granted up to a maximum of 40 hours of bereavement leave per occurrence for the death or for the funeral of a family member residing outside of California. 6.8 Industrial Injury or Illness Leave—An employee who is temporarily and/or partially disabled from performing work as a result of any injury or illness that has been determined to be industrially caused and requires the employee to be absent from work, shall be entitled to receive paid industrial injury or illness leave without loss of salary or benefits, as indicated. 6.8.1 Miscellaneous Employee Industrial Injury or Illness Leave Amounts —An employee shall be eligible to receive paid industrial injury or illness leave for all time the employee is normally scheduled to work but is unable to work during a 90-calendar day period following the date upon which the injury or illness caused the period of temporary and/or partial disability and necessitated the employee’s absence from work. 6.8.2 Safety Employee Industrial Injury or Illness Leave Amounts —A safety employee who is temporarily and/or partially disabled from performing work as a result of any injury or illness, which has been determined to be industrially caused necessitating absence from work, shall be entitled to receive paid injury leave without loss of salary or benefits as provided for in Labor Code Section 4850 and its related sections. 6.8.3 Workers’ Compensation Disability Payments—An employee who is receiving paid industrial injury or illness leave shall assign to the City all workers’ compensation insurance proceeds received by the employee for all of the time for which the employee also received paid leave from the City. 6.8.4 Separation from City Employment as a Result of a Work-related Injury or Illness — A separation may arise out of a work-related disability, which is of a serious or 860 City of South San Francisco Executive Management Compensation Plan July 1, 2022 through June 30, 2025 Page 13 life/threatening nature, that prohibits the employee from engaging in the usual or customary occupation or a similar occupation, and which severely limits the employee’s mobility and ability to engage in productive and gainful employment with or without reasonable accommodation. 6.9 Military Leave—This leave shall be granted in accordance with the provisions of applicable state and federal law. 6.10 Short-term or Long-term Disability Leave—Upon an employee qualifying for short-term or long-term disability insurance benefits, in accordance with the requirements of the City’s policy, the City shall determine whether to separate the employee from the position or grant the employee a leave of absence without pay for any period up to 365-calendar days or a reasonable extension thereof. 6.10.1 Insurance Premiums—The City will continue to pay insurance premiums for a disabled employee until the date upon which the employee is separated from City employment. 6.10.2 Extending Leave—If the City grants an employee a leave of absence without pay for any period and the employee is unable to resume work prior to or at the expiration of such leave, the City may subsequently grant additional leave if circumstances warrant such additional leave. In accordance with applicable law, the City may also choose to separate the employee from City service. An employee who has been granted a leave of absence without pay may request and receive payment for any unused vacation leave accrued but not used by the employee. 6.10.3 Separating an Employee on Leave—The City will not separate an employee until the employee has been qualified for long-term disability benefits for a period of at least 90 days, except in those instances where the City and the employee agree to an earlier separation. 6.11 Notification Procedures—An appropriate City-designated leave form should be submitted subsequent to each occurrence of non-discretionary leave, such as Sick Leave, Paid Family Care Leave, Sick Leave as Family Care, Bereavement Leave, Military Leave, Medical Appointment Leave, personal leave, and any other leave that would qualify under this provision. The form should indicate the purpose of the leave. The City reserves the right to take such action it deems necessary to confirm or verify use of this leave. Such leave may run concurrently with leave taken under the state or federal family leave laws pursuant to City regulations. 6.12 Separation Benefits—Payment of separation benefits may be deferred from the time of separation to the first pay period in the calendar year immediately following the date of separation, at the employee’s option. 6.12.1 Payment of Unused Accrued Vacation Leave Upon Separation —An employee who retires or separates from City employment and who has accumulated unused vacation time on record, shall be compensated at the employee’s enhanced hourly rate of pay as of the date of separation for all such unused vacation hours in a manner consistent with Section 4.12. (MARA). 6.12.2 Payment of Unused Accrued Sick Leave Upon Separation —Employees are eligible to receive payment for unused accumulated sick leave. An employee shall be paid at the employee’s enhanced hourly rate of pay for half of the accumulated sick leave 861 City of South San Francisco Executive Management Compensation Plan Page 14 July 1, 2022 through June 30, 2025 hours. However, no employee shall receive payment of any accrued sick leave hours in excess of 1,200; the maximum payable hours of 600. Employees are eligible to receive payment for unused accumulated sick leave in the following circumstances: Death; or Disability Retirement form CalPERS; or Full service retirement provided that all the following conditions are met: o 10 years of consecutive full time City service; and o Simultaneous retirement from City service and a receipt of a service retirement from CalPERS. This is also the method for defining “Unused Accrued Sick Leave” pursuant to section 4.12. MARA Mandatory Leave Contributions. Article 7. Recreational Facilities and Classes 7.1 Admission to Classes—All regular employees shall be entitled to free admission to City recreation facilities and to free enrollment in up to 8 recreational classes during a 12-month period (lab fees or ingredient fees are not included). 7.2 Use of Facilities—Employees using City recreation facilities and enrolled in City recreational classes shall engage in such activities only during the employee’s non-work time. Employee admission to recreation facilities and recreation classes shall be accomplished in conformance with the rules and regulations established by the Parks and Recreation Department. Article 8. Administration of Compensation Program 8.1 Administering Program—The City Manager through the Personnel Officer shall administer the Executive Management Compensation Program and may establish such policies, rules, and regulations as are deemed appropriate for the effective administration of the Program. Employees shall comply with such policies, rules, and regulations as established by the City Manager. 8.2 Imposing Leave—The City Manager may grant or impose administrative leave without loss of pay or benefits for members of Executive Management for any purpose deemed by the City Manager to be appropriate to the circumstances. 8.3 Conflicts with Law—In the event that the provisions of this Compensation Program are found to be in conflict with state or federal law or regulation, the provisions of the law or regulation shall prevail. 862 City of South San Francisco Executive Management Compensation Plan July 1, 2022 through June 30, 2025 Page 15 Article 9. Term of Compensation Program This Compensation Program will be in effect from July 1, 2022, to June 30, 2025, unless this Program is modified at an earlier time. Article 10. Signatures. Signed this ________ day of __________________ 20__ For the Executive Management Unit: For the City: Mike Futrell, City Manager 863 City of South San Francisco Executive Management Compensation Plan Page 16 July 1, 2022 through June 30, 2025 Appendix A Executive Management Classifications Those classifications in the Executive Management unit are the following: Assistant City Manager Assistant to the City Manager Chief of Police Fire Chief Director of Economic and Community Development Director of Finance Director of Human Resources Director of Information Technology Communications Director Director of Parks and Recreation Director of Public Works Library Director Director of Capital Projects 864 City of South San Francisco Executive Management Compensation Plan July 1, 2022 through June 30, 2025 Page 17 Appendix B Salary Schedule 865 City of South San Francisco Executive Management Compensation Plan Page 18 July 1, 2022 through June 30, 2025 Executive Management Side Letter 1. Following completion of successor MOU negotiations for all City bargaining units, the City shall conduct a review of internal alignment of executive management classification salaries with respect to subordinate classifications. Based on this review, the City Manager may recommend and adjustment to the salary control point to City Council for approval. 2. During the first year of the compensation plan, the City will meet with unit representatives regarding the development of a supplemental retirement plan for PEPRA employees with the goal of implementing a plan by July 1, 2023. 866 867 Published by Human Resources Department City of South San Francisco Street Address: Mailing Address: First Floor City Hall 400 Grand Avenue P. O. Box 711 South San Francisco CA 94080 South San Francisco CA 94083 650/877-8522 Tel Web Site 650/829-6699 Job Line www.ssf.net 650/829-6698 Fax 868 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-751 Agenda Date:7/9/2025 Version:1 Item #:25a. Resolution amending the City of South San Francisco salary schedule for Executive Management unit for fiscal year 2024 -25 WHEREAS,the City Council approved and entered an Employment Agreement with Sharon Ranals to appoint her to the position of City Manager on March 8, 2023. WHEREAS, the Employment Agreement established the annual salary for the City Manager at $350,000 annually; and WHEREAS,pursuant to the Employment Agreement,the City Manager shall receive the same across-the-board salary adjustments provided to the Executive Management Unit Compensation Plan,starting in 2024,and contingent upon a satisfactory performance evaluation; and WHEREAS,City Council approved the Executive Management Unit compensation plan on July 27,2022,which provided for a three percent (3%) across-the-board increase for all unit members; and WHEREAS, City Council has subsequently completed the performance evaluation for Ms. Ranals; and WHEREAS,Staff have prepared the amended Fiscal Year 2024-25 Salary Schedule to reflect a three percent (3%) adjustment to the City Manager salary,effective July 5,2024,consistent with the Employment Agreement and the Executive Management Unit Compensation Plan. NOW,THEREFORE,BE IT RESOLVED that the City Council of the City of South San Francisco does hereby approve the Amended Executive Management Salary Schedule for fiscal year 2024-25,effective July 5,2024, attached hereto as Exhibit A. ***** City of South San Francisco Printed on 7/3/2025Page 1 of 1 powered by Legistar™869 Executive Management, City Manager, and City Clerk Only City of South San Francisco | Salary Schedule Effective 7/5/2024 (Amended) Resolution 25-751 EXHIBIT A JOB TITLE JOB CODE EFFECTIVE DATE UNIT Pay Type MINIMUM CONTROL POINT MAXIMUM Assistant City Manager N100 7/5/2024 EXEC Hourly 129.02$ 141.92$ 156.11$ Bi-Weekly 10,321.60$ 11,353.60$ 12,488.80$ Monthly 22,363.47$ 24,599.47$ 27,059.07$ Assistant to the City Manager N180 7/5/2024 EXEC Hourly 77.21$ 84.93$ 93.42$ Bi-Weekly 6,176.80$ 6,794.40$ 7,473.60$ Monthly 13,383.07$ 14,721.20$ 16,192.80$ City Clerk E100 7/5/2024 ELECT Hourly 112.21$ Bi-Weekly 8,976.80$ Monthly 19,449.73$ City Manager N115 7/5/2024 CM Hourly 173.32$ Bi-Weekly 13,865.60$ Monthly 30,042.13$ Communications Director N190 7/5/2024 EXEC Hourly 110.74$ 121.81$ 133.99$ Bi-Weekly 8,859.20$ 9,744.80$ 10,719.20$ Monthly 19,194.93$ 21,113.73$ 23,224.93$ Deputy City Manager N120 7/5/2024 EXEC Hourly 110.74$ 121.81$ 133.99$ Bi-Weekly 8,859.20$ 9,744.80$ 10,719.20$ Monthly 19,194.93$ 21,113.73$ 23,224.93$ Director of Capital Projects N195 7/5/2024 EXEC Hourly 110.74$ 121.81$ 133.99$ Bi-Weekly 8,859.20$ 9,744.80$ 10,719.20$ Monthly 19,194.93$ 21,113.73$ 23,224.93$ Director of Economic & Community Development N140 7/5/2024 EXEC Hourly 113.01$ 124.31$ 136.74$ Bi-Weekly 9,040.80$ 9,944.80$ 10,939.20$ Monthly 19,588.40$ 21,547.07$ 23,701.60$ Director of Finance N145 7/5/2024 EXEC Hourly 115.01$ 126.51$ 139.16$ Bi-Weekly 9,200.80$ 10,120.80$ 11,132.80$ Monthly 19,935.07$ 21,928.40$ 24,121.07$ Fire Chief N150 7/5/2024 EXEC Hourly 131.89$ 145.08$ 159.59$ Bi-Weekly 10,551.20$ 11,606.40$ 12,767.20$ Monthly 22,860.93$ 25,147.20$ 27,662.27$ 870 Executive Management, City Manager, and City Clerk Only City of South San Francisco | Salary Schedule Effective 7/5/2024 (Amended) Resolution 25-751 EXHIBIT A JOB TITLE JOB CODE EFFECTIVE DATE UNIT Pay Type MINIMUM CONTROL POINT MAXIMUM Director of Human Resources N130 7/5/2024 EXEC Hourly 110.74$ 121.81$ 133.99$ Bi-Weekly 8,859.20$ 9,744.80$ 10,719.20$ Monthly 19,194.93$ 21,113.73$ 23,224.93$ Director of Information Technology N165 7/5/2024 EXEC Hourly 113.93$ 125.32$ 137.85$ Bi-Weekly 9,114.40$ 10,025.60$ 11,028.00$ Monthly 19,747.87$ 21,722.13$ 23,894.00$ Library Director N110 7/5/2024 EXEC Hourly 111.25$ 122.38$ 134.62$ Bi-Weekly 8,900.00$ 9,790.40$ 10,769.60$ Monthly 19,283.33$ 21,212.53$ 23,334.13$ Director of Parks and Recreation N175 7/5/2024 EXEC Hourly 115.76$ 127.34$ 140.07$ Bi-Weekly 9,260.80$ 10,187.20$ 11,205.60$ Monthly 20,065.07$ 22,072.27$ 24,278.80$ Chief of Police N155 7/5/2024 EXEC Hourly 135.35$ 148.88$ 163.77$ Bi-Weekly 10,828.00$ 11,910.40$ 13,101.60$ Monthly 23,460.67$ 25,805.87$ 28,386.80$ Director of Public Works N160 7/5/2024 EXEC Hourly 115.59$ 127.15$ 139.87$ Bi-Weekly 9,247.20$ 10,172.00$ 11,189.60$ Monthly 20,035.60$ 22,039.33$ 24,244.13$ 871 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-714 Agenda Date:7/9/2025 Version:1 Item #:26. Conference with Legal Counsel - Existing Litigation (Pursuant to Government Code Section 54956.9(d)(1)) Name of case: Robert Reinosa vs. City of South San Francisco (Worker’s Compensation Appeals Board Case No. ADJ18157193) (Sky Woodruff, City Attorney, Lauren Zalona, RTGR Law, and Leah Lockhart, Human Resources Director) City of South San Francisco Printed on 7/3/2025Page 1 of 1 powered by Legistar™872 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:25-745 Agenda Date:7/9/2025 Version:1 Item #:27. Conference with Labor Negotiators (Pursuant to Government Code Section 54957.6) Agency designated representatives: Sharon Ranals, City Manager, Rich Lee, Assistant City Manager, Leah Lockhart, Human Resources Director Unrepresented Groups: Executive Management, Public Safety Managers City of South San Francisco Printed on 7/3/2025Page 1 of 1 powered by Legistar™873 ID Email Name / Nombre Provide your comment(s) during:Presentar sus comentarios durante:Enter Agenda # below, if applicable.Agregue 1 anonymous Cory David Public Comments & Consent Calendar (Comentarios Públicos & Calendario de Consentimiento); 2 anonymous Cynthia Marcopulos Public Comments & Consent Calendar (Comentarios Públicos & Calendario de Consentimiento); 3 anonymous Annie Public Comments & Consent Calendar (Comentarios Públicos & Calendario de Consentimiento); 4 anonymous Annie Agenda Item (Artículo de Agenda);Council comments/requests