Agenda packet — Foster City City Council, June 20, 2022 (part 1 of 3)

CITY OF FOSTER CITY/

ESTERO MUNICIPAL IMPROVEMENT DISTRICT

THIS MEETING WILL BE CONDUCTED PURSUANT TO THE PROVISIONS OF GOVERNMENT CODE SECTION 54953 (AS AMENDED BY AB 361) WHICH AUTHORIZES TELECONFERENCED MEETINGS UNDER THE BROWN ACT DURING CERTAIN PROCLAIMED STATES OF EMERGENCY. THE GOVERNOR OF CALIFORNIA PROCLAIMED A STATE OF EMERGENCY RELATED TO COVID-19 ON MARCH 4, 2020. THIS TELEC ONFERENCED MEETING IS NECESSARY SO THAT THE CITY CAN CONDUCT ESSENTIAL BUSINESS AND IS PERMITTED UNDER GOVE RNMENT CODE 54953 IN ORDER TO PROTECT PUBLIC HEALTH AND SAFETY OF ATTENDEES. MEMBERS OF THE PUBLIC

THAT WISH TO ATTEND AND/OR PARTICIPATE IN A MEETING MAY DO SO IN PERSON OR BY

JOINING THE ZOOM MEETING
HTTPS://FOSTERCITY-ORG.ZOOM.US/J/83087746064 PUBLIC
COMMENTS WILL BE ACCEPTED BOTH IN PERSON AND VIA ZOOM MEETING. ANY EMAILS SENT TO [email protected] WILL BE PROVIDED TO THE CITY COUNCIL PRIOR TO THE MEETING.

Consistent with Government Code Section 54953, this City/District Meeting will be held via teleconference in addition to in person. City Councilmembers/District Board and staff will attend in person or via teleconference.

To maximize public safety while still maintaining transparency and public access, members of the public can observe the meeting from home or attend the meeting in person. Below is information on how the public may observe and participate in the meeting.

To Attend the Meeting in Person:
• Location: 620 Foster City Blvd, Foster City, California, 94404

To Provide Public Comment in Person:
• Members of the public wishing to speak will be asked to fill out a Request to Speak Form. Forms will be accepted until the staff presentation on an agenda item ends, or until the public comment period on non- agenda items is closed. For special meetings, public comment is limited to item(s) on the agenda only.

To Observe the Meeting via Teleconference/Video Conference:
• To access the meeting by computer / smartphone, go to:
https://fostercity-org.zoom.us/j/83087746064

• To dial-in via phone:
1- 669-900-6833 or
1-408-638-0968
And enter Webinar ID: 830 8774 6064

To Participate in the Meeting by Providing Public Comment via Teleconference/Video Conference:
• During the Meeting: Live verbal public comments may be made by members of the public joining the meeting via Zoom. Zoom access information is provided above. Use the “raise hand” feature (for those joining by phone, press *9 to “raise hand”) during the public comment period for the agenda item you wish to address. The Zoom Host will call on people to speak by name provided or last 4 digits of phone number for dial-in attendees. Please clearly state your full name for the record at the start of your public comment.

Before the Meeting: Written public comments for the record may be submitted in advance by 4:00 p.m. the day of the meeting by email to: [email protected] and will be made part of the written
record but will not be read verbally at the meeting. Written public comments submitted by email should adhere to the following:
• Clearly indicate the Agenda Item No. or specify “Public” in the Subject Line for items not on the agenda
• Include the submitter’s full name (Recommended but not required) 1 Written public comments received by 4:00 p.m. the day of the meeting will be provided in their entirety to the City Council prior to the meeting and will be made part of the written record but will not be read verbally at the meeting. Written public comments will be posted to the City’s website for review prior to the meeting.

AGENDA

Monday, June 20, 2022 6:30 PM

REGULAR MEETING AS CITY COUNCIL/EMID BOARD OF DIRECTORS

1. CALL TO ORDER

2. PLEDGE OF ALLEGIANCE

3. ROLL CALL

Councilmembers/ex officio EMID Directors Jon Froomin, Sanjay Gehani, Sam Hindi, Patrick Sullivan, and Mayor/President Richa Awasthi

4. SPECIAL PRESENTATIONS

4.1. A Proclamation Recognizing the Week of June 19-25, 2022 as "National Mosquito Control Awareness Week" and San Mateo County Mosquito and Vector Control District Services Overview by District Director Brian Weber

4.2. A Proclamation Declaring the Month of July as "Parks and Recreation Month"

4.3. Presentation on Alzheimer's Disease by Brandon L. and Celina L.

4.4. A Certificate of Recognition for Sahil G., Recipient of an Honorable Mention in the "Trash to Art" Contest

5. PUBLIC

Government Code Section 54954.2 E (3) precludes the City Council from discussing or acting upon any topic initially presented during the “Public” portion of the agenda. Information may be received, placed on a future agenda, or referred to the appropriate City staff.

FCMC 2.08.240 Addressing the Council. "...Each person desiring to address the Council shall step up to the public rostrum after being recognized to speak by the presiding officer, shall state his/her name and address for the record, state the
subject he/she wishes to discuss, state who he/she is representing if he/she represents an organization or other persons and, unless further time is granted by majority vote of the Council, shall limit his/her remarks to three minutes. The 2 City Council may vary the time limit for any speaker, if it deems this necessary." Speakers may join the Zoom meeting via the meeting link and using the “raise hand” feature and the Zoom host will call on people.

6. CITY/EMID CONSENT CALENDAR

All matters listed under Consent Calendar are considered to be routine by the City Council/EMID Board of Directors and will be enacted by one motion unless removed by a member of the Council/Board, staff, or public. There will be no separate discussion on these items unless a citizen or a Council/Board member so requests. If discussion is required, that item will be removed from the Consent Calendar and will be considered separately after approval of the remaining items on the Consent Calendar. Vote may be by roll call.

6.1. City/EMID Minutes

6.1.1. City/EMID Regular Meeting of June 6, 2022

6.2. City/EMID Ordinances for Adoption (First City Ordinance Number to be used tonight is 649)

6.2.1. An Ordinance of the City of Foster City Amending the Foster City Zoning Map to Modify the Previously Approved General
Development Plan for the 5.135 Acre Parcel Known as 1065 East Hillsdale Boulevard at the Northwest Corner of Foster City Boulevard and East Hillsdale Boulevard in the C-2/PD (General Business/Planned Development) District with an Amended
General Development Plan to Allow an Approximately 5,200 Square-foot Restaurant/Retail Use – Town Center Neighborhood – APN 094-512-080 – RZ2021-0002 (First Reading June 6, 2022)

6.3. City/EMID Resolutions for Adoption (First City Resolution Number to be used tonight is 2022-64 and EMID Resolution Number to be used tonight is 3655)

6.3.1. A Resolution of the City Council of the City of Foster City Approving and Authorizing the City Manager to Execute
Documents Accepting the Dedication of an Easement on the Properties Located at 303 and 305 Velocity Way (the “Wellbeing Center”) Owned by Gilead Sciences, Inc. for Access by Police, Fire and Public Works Vehicles Responding to Emergencies or Maintaining, Exercising, Flushing or Testing Emergency
Equipment and Any Public Utilities; Authorizing the City Attorney to Execute the Associated Certificate of Acceptance; and Authorizing the City Clerk to Record the Documents With the San Mateo County Assessor’s Office
a) Staff Report
b) Adopt Resolution
3 6.3.2. A Resolution of the City Council of the City of Foster City Approving and Authorizing the City Manager to Execute
Documents Accepting the Dedication of an Easement on the Property Located at 307 Velocity Way (the “Gilead Park”) Owned by Gilead Sciences, Inc. For Access by Police, Fire and Public Works Vehicles Responding to Emergencies or Maintaining, Exercising, Flushing or Testing Emergency Equipment and Any Public Utilities; Authorizing the City Attorney to Execute the Associated Certificates of Acceptance; and Authorizing the City Clerk to Record the Documents with the San Mateo County Assessor’s Office
a) Staff Report
a) Adopt Resolution

6.3.3. A Resolution of the City Council of the City of Foster City Authorizing a One-Year Extension on an Agreement with Tripepi Smith and Associates Inc. for Strategic Communications and Outreach Services for the Levee Protection Planning and Improvements Project (CIP 327-657) from August 1, 2022 to July 31, 2023 in an Amount Not to Exceed $133,408.80
a) Staff Report
b) Adopt Resolution

6.3.4. A Resolution of the City Council of the City of Foster City Authorizing the Award of a Construction Contract to Radius Earthwork, Inc. in the Amount of $1,337,300 for the Pavement Rehabilitation Project FY 20/21 (CIP 301-697); and an
Appropriation in the Amount of $60,000 From Fund 301 to CIP 301-697 Account No. 301-0910-697-4251
a) Staff Report
b) Adopt Resolution

6.3.5. A Resolution of the City Council of the City of Foster City Appropriating an Additional $28,312 to the Information
Technology Equipment Replacement Fund Account No. 504-
0160-419-4388 and Authorizing the Mayor to Execute an
Agreement with Cartegraph Inc. for Computerized Maintenance Management Software (CMMS) in an Amount Not to Exceed
$78,312
a) Staff Report
b) Adopt Resolution

6.3.6. A Resolution of the City Council of the City of Foster City Authorizing the Mayor to Execute a 3-year Small Government Enterprise License Agreement (ELA) with ESRI Inc. for
Geographic Information System (GIS) Software in an Amount Not to Exceed $115,500, Reflecting Annual Payments of $38,500 a) Staff Report
b) Adopt Resolution

4 6.3.7. A Resolution of the City Council of the City of Foster City Establishing a New Fund 141 for SB 1383 Implementation and Establishing an FY 2021-2022 Revenue Budget of $47,314
a) Staff Report
b) Adopt Resolution

6.3.8. A Resolution of the City Council of the City of Foster City Urging Sutter Health to Reopen the Mack E. Mickelson Therapy Pool in San Mateo for Public Use
a) Staff Report
b) Adopt Resolution

6.3.9. a) A Resolution of the City Council of the City of Foster City Extending the Proclamation of the Existence of a Local
Emergency Caused by the Threat of the Novel Covid-19 Virus, and Proclaiming the Continuing Need for the City Council, Planning Commission and Committees to Meet by
Teleconference and Allowing for Increased Meeting Accessibility via in Person and Teleconference Meeting Participation; and b) A Resolution of the Board of Directors of the Estero Municipal Improvement District Proclaiming the Continuing Need for the Estero Municipal Improvement District Board of Directors, Planning Commission, and Committees to Meet by
Teleconference and Allowing for Increased Meeting Accessibility via in Person and Teleconference Meeting Participation
c) Staff Report
d) Adopt Resolutions

6.3.10. a) A Resolution of the City Council of the City of Foster City Approving the Job Classifications of Housing Coordinator and Irrigation Technician; and
b) A Resolution of the Board of Directors of the Estero Municipal Improvement District Approving the Job Classifications of Housing Coordinator and Irrigation Technician
c) Staff Report
d) Adopt resolutions

6.3.11. a) A Resolution of the City Council of the City of Foster City Adopting an Updated Investment Policy Dated June 20, 2022; and
b) A Resolution of the Board of Directors of the Estero Municipal Improvement District Adopting an Updated Investment Policy Dated June 20, 2022
c) Staff Report
d) Adopt Resolutions

5 7. PUBLIC HEARINGS

7.1. A Public Hearing to Hear and Consider Public Comments Regarding Adoption of New Development Impact Fees, including the Park Facilities Impact Fee, Transportation Impact Mitigation Fee, and the Public Safety Impact Fee and to Consider Adopting Updated Rates for the City’s Existing Commercial Linkage Fee
a) Open Public Hearing
b) Staff Report
c) Receive Public Testimony
d) Close Public Hearing
e) Action - An Ordinance of the City Council of the City of Foster City Adopting a Transportation Impact Mitigation Fee, Adopting a Public Safety Impact Fee, and Adopting a Park Facilities Impact Fee to Be Imposed on New Development Projects in the City of Foster City i. Introduce Ordinance by Title, by Motion Waive Further Reading ii. By Motion Pass Ordinance to Second Reading
f) Action - A Resolution of the City Council of the City of Foster City Adopting the Nexus Studies and Associated Impact Fee Project Lists and Setting Charges for the Parks Facilities Impact Fee, Transportation Impact Fee, and Public Safety Impact Fee
g) Action - A Resolution of the City Council of the City of Foster City Adopting the Nexus Study and Setting Charges for the Commercial Linkage Fee

8. REPORTS

8.1. Levee Improvements Project (CIP 327-657) - Monthly General Update a) Staff Report
b) Action - By Minute Order, Receive and Accept the Report

9. ORDINANCES FOR INTRODUCTION

9.1. An Ordinance of the City of Foster City Amending Sections 15.12.010 (Purpose, Objective, Intent), 15.12.020 (Definitions), 15.12.170(J) (Exempt Signs-political Signs) and 15.12.180 (Temporary Signs) Within Chapter 15.12 (Sign Control) of Title 15, Buildings and Construction of the Foster City Municipal Code Relating to Temporary Non-commercial Rights-of-way Signs (Tabled from June 6, 2022 City Council Meeting) a) Staff Report
b) Action
i. Introduce Ordinance by Title, by Motion Waive Further Reading ii. By Motion Pass Ordinance to Second Reading

6 10. RESOLUTIONS FOR ADOPTION

10.1. Consideration of Appointment of City/District Manager a) Staff Report
b) Action - A Resolution of the City Council of the City of Foster City Establishing the Salary for the City Manager and Authorizing the Mayor to Execute an Employment Agreement with Stefan Chatwin for Employment as the City Manager Effective June 21, 2022
c) Action - A Resolution of the Board of Directors of the Estero Municipal Improvement District Establishing the Salary for the District Manager and Authorizing the President to Execute an Employment Agreement with Stefan Chatwin for Employment as the District Manager Effective June 21, 2022
d) Action - A Resolution of the City Council of the City of Foster City Approving and Adopting the Amended Pay Plan Effective June 21, 2022 e) Action -
A Resolution of the Board of Directors of the Estero Municipal Improvement District Approving and Adopting the Amended Pay Plan Effective June 21, 2022

10.2. Consideration of Fiscal Year 2022-2023 City/District Budget a) Staff Report
b) Action - A Resolution of the City Council of the City of Foster City Approving the Fiscal Year 2022-2023 City Budget
c) Action - A Resolution of the Board of Directors of the Estero Municipal Improvement District Approving the Fiscal Year 2022-2023 District Budget

10.3. Consideration of the Pay Plan for Fiscal Year 2022-2023 a) Staff Report
b) Action - A Resolution of the City Council of the City of Foster City Approving and Adopting the Pay Plan Effective July 1, 2022 c) Action - A Resolution of the Board of Directors of the Estero Municipal Improvement District Approving and Adopting the Pay Plan Effective July 1, 2022

11. COMMUNICATIONS

11.1. City/District Warrants of Demands were Processed and Issued on May 31, 2022 and June 3, 2022 and ACH were processed on June 3, 2022. a) Information Item Only
b) No Action Required

7 12. CITY/DISTRICT MANAGER REPORTS, COUNCIL/BOARD STATEMENTS

AND REQUESTS, AND COUNCIL LIAISON REPORTS

City/District Manager and Council/EMID Board Members report on their various assignments and liaison roles and Council/EMID Board requests for scheduling future items.

13. CLOSED SESSION

13.1. Conference with Real Property Negotiators (Government Code Section 54956.8)
Property: Mariner's Point Golf and Practice Center (APN 094-130-010) Agency Negotiators: Edmund Suen and Benjamin Stock
Negotiating Parties: VB Golf, LLC
Under Negotiation: Price and Terms of Lease

13.2. Conference with Legal Counsel - Anticipated Litigation Significant exposure to Litigation Pursuant to Paragraph (2) of Subdivision (d) of Government Code section 54956.9: (One Potential Case)

13.3. Report Out from Closed Session

14. ADJOURNMENT

The public is invited to attend.

Any attendee wishing special accommodations at the meeting should contact the City Clerk’s Department at (650) 286-3250 at least 48 hours in advance of the meeting.

Any writings or documents provided to a majority of the City Council or EMID Board regarding any item on this agenda after the agenda packet was distributed will be made available for public inspection in the City Clerk Department at City Hall located at 610 Foster City Boulevard during normal business hours and at the meeting.

City Council meetings on FCTV on Comcast Channel 27 and AT&T Channel 99:

LIVE every 1st and 3rd Monday of the month
REPLAY next day at 1:00 pm (that week only)
REPLAY Saturday at 5:00 pm (only on Saturday the week the actual meeting occurs)

City Council meetings on https://www.fostercity.org/community/page/fctv-live-stream :

STREAMED LIVE every 1st and 3rd Monday of the month

City Council meetings on-demand:
https://www.fostercity.org/agendasandminutes

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CITY OF FOSTER CITY/

ESTERO MUNICIPAL IMPROVEMENT DISTRICT
REGULAR MEETING OF JUNE 6, 2022

MINUTES

CALL TO ORDER OF CITY COUNCIL/EMID BOARD OF DIRECTORS
The Regular Meeting of June 6, 2022 of the City Council of the City of Foster City, sitting as said Council and as ex officio the Board of Directors of the Estero Municipal Improvement District (EMID), was called to order at 6:30 p.m. by Mayor/President Richa Awasthi.

Pursuant to Governor Newsom’s Executive Order N-29-20, as amended through Order N-08-21, the meeting was held as a hybrid meeting.

ROLL CALL
The Communications Director/City Clerk/District Secretary called the roll:

PRESENT: Councilmembers/ex officio Directors Jon Froomin, Sanjay Gehani, Sam Hindi, Patrick Sullivan, and Mayor/President Richa Awasthi.

ABSENT: None.

STAFF PRESENT: Edmund Suen, Interim City/District Manager, Ben Stock, City Attorney/District Legal Counsel; Jennifer Phan, Interim Deputy City Manager; Derek Schweigart, Parks and Recreation Director; Maria Saguisag-Sid, Human Resources Director; Tracy Avelar, Police Chief; Robert Marshall, Fire Marshal; Louis Sun, Public Works Director; Thai-Chau Le, Planning Manager; Mark Lee, Police Lieutenant; Rob Lasky, IT Manager; Shannon Allen, Consulting Planner; Julie Paping, Interim Principal Management Analyst; Vanessa Brannon, Management Analyst; Yelena Cappello, Deputy City Clerk; Kevin Ortiz, Management Coordinator; Shuli Chen, Video Technician and Priscilla Schaus, Communications Director/City Clerk/District Secretary.

SPECIAL PRESENTATIONS
PROCLAMATION RECOGNIZING AND OBSERVING JUNETEENTH.

Mayor Awasthi presented the proclamation recognizing and observing Juneteenth to Bill Stewart representing Foster City Association of Black Residents.

PROCLAMATION RECOGNIZING JUNE 2022 AS LGBTQ PRIDE MONTH. 12 Councilmember Sullivan presented the proclamation recognizing June 2022 as LGBTQ Pride Month to LGBTQ Commissioner Dana Johnson, representing the San Mateo County LGBTQ Commission.

PUBLIC
The following people addressed the City Council via email regarding geese depredation:

1. Lin;

2. Ellie Mae; and

3. Joanne Werneke.

The following people addressed the City Council in person:

1. Lynnette Hickox, 220 Commons Lane, regarding geese depredation;

2. Winfred de Kreij, 518 Jibstay Lane, regarding the need for fencing near the transmission tower on Baffin Street;

3. Michael Schultz, 310 Chesapeake Avenue regarding geese depredation;

4. Angela Stucker, 1000 Foster City Boulevard, regarding geese depredation; and

5. Phyllis McArthur, 1415 Marlin Avenue, regarding geese depredation; Pam Heman addressed the City Council via teleconference regarding the closure of the Mickelson Arthritis and Rehabilitation Center pool.

Without objection from the City Council Mayor Awasthi requested staff agendize a resolution regarding Mickelson Arthritis and Rehabilitation Center pool.

CONSENT CALENDAR
Motion by Councilmember/Director Sullivan, seconded by Councilmember/Director Hindi, and carried unanimously, 5-0-0, approving the following items on the City/District Consent Calendar:

City/EMID Consent Calendar

1. Minutes of Regular Meeting of May 16, 2022;

2. Minutes of City Council and Planning Commission Joint Special Meeting of May 17, 2022;

3. Minutes of Special Meeting of May 18, 2022;

4. Minutes of Special Meeting of May 24, 2022;

5. City Resolution No. 2022-55, “A Resolution of the City Council of the City of Foster City, California, Establishing the Property Tax Rate for General Obligation Bonds for Fiscal Year 2022-2023;”

6. City Resolution No. 2022-56, “A Resolution of the City Council of the City of Foster City Approving a Temporary Use Permit and Authorizing the Temporary Closure of Shell Boulevard Between East Hillsdale Boulevard and South Service Road, Balclutha Drive Between the Round-About on the Peninsula Jewish Community 13 Center (PJCC) Campus and Shell Boulevard, and the Temporary Closure of the Shell Boulevard Exit of the South Service Road for Summer Days 2022;”

7. City Resolution no. 2022-57, “A Resolution of the City Council of the City of Foster City Authorizing the City Manager to Execute an Agreement with Primegov for Agenda Management Software in an Amount Not to Exceed $40,721;”

8. City Resolution No. 2022-58, “A Resolution of the City Council of the City of Foster City Appropriating Funds from the Information Technology Equipment Replacement Fund Account Number 504-0160-419-4388 and Authorizing the City Manager to Execute an Agreement with Cities Digital, Inc. for Laserfiche Document Management Software in an Amount Not to Exceed $44,085;”

9. City Resolution No. 2022-59, “A Resolution of the City Council of the City of Foster City Authorizing the Execution of an Agreement for the City of Foster City IT Division to Provide Information Technology Services to the San Mateo Consolidated Fire Department in the Amount of $39,867 for FY 2022-2023 and Authorizing the City Manager to Execute the Agreement;”

10.EMID Resolution No. 3649, “A Resolution of the Board of Directors of the Estero Municipal Improvement District Authorizing the Execution of an Agreement for the Estero Municipal Improvement District IT Division to Provide Information Technology Services to the San Mateo Consolidated Fire Department in the Amount of $39,867 for FY 2022-2023 and Authorizing the District Manager to Execute the Agreement;”

11.City Resolution No. 2022-60, “A Resolution of the City Council of the City of Foster City Awarding a Contract to Disability Access Consultants (DAC) in an Amount Not to Exceed $130,000 for Services to Update Written Policies Relating to Americans With Disabilities Act (ADA) and Self-Evaluation and Transition Plan;”

12.EMID Resolution No. 3650, “A Resolution of the Board of Directors of the Estero Municipal Improvement District Awarding a Contract to Disability Access Consultants (DAC) in an Amount Not to Exceed $130,000 for Services to Update Written Policies Relating to Americans with Disabilities Act (ADA) and Self- Evaluation and Transition Plan;”

13.EMID Resolution No. 3651, “A Resolution of the Board of Directors of the Estero Municipal Improvement District Approving the Extension of a Pilot Water/Wastewater Rate Assistance Program (W/WRAP) Through June 30, 2023;”

14.EMID Resolution No. 3652, “A Resolution of the Board of Directors of the Estero Municipal Improvement District Authorizing the Issuance of a Request for Proposals for Professional Emergency Generator Design Services;” and

ITEMS REMOVED FROM CONSENT CALENDAR

AGREEMENT WITH THE CITY OF SAN JOSE FOR MINIMUM WAGE ENFORCEMENT SERVICES. CITY RESOLUTION NO. 2022-61.

Without objection from the City Council Mayor Awasthi removed this item from the Consent Calendar at the request of Vice Mayor Froomin.
14 Discussion ensued.

Motion by Councilmember Hindi, seconded by Councilmember Sullivan, and carried, 4- 1-0, Vice Mayor Froomin voted “no”, adopting City Resolution No. 2022-61, “A Resolution of the City of Foster City Authorizing an Agreement with the City of San Jose for Minimum Wage Enforcement Services in an Amount Not-to-Exceed $45,000 for an Initial Three- Year Term from July 1, 2022 to June 30, 2025, with an Option to Extend the Agreement for an Additional Two-Year Term in an Amount Not-to-Exceed $15,000 Per Year.”

RECOMMENDED ADVOCACY POSITIONS ON PRIORITY LEGISLATION FOR THE 2022 STATE LEGISLATURE. CONTINUED TO JUNE 20, 2022 CITY COUNCIL MEETING.

Without objection from the City Council Mayor Awasthi removed this item from the Consent Calendar at the request of Councilmember Hindi and Councilmember Sullivan.

Discussion ensued.

Motion by Councilmember Hindi, seconded by Councilmember Sullivan, and carried unanimously, 5-0-0, to continue “Recommended Advocacy Positions on Priority Legislation for the 2022 State Legislature” to the June 20, 2022 City Council meeting.

REPORTS
NON-PROFIT AGENCY FUNDING FOR FISCAL YEAR 2022-2023. MINUTE ORDER NO. 1859. TAKEN OUT OF AGENDA ORDER.

Management Analyst Brannon presented the staff report.

Marah Curry, representing the Chamber of Commerce, addressed the City Council via email.

The following people addressed the City Council/EMID Board of Directors in person:

1. Sue Digre, representing PARCA;

2. Sonja Tappan, representing San Mateo Foster City Education Foundation;

3. Supriya Singh, representing Foster City Village;
The following people addressed the City Council/EMID Board of Directors via teleconference:

1. Jordy Pascual, representing Jobs for Youth;

2. Bart Charlow, representing Samaritan House;

3. Marilyn Kaplan;

4. Allie Rogge, representing StarVista; and

5. Christine Kohl Zaugg, representing Sustainable San Mateo County. 15 Discussion ensued.

Motion by Councilmember/Director Hindi, seconded by Councilmember/Director, and carried, 3-2-0, Vice Mayor/Vice President Froomin and Councilmember/Director Gehani voted “no”, to direct staff to proceed with option 3 as presented in the staff report, with each non-profit receiving funds based on their application, funding history, annual report, and community needs category funding percentage, with an amendment to move the requested funds from the Foster City Sister City Association to Foster City Village, as follows:

Non-Profit Agency Community Needs
Category Funding
CALL Primrose Basic Services $5,000
County of San Mateo Jobs for
Youth Community Enrichment $3,000
Foster City Village Community Enrichment $7,000
Hillbarn Theatre Community Enrichment $4,000
LifeMoves Basic Services $10,000
Mission Hospice Basic Services $7,000
PARCA Basic Services $5,000
Samaritan House Basic Services $20,000
San Mateo-Foster-City Community
Education Foundation Community Enrichment $6,000
Foster City Sister Cities
Association Community Enrichment $0
StarVista Basic Services $5,000
Sustainable San Mateo County Community Health $3,000
TOTALS $75,000
RECESS. The meeting recessed at 8:35 p.m. and reconvened at 8:43 p.m.

POTENTIAL BUSINESS LICENSE TAX ORDINANCE AMENDMENT AND
CONSIDERATION OF NOVEMBER 8, 2022 GENERAL ELECTION BALLOT MEASURE. MINUTE ORDER NO. 1860. TAKEN OUT OF AGENDA ORDER.

Interim City Manager Suen presented the staff report.
16 William E. Rainey, representing Sycomp, addressed the City Council via email.

Discussion ensued.

Motion by Councilmember Sullivan, seconded by Councilmember Gehani, and carried, 4-0-1, Councilmember Hindi abstained, adopting Minute Order No. 1860, directing staff to establish and work with a Business License Tax ad hoc subcommittee comprised of Mayor Awasthi and Councilmember Gehani and come back to Council with the item at the July 18, 2022 City Council meeting.

PUBLIC HEARINGS
PRELIMINARY BUDGET FOR FISCAL YEAR 2022-2023. MINUTE ORDER NO. 1861.

Mayor/President Awasthi opened a public hearing to hear and consider public comments regarding the City/District Preliminary Budget for Fiscal Year 2022-2023.

Interim City/District Manager Suen presented the staff report.

Without objection from the City Council/EMID Board of Directors, Mayor/President Awasthi closed the public hearing.

Discussion ensued.

Motion by Councilmember/Director Sullivan, seconded by Councilmember/Director Gehani, and carried unanimously, 5-0-0, adopting Minute Order No. 1861, directing staff to proceed with incorporating the terms from the preliminary budget into the final budget for FY 2022-20223t o be considered for adoption by the City Council/EMID Board on June 20, 2022.

ESTABLISHING WATER RATES FOR FISCAL YEAR 2022-2023. CITY RESOLUTION NO. 2022-62. EMID RESOLUTION NO. 3653.

Mayor/President Awasthi opened a public hearing to hear and consider comments regarding establishing water rates for Fiscal Year 2022-2023.

Public Works Director Sun presented the staff report.

You You Xue addressed the City Council via email.

Without objection from the City Council/EMID Board of Directors, Mayor/President Awasthi closed the public hearing.

Discussion ensued.
17 Motion by Vice Mayor/Vice President Froomin seconded by Councilmember/Director Gehani, and carried unanimously, 5-0-0, adopting City Resolution No. 2022-62, “A Resolution of the City Council of the City of Foster City Establishing New Water Rates for Fiscal Year 2022-2023” and EMID Resolution No. 3653, “A Resolution of the Board of Directors of the Estero Municipal Improvement District Establishing New Water Rates for Fiscal Year 2022-2023.”
GENERAL DEVELOPMENT PLAN FOR THE 5.135-ACRE PARCEL KNOWN AS 1065 EAST HILLSDALE BOULEVARD IN THE C-2/PD (GENERAL BUSINESS/PLANNED

DEVELOPMENT COMBINING) DISTRICT WITH AN AMENDED GENERAL DEVELOPMENT PLAN TO ALLOW AN APPROXIMATELY 5,200 SQUARE FEET OF RESTAURANT/RETAIL USE LOCATED AT 1065 EAST HILLSDALE BOULEVARD AT

THE NORTHWEST CORNER OF FOSTER CITY BOULEVARD AND EAST HILLSDALE BOULEVARD (RZ2021-0002).

Mayor Awasthi opened a public hearing to hear and consider comments regarding an amendment to the Foster City Zoning Map to modify the previously approved General Development Plan for the 5.135-Acre Parcel known as 1065 East Hillsdale Boulevard in the C-2/PD (General Business/Planned Development Combining) District with an amended General Development Plan to allow an approximately 5,200 Square Feet of Restaurant/Retail Use located at 1065 East Hillsdale Boulevard at the Northwest Corner of Foster City Boulevard and East Hillsdale Boulevard (RZ2021-0002).

Consulting Planner Allen presented the staff report/PowerPoint presentation.

No public testimony was received.

Without objection from the City Council, Mayor Awasthi closed the public hearing.

Discussion ensued.

Motion by Vice Mayor Froomin, seconded by Councilmember Gehani, and carried unanimously, 5-0-0, to introduce the ordinance by title and waive further reading of “An Ordinance of the City of Foster City Amending the Foster City Zoning Map to Modify the Previously Approved General Development Plan for the 5.135 Acre Parcel Known as 1065 East Hillsdale Boulevard at the Northwest Corner of Foster City Boulevard and East Hillsdale Boulevard in the C-2/PD (General Business/Planned Development) District with an Amended General Development Plan to Allow an Approximately 5,200 Square-foot Restaurant/Retail Use – Town Center Neighborhood – APN 094-512-080 – RZ2021- 0002”.

Motion by Vice Mayor Froomin, seconded by Councilmember Gehani, and carried unanimously by roll call vote, 5-0-0, to pass “An Ordinance of the City of Foster City Amending the Foster City Zoning Map to Modify the Previously Approved General Development Plan for the 5.135 Acre Parcel Known as 1065 East Hillsdale Boulevard at the Northwest Corner of Foster City Boulevard and East Hillsdale Boulevard in the C- 18 2/PD (General Business/Planned Development) District with an Amended General Development Plan to Allow an Approximately 5,200 Square-foot Restaurant/Retail Use – Town Center Neighborhood – APN 094-512-080 – RZ2021-0002” to second reading.

ORDINANCES FOR INTRODUCTION
AMENDING SECTIONS 15.12.010 (PURPOSE, OBJECTIVE, INTENT), 15.12.020 (DEFINITIONS), 15.12.170(J) (EXEMPT SIGNS-POLITICAL SIGNS) AND 15.12.180 (TEMPORARY SIGNS) WITHIN CHAPTER 15.12 (SIGN CONTROL) OF TITLE 15,

BUILDINGS AND CONSTRUCTION OF THE FOSTER CITY MUNICIPAL CODE RELATING TO TEMPORARY NON-COMMERCIAL RIGHTS-OF-WAY SIGNS. TABLED.

Without objection from the City Council, Mayor Awasthi tabled this item to the June 20, 2022 City Council meeting.

RESOLUTIONS FOR ADOPTION

CALLING AND GIVING NOTICE OF THE HOLDING OF A GENERAL MUNICIPAL ELECTION TO BE HELD ON TUESDAY, NOVEMBER 8, 2022 FOR THE ELECTION OF

CERTAIN OFFICERS (TWO MEMBERS OF THE CITY COUNCIL) AS REQUIRED BY

THE PROVISIONS OF THE LAWS OF THE STATE OF CALIFORNIA RELATING TO GENERAL LAW CITIES. CITY RESOLUTION NO. 2022-63.

Communications Director/City Clerk Schaus presented the staff report.

Discussion ensued.

Motion by Vice Mayor Froomin, seconded by Councilmember Hindi, and carried unanimously, 5-0-0, adopting City Resolution No. 2022-63, “A Resolution of the City Council of the City of Foster City Calling and Giving Notice of the Holding of a General Municipal Election to Be Held on Tuesday, November 8, 2022 for the Election of Certain Officers (Two Members of the City Council) as Required by the Provisions of the Laws of the State of California Relating to General Law Cities.”

DECLARING A WATER SHORTAGE EMERGENCY CONDITION AND AUTHORIZING

THE IMPLEMENTATION OF WATER CONSERVATION MEASURES AS DEFINED IN SECTION 8.60.050 A, B, C, D, E, F, AND L OF CHAPTER 8.60 OF THE DISTRICT CODE. EMID RESOLUTION NO. 3654.

Public Works Director Sun presented the staff report.

Discussion ensued.

Motion by Vice Mayor Froomin, seconded by Councilmember Hindi, and carried unanimously, 5-0-0, adopting EMID Resolution No. 3654, “A Resolution of the Board of Directors of the Estero Municipal Improvement District Declaring a Water Shortage 19 Emergency Condition and Authorizing the Implementation of Water Conservation Measures as Defined in Section 8.60.050 a, B, C, D, E, F, and L of Chapter 8.60 of the District Code.”

COMMUNICATIONS
CITY/DISTRICT WARRANT OF DEMANDS. NO ACTION TAKEN.

City/District Warrants of Demands were Processed and Issued on May 16,2022.

COUNCIL/BOARD STATEMENTS AND REQUESTS, COUNCIL LIAISON REPORTS,

AND CITY/DISTRICT MANAGER REPORTS
Councilmember/Director Sullivan stated that he attended the City/County Association of Governments Congestion Management and Environmental Quality Committee meeting on May 23 and they discussed possible funding opportunities for bicycle pedways. He thanked the City Council and the City for the opportunity to join the Leadership Council, and thanked Police Chief Avelar for her work in the program. He stated that he is reviewing the information he’s received regarding geese mitigation.

Councilmember/Director Gehani stated that he attended the Transportation Subcommittee meeting with Councilmember Hindi on June 2 and they discussed transportation grants, Traffic Relief Program, and reviewed the street light memo.

Councilmember/Director Hindi stated that he attended the Bay Area Water Supply and Conservation Agency (BAWSCA) meeting on May 19 and they discussed water rationing.

He stated that data reflects that as a region we continue to use water wisely and urged residents to continue conserving water through measures such as reducing lawn watering time. On May 24, he attended the Economic Development Subcommittee meeting with Mayor Awasthi. On May 25, he attended the Housing Endowment and Regional Trust (HEART) of San Mateo County meeting and they discussed the issuance of bonds for affordable housing. On May 26, he attended the Peninsula Clean Energy (PCE) meeting.

He encouraged residents to vote on Election Day, June 7.

Vice Mayor/Vice President Froomin stated that on June 1 he attended the South Bayside Waste Management Authority (SBWMA) Shoreway Center Operations Agreement Subcommittee meeting and they discussed selection of the new operator. On June 1, he attended the Raising of the LBGTQ Progress Pride flag. On June 5, he attended Aswat Ensemble Yemeni music concert in Leo J. Ryan Park and said it was a great event.

Mayor Awasthi stated that on May 24 she attended the Economic Development Subcommittee meeting with Councilmember Hindi and they discussed monetization opportunities, such as parking and lagoon use, and recommendations on pilot programs in Leo J. Ryan Park to leverage the waterways. On May 25, she attended the San Mateo Consolidated Fire Department Board meeting where they discussed budget adoption, and the business plan. On May 25, she also attended a vigil to honor Robb Elementary school 20 victims with Councilmember Hindi. On May 31, she attended a Meet the Mayor event with students from Beach Park Elementary School and said it was a great event. On June 1, she attended the raising of the LBGTQ Progress Pride flag.

CLOSED SESSION
Mayor/President Awasthi recessed the meeting into Closed Session for:

1. Conference with Legal Counsel - Anticipated Litigation Significant exposure to litigation pursuant to 54956.9(d)(2)(e)(1): (2 potential cases)

2. Public Employee Appointment (Government Code §54957) Title: City Manager; and

3. Report Out from Closed Session.

Meeting recessed into Closed Session at 10:23 p.m. and reconvened at 11:35 p.m.

City Attorney Stock reported that no action was taken in Closed Session.

ADJOURNMENT
Hearing no objection from the City Council/EMID Board, Mayor/President Awasthi adjourned the meeting. Meeting adjourned at 11:35 p.m.
21 ORDINANCE NO.

AN ORDINANCE OF THE CITY OF FOSTER CITY AMENDING THE FOSTER CITY ZONING

MAP TO MODIFY THE PREVIOUSLY APPROVED GENERAL DEVELOPMENT PLAN FOR THE 5.135 ACRE PARCEL KNOWN AS 1065 EAST HILLSDALE BOULEVARD AT THE

NORTHWEST CORNER OF FOSTER CITY BOULEVARD AND EAST HILLSDALE BOULEVARD IN THE C-2/PD (GENERAL BUSINESS/PLANNED DEVELOPMENT)

DISTRICT WITH AN AMENDED GENERAL DEVELOPMENT PLAN TO ALLOW AN APPROXIMATELY 5,200 SQUARE-FOOT RESTAURANT/RETAIL USE – TOWN CENTER NEIGHBORHOOD – APN 094-512-080 –– RZ2021-0002

CITY OF FOSTER CITY
THE CITY COUNCIL OF THE CITY OF FOSTER CITY DOES FIND AND ORDAIN as follows:

Section 1. The City Council has reviewed the evidence and recommendations of the Planning Commission and based on facts and analysis in the Staff Reports, written and oral testimony, and exhibits presented, approves the recommendation of the Planning Commission and finds that the proposed rezoning would not be detrimental to the general health, welfare and safety of the City of Foster City because:

A. The proposed General Development Plan Amendment/Rezoning will be in furtherance of and in accordance with the General Plan of the City of Foster City because it will: 1) be consistent with Town Center General Plan Land Use designation of the subject site; 2) result in greater variety of land uses as well as density and intensity of land uses in the area consistent with Land Use Goal LUC-C and Policy LUC-C-12; 3) provide basic goods and services to residents and employees within walking distance consistent with Land Use Goal H and Use Policies D-1, D-2, E-8; and H-3; 4) architecturally complement the surrounding built environment, with the overall scale and massing of the project punctuating the verticality of adjacent buildings and structures while remaining in character with the overall development pattern of the neighborhood consistent with Land Use Goal LUC-B; 5) provide for economic development consistent with the principles of Land Use Goal LUC-I; and 6) provide for adequate on-site parking for safe and effective circulation, consistent with Land Use Goal LUC-G and Policy LUC-G-1; and B. The proposed project is a feasible and viable concept, supported by economic analysis. It would be primarily an ancillary amenity for existing and/or future occupants of the Century Plaza Office building, nearby employees and residents, and provide an opportunity for typically under-capitalized, local entrepreneurs and small business owners access to brick-and-mortar accommodation; and
C. Existing and proposed utility services and facilities and other public improvements such as fire and police protection; school services; open space and recreation; water supply; wastewater treatment; solid waste and electricity; gas and telecommunications are adequate for the proposed pavilion density and land use because: 1) the proposed project will be required to meet all Fire Code requirements, and, therefore, will not reduce the ability of the Foster City Fire Department to meet existing performance standards or exceed the capabilities of the existing or planned staffing levels; 2) no increased demand is anticipated for police services; no new school facilities will be required as a result of 22 the project; 3) anticipated water requirements or wastewater discharges are not high enough to require the expansion of the existing systems; 4) the project was included in the City of Foster City/Estero Municipal Improvement District (EMID) 2020 Urban Water Management Plan; and, 5) the amount of solid waste generated will not substantially shorten the life of the landfill. Other utilities serving the project are expected to be adequate due to the small scale of the project on a site served by existing utilities; and D. While implementation of the project will remove 27 parking spaces and increase parking demand on the site, the existing parking on the site will meet the demand. A parking study provided by the applicant describes peak parking demand for the existing office and the proposed pavilion in operation. Extrapolating from parking surveys, the peak parking demand for the existing office use, when 100% occupied, would total 233 parking stalls.

Using the Institute of Transportation Engineers (ITE) demand, the proposed pavilion would have a demand for 86 parking stalls. There would be a total demand for 319 spaces where 332 are provided; there would be an excess of 13 parking spaces; and E. The proposed project will not have a detrimental and unmitigatable financial impact on the City or the Estero Municipal Improvement District; and
F. The proposed Rezoning will not have any significant adverse environmental impacts The project is Categorically Exempt from CEQA, under Class 3, CEQA Section 15303 New Construction or Conversion of Small Structures. Neither the project nor site meet any of the exceptions to the exemptions described in CEQA Guidelines Section 15300.2 Exceptions.

Section 2. The City of Foster City Zoning Map is hereby amended to modify the previously approved General Development Plan for the 5.135-acre parcel known as 1065 East Hillsdale Boulevard at the northwest corner of Foster City Boulevard and East Hillsdale Boulevard (APN 094-512-080) in the C-2/PD (General Business/Planned Development Combining) district to a C-2/PD district with an amended General Development Plan to allow an approximately 5,200 square-foot, stand-alone outdoor pavilion structure featuring restaurant/retail tenant spaces, outdoor seating, and restrooms, primarily as an ancillary amenity to the existing Century Plaza office use, and removal of 27 parking stalls, in accordance with the General Development Plan as shown on Exhibits A and B of this Ordinance, attached hereto and incorporated herein.

Section 3. Severability. If any section, subsection, sentence, clause or phrase of this Ordinance is for any reason held to be invalid, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it should have adopted the Ordinance and each section, subsection, sentence, clause or phrase thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be declared unconstitutional.

Section 4. Taking Effect. This Ordinance shall take effect and be in force thirty (30) days from and after its adoption.

Section 5. Posting. Within fifteen (15) days after the adoption of this Ordinance, the City Clerk shall have it posted in three (3) public places designated by the City Council. 23 This Ordinance was introduced and read on the 6th day of June, 2022, and passed and adopted on the day of 20 th day of June, 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_______________________________________

RICHA AWASTHI, MAYOR
ATTEST:
____________________________________

PRISCILLA SCHAUS, CITY CLERK
24 EXHIBIT A

AMENDED GENERAL DEVELOMENT PLAN FOR
1065 EAST HILLSDALE BOULEVARD

The C-2/PD (General Business/Planned Development) zoning of the 5.135 acre parcel at the northwest corner of Foster City Boulevard and East Hillsdale Boulevard is herewith limited and specified to allow development of 115,436 sq. ft. (gross floor area) of four-story commercial office use and 5,200 sq. ft. (gross floor area) of single-story restaurant/retail tenant spaces with 332 parking spaces. all in accordance with the plans on file in the Planning Division of the Community Development Department.
25 EXHIBIT B
General Development Plan Graphic for the

5.135-acre lands known as 1065 East Hillsdale Boulevard 26 DATE: June 20, 2022

TO: Mayor and Members of the City Council

VIA: Edmund Suen, Interim City Manager

FROM: Louis Sun, Public Works Director

SUBJECT: APPROVAL AND ACCEPTANCE OF EASEMENT ON 303 AND 305 VELOCITY WAY (THE “WELLBEING CENTER”) FROM
GILEAD SCIENCES, INC. TO THE CITY OF FOSTER CITY

RECOMMENDATION
It is recommended that the City Council of the City of Foster City adopt the attached resolution authorizing:

1. The approval and authorization of the City Manager to execute documents accepting the Grant of Easement on 303 and 305 Velocity Way (the “Wellbeing Center”) owned by Gilead Sciences, Inc. (Gilead);

2. The City Attorney to execute the associated Certificate of Acceptance; and

3. The City Clerk to record the documents with the San Mateo County Assessor’s Office.

EXECUTIVE SUMMARY
As a condition of approval for a new two-story amenity building and associated improvements at 303 and 305 Velocity Way, Gilead is required to grant and record an easement prior to issuance of Certificate of Occupancy for the approved improvements. The easement will allow access by Police, Fire, and Public Works vehicles responding to emergencies or maintaining, 27 exercising, flushing or testing of emergency equipment including fire hydrants, Fire Department connections and any public utilities at the Wellbeing Center.

Approval of the attached resolution will allow recordation of the documents with the San Mateo County Assessor’s Office.

BACKGROUND
On May 7, 2020, the Planning Commission adopted Resolution No. P-05-20, approving a Use Permit (UP2019-0044) for construction of a new, approximately 60,836 square-foot, two-story employee amenity building (the "Wellbeing Center") and associated site improvements, including 14 surface parking stalls and one Electric Vehicle (EV) stall at 303 and 305 Velocity Park.

As a condition of approval for the Wellbeing Center approved as part of the Planning Commission Resolution No. P-05-20, Condition No. 10.13, Gilead is required to grant and record an Emergency Vehicle Access Easement (EVAE) over 303 and 305 Velocity Park prior to issuance of a permanent Certificate of Occupancy for these improvements. To comply with the requirement, Gilead proposes a 20-foot wide EVAE over a side property line shared by 303 and 305 Velocity. Gilead is expected to receive the temporary Certificate of Occupancy for the Wellbeing Center in June 2022.

ANALYSIS
The Grant of Easement dedicated to the City will provide access for emergency vehicles to the Gilead Wellbeing Center. The legal description and diagrams of the Grant of Easement have been reviewed by the City staff and the City’s legal team. Approval of the attached resolution authorizes the City Manager to execute the documents needed to accept the dedication of the new Grant of Easement, the City Attorney to execute the Certificate of Acceptance, and the City Clerk to record the documents with the San Mateo County Assessor’s Office.

FISCAL IMPACT
There is no fiscal impact.

CITY COUNCIL VISION, MISSION, AND VALUE/PRIORITY AREA
This item is in alignment with the following City Council priority areas: "Smart Planning, Development, and the Local Economy," and "Public Safety and 28 Social Equity," in that it supports the long-term vision through thoughtful planning and development policies and promotes public safety.

Attachments:
Attachment 1 - Resolution
Attachment 2 - Grant of Easement Agreement over 303 and 305 Velocity Park (EVAE)
29 RESOLUTION NO. _____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FOSTER CITY

APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE DOCUMENTS

ACCEPTING THE DEDICATION OF AN EASEMENT ON THE PROPERTIES LOCATED AT 303 AND 305 VELOCITY WAY (THE “WELLBEING CENTER”) OWNED BY GILEAD SCIENCES, INC. FOR ACCESS BY POLICE, FIRE AND PUBLIC WORKS VEHICLES

RESPONDING TO EMERGENCIES OR MAINTAINING, EXERCISING, FLUSHING OR TESTING EMERGENCY EQUIPMENT AND ANY PUBLIC UTILITIES; AUTHORIZING

THE CITY ATTORNEY TO EXECUTE THE ASSOCIATED CERTIFICATE OF ACCEPTANCE; AND AUTHORIZING THE CITY CLERK TO RECORD THE DOCUMENTS WITH THE SAN MATEO COUNTY ASSESSOR’S OFFICE

CITY OF FOSTER CITY
WHEREAS, Gilead Sciences, Inc. (Gilead) is the owner of that certain real properties located at 303 and 305 Velocity Way (APN 094-122-140 and APN 094-122- 150); and
WHEREAS, on May 7, 2020, the Planning Commission of the City of Foster City adopted Resolution No. P-05-20 approving a Use Permit (UP-2019-0044) to allow construction of new, approximately 60,836 square-foot, two-story employee amenity building and associated site improvements, including 14 surface parking stalls and one EV stall (the “Wellbeing Center”) at 303 and 305 Velocity Park; and WHEREAS, pursuant to Resolution No. P-05-20, Condition of Approval 10.13 requires that prior to issuance of Certificate of Occupancies for the Wellbeing Center, Gilead proposes to grant and record an easement over 303 and 305 Velocity Way to the City for access by Police, Fire, and Public Works vehicles responding to emergencies or maintaining, exercising, flushing, or testing emergency equipment including fire hydrants, Fire Department connections, and any public utilities on the 303 and 305 Velocity Way property (303 and 305 Velocity Way); and
WHEREAS, the Parties desire to enter into the Grant of Easement, substantially in the form on file with the City Clerk, which set forth in recordable form the Grant of Easement for 303 and 305 Velocity Way from Gilead to the City.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Foster City does hereby approve as follows:

Section 1. Findings. The City Council hereby finds that all conditions precedent to City accepting the Grant of Easement have been satisfactorily completed.

Section 2. Grant of Easement. The City Council does hereby (1) approve the Grant of Easement with Gilead Sciences, Inc., substantially in the form attached hereto as Exhibit A,; (2) authorizes the City Manager to execute and deliver the Grant of 30 Easement, subject to any minor conforming, technical or clarifying changes approved by the City Attorney, and to take such further actions and execute on behalf of the City such other documents as are necessary to effectuate the purpose of this Resolution; (3) authorizes the City Attorney to execute a Certificate of Acceptance; and (4) authorizes the City Clerk to record the documents with the San Mateo County Assessor’s Office once executed.

Section 3. Severability. If any section, subsection, sentence, clause, or phrase of this resolution is for any reason held to be invalid, such decision shall not affect the validity of the remaining portions of this resolution. The City Council of the City of Foster City hereby declares that it would have adopted the resolution and each section, subsection, sentence, clause, or phrase thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses, or phrases be declared unconstitutional.

PASSED AND ADOPTED as a resolution of the City Council of the City of Foster City at the regular meeting held on the 20th day of June 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_____________________________

RICHA AWASTHI, MAYOR
ATTEST:
_____________________________

PRISCILLA SCHAUS, CITY CLERK
31 #4770113v2
RECORDING REQUESTED BY:

City of Foster City
610 Foster City Boulevard
Foster City, CA 94404
WHEN RECORDED MAIL TO:

Priscilla Schaus, City Clerk
City of Foster City
610 Foster City Boulevard THIS SPACE FOR RECORDER’S USE Foster City, CA 94404
Record for the benefit of the City of Foster City/Estero Municipal Improvement District Pursuant to Government
Code Section 27383

GRANT OF EASEMENT
This Grant of Easement (“Grant of Easement”) is entered into as of June 6, 2022 (“Effective Date”), by and between the City of Foster City, a California municipal corporation (“City” or “Grantee”) and Gilead Sciences, Inc., a Delaware Corporation (“Owner” or “Grantor”).

RECITALS
A.Owner owns and occupies the site located at 303 and 305 Velocity Way in the City of Foster City, County of San Mateo, State of California, designated as APNs 094-122-140 and 094-122-150 (“Owner Property”). An employee amenity building and associated site improvements have been constructed on the Owner Property.

B. On May 7, 2020, the Planning Commission of the City of Foster City adopted Resolution No. P-05-20 approving a Use Permit (UP-2019-0044) to allow construction of new, approximately 60,836 square-foot, two-story employee amenity building and associated site improvements, including 14 surface parking stalls and one EV stall (the “Wellbeing Center”) at 303 and 305 Velocity Park.

C. Pursuant to Resolution No. P-05-20, Condition of Approval No. 10.13 requires that prior to issuance of Certificate of Occupancies for the Gilead Park, Gilead is required to grant to the City and record an easement over Owner Property for access by Police, Fire, and Public Works vehicles responding to emergencies or maintaining, exercising, flushing, or testing emergency equipment including fire hydrants, Fire Department connections, and any public utilities on the Owner Property.

D. Owner and City desire to enter into this Grant of Easement agreement, which sets forth in recordable form the Grant of Easement over the Owner Property, as required by Condition of Approval No. 10.13.
32 #4770113v2
E.Owner now proposes, and City agrees, that Owner shall fulfill this condition of approval by recordation of this Grant of Easement.

AGREEMENT
NOW THEREFORE, the parties agree as follows:

1. Grant of Easement. For valuable consideration, Owner hereby grants and dedicates to City the following public easement (“Easement”):
a. A perpetual, exclusive right-of-way easement for access by Police, Fire and Public Work vehicles responding to emergencies or for the purposes of maintaining, exercising, flushing or testing emergency equipment including fire hydrants, fire department connections, and maintaining any public utilities on the Owner Property, in, on, over, under, along and across that portion of Owner Property as more particularly described and depicted in Exhibits A and B (“Emergency Vehicle Access Easement”), incorporated herein by this reference.

2. Miscellaneous Provisions.
a. Entire Agreement. This Grant of Easement contains the entire understanding and agreement of the parties hereto relating to the rights herein granted and the obligations herein set forth herein. Any prior, contemporaneous, or subsequent written or oral representations and modifications concerning this Grant of Easement shall be of no force or effect. This Grant of Easement may be amended only by a written instrument signed by Owner and City.
b. Counterparts. This Grant of Easement may be executed in one or more counterparts, each of which shall, for all purposes, be deemed an original and all such counterparts, taken together, shall constitute one and the same instrument. c. Recitals; Exhibits. The Recitals above and Exhibits attached hereto are incorporated herein by reference.
d. Binding on Successors and Assigns. Owner Property is to be burdened by, and City is to be benefited by, the provisions of this Grant of Easement and the Emergency Vehicle Access Easement described herein, and Owner Property shall be held, conveyed, hypothecated, encumbered, leased, rented, used, occupied, and improved subject to the foregoing easements, limitations, restrictions, obligations and conditions. All provisions of this Grant of Easement shall run with the land and be binding upon all parties having or acquiring any right, title, or interest in the Property, and shall be binding upon and inure to the benefit of the City and its and their successors and assigns.
e. Nothing in this Grant of Easement shall be interpreted as establishing any duty on the City to maintain the Emergency Vehicle Access Easement area, which shall remain the sole responsibility of Owner. 33 #4770113v2
f. Partial Invalidity. If any term or provision of this Grant of Easement or the application of it to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Grant of Easement or the application of such term or provision to persons or circumstances, other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this Grant of Easement shall be valid and shall be enforced to the extent permitted by law.

3. Exhibits. The following exhibits are attached to this Grant of Easement and are hereby incorporated herein by this reference for all purposes as if set forth herein in full:

Exhibits A and B Emergency Vehicle Access Easement Area [SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties have caused this Grant of Easement to be duly executed as of the Effective Date.

CITY:

CITY OF FOSTER CITY, a municipal corporation
By: ___________________________________
34 #4770113v2
Name: Edmund Suen
Title: Interim City Manager
(signature must be notarized)
ATTEST:

By: ________________________
Priscilla Schaus, City Clerk
APPROVED AS TO FORM:

By: ________________________
Benjamin L. Stock, City Attorney
OWNER:

CERTIFICATE OF ACCEPTANCE
This is to certify that the interest real property conveyed by Grant of Easement dated June 6, 2022, from Gilead Sciences, Inc., a Delaware Corporation to the City of Foster City, a municipal corporation, is hereby accepted by the undersigned City Legal Counsel on behalf of the City of Foster City pursuant to the authority conferred by the Resolution approving an easement for access by Police, Fire and Public Work vehicles responding to emergencies or maintaining, exercising, flushing or testing emergency equipment including fire hydrants, fire department connections, and any public utilities on the Owner Property, adopted by the City Council of the City of Foster City on June 6, 2022, and the City of Foster City as Grantee consent to the recordation thereof by their duly authorized representative.

Dated ______________________________, 2022
________________________________________
BENJAMIN L. STOCK
Attorney for the City of Foster City
36 #4770113v2

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
truthfulnes s, accuracy, or validity of that
document.

State of California
County of
On before me,
(here insert name and title of officer),
personally appeared , who proved to me
on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)
37 #4770113v2
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
truthfulnes s, accuracy, or validity of that
document.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

38 #4770113v2
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
truthfulnes s, accuracy, or validity of that
document.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)
39 #4770113v2
40 #4770113v2
41 DATE: June 20, 2022

TO: Mayor and Members of the City Council

VIA: Edmund Suen, Interim City Manager

FROM: Louis Sun, Public Works Director

SUBJECT: APPROVAL AND ACCEPTANCE OF AN EASEMENT ON 307
VELOCITY WAY (THE “GILEAD PARK”) FROM GILEAD
SCIENCES, INC. TO THE CITY OF FOSTER CITY

RECOMMENDATION
It is recommended that the City Council of the City of Foster City adopt the attached resolution authorizing:

1. The approval and authorization of the City Manager to execute documents accepting the Grant of Easement on the property at 307 Velocity Way owned by Gilead Sciences, Inc. (Gilead); and

2. The City Attorney to execute the associated Certificates of Acceptance; and

3. The City Clerk to record the documents with the San Mateo County Assessor’s Office.

EXECUTIVE SUMMARY
As conditions of approval for a new private Park at 307 Velocity Way (the “Gilead Park”), Gilead is required to grant and record an easement prior to issuance of Certificates of Occupancy for these approved improvements. The easement will allow access by Police, Fire, and Public Works vehicles responding to emergencies or maintaining, exercising, flushing or testing of emergency equipment including fire hydrants, Fire Department connections 42 and any public utilities at the Gilead Park. Approval of the attached resolution will allow recordation of the documents with the San Mateo County Assessor’s Office.

BACKGROUND
On February 4, 2021, the Planning Commission adopted Resolution No. P- 03-21, approving a Use Permit (UP-2020-0035) for construction of a new, approximately 5.42-acre private park (landscaped outdoor amenity and gathering space) with 29 surface parking stalls including two (2) electric vehicle charging stations (EV stalls) and associated site improvements (the “Gilead Park”) at 307 Velocity Park.

As conditions of approval for the Gilead Park approved as part of Planning Commission Resolution No. P-03-21, Condition No. 4.7, Gilead is required to grant and record an easement over 307 Velocity prior to issuance of a permanent Certificate of Occupancy for these improvements. Gilead is expected to receive the temporary Certificate of Occupancy for Gilead Park in June 2022.

ANALYSIS
The Grant of Easement to the City will provide access for emergency vehicles to the Gilead Park. The legal description and diagrams of the Grant of Easement have been reviewed by the City staff and the City’s legal team.

Approval of the attached resolution authorizes the City Manager to execute the documents needed to accept the dedication of the new Grant of Easement, the City Attorney to execute the Certificates of Acceptance, and the City Clerk to record the documents with the San Mateo County Assessor’s Office.

FISCAL IMPACT
There is no fiscal impact.

CITY COUNCIL VISION, MISSION, AND VALUE/PRIORITY AREA
This item is in alignment with the following City Council Value/Priority Areas:
"Smart Planning, Development, and the Local Economy," and "Public Safety and Social Equity," in that it supports the long-term vision through thoughtful planning and development policies and promotes public safety. 43 Attachments:
Attachment 1 - Resolution
Attachment 2 - Grant of Easement Agreement – 307 Velocity Way 44 RESOLUTION NO. _____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FOSTER CITY

APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE DOCUMENTS

ACCEPTING THE DEDICATION OF AN EASEMENT ON THE PROPERTY LOCATED AT 307 VELOCITY WAY (THE “GILEAD PARK”) OWNED BY GILEAD SCIENCES, INC.

FOR ACCESS BY POLICE, FIRE AND PUBLIC WORKS VEHICLES RESPONDING TO

EMERGENCIES OR MAINTAINING, EXERCISING, FLUSHING OR TESTING EMERGENCY EQUIPMENT AND ANY PUBLIC UTILITIES; AUTHORIZING THE CITY ATTORNEY TO EXECUTE THE ASSOCIATED CERTIFICATES OF ACCEPTANCE;

AND AUTHORIZING THE CITY CLERK TO RECORD THE DOCUMENTS WITH THE SAN MATEO COUNTY ASSESSOR’S OFFICE

CITY OF FOSTER CITY
WHEREAS, Gilead Sciences, Inc. (Gilead) is the owner of that certain real property located at 307 Velocity Way (APN 094-122-160); and WHEREAS, on February 4, 2021, the Planning Commission of the City of Foster City adopted Resolution No. P-03-21 approving a Use Permit (UP-2020-0035) to allow construction of a new, approximately 5.42-acre private park with 29 surface parking stalls including two (2) electric vehicle charging stations (EV stalls) and associated site improvements (the “Gilead Park”) at 307 Velocity Park; and WHEREAS, pursuant to Resolution No. P-03-21, Condition of Approval No. 4.7 requires that prior to issuance of Certificate of Occupancies for the Gilead Park, Gilead is required to grant to the City and record an easement over 307 Velocity Way for access by Police, Fire, and Public Works vehicles responding to emergencies or maintaining, exercising, flushing, or testing emergency equipment including fire hydrants, Fire Department connections, and any public utilities on the 307 Velocity Way property (307 Velocity Way); and
WHEREAS, the Parties desire to enter into the Grant of Easement agreement, which sets forth in recordable form the Grant of Easement for 307 Velocity Way from Gilead to the City as required by Condition of Approval No. 4.7.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Foster City does hereby approve as follows:

Section 1. Findings. The City Council hereby finds that all conditions precedent to City accepting the Grant of Easement have been satisfactorily completed.

Section 2. Grant of Easement. The City Council does hereby (1) approve the Grant of Easement with Gilead Sciences, Inc., substantially in the form attached hereto as Exhibit A; (2) authorizes the City Manager to execute and deliver the Grant of Easement, subject to any minor conforming, technical or clarifying changes 45 approved by the City Attorney, and to take such further actions and execute on behalf of the City such other documents as are necessary to effectuate the purpose of this Resolution; (3) authorizes the City Attorney to execute a Certificate of Acceptance; and (4) authorizes the City Clerk to record the documents with the San Mateo County Assessor’s Office once executed.

PASSED AND ADOPTED as a resolution of the City Council of the City of Foster City at the regular meeting held on the 6th day of June 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_____________________________

RICHA AWASTHI, MAYOR
ATTEST:
_____________________________

PRISCILLA SCHAUS, CITY CLERK
46 RECORDING REQUESTED BY:

City of Foster City
610 Foster City Boulevard
Foster City, CA 94404
WHEN RECORDED MAIL TO:

RECITALS
A.Owner owns and occupies the site located at the northwest corner of Bayside Way and Velocity Way in the City of Foster City, County of San Mateo, State of California, designated as APN 094-122-160 (“Owner Property”). A private park, consisting of a landscaped outdoor amenity and gathering space, has been constructed on the Owner Property.

B. On February 4, 2021, the Planning Commission of the City of Foster City adopted Resolution No. P-03-21 approving a Use Permit (UP-2020-0035) to allow construction of a new, approximately 5.42-acre private park with 29 surface parking stalls including two (2) electric vehicle charging stations (EV stalls) and associated site improvements on the Owner Property.

C. Pursuant to Resolution No. P-03-21, Condition of Approval No. 4.7 requires that prior to issuance of Certificate of Occupancies for the Gilead Park, Gilead is required to grant to the City and record an easement over Owner Property for access by Police, Fire, and Public Works vehicles responding to emergencies or maintaining, exercising, flushing, or testing emergency equipment including fire hydrants, Fire Department connections, and any public utilities on the Owner Property. 47 D. Owner and City desire to enter into this Grant of Easement agreement, which sets forth in recordable form the Grant of Easement over the Owner Property, as required by Condition of Approval No. 4.7.

E.Owner now proposes, and City agrees, that Owner shall fulfill this condition of approval by recordation of this Grant of Easement.

AGREEMENT
NOW THEREFORE, the parties agree as follows:

2. Miscellaneous Provisions.
a. Entire Agreement. This Grant of Easement contains the entire understanding and agreement of the parties hereto relating to the rights herein granted and the obligations herein set forth herein. Any prior, contemporaneous, or subsequent written or oral representations and modifications concerning this Grant of Easement shall be of no force or effect. This Grant of Easement may be amended only by a written instrument signed by Owner and City.
b. Counterparts. This Grant of Easement may be executed in one or more counterparts, each of which shall, for all purposes, be deemed an original and all such counterparts, taken together, shall constitute one and the same instrument. c. Recitals; Exhibits. The Recitals above and Exhibits attached hereto are incorporated herein by reference.
d. Binding on Successors and Assigns. Owner Property is to be burdened by, and City is to be benefited by, the provisions of this Grant of Easement and the Emergency Vehicle Access Easement described herein, and Owner Property shall be held, conveyed, hypothecated, encumbered, leased, rented, used, occupied, and improved subject to the foregoing easements, limitations, restrictions, obligations and conditions. All provisions of this Grant of Easement shall run with the land and be binding upon all parties having or acquiring any right, title, or interest in the 48 Property, and shall be binding upon and inure to the benefit of the City and its and their successors and assigns.
e. Nothing in this Grant of Easement shall be interpreted as establishing any duty on the City to maintain the Emergency Vehicle Access Easement area, which shall remain the sole responsibility of Owner. f. Partial Invalidity. If any term or provision of this Grant of Easement or the application of it to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Grant of Easement or the application of such term or provision to persons or circumstances, other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this Grant of Easement shall be valid and shall be enforced to the extent permitted by law.

3. Exhibits. The following exhibits are attached to this Grant of Easement and are hereby incorporated herein by this reference for all purposes as if set forth herein in full:

Exhibits A and B Emergency Vehicle Access Easement Area. [SIGNATURES ON FOLLOWING PAGE]
49 IN WITNESS WHEREOF, the parties have caused this Grant of Easement to be duly executed as of the Effective Date.

CITY:

CITY OF FOSTER CITY, a municipal corporation
By: ___________________________________
Name: Edmund Suen
Title: Interim City Manager
(signature must be notarized)
ATTEST:

By: ________________________
Priscilla Schaus, City Clerk
APPROVED AS TO FORM:

By: ________________________
Benjamin L. Stock, City Attorney
OWNER:

GILEAD SCIENCES, INC.,
a Delaware corporation
By: ___________________________________
Name: ___________________________________
Title: ___________________________________
(signature must be notarized)
50 CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by Grant of Easement dated June 6, 2022, from Gilead Sciences, Inc., a Delaware Corporation to the City of Foster City, a municipal corporation, is hereby accepted by the undersigned City Legal Counsel on behalf of the City of Foster City pursuant to the authority conferred by the Resolution approving an easement for access by Police, Fire and Public Work vehicles responding to emergencies or maintaining, exercising, flushing or testing emergency equipment including fire hydrants, fire department connections, and any public utilities on the Owner Property, adopted by the City Council of the City of Foster City on June 6, 2022, and the City of Foster City as Grantee consents to the recordation thereof by their duly authorized representative.

Dated ______________________________, 2022
________________________________________
BENJAMIN L. STOCK
Attorney for the City of Foster City
51 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
truthfulnes s, accuracy, or validity of that
document.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)
52 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
truthfulnes s, accuracy, or validity of that
document.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)
53 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
truthfulnes s, accuracy, or validity of that
document.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)
54 55
56 DATE: June 20, 2022

TO: Mayor and Members of the City Council

VIA: Edmund Suen, Interim City Manager

FROM: Priscilla Schaus, Communications Director/City Clerk

SUBJECT: ONE-YEAR EXTENSION ON AN AGREEMENT WITH TRIPEPI SMITH AND ASSOCIATES INC. FOR STRATEGIC

COMMUNICATIONS AND OUTREACH SERVICES FOR THE

LEVEE PROTECTION PLANNING AND IMPROVEMENTS
PROJECT (CIP 327-657) FROM AUGUST 1, 2022 TO JULY 31,
2023

RECOMMENDATION
It is recommended that the City Council adopt the attached resolution authorizing a one-year extension on an agreement with Tripepi Smith and Associates (Tripepi Smith) from August 1, 2022 to July 31, 2023 in an amount not to exceed $133,408.80 for Strategic Communication and Outreach Services for the Levee Protection Planning and Improvements Project (CIP 327-657).

EXECUTIVE SUMMARY
A key priority of the Levee Project is to keep community members informed and updated on the progress of the project, such as timelines, impacts, milestones, and other key information. The City has a team of communications professionals that are aiding City staff with outreach work on the Levee Protection Planning and Improvements Project (Levee Project). In early 2021, the City entered into a short-term contract for proactive communication services with Tripepi Smith, and City Council approved 57 Contract Amendment No. 1 for Tripepi Smith to remain engaged on the project for a longer timeline and allow them to expand their scope of work to meet the needs of the team. The current team includes Tripepi Smith, Paul Nagengast with Regional Government Services, and City’s Public Works Department and Communications Division staff.

On July 19, 2021, the City Council approved a contract with Tripepi Smith for an initial period of one year from August 1, 2021 to July 31, 2022 for Strategic Communication and Outreach Services for the Levee Project to ensure continuing comprehensive and proactive communications, outreach efforts, and responsive and timely communications to citizen inquiries. The agreement was initially brought to the City Council as an agreement for a one-year term with two optional one-year extensions to be exercised at the City Manager's discretion. At this meeting, the City Council approved only the one-year term and directed staff to come back to the City Council for any extensions of the contract. The initial term of the contract is about to expire, and the project team has evaluated the services provided and determined the communications support by Tripepi Smith has continued to yield positive results. Thus, staff is recommending the City Council authorize a one-year extension on an agreement with Tripepi Smith and Associates (Tripepi Smith) from August 1, 2022 to July 31, 2023 in an amount not to exceed $133,408.80 for Strategic Communication and Outreach Services for the Levee Protection Planning and Improvements Project (CIP 327-657).

BACKGROUND
Construction of the Levee Project began in October of 2020 and will continue through January 2024. As construction continues over the project timeline, the City will continue to conduct extensive, proactive communications and outreach on the project duration, impacts, updates, and other important information. The City has communicated with residents through various platforms and methods, including: social media, press releases, project website, mailers, flyers, Community Update webinars, and a construction update electronic newsletter.
58 The City saw a need for additional communications support to inform the community and address concerns raised by the public related to the largest public works project in the City’s history. As the start of construction commenced during the COVID-19 pandemic, the City received a high volume of inquiries and concerns from community members through email, phone, and a Change.org petition. To address this growing need for education and information, the City executed an agreement with Tripepi Smith in an amount not to exceed $49,000 for proactive communications support and services for the Levee Project, and thereafter City Council authorized the execution of a contract amendment in the amount of $61,000 and the increased contract amount of $110,000 provided sufficient funding to cover all costs for Tripepi Smith’s work through July 31, 2021. A total of $93,478.75 was spent from January 4 to July 31, 2021, and the unused contract funds were returned to the Levee Project account.

On July 19, 2021, City Council approved a contract in an amount not to exceed $127,056 from August 1, 2021 to July 31, 2022 for Strategic Communication and Outreach Services for the Levee Project. As of April 30, 2022, $81,303 or 64% has been spent of the total contract amount and $45,753 remains with two billable months remaining. Monthly costs have varied from $11,107 in August 2021, to $7,081 in February and have generally remained approximately $7,500. Generally, there has been a decrease in costs as the project construction has continued as anticipated, and it is expected that unspent funds will remain at the end of the contract, to be returned to the Levee Project account. As an additional resource, Tripepi Smith has helped to enhance the Project’s communications efforts through a new standalone website, more comprehensive and easy to understand FAQs, community updates, and the preparation of presentations and talking points for project team staff. Tripepi Smith has proactively communicated ongoing activities to address topics of interest clearly and efficiently. Staff has evaluated the services provided and recommends a contract extension to continue communication and support services and ensure that the community continues to receive extensive, proactive communications and outreach on project information.

If the contract extension is approved at tonight's meeting, the contract extension will begin August 1, 2022 and funds not expended from the original contract first year will be returned to the Levee Project account. The Levee Project is anticipated to be completed by January 2024, and this agreement extension along with an additional extension would provide communications 59 support services through the remainder of the project.

ANALYSIS
The contract is currently set with a monthly retainer amount of $6,500 with other ad hoc charges as additional services are incurred. The retainer amount includes a limited scope of work consisting of items that are expected to be completed regularly, such as production of the construction newsletter, website content updates, project management, creation of social media content, and other tasks. Other items in the scope of work are expected to be necessary, but the demand cannot be readily predicted, therefore paying for these items on a time and materials/ad hoc basis is preferred. Staff negotiated this pricing strategy to allow the use of the retainer rates on some services which are lower than ad hoc rates. The extension of the contract would retain the negotiated pricing structure, with a 5% increase to reflect Consumer Price Index (CPI). Although the requested not-to-exceed amount is $133,408.80, staff anticipates lower spending reflective of expenditures thus far, and unused funds would be returned to the Levee Project account.

Staff evaluated the services provided by Tripepi Smith and determined that the contract extension would ensure that the necessary communications support services are procured for this ongoing large-scale project. Should construction end early or if services are no longer needed, staff would terminate the contract early and the City would only pay for services rendered.

As part of the contract, Tripepi Smith will continue to provide communications and outreach support including, but not limited to:
Drafting content / messaging for Levee Project updates, such as social media, press releases, newsletters, talking points, frequently asked questions (FAQs), flyers, and/or mailers.
Designing graphics for social media, flyers, signage, and/or mailers and coordinating distribution.
Managing and maintaining the Levee Project electronic newsletter. Managing and maintaining the Levee Project website.
Developing concepts for and producing Levee Project informational videos.
Developing outreach strategies for engaging target audiences. Managing the Levee Project inquiry hotline and email box. Developing memos to keep the City Council informed.
60 Coordinating with the Levee Project construction team and other staff on key updates to keep the community informed.
Organizing and hosting virtual or in-person Community Updates. Monitoring social media to understand community sentiment. Facilitating media inquiries and developing messaging for interviews. Evaluating and measuring outreach efforts.
Preparing presentations and materials for the Levee Project team to present at conferences or other regional meetings.
Attending and presenting communications efforts at City Council meetings.
Develop event timelines and talking points for ribbon cuttings or other events.

Communication and public engagement is a critical component of the overall project, and there is continued need for focused and targeted communications. Although staff has seen some leveling of the community- wide concern recently, continued spikes in community interest are anticipated as construction activities continue. To retain an appropriate level of service and response, staff anticipates the need for continued focus on proactive communications to share information and project updates in a timely manner.

FISCAL IMPACT
There is adequate funding available in the budget for the Levee Project for the extension of the existing contract with Tripepi Smith in an amount not to exceed $133,408.80 for Strategic Communication and Outreach Services for the Levee Protection Planning and Improvements Project. The initial agreement approved on July 19, 2021 was in an amount not to exceed $127,056 in the initial one-year term, with negotiated terms of up to $133,408.80 in the first extension period (year 2), and up to $140,079.24 in the second extension period (year 3), reflective of a 5% annual increase.

Although staff does not expect cost increases as the project continues, the full amount is requested to account for the possibility of unforeseen circumstances arising during the remaining construction period. Unused funds from the contract will be returned to the Levee Project account number 327-0910-657-4251. Staff is requesting the extension of the first extension period only, and will come back to the City Council with a request for a second extension per the previous policy direction.
61 CITY COUNCIL VISION, MISSION, AND VALUE/PRIORITY AREAS This action is an ongoing step of the Levee Project initiative under the “Facilities & Infrastructure” and “City Council Operations and Improved Community Engagement” Value/Priority Areas. The key outcome is to make substantial progress toward an improved levee on time and within budget to protect the community and critical infrastructure from storms and high tide.

Part of this process involves implementing comprehensive communications and outreach efforts and providing a resource for responsive and timely communications to general citizen inquiries.

Attachments:
Attachment 1 – Resolution
Attachment 2 – Existing Agreement
Attachment 3 – Extension Letter
62 RESOLUTION NO. __________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FOSTER CITY

AUTHORIZING A ONE-YEAR EXTENSION ON AN AGREEMENT WITH TRIPEPI SMITH AND ASSOCIATES INC. FOR STRATEGIC COMMUNICATIONS AND

OUTREACH SERVICES FOR THE LEVEE PROTECTION PLANNING AND IMPROVEMENTS PROJECT (CIP 327-657) FROM AUGUST 1, 2022 TO JULY 31, 2023 IN AN AMOUNT NOT TO EXCEED $133,408.80

CITY OF FOSTER CITY
WHEREAS, as construction of the Levee Project continues over the project timeline, the City will continue to conduct extensive, proactive communications and outreach on the project duration, impacts, updates, and other important information; and WHEREAS, the City saw a need for additional communications support to inform the community and address concerns raised by the public related to the largest public works project in the City’s history; and
WHEREAS, to address this growing need for education and information, the City executed an agreement on January 4, 2021 with Tripepi Smith and Associates, Inc. for Proactive Communications Support and Services for the Levee Project. Subsequently, the City Council authorized a contract amendment on February 16, 2021 to cover additional work; and
WHEREAS, following the issuance of a Request for Proposals, the City entered into an agreement with Tripepi Smith and Associates, Inc. from July 1, 2021 to June 30, 2022 in an amount not to exceed $127,056 with the option to extend the agreement for two additional one-year terms, upon demonstration of satisfactory performance and City Council approval;
WHEREAS, staff has evaluated the services provided and determined the communications support by Tripepi Smith has continued to yield positive results, and a contract extension will continue communication and support services and ensure that the community continues to receive extensive, proactive communications and outreach on project information; and
WHEREAS, as presented in the agreement, the year 2 amount of the agreement is not to exceed $133,408.80, which is reflective of the year 1 contract and a 5% Consumer Price Index (CPI) increase; and
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Foster City does hereby approve a one-year extension on an agreement with Tripepi Smith and Associates Inc. for Strategic Communications and Outreach Services for the Levee Protection Planning and Improvements Project (CIP 327-657) from August 1, 2022 to July 31, 2023 in an Amount Not to Exceed $133,408.80.
63 PASSED AND ADOPTED as a resolution of the City Council of the City of Foster City at the regular meeting held on the 20th day of June, 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

RICHA AWASTHI, MAYOR
ATTEST:

PRISCILLA SCHAUS, CITY CLERK
64 1 Updated
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PROFESSIONAL SERVICES AGREEMENT
FOR

COMMUNICATIONS SUPPORT SERVICES FOR THE LEVEE PROTECTION PLANNING AND IMPROVEMENTS PROJECT (CIP 657)

This Agreement is made and entered into as of th e 1st day of August, 20 21 by and between the City of Foster City hereinafter cal led "CITY " and Tripepi Smith and Associates, Inc. hereinafter called "CONSULTANT".

RECITALS

This Agreement is entered into with reference to the following facts and circumstances:

A. That CITY desires to engage CONSULTANT to provide professional services in the CITY;

B. That CONSULTANT is qualified to provide such services to the CITY and;

C. That the CITY has elected to engage the services of CONSULTANT upon the terms and conditions as hereinafter set forth.

1. Services. The services to be performed by CONSULTANT under this Agreement shall include those services set forth in Exhibit A, which is, by this reference, incorporated herein and made a part hereof as though it were fully set forth herein.

Performance of the work specified in said Exhibit A is hereby made an obligation of CONSULTANT under this Agreement, subject to any changes that may be made subsequently hereto upon the mutual written agreement of the said parties.

Where in conflict, the terms of this Agreement supersede and prevail over any terms set forth in Exhibit A.

2. Term; Termination. (a) The term of this Agreement shall commence upon the date hereinabove written and shall expire upon completion o f performance of services hereunder by CONSULTANT. (b) Notwithstanding the provisions of (a) above, either party may terminate this Agreement without cause by giving written notice not less than ten (10) days prior to the effective date of termination, which date shall be included in said notice.

In the event of such termination, CITY shall compensate CONSULTANT for services rendered, and reimburse CONSULTANT for costs and expenses incurred, to the date of termination, calculated in accordance with the provisions of paragraph 3. In ascertaining the services actually rendered to the date of termination, consideration shall be given both to completed work and work in process of completion. Nothing herein contained shall be deemed a limitation upon the right of CITY to terminate this Agreement for cause, or otherwise to exercise such rights or pursue such remedies as may accrue to CITY hereunder. The initial contract will be for a one -year DocuSign Envelope ID: E0BBC9CC-9BA6-4D65-B08E-751059A67B91 65 2 Updated
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agreement. At the City’s sole discretion, the City can extend the term of the agreement for up to two additional one-year term extensions upon approval from the City Council evidenced by motion duly made and carried and notice of the approval to CONSULTANT.

3. Compensation; Expenses; Payment . CITY shall compensate CONSULTANT for all services performed by CONSULTANT hereunder in an amount based upon CONSULTANT’s hourly rates during the time of the performance of said services. A copy of CONSULTANT’s hourly rates for which services hereunder sha ll be performed are set forth in CONSULTANT’s fee schedule marked Exhibit “B” hereof, attached hereto and by this reference incorporated herein.

Notwithstanding the foregoing, the combined total of compensation and reimbursement of costs payable hereunder shall not exceed the sum of one hundred twenty seven thousand and fifty six dollars ($127,056). Invoices for amounts in excess of one hundred twenty seven thousand and fifty six dollars ($127,056) for the first 12 months shall not be paid unless the performance of services and/or reimbursement of costs and expenses in excess of said amounts have been approved in advance of performing such services or incurring such costs and expenses by the City Manager (for contracts less than $50,000) or City Council (for contracts $50,000 or more) evidenced by motion duly made and carried and a written contract amendment having been executed.

Compensation and reimbursement of costs and expenses hereunder shall be payable upon monthly billing therefor by CONSULTANT to CITY, which billing shall include an itemized statement, briefly describing by task and labor category or cost/expense items billed.

4. Additional Services. In the event CITY desires the performance of additional services not otherwise incl uded within the services described in Exhibit A, such services shall be authorized in advance of the performance thereof by the City Manager (for contracts less than $ 50,000) or City Council (for contracts $ 50,000 or more) by motion duly made and carried. Such amendment to this Agreement shall include a description of the services to be performed thereunder, the maximum compensation and reimbursement of costs and expenses payable there for, the time of performance thereof, and such other matters as the parti es deem appropriate for the accomplishment of such services. Except to the extent modified by written amendment, all other terms and conditions of this Agreement shall be deemed incorporated in each such amendment.

5. Records. CONSULTANT shall keep and ma intain accurate records of all time expended and costs and expenses incurred relating to services to be performed by CONSULTANT hereunder. Said records shall be available to CITY for review and copying during regular business hours at CONSULTANT’s place of business or as otherwise agreed upon by the parties.

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6. Authorization. This Agreement becomes effective when endorsed by both parties in the space provided below.

7. Reliance on Professional Skill of CONSULTANT. CONSULTANT represents that it has the necessary professional skills to perform the services required and the CITY shall rely on such skills of the CONSULTANT to do and perform the work. In performing services hereunder CONSULTANT shall adhere to the standards genera lly prevailing for the performance of expert consulting services similar to those to be performed by CONSULTANT hereunder.

8. Documents. All documents, plans, drawings, renderings, and other papers, or copies thereof, as finally rendered, prepared by CONSULTANT pursuant to the terms of this Agreement, shall, upon preparation and delivery to CITY, become the property of CITY.

9. Relationship of Parties . It is understood that the relationship of CONSULTANT to the CITY is that of an independent contractor a nd all persons working for or under the direction of CONSULTANT are its agents or employees and not agents or employees of the CITY.

10. Schedule. CONSULTANT shall adhere to the schedule set forth in Exhibit A; provided, that CITY shall grant reasonable extensions of time for the performance of such services occasioned by governmental reviews of CONSULTANT’s work product or other unavoidable delays; provided, further, that such unavoidable delay shall not include strikes, lockouts, work stoppages, or other labor disturbances conducted by, or on behalf of, CONSULTANT’s officers or employees.

CONSULTANT acknowledges the importance to CITY of CITY’s Project schedule and agrees to put forth its best professional efforts to perform its services under this Agreement in a manner consistent with that schedule.

11. Indemnity. To the fullest extent allowed by law, CONSULTANT hereby agrees to defend, indemnify, and save harmless CITY and Estero Municipal Improvement District, its Council, boards, commissions, officers, employees and agents, from and against any and all claims, suits, actions liability, loss, damage, expense, cost (including, without limitation, costs and fees of litigation) of every nature, kind or description, which may be brought against, or suffered or sustained by, City of Foster City or Estero Municipal Improvement District, its Council, boards, commissions, officers, employees or agents caused by, or alleged to have been caused by, the negligence, intentional tortuous act or omission, or willful misconduct of CONSULTANT, its officers, employees, subcontractors or agents in the performance of any services or work pursuant to this Agreement.

The duty of CONSULTANT to indemnify and save harmless, as set forth herein, shall include the duty to defend as set forth in Section 2778 of the DocuSign Envelope ID: E0BBC9CC-9BA6-4D65-B08E-751059A67B91 67 4 Updated
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California Civil Code; provided, however, that nothing herein contained shall be construed to require CONSULTANT to indemnify City of Foster City and Estero Municipal Improvement District, its C ouncil, boards, commissions, officers, employees and agents against any responsibility or liability in contravention of Section 2782 of the California Civil Code.

CONSULTANT’s responsibility for such defense and indemnity obligations shall survive the ter mination or completion of this Agreement for the full period of time allowed by law.

The defense and indemnification obligations of this agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained within this Agreement.

12. Insurance. CONSULTANT shall acquire and maintain Workers’ Compensation, employer’s liability, commercial general liability, owned and non-owned and hired automobile liability, and professional liability insurance coverage relating to CONSULTANT’s services to be performed hereunder covering CITY’s risks in form subject to the approval of the City Attorney and/or CITY’s Risk Manager. The minimum amounts of coverage corresponding to the aforesaid categories of insurance per insurable event, shall be as follows:

Insurance Category Minimum Limits

Workers’ Compensation statutory minimum

Employer’s Liability $1,000,000 per accident for bodily injury or disease

Commercial General Liability $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury,
personal injury and property damage

Automobile Liability $1,000,000 per accident for bodily injury and property damage (coverage required
to the extent applicable to
CONSULTANT’s vehicle usage in
performing services hereunder)

1Professional Liability $1,000,000 per claim and aggregate

It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance

1 Note: Professional liability insurance coverage is not required if the CONSULTANT is not providing a service regulated by the state. (Examples of service providers regulated by the state are insurance agents, professional engineers, doctors, certified public accountants, lawyers, etc.) Please check and initial the following if professional liability is NOT required for this agreement.  Recommended ______ [Project Manager]  Approved _______[Risk Manager]
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coverage requirements and/or limits shall be available to the CITY as an Additional Insured. Furthermore, the requirements for coverage and limits shall be the greater of either (1) the minimum coverage and limits specified in this Agreement or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to th e named Insured.

CONSULTANT agrees to include with all subcontractors in their subcontracts the same requirements and provisions of this agreement including the indemnity and insurance requirements to the extent they apply to the scope of the subcontract or’s work. Subcontractors hired by CONSULTANT shall agree to be bound to CONSULTANT and CITY in the same manner and to the same extent as CONSULTANT is bound to CITY under this Agreement and its accompanying documents. Subcontractors shall further agree to include these same provisions with any sub - subcontractors. A copy of the indemnity and insurance provisions of this Agreement will be furnished to the Subcontractor upon request.

CONSULTANT shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the subcontract agreement and will provide proof of compliance to the CITY prior to commencement of any work by the subcontractor.

Concurrently with the execution of this Agreement, CONSULTANT shal l furnish CITY, on the form included as Exhibit D or similar form, with certificates and copies of information or declaration pages of the insurance required hereunder to be included as Exhibit C hereto. With respect to evidence of commercial general liab ility and automobile liability insurance coverage, CONSULTANT must also include in Exhibit C the following original endorsements:

(a) Precluding cancellation or reduction in per occurrence limits before the expiration of thirty (30) days (10 days for nonpayment) after CITY shall have received written notification of cancellation in coverage or reduction in per occurrence limits by first class mail;

(b) Naming the City of Foster City and Estero Municipal Improvement District, its Council, officers, boards, commissions, employees, and agents, as additional insureds; and

(c) Providing that CONSULTANT’s insurance coverage shall be primary insurance with re spect to City of Foster City and Estero Municipal Improvement District, its Council, officers, boards, commissions, employees, and agents, and any insurance or self -insurance maintained by CITY for itself, its Council, officers, boards, commissions, employ ees, or agents shall be in excess of CONSULTANT’s insurance and not contributory with it.

CONSULTANT and its insurer may not seek contribution from CITY’s insurance or self-insurance.

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The limits of insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of CITY, to the ex tent required by this Agreement, before the CITY’s insurance or self-insurance may be called upon to protect CITY as a named Insured.

All self-insured retentions (SIR) must be disclosed to CITY for approval and shall not reduce the limits of liability coverage. Policies containing and SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named CONSULTANT/Named Insured or CITY.

CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later.

Any and all Subcontractors shall agree to be bound to CONSULTANT and CITY in the same manner and to the same extent as CONSULTANT is bound to CITY under this Agreement. Subcontractors shall further agree to include the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, in any agreement with sub - subcontractors to the extent that they apply to the scop e of the sub - subcontractor’s work. A copy of the indemnity and insurance provisions of this Agreement shall be furnished to any subcontractor upon request.

CONSULTANT shall maintain insurance as required by this Agreement to the fullest amount allowed by law and shall maintain in surance for a minimum of five (5) years following completion of this project or service. In the event CONSULTANT fails to obtain or maintain completed operations coverage as required by this Agreement, the CITY at its sole discretion may purchase the coverage required and the cost will be paid by CONSULTANT.

13. WORKERS' COMPENSATION. CONSULTANT certifies that he is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and CONSULTANT certifies that he will comply with such provisions before commencing the performance of the work of this agreement.

14. NON-DISCRIMINATION. The CONSULTANT will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. The CONSULTANT will take affirmative action to ensure that applicants are employed and the employees are treated during employment without regard to their race, color, religion, sex or national origin. Such a ction shall include, but not be limited to the following:
employment, advancement, demotion, transfer, recruitment, or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including appre nticeship. The DocuSign Envelope ID: E0BBC9CC-9BA6-4D65-B08E-751059A67B91 70 7 Updated
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CONSULTANT shall at all times be in compliance with the requirements of the Federal Americans With Disabilities Act (Public Law 101 -336) which prohibits discrimination on the basis of disability by public entities. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause.

15. Notice. All notices required by this Agreement shall be given to the CITY and CONSULTANT in writing, by first class mail, postage prepaid, addressed as follows:

CITY: City of Foster City
610 Foster City Boulevard
Foster City, CA 94404-2299
Attention: Priscilla Schaus, Communications
Director/City Clerk

CONSULTANT: Tripepi Smith & Associates
P.O. Box 52152
Irvine, CA 92619
Attention: Ryder Todd Smith, President
(626) 536-2173
[email protected]

16. Non-Assignment. This Agreement is not assignable either in whole or in part.

17. Amendments. This Agreement may be amended or modified only by written agreement signed by both parties.

18. Validity. 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.

19. Governing Law. This Agreement shall be governed by the laws of the State of California and any suit or action initiated by either party shall be brought in the County of San Mateo, California. In the event of litigation between the parties hereto to enforce any provision of the Agreement, the unsuccessful party will pay the reasonable attorney’s fees and expenses of litigation of the successful party.

20. Mediation. Should any dispute arise out of this Agreement, the parties shall meet in mediation and attempt to reach a resolution with the assistance of a mutually acceptable mediator. Neither party shall be permitted to file legal action without first meeting in mediation and making a good faith attempt to reach a mediated resolution. The costs of the mediator, if any, shall be paid equally by the parties. If a mediated settlement is reached neither party shall be deemed the prevailing party for purposes of the settlement and each party shall bear its own legal costs.

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21. Conflict of Interest. CONSULTANT may serve other clients, but none who are active within the City of Foster City or who conduct business that would place CONSULTANT in a "conflict of interest" as that term is defined in State law.

22. Entire Agre ement. This Agreement, including Exhibit s A, B C, and D , comprises the entire Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written by their respective officers duly authorized in that behalf.

CITY OF FOSTER CITY

Dated: _________________________________ Sanjay Gehani, Mayor
(for contracts $50,000 or more)

ATTEST:

Dated: ________________________________ Priscilla Schaus, City Clerk

APPROVED AS TO FORM

Dated:

Benjamin Stock, City Attorney

CONSULTANT

Dated:

Ryder Todd Smith, President
Tripepi Smith

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EXHIBIT A

SCOPE OF WORK AND SCHEDULE
FOR

COMMUNICATIONS SUPPORT SERVICES FOR THE LEVEE PROTECTION PLANNING AND IMPROVEMENTS PROJECT (CIP 657)

The consultant will work closely with the City Manager’s Department, Communications Division, and Project Manager to provide ongoing strategic and proactive communications and outreach services on the Levee Project. Communications and outreach services and support may include, but are not limited to:

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EXHIBIT B
CONSULTANT’S FEE SCHEDULE

The initial contract is for a not to exceed amount for a term of one-year agreement with two optional one-year extensions. The City has requested pricing on both a time and materials basis and set monthly cost and reserves the right for each option for the duration of the agreement.

The City has opted to utilize the retainer rate of $6,500 per month, with additional work charged at the reduced retainer rate as detailed below. The optional one-year extensions are subject to City Council approval.
 The initial contract from August 1, 2021 – July 31, 2022 not to exceed amount is $127,056.  The first optional one-year extension from August 1, 2022 – July 31, 2023 not to exceed amount is $133,408.80 which includes a 5% CPI increase.
 The second optional one -year extension from August 1, 2023 – July 31, 2024 not to exceed amount is $140,079.24 which includes a 5% CPI increase. It should be noted that the full contract amount may not be needed for this term as the project is anticipated to be fully completed in January 2024.

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EXHIBIT C

INSURANCE FORMS

CONSULTANT shall provide , in addition to the Certificates of Insurance , original Endorsement affecting the coverages specified in Section 1 2 - INSURANCE of the Agreement on the attached form. No substitute form will be accepted.

ATTACHED

1. Insurance Coverage Form

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EXHIBIT D
This INSURANCE COVERAGE FORM modifies or documents insurance provided under the following:

Named Insured: Effective Work Date(s):

Description of Work/Locations/Vehicles:

ADDITIONAL INSURED: City of Foster City/Estero Municipal Improvement District (CITY) 610 Foster City Boulevard, Foster City, CA 94404
Attention: _________________________________
Contract Administrator
Endorsement and Certificates of Insurance Required
The Additional Insured, its elected or appointed officers, officials, employees and volunteers are included as insureds with regard to damages and defense of claims arising from: (Check all that apply)
Insurer Policy
No.

General Liability : (a) activities performed by or on behalf of the Named Insured, (b) products and completed operations of the Named Insured, (c) premises owned, leased occupied or used by the Na med Insured, and/or (d) permits issued for operations performed by the Named Insured. {Note:

MEETS OR EXCEEDS ISO Form # CG 20 10 11 85}

Auto Liability : the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Named Insured, regardless of whether liability is attributable to the Named Insured or a combination of the Named Insured and the Additional Insured, its elected or appointed officers, officials, employees or volunteers.

Other:

Certificates of Insurance Required (no endorsement needed) (Check all that apply) Insurer Policy No.

Workers Compensation : work performed by employees of the Named Insured while those employees are engaged in work under the simultaneous directions and control of the Named Insured and the Additional Insured.

Professional Liability:

PRIMARY/NON-CONTRIBUTORY: This insurance is primary and is not additional to or contributing with any other insurance carried by or for the benefit of Additional Insureds.

SEVERABILITY OF INTEREST: The insurance afforded by this policy applies separately to each insured who is seeking coverage or against whom a claim is made or a suit is brought, except with respect to the insurer’s limit of liability.

PROVISIONS REGARDING THE INSURED'S DUTIES AFTER ACCIDENT OR LOSS: Any failure to comply with reporting provisions of the policy shall not affect coverage provided to the Additional Insured, its elected or appointed officers, officials, employees, or volunteers.

CANCELLATION NOTICE. The insurance afforded by this policy shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days' prior written notice (ten (10) days if canceled due to non -payment) by regular mail return receipt requested has been given to the Additional Insured. Such notice shall be addressed as shown above.

WAIVER OF SUBROGATION: The insurer(s) named above agree to waive all rights of subrogation against the CITY, its elected or appointed officers, officials, agents, volunteers and employees for losses paid under the terms of this policy which arise from work performed by the Named Insured for the CITY.

Nothing herein contained shall vary, alter or extend any provision or condition of the Policy other than as above stated.

SIGNATURE OF INSURER OR AUTHORIZED REPRESENTATIVE OF THE INSURER

I, ______________________________________________________________(print/type name), warrant that I have authority to bind the above-named insurance company and by my signature hereon do so bind this company.

SIGNATURE OF AUTHORIZED REPRESENTATIVE (original signature required)

ORGANIZATION: TITLE:

ADDRESS:

TELEPHONE: ( ) DATE ISSUED:

DocuSign Envelope ID: E0BBC9CC-9BA6-4D65-B08E-751059A67B91 83 June 20, 2022
Dear Ryder,
Per the terms of the agreement between the parties, this letter services as a notice, due to satisfactory performance under the terms of the agreement dated August 1, 2021, the City of Foster City is extending the agreement with Tripepi Smith and Associates, Inc. for a second one-year term from August 1, 2022, to July 31, 2023.

Pursuant to Exhibit B of the agreement, the not to exceed compensation for services shall increase 5% to $133,408.80. All other provisions of the agreement shall remain unchanged for the new contract terms.

Questions about this agreement extension, the agreement terms, or the work performed under the agreement should be addressed to Communications Director/City Clerk Priscilla Schaus at [email protected].

We look forward to a continued successful partnership.

CITY OF FOSTER CITY
_______________________
Richa Awasthi, Mayor
City of Foster City

TRIPEPI SMITH
_______________________
Ryder Todd Smith
President, Tripepi Smith
610 FOSTER CITY BOULEVARD
FOSTER CITY, CA 94404
84 DATE: June 20, 2022

TO: Mayor and Members of the City Council

VIA: Edmund Suen, Interim City Manager

FROM: Louis Sun, Public Works Director

SUBJECT: AWARD OF CONSTRUCTION CONTRACT TO RADIUS
EARTHWORK, INC. FOR THE CONSTRUCTION OF THE
PAVEMENT REHABILITATION PROJECT FY 2020/2021 (CIP
301-697); AND AN APPROPRIATION IN THE AMOUNT OF
$60,000 TO CIP 301-697

RECOMMENDATION
It is recommended that the City Council adopt the attached resolution authorizing:

1. The Mayor to execute an agreement with Radius Earthwork, Inc. in the amount of $1,337,300 for the construction of the Pavement Rehabilitation Project FY 2020/2021 (CIP 301-697); and

2. The establishment of a contingency in the amount of $162,000 with authorization given to the City Manager to execute contract change orders up to the contingency amount; and

3. An appropriation in the amount of $60,000 from Fund 301 to the existing project budget, Account No. 301-0910-697-4251, for funds previously collected from Gilead Sciences, Inc. to be used towards the City’s pavement management program.

EXECUTIVE SUMMARY
CIP 301-697 consists of street rehabilitation and pavement maintenance on 85 various streets in Neighborhood No. 1 and No. 8. The rehabilitation project will help to increase and maintain the City’s overall Pavement Condition Index (PCI). The PCI is a numerical index used to indicate the general condition of a pavement. Design for the project was performed in-house by Public Works staff.

Existing funding of $1,500,000 is provided by a combination of Measure A, Measure M, Gas Tax, and SB1 funding and is available in the approved budget for construction. The City Council action will allow staff to award the project for construction. Construction is anticipated to take approximately 3 months.

Three (3) bids for the construction of the Pavement Rehabilitation Project FY20/21 (CIP 301-697) were received and opened on Tuesday, May 24, 2022. Radius Earthwork, Inc. submitted the apparent low base bid of $1,177,300. With the appropriation of $60,000, the revised project budget will be $1,560,000. Adequate funding is available in the approved project budget to fully fund construction, including the additional Alternative 1, which resurfaces Bounty Drive from Foster City Boulevard to Comet Drive (Total contract award with Alt 1 is $1,337,300). Construction is anticipated to start in August 2022 and is estimated to take three months to complete.

BACKGROUND
At the meeting on April 18, 2022, the City Council adopted Resolution No. 2022-37 approving the plans and specifications for CIP 301-697 and authorized the call for bids. Out of three (3) bids received and opened, the apparent low base bid was $1,177,300 submitted by Radius Earthwork, Inc., and was found to be responsive.

The scope of work consists of street rehabilitation and pavement maintenance on various streets in Neighborhood No. 1 and No. 8. Work will include the installation of new ADA, ramps, signage, and striping. The rehabilitation project will help to increase and maintain the City’s overall Pavement Condition Index (PCI). The PCI is a numerical index used to indicate the general condition of a pavement. Design for the project was performed in-house by Public Works staff.

After award of the construction contract and before the start of construction, the contractor shall provide all their necessary paperwork and meet with the City for a preconstruction meeting. The contractor will have 90 calendar days 86 to substantially complete the project from the date specified in the Notice to Proceed.

Gilead Sciences, Inc. has contributed $60,000 dollars to the City for use on pavement improvements.

ANALYSIS
The bid results are as follows:

Company Name Total Base Bid Over Base Bid Total Bid w/ Alternative 1 Radius Earthwork, Inc. $ 1,177,300.00 - - $1,337,000.00 Interstate Grading, Paving $ 1,284,937.10 $ 107,637.10 9.1% $1,424,337.60 G Bortolotto & Company $1,263,403.66 $ 86,103.66 7.3% $1,404,896.66 The lowest bidder, Radius Earthwork, Inc., has met all the bid requirements. All bid submissions had a small math error, but it did not affect the results of the bid. The values in the chart above have been corrected to reflect the actual dollar amounts.

The work included in Altervative 1 includes a grind and overlay of Bounty Drive from Foster City Boulevard to Comet Drive. Following the resurfacing, the roadway will be restriped and existing signage will be replaced.

Construction is anticipated to start in August 2022 and to be completed by November 2022. Project management will be done through City staff and potential consultant support.

FISCAL IMPACT
All costs associated with construction will be funded through CIP 301- 697. Existing funding of $1,500,000 is provided by a combination of Measure A, Measure M, Gas Tax, and SB1 funding and is available in the approved budget for construction. Additionally, Gilead Sciences, Inc. contributed a development impact fee of $60,000 as a condition of approval, to cover their calculated share of pavement improvements required, resulting from road deterioration from construction vehicles associated with the construction of 368 Lakeside Drive. The funds need to be appropriated to the project account to be incorporated into the City’s pavement management program. With the total additional appropriation of $60,000, the total Project budget will be $1,560,000.
87 The construction bids came in as anticipated and near the engineer’s estimate (with contingency) of $1,500,000. A contingency of $162,000 or approximately 12% of the total bid is requested to pay for any unforeseen conditions during construction. No additional funding should be needed for the construction due to the competitive bids received.

Current Approved and Available Budget $ 1,500,000.00

Appropriation - Gilead Sciences, Inc. Pavement Contribution $ 60,000.00

Total Approved Budget $ 1,560,000.00

Anticipated Expenditures
Bid submitted by Radius Earthwork, Inc. w/Alternate #1 $ 1,337,000.00 Contingency (12%) $ 162,000.00
Miscellaneous (Advertising, Cal West, Plans, etc.) $ 5,000.00 Construction Management Services $ 48,000.00
Materials Testing $ 8,000.00
Total Anticipated Expenditures $ 1,560,000.00

CITY COUNCIL VISION, MISSION, AND VALUE/PRIORITY AREAS
This item is in alignment with the “Facilities and Infrastructure” value/priority area in that this project addresses pavement maintenance and improvements to safety and accessibility for bicyclists and pedestrians.

Attachments:
Attachment 1 - Resolution
Attachment 2 - Agreement
Attachment 3 - Radius Inc Bid Submittal
88 RESOLUTION NO. ___________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FOSTER CITY

AUTHORIZING THE AWARD OF A CONSTRUCTION CONTRACT TO RADIUS EARTHWORK, INC. IN THE AMOUNT OF $1,337,300 FOR THE PAVEMENT REHABILITATION PROJECT FY20/21 (CIP 301-697); AND AN APPROPRIATION IN THE AMOUNT OF $60,000 FROM FUND 301 TO CIP 301-697 ACCOUNT NUMBER 301-0910-697-4251

CITY OF FOSTER CITY
WHEREAS, in June 2013, the City collected $60,000 from Gilead Sciences, Inc. for pavement improvements; and
WHEREAS, at the meeting on April 18, 2022, the City Council adopted Resolution No. 2022-37 approving the plans and specifications, and authorizing the Call for Bids for the Pavement Rehabilitation Project FY20/21 (CIP 301-697); and WHEREAS, out of three (3) bids received and opened on Tuesday, May 24, 2022, Radius Earthwork, Inc. submitted the low responsible and responsive base bid in the amount of $1,177,300; and
WHEREAS, including Alternative 1, the total project bid is $1,337,300; and WHERAS, a project contingency in the amount of $162,000 will enable expedient resolution of changes to the plans resulting from any unforeseen conditions; and WHEREAS, funding in the amount of $1,500,000 was approved for the project budget for CIP 301-697; and
WHEREAS, the total aggregate funding available for the project after approving appropriations would be $1,560,000; and
WHEREAS, any unused funds remaining in the project budget shall be returned to the appropriate funds (SB1, Gas Tax, General Fund) upon project closeout.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Foster City does hereby authorize:

1. The Mayor to execute an agreement with Radius Earthwork, Inc. dated June 20, 2022 in the amount of $1,337,300 for the construction of the Pavement Rehabilitation Project FY 20/21 (CIP 301-697); and
89 2. The establishment of a contingency in the amount of $162,000 with authorization given to the City Manager to execute contract change orders up to the contingency amount; and

3. An appropriation in the amount of $60,000 from the fund 301 to the existing project budget 301-0910-697-4251 for funds previously collected from Gilead Sciences, Inc. to be used towards the City’s pavement management program.

PASSED AND ADOPTED as a resolution of the City Council of the City of Foster City at the regular meeting held on the 20th day of June 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

RICHA AWASTHI, MAYOR
ATTEST:

PRISCILLA SCHAUS, CITY CLERK
90 Appendix A to Construction Services Agreement 05205 - 1 Street Rehabiliation FY 20/21Updated 1/18/2022
DOCUMENT 00 5205

CITY OF FOSTER CITY
610 Foster City Boulevard, Foster City, CA 94404

CONSTRUCTION SERVICES AGREEMENT
Pavement Rehabilitation Project FY20/21
CIP 301-697
DATE: 6/20/2022

1. IDENTIFICATION OF CONTRACTOR:

CONTRACTOR: Radius Earthwork, Inc.

LICENSE NO: 1059010

2. SCOPE OF THE WORK
See Scope of Work attached as Appendix A. [To include drawings, etc.]

3. COMPENSATION FOR WORK. Contractor’s total compensation for the Work performed under this ,Agreement (Contract Sum) is $1,337,000, to be paid as (check one): (1)  lump sum; (2)  lump sum with progress payments; (3)  per attached schedule of rates and charges, up to a guaranteed not-to-exceed amount of $__________. All payments (check one):  shall  shall not be subject to a five percent (5%) retention.

Contractor’s hourly rates are listed in Exhibit A, Scope of Work and Cost Proposal. In the event payments to Contractor equal the “not to exceed” amount, and absent a written modification to this Agreement signed by the Owner, Contractor shall complete all services required under this Agreement without further compensation or cost reimbursement.

4. SCHEDULE OF PERFORMANCE FOR THE WORK. Contractor shall commence and complete the Work by the following dates:

Commencement Date shall be on the date established in the Notice to Proceed. Owner reserves the right to modify or alter the Commencement Date of the Work.

Substantial Completion Date: Within 90 calendar days of Commencement Date.

Final Completion Date: Within 20 calendar days of Substantial Completion.

4.01 Liquidated Damage Amounts.

A. As liquidated damages for delay Contractor shall pay Owner Five Hundred dollars ($500.00) for each Day that expires after the time specified herein for Contractor to achieve Substantial Completion of the entire Work, until achieved.
91 Appendix A to Construction Services Agreement 05205 - 2 Street Rehabiliation FY 20/21Updated 1/18/2022
B. As liquidated damages for delay Contractor shall pay Owner Five Hundred dollars ($500.00) for each Day that expires after the time specified herein for Contractor to achieve Final Completion of the entire Work, until achieved.

4.02Scope of Liquidated Damages
A. Contractor and Owner agree that because of the nature of the Project, it would be impractical or extremely difficult to fix the amount of such actual damages incurred by Owner because of a delay in completion of all or any part of the Work. Contractor and Owner agree that specified measures of liquidated damages shall be presumed to be the amount of such damages actually sustained by Owner, and that because of the nature of the Project, it would be impracticable or extremely difficult to fix the actual damages.

B. Liquidated damages for delay shall cover administrative, overhead, interest on bonds, and general loss of public use damages suffered by Owner as a result of delay. Liquidated damages shall not cover the cost of completion of the Work, damages resulting from Defective Work, lost revenues or costs of substitute facilities, or damages suffered by others who then seek to recover their damages from Owner (for example, delay claims of other contractors, subcontractors, tenants, or other third- parties), and defense costs thereof. Owner may deduct from any money due or to become due to Contractor subsequent to time for completion of entire Work and extensions of time allowed pursuant to provisions hereof, a sum representing then-accrued liquidated damages.

5. TERMS AND CONDITIONS.

5.01Contractor shall perform the Work in accordance with the terms and conditions of this Agreement and the following attachments (together, Contract Documents):

A. Appendix A – Scope of Work
B. Appendix B – General Conditions
C. Appendix C – Insurance
D. Appendix D – Construction Performance Bond
E. Appendix E – Construction Labor and Materials Payment Bond F. Appendix F – Supplemental Conditions
G. Appendix G – Technical Requirements

5.02The Contract Documents are the sole and exclusive provisions that govern the Work described herein. Any provision contained in any purchase order issued in connection with this Agreement or the Work described herein shall be null and void and shall have no force or effect.

5.03Agreement number must appear on all invoices and correspondence. Send invoices in duplicate immediately upon performance of Work ordered hereon to:

City of Foster City
Public Works Department, 610 Foster City Blvd, Foster City, CA 94404 92 Appendix A to Construction Services Agreement 05205 - 3 Street Rehabiliation FY 20/21Updated 1/18/2022
CONTRACTOR: Radius Earthwork, Inc. OWNER: City of Foster City ________________________________________ _______________________________________ Signature Signature
________________________________________ _______________________________________ Print Name & Title Richa Awasthi, Mayor
________________________________________ _______________________________________ Date Date
ATTEST:
_______________________________________
Priscilla Schaus, City Clerk

APPROVED AS TO FORM
_______________________________________
Benjamin Stock, City Attorney

END OF DOCUMENT
93 Appendix A to Construction Services Agreement 05205 - 0 Street Rehabiliation FY 20/21Updated 1/18/2022
Appendix A to Construction Services Agreement

SCOPE OF WORK
The scope of work in general, includes all work associate with the improvements shown on the contract documents. This work includes, but is not limited to street rehabilitation, striping, signage and concrete civil work.
94 Appendix B to Construction Services Agreement 05205 - 0 Street Rehabiliation FY 20/21Updated 1/18/2022
Appendix B to Construction Services Agreement

GENERAL CONDITIONS
ARTICLE 1 TERMS OF PERFORMANCE

1.01 Construction Services Agreement (Agreement) Force and Effect. The provisions of the Agreement and other Contract Documents constitute the entire agreement between the Contractor and Owner regarding the Work described herein. No representation, term or covenant not expressly specified in the Contract Documents shall, whether oral or written, be a part of this agreement. The Agreement and other Contract Documents shall govern the Work described herein (whenever performed), and shall supersede all other purchase orders and agreements between Contractor and Owner, and any proposal, with respect to the Work described herein.

1.02 No Modification or Waiver. The Contract Documents may not be modified, nor may compliance with any of its terms be waived, except by written instrument executed and approved by fully authorized representatives of Owner and Contractor. Contract Documents headings are for convenience only and do not affect the construction of the Contract Documents.

1.03 Performance of Work/No Assignment. Time is of the essence in the performance of the Work.

Contractor will perform the Work in a skillful and workmanlike manner; comply fully with criteria established by Owner, and with applicable laws, codes, and all applicable industry standards.

Contractor shall maintain its work area in a clean and sanitary condition, clear debris and trash at the end of each work day, and shall not damage or disrupt any property unless specifically part of the scope of the Agreement. Contractor shall not contract any portion of the Work or otherwise assign the Agreement without prior written approval of Owner and any assignment without Owner’s prior written approval shall be null and void. (Contractor shall remain responsible for compliance with all terms of the Contract Documents, regardless of the terms of any such assignment.) The Contractor shall permit Owner (or its designees) access to the work area, Contractor’s shop, or any other facility, to permit inspection of the Work at all times during construction and/or manufacture and fabrication. The granting of any progress payment, and any inspections, reviews, approvals or oral statements by any Owner representative, or certification by any governmental entity, shall in no way limit Contractor’s obligations under the Contract Documents. Either party’s waiver of any breach, or the omission or failure of either party, at any time, to enforce any right reserved to it, or to require strict performance of any provision of the Contract Documents, shall not be a waiver of any other right to which any party is entitled, and shall not in any way affect, limit, modify or waive that party’s right thereafter to enforce or compel strict compliance with every provision hereof.

Owner shall have, at all times, set-off rights with respect to any payment and Contractor’s failure to perform the terms of the Contract Documents.

ARTICLE 2 LEGAL AND MISCELLANEOUS

2.01 Records and Payment Requests. Contractor shall submit all billings with all necessary invoices or other appropriate evidence of proper performance, after which Owner shall make payment within thirty (30) days. Upon Owner’s written request, Contractor shall make available to Owner, its authorized agents, officers, or employees, any and all ledgers, books of accounts, invoices, vouchers, cancelled checks, and other records or documents evidencing or relating to the Work or the expenditures and disbursement charged to Owner, and all correspondence, internal memoranda, calculations, books and accounts, records documenting its Work under the Agreement, and invoices, payrolls, timecards, records and all other data related to matters covered by the Agreement. Contractor shall furnish to Owner, its authorized agents, officers, or employees, such other evidence or information as Owner may require with regard to the Work or any such expenditure or disbursement charged by Contractor. Contractor shall maintain all such documents and records prepared by or furnished to Contractor during the course of performing the Work for at least five years following completion of the Work, except that all such items pertaining to hazardous materials shall be maintained for at least thirty (30) years. Contractor shall permit Owner to audit, examine and make copies, excerpts and transcripts from such records. The State of California or 95 Appendix B to Construction Services Agreement 05205 - 1 Street Rehabiliation FY 20/21Updated 1/18/2022
any federal agency having an interest in the subject of the Agreement shall have the same rights conferred to Owner by this section. Such rights shall be specifically enforceable.

2.02 Independent Contractor. Contractor is an independent Contractor and does not act as Owner’s agent in any capacity, whatsoever. Contractor is not entitled to any benefits that Owner provides to Owner employees including, without limitation, insurance, worker’s compensation benefits or payments, pension benefits, health benefits or insurance benefits. Terms within the Contract Documents regarding directives apply to and concern the result of the Contractor’s provision of Work not the means, methods, or scheduling of the Contractor’s Work. Contractor shall be solely responsible for the means, methods, techniques, sequences and procedures with respect to its provision of Work under the Contract Documents. Contractor shall pay all payroll taxes imposed by any governmental entity and will pay all other federal, state, or local taxes not specifically identified in the Contract Documents as Owner’s responsibility.

2.03 Indemnity/Liability. Contractor shall defend, indemnify, and save harmless, to the fullest extent permitted by law, the Owner and each of its council members, officers, directors, representatives, agents and employees, and volunteers (Owner Indemnities),against all claims, suits, actions, loss, cost, damage, expense, and liability arising from or related to bodily injury to or death of any person or damage to any property, or resulting from any breach and/or Contractor’s negligence in performing the Work pursuant to the Contract Documents. Notwithstanding any provision of the Contract Documents, Owner shall not be liable to Contractor or anyone claiming under it, in contract or tort, for any special, consequential, indirect or incidental damages arising out of or in connection with the Contract Documents or the Work. Owner’s rights and remedies, whether under the Agreement or other applicable law, shall be cumulative and not subject to limitation. Contractor’s obligations to defend, indemnify, and save harmless the Owner Indemnities are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained within this Agreement. Contractor’s responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law.

2.04 Defective Work; Warranties. Contractor warrants that all construction services shall be performed in accordance with generally accepted professional standards of good and sound construction practices, all Contract Documents requirements, and all laws, codes, standards, licenses, and permits. Contractor warrants that all materials and equipment shall be new, of suitable grade of their respective kinds for their intended uses, and free from defects. Contractor hereby grants to Owner for a period of one year following the date of completion its unconditional warranty of the quality and adequacy of all of the Work including, without limitation, all labor, materials and equipment provided by Contractor and its Subcontractors of all tiers. If either prior to completion of the Work, or within one year after completion, any Work (completed or incomplete) is found to violate any of the foregoing warranties (Defective Work), Contractor shall promptly, without cost to Owner and in accordance with Owner’s written instructions, correct, remove and replace the Defective Work with conforming Work, and correct, remove and replace any damage to other Work or other property resulting therefrom. If Contractor fails to do so, Contractor shall pay all of the Owner’s resulting claims, costs, losses and damages. Where Contractor fails to correct Defective Work, or defects are discovered outside the correction period, Owner shall have all rights and remedies granted by law.

2.05 Compliance with Laws; Conflict of Interests. Contractor agrees to comply with all applicable federal and state laws, regulations and policies, as amended, including those regarding discrimination, unfair labor practices, anti-kick-back, collusion, and the provisions of the Americans with Disability Act. Contractor, its officer, partners, associates, agents, and employees, shall not make, participate in making, or in any way attempt to use the position afforded them by the Contract Documents to influence any governmental decision in which he or she knows or has reason to know that he or she has a financial interest under applicable state, federal and local conflict of interest regulations. Contractor warrants that no person or agency has been employed or retained to solicit or obtain the Agreement upon an agreement or understanding for a contingent fee, except a bona fide employee or agency. Contractor shall not engage in unlawful employment discrimination including, but not limited to, discrimination based upon a person’s race, religion, 96 Appendix B to Construction Services Agreement 05205 - 2 Street Rehabiliation FY 20/21Updated 1/18/2022
color, national origin, ancestry, physical handicap, medical condition, marital status, gender, citizenship, sexual orientation, or sexual identity as prohibited by state or federal law.

2.06 Termination; Suspension; Disputes. Owner may direct Contractor to terminate, suspend, delay, interrupt or accelerate Work, in whole or in part, for such periods of time as Owner may determine in its sole discretion. Owner will issue such directives in writing, and may do so, in whole or in part, for its convenience or due to Contractor’s fault. Owner will compensate Contractor for extra costs resulting from such directives only to the extent that Owner issues such directives for its convenience and not due to Contractor’s fault (but Owner shall not compensate Contractor for costs, profit or overhead anticipated to be earned or incurred on Work terminated for Owner’s convenience.) Contractor shall continue its Work throughout the course of any dispute, and Contractor’s failure to continue Work during a dispute shall be a material breach of the Contract Documents. All claims by Contractor against Owner shall be submitted in writing to Owner, and shall be governed by Public Contract Code Sections 9204 and 20104 – 20104.6, after which time the one year time period in Government Code Section 911.2 shall be, pursuant to Government Code Section 930.2, reduced to 90 days. Should Contractor be terminated for default, and such termination is subsequently determined to be wrongful, such termination will be converted to a termination for convenience as provided herein.

2.07 Execution; Venue; Limitations. The Agreement shall be deemed to have been executed in San Mateo County, California. Enforcement of the Contract Documents shall be governed by the laws of the State of California, excluding its conflict of laws rules. Except as expressly provided in the Contract Documents, nothing in the Contract Documents shall operate to confer rights or benefits on persons or entities not party to the Agreement. As between the parties to the Agreement, any applicable statute of limitations for any act or failure to act shall commence to run on the date of Owner’s issuance of the final Certificate for Payment, or termination of the Contract Documents, whichever is earlier, except for latent defects, for which the statute of limitation shall begin running upon discovery of the defect and its cause.

2.08 Employee Wages; Records; Apprentices. Contractor shall pay prevailing wages to its employees on any contract in excess of $1,000.00 (one thousand dollars). Copies of the general prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Contract, as determined by Director of the State of California Department of Industrial Relations, are on file at the City’s Public Works Department and may be obtained from the California Department of Industrial Relations website
[http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm]. Contractor shall comply with the 8- hours per day/40 hours per week/overtime/working hours restrictions for all employees, pursuant to the California Labor Code. Contractor and all subcontractors shall keep and maintain accurate employee payroll records for Work performed under the Agreement. The payroll records shall be certified and submitted as required by law, including Labor Code Sections 1771.4 (if applicable) and 1776, including to the Labor Commissioner no less frequently than monthly. Contractor shall comply fully with Labor Code Section 1777.5 in the hiring of apprentices for work relating to the Agreement. If the Agreement exceeds $2,000 and is funded with federal funds, then Contractor shall pay federal Davis Bacon wages and comply with applicable federal requirements.

2.09 Mandatory Contractor and Subcontractor Registration. Pursuant to Labor Code Section 1771(a), Contractor represents that it and all of its Subcontractors are currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. Contractor covenants that any additional or substitute Subcontractors will be similarly registered and qualified.

2.10 Worker’s Compensation. Pursuant to Labor Code Sections 1860 and 1861, in accordance with the provisions of Section 3700 of the Labor Code, every contractor will be required to secure the payment of compensation to his employees. Contractor represents that it is aware of the provisions of Labor Code Section 3700 that require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and Contractor shall comply with such provisions before commencing the performance of the Work.

2.11 Construction Performance Bond; Construction Labor and Materials Payment Bond; Securities in Lieu of Retention Escrow Account.
97 Appendix B to Construction Services Agreement 05205 - 3 Street Rehabiliation FY 20/21Updated 1/18/2022
A. If Contract Sum under the Agreement exceeds (or is expected to exceed) $25,000, Contractor shall provide a construction performance bond in form attached hereto as Appendix D – Construction Performance Bond, and a construction labor and material payment bond, in accordance with Civil Code Section 9550 and in form attached hereto Appendix E – Construction Labor and Materials Payment Bond. Contractor may not substitute cash in lieu of the required bond(s).

B. If the Agreement specifies performance retention, Contractor may elect to substitute securities or direct payment to an escrow account, pursuant to Public Contract Code Section 22300 (incorporated herein by this reference).

2.12 Earthwork and Underground Facilities. If the Work involves digging trenches or other excavations that extend deeper than four feet below the surface, Contractor shall notify Owner in writing of any material that Contractor believes may be hazardous waste that is required to be removed in accordance law, subsurface or latent physical conditions at the site differing from those indicated by information about the site made available to bidders prior to the deadline for submitting bids, or unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract Documents, pursuant to Section 7104 of the Public Contract Code. For any Work involving trench shoring that costs in excess of $25,000, Contractor shall submit and Owner (or a registered civil or structural engineer employed by Owner) must accept, in advance of excavation, a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches, pursuant to Labor Code Section 6705. If such plan varies from the shoring system standards, the plan shall be prepared by a registered civil or structural engineer. Consistent with Government Code Section 4215, as between Owner and Contractor, Owner will be responsible for the timely removal, relocation, or protection of existing main or trunk line utility facilities located on the Site only if such utilities are not identified in the Contract Documents or information made available for bidding.

2.13 Protection Of Work, Persons, And Property
A. Contractor shall be responsible for initiating, maintaining and supervising all safety and site security precautions and programs in connection with Work, and shall develop and implement a site security and safety plan throughout construction. Contractor shall comply with all safety requirements specified in any safety program established by Owner, or required by state, federal or local laws and ordinances. Contractor shall be responsible for all theft or damage to Work, property or structures, and all injuries to persons, either on the Site or constituting the Work (e.g., materials in transit), arising from the performance of Work of the Contract Documents from a cause.

B. Contractor shall comply with all applicable laws and regulations of any public body having jurisdiction for safety of persons or property or to protect them from damage, injury or loss; and shall erect and maintain all necessary safeguards for such safety and protection. Contractor shall notify Owners of adjacent property and of Underground Facilities and utility Owners when prosecution of the Work may affect them, and shall cooperate with them in the protection, removal, relocation and replacement of their property.

C. Contractor shall remedy all damage, injury or loss to any property referred to above in this Article, caused, directly or indirectly, in whole or in part, by Contractor, any Subcontractor, supplier, or any other person or organization directly or indirectly employed by any of them to perform or furnish any Work or anyone for whose acts any of them may be liable. Contractor’s duties and responsibility for safety and for protection of Work shall continue until such time as all the Work is completed and Final Acceptance of the Work. Owner and its agents do not assume any responsibility for collecting any indemnity from any person or persons causing damage to Contractor’s Work.

D. Contractor shall designate a qualified and experienced safety representative at the Site whose duties and responsibilities shall be the prevention of accidents and the maintaining and supervising of safety precautions and programs.
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E. Owner may, at its option, retain such moneys due under the Contract Documents as Owner deems necessary until any and all suits or claims against Contractor for injury to persons or property shall be settled and Owner receives satisfactory evidence to that effect.

F. Work within the right-of-way lines of the city and/or Owner and/or State shall be done in accordance with the standards and specifications of the controlling agency. Permit for such work shall be obtained and paid for by the Contractor before executing the work within such right-of-ways.

2.14 Public Records Act. Contractor is aware that this Agreement and any documents provided to the Owner may be subject to the California Public Records Act and may be disclosed to members of the public upon request. It is the responsibility of the Contractor to clearly identify information in those documents it considers to be confidential under the California Public Records Act. To the extent that Owner agrees with that designation, such information will be held in confidence whenever possible. All other information will be considered public.

2.15 Claims.

A. Should any clarification, determination, action or inaction by Owner, Work, or any other event, in the opinion of Contractor, exceed the requirements of or not comply with Contract Documents, or otherwise result in Contractor seeking additional compensation in time or money or damages for any reason (collectively "Disputed Work"), then Contractor and Owner will make good faith attempts to resolve informally any and all such issues, claims and/or disputes. Before commencing the Disputed Work, or within seven Days after Contractor's first knowledge of the Disputed Work, whichever is earlier, Contractor shall file a written notice and cost proposal for the Disputed Work with City stating clearly and in detail its objection and reasons for contending the Work or interpretation is outside the requirements of Project Documents. If a written notice and cost proposal for Disputed Work is not issued within this time period, or if Contractor proceeds with the Disputed Work without first having given the notice required by this paragraph, Contractor shall waive its rights to further claim on the specific issue.

B. Owner will review Contractor's timely notice and cost proposal for Disputed Work and provide a decision. If, after receiving the decision, Contractor disagrees with it or still considers the Work required of it to be outside of the requirements of Project Documents, it shall so notify Owner, in writing, within seven Days after receiving the decision, by submitting a notice of potential claim, stating that a formal claim will be issued. Within 30 Days of receiving the decision, Contractor shall submit its claim in the form specified herein and all arguments, justification, cost or estimates, schedule analysis, and detailed documentation supporting its position. Contractor's failure to furnish notification within seven Days and all justifying documentation within 30 Days will result in Contractor waiving its right to the subject claim.

C. Claim Format

1.A. Contractor shall submit the claim justification in the following format:
(a) Cover letter and certification;
(b) Summary of claim, including underlying facts, entitlement, schedule analysis, quantum calculations, Project provisions supporting relief; (c) List of documents relating to claim including Specifications, Drawings/Plans clarifications/requests for information, schedules, notices of delay, cost calculations and any others;
(d) Chronology of events and correspondence:
(e) Analysis of claim merit;
(f) Analysis of claim cost; and
(g) Attach supporting documents referenced in paragraph 2.16,C.1(c), above.

D. Required Provisions on Contract Claim Resolution

1.Public Contract Code Section 9204 specifies provisions on resolving contract claims of any size, and Public Contract Code Section 201014, et seq., specifies required provisions on resolving contract claims less than $375,000. Those statutes constitute a part of this 99 Appendix B to Construction Services Agreement 05205 - 5 Street Rehabiliation FY 20/21Updated 1/18/2022
Contract. In the event any other Contract provision violates such statutes, the applicable statute controls.

2.16 Force Majeure. Except for defaults of subconsultants at any tier, Contractor shall not be liable for any excess costs if the failure to perform the Contract Documents arises from causes beyond the control and without the fault or negligence of Contractor, including without limitation failure to reasonably mitigate any adverse impacts (Force Majeure). Force Majeure events include the following:

Acts of God, fires, floods, earthquake, other natural disasters, epidemics and pandemics (other than COVID-19 or variants), abnormal weather conditions beyond the parameters otherwise set forth in this Article, nuclear accidents, strikes, lockouts, freight embargos, interruptions in service by a regulated utility, or governmental statutes or regulations enacted or imposed after the fact (together, “force majeure events”), provided damages or delays resulting therefrom are not the result of Contractor’s fault or negligence, including without limitation failure to protect the Work or mitigate any adverse impacts as required by Contract Documents (Force Majeure).

END OF APPENDIX B
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Appendix C to Construction Services Agreement 05205 - 0 Street Rehabiliation FY 20/21Updated 1/18/2022
Appendix C to Construction Services Agreement

INSURANCE

1.Commercial General Liability Insurance, written on an “occurrence” basis, which shall provide coverage for bodily injury, death and property damage resulting from operations, liability for slander, false arrest and invasion of privacy, blanket contractual liability, broad form endorsement, and completed operations, personal and advertising liability, with limits of not less than [$4,000,000] general aggregate and [$2,000,000] each occurrence, subject to a deductible of not more than [$1,000] payable by Contractor.

2.Business Automobile Liability Insurance with limits not less than [$2,000,000] each occurrence including coverage for owned, non-owned and hired vehicles, subject to a deductible of not more than [$1,000] payable by Contractor.

3.Workers’ Compensation Employers’ Liability limits not less than [$1,000,000] each accident, [$1,000,000] per disease and [$1,000,000] aggregate. Contractor’s Workers’ Compensation Insurance policy shall contain a Waiver of Subrogation in favor of the City of Foster City, its officers, directors, officials, agents, employees and volunteers. In the event Contractor is self-insured, it shall furnish Certificate of Permission to Self-Insure signed by Department of Industrial Relations Administration of Self-Insurance, State of California.

4.Builder’s Risk Insurance including, without limitation, coverage against loss or damage to the Work by fire, lightening, wind, hail, aircraft, riot, vehicle damage, explosion, smoke, falling objects, vandalism, malicious mischief, collapse, and other such hazards as are normally covered by such coverage. Such insurance shall be in amount equal to the replacement cost (without deduction for depreciation and subject to stipulated value in lieu of average clause) of all construction constituting any part of the Work, excluding the cost of excavations, of grading and filling of the land, and except that such insurance may be subject to deductible clauses not to exceed [$10,000] for any one loss. Such insurance will not cover loss or damage to Contractor’s equipment, scaffolding or other materials not to be consumed in the construction of the Work. The insurer shall waive all rights of subrogation against Owner.

5.Any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to the Owner Indemnities as Additional Insureds.

The requirements for coverage and limits shall be the greater of either the minimum coverage and limits specified in this Agreement or the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured.

6.Insurance policies in Appendix C shall contain an endorsement containing the following terms (excluding Workers Compensation insurance with respect to paragraph 6.01 below):

6.01Owner Indemnities shall be named as Additional Insureds, but only with respect to liability arising out of the activities of the named insured, and there shall be a waiver of subrogation as to each named and Additional Insured. Contractor 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 Owner has received a waiver of subrogation endorsement from the insurer.

6.02The policies shall apply separately to each insured against whom claim is made or suit is brought except with respect to the limits of the company’s liability.

6.03Written notice of cancellation, non-renewal or of any material change in the policies shall be mailed to Owner thirty (30) days in advance of the effective date thereof.

6.04Contractor insurance shall be primary insurance and no other insurance or self-insured retention carried or held by any named or additional insureds other than Contractor shall be called upon to contribute to a loss covered by insurance for the named Additional Insureds.

7.Certificates of Insurance and Endorsements shall have clearly typed thereon the Project Name, shall clearly describe the coverage and shall contain a provision requiring the mailing of written notices of cancellation described in clause 6.03 above. Contractor shall furnish the Owner with original certificates 101
Appendix C to Construction Services Agreement 05205 - 1 Street Rehabiliation FY 20/21Updated 1/18/2022
and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the Owner before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The Owner reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

8.All policies of insurance shall be placed with insurers acceptable to Owner. The insurance underwriter(s) must be duly licensed to do business in the State of California and (other than for workers’ compensation) must have an A. M. Best Company rating of [A-, VII] or better. Required minimum amounts of insurance may be increased should conditions of Work, in the opinion of Owner, warrant such increase. Contractor shall increase required insurance amounts upon direction by Owner.

9.The insurance coverage limits may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of Owner and Additional Insureds, to the extent required by this Agreement, before the Owner’s insurance or self- insurance may be called upon to protect Owner as a named insured.

10.All self-insured retentions (SIR) must be disclosed to Owner for approval and shall not reduce the limits of liability coverage. Policies containing and SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named Contractor/named insured or Owner.

11.Contractor agrees to include with all subcontractors in their subcontracts the same requirements and provisions of this Agreement that is required of Contractor including, without limitation, the indemnity and insurance requirements to the extent they apply to the scope of the subcontractor’s work.

Subcontractors hired by Contractor shall agree to be bound to Contractor and Owner in the same manner and to the same extent as Contractor is bound to Owner under this Contract and its accompanying documents. Subcontractors shall further agree to include these same provisions with any lower tier subcontractors. A copy of the indemnity and insurance provisions of this Agreement will be furnished to the Subcontractor upon request. Contractor shall require all subcontractors to provide a valid Certificate of Insurance and the required endorsements included in the subcontract agreement, and will provide proof of compliance to the Owner prior to commencement of any work by the subcontractor.

12.Contractor shall maintain insurance as required by this Agreement to the fullest amount allowed by law and shall maintain insurance for a minimum of five (5) years following completion of this project or service. In the event Contractor fails to obtain or maintain completed operations coverage as required by this Agreement, Owner at its sole discretion may purchase the coverage required and the cost will be paid by Contractor.

13.Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

END OF APPENDIX C
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Appendix D to Construction Services Agreement 05205 - 0 Street Rehabiliation FY 20/21Updated 1/18/2022
Appendix D to Construction Services Agreement

CONSTRUCTION PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS:

1.THAT WHEREAS, City of Foster City, a general law City and municipal corporation of the State of California (Owner) has awarded to Radius Earthwork, Inc. as Principal a Construction Services Agreement dated the 6th day of June , 2022 (Agreement), titled THE STREET REHABILITATION PROJECT in the amount of $1,337,000, which Agreement is by this reference made a part hereof, for the work described as follows:

The scope of work in general, includes all work associate with the improvements shown on the contract documents. This work includes, but is not limited to street rehabilitation, striping, signage and concrete civil work.

2.AND WHEREAS, Principal is required to furnish a bond in connection with the Agreement, guaranteeing the faithful performance thereof;

3.NOW, THEREFORE, we, the undersigned Principal and _________________________ as Surety are held and firmly bound unto Owner in the sum of 100% OF THE CONTRACT SUM to be paid to Owner or its successors and assigns; for which payment, well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents.

4.THE CONDITION OF THIS OBLIGATION IS SUCH, that if Principal, or its heirs, executors, administrators, successors, or assigns approved by Owner, shall promptly and faithfully perform the covenants, conditions, and agreements of the Agreement during the original term and any extensions thereof as may be granted by Owner, with or without notice to Surety, and during the period of any guarantees or warranties required under the Agreement, and shall also promptly and faithfully perform all the covenants, conditions, and agreements of any alteration of the Agreement made as therein provided, notice of which alterations to Surety being hereby waived, on Principal’s part to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify, defend, protect, and hold harmless Owner as stipulated in the Agreement, then this obligation shall become and be null and void; otherwise it shall be and remain in full force and effect.

5.No extension of time, change, alteration, modification, or addition to the Agreement, or of the work required thereunder, shall release or exonerate Surety on this bond or in any way affect the obligation of this bond; and Surety does hereby waive notice of any such extension of time, change, alteration, modification, or addition.

6.Whenever Principal shall be and declared by Owner in default under the Agreement, Surety shall promptly remedy the default, or shall promptly:

6.01Undertake through its agents or independent contractors, reasonably acceptable to Owner, to complete the Agreement in accordance with its terms and conditions and to pay and perform all obligations of Principal under the Agreement including, without limitation, all obligations with respect to warranties, guarantees, indemnities, and the payment of liquidated damages; or

6.02Obtain a bid or bids for completing the Agreement in accordance with its terms and conditions, and, upon determination by Owner of the lowest responsible bidder, reasonably acceptable to Owner, arrange for a contract between such bidder and Owner and make available as work progresses (even though there should be a default or a succession of defaults under the contract or contracts of completion arranged under this paragraph) sufficient funds to pay the cost of completion less the balance of the Contract Sum, and to pay and perform all obligations of Principal under the Agreement including, without limitation, all obligations with respect to warranties, guarantees, and the payment of liquidated damages; but, in any event, Surety’s total obligations hereunder shall not exceed the amount set forth in the third paragraph hereof.

The term “balance of the Contract Sum,” as used in this paragraph, shall mean the total amount 103
Appendix D to Construction Services Agreement 05205 - 1 Street Rehabiliation FY 20/21Updated 1/18/2022
payable by Owner to the Principal under the Agreement and any amendments thereto, less the amount Owner paid to Principal.

7.Surety’s obligations hereunder are independent of the obligations of any other surety for the performance of the Agreement, and suit may be brought against Surety and such other sureties, jointly and severally, or against any one or more of them, or against less than all of them without impairing Owner’s rights against the others. Surety may not use Contractor to complete the Agreement absent Owner’s written consent.

8.No right of action shall accrue on this bond to or for the use of any person or corporation other than Owner or its successors or assigns.

9.Surety may join in any proceedings brought under the Agreement and shall be bound by any judgment.

10.Correspondence or claims relating to this bond shall be sent to Surety at the address set forth below.

IN WITNESS WHEREOF, we have hereunto set our hands this _________ day of ________________, 20___.

CONTRACTOR AS PRINCIPAL SURETY
Company: (Corp. Seal) Company: (Corp. Seal)
Signature Signature
Name Name
Title Title
Email Address Email Address
Street Address Street Address
City, State, Zip Code City, State, Zip Code

END OF APPENDIX D
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Appendix E to Construction Services Agreement 05205 - 0 Street Rehabiliation FY 20/21Updated 1/18/2022
Appendix E to Construction Services Agreement

CONSTRUCTION LABOR AND MATERIAL PAYMENT BOND
KNOW ALL PERSONS BY THESE PRESENTS:

1.THAT WHEREAS, the City of Foster City, a general law City and municipal corporation of the State of California (Owner) has awarded to Radius Earthwork, Inc. as Principal a Construction Services Agreement, dated the 6 th day of June, 2022 (Agreement), titled THE STREET REHABILITATION PROJECT located at VARIOUS STREETS IN FOSTER CITY in the amount of $1,337,000, which Agreement is by this reference made a part hereof, for the work described as follows:

2.AND WHEREAS, Principal is required to furnish a bond in connection with the Agreement to secure the payment of claims of laborers, mechanics, material suppliers, and other persons as provided by law;

3.NOW, THEREFORE, we, the undersigned Principal and ______________________________ as Surety, are held and firmly bound unto Owner in the sum of 100% OF THE CONTRACT SUM ($1,337,000), for which payment well and truly to be made we bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents.

4.THE CONDITION OF THIS OBLIGATION IS SUCH, that if Principal, or its heirs, executors, administrators, successors, or assigns approved by Owner, or its subcontractors shall fail to pay any of the persons named in California Civil Code Section 9100, or amounts due under the State of California Unemployment Insurance Code with respect to work or labor performed under the Agreement, or for any amounts required to be deducted, withheld, and paid over to the State of California Employment Development Department from the wages of employees of Principal and subcontractors pursuant to California Unemployment Insurance Code Section 13020 with respect to such work and labor, that Surety will pay for the same in an amount not exceeding the sum specified in this bond, plus reasonable attorneys’ fees, otherwise the above obligation shall become and be null and void.

5.This bond shall inure to the benefit of any of the persons named in California Civil Code Section 9100, as to give a right of action to such persons or their assigns in any suit brought upon this bond. The intent of this bond is to comply with the California Mechanic’s Lien Law.

6.Surety, for value received, hereby expressly agrees that no extension of time, change, modification, alteration, or addition to the undertakings, covenants, terms, conditions, and agreements of the Agreement, or to the work to be performed thereunder, shall in any way affect the obligation of this bond; and it does hereby waive notice of any such extension of time, change, modification, alteration, or addition to the undertakings, covenants, terms, conditions, and agreements of the Agreement, or to the work to be performed thereunder.

7.Surety’s obligations hereunder are independent of the obligations of any other surety for the payment of claims of laborers, mechanics, material suppliers, and other persons in connection with the Agreement; and suit may be brought against Surety and such other sureties, jointly and severally, or against any one or more of them, or against less than all of them without impairing Owner’s rights against the other.

8.Correspondence or claims relating to this bond shall be sent to Surety at the address set forth below. 105
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IN WITNESS WHEREOF, we have hereunto set our hands this __________ day of ____________________, 20___.

END OF DOCUMENT
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Appendix F to Construction Services Agreement

SUPPLEMENTAL CONDITIONS
PART 1 - GENERAL

1.1 DEFINITIONS
Wherever in the specifications and other contract documents the following terms or pronouns in place of them are used, the intent and meaning shall be interpreted as follows:

A. City/District: The City of Foster City/Estero Municipal Improvement District.

B. Council: The City Council of the City of Foster City.

C. Board of Directors: The Board of Directors of the Estero Municipal Improvement District.

D. Proposer: Any individual, partnership, joint venture, or corporation submitting a proposal for the work contemplated, acting directly or through a duly authorized representative.

E. Contractor: The individual, partnership, joint venture, or corporation with whom the contract is made by the City/District.

F. Engineer: The City/District Engineer acting directly or through properly authorized agents, such agents acting within the scope of the particular duties entrusted to them. See Paragraph 1.08 regarding the authority of the Engineer.

G. Manager: The City Manager or District Manager of the City of Foster City/Estero Municipal Improvement District.

H. Days: Unless otherwise designated, days as used in the specifications will be understood to mean calendar days.

1.2 TRANSFER OF INTEREST
No interest in the contract shall be transferred to any other party without permission of the City.

1.3 WORKING HOURS
A. Work or activity of any kind shall be limited to the hours from 8:00AM to 4:00PM, Monday through Friday, except as otherwise stipulated in the contract documents. Work hours shall be limited to 9:00AM to 3:00PM on all Boulevards.

B. Work in excess of eight hours per day, on Saturdays, on Sundays, or on City holidays requires prior consent of the Engineer and is subject to Cost of Overtime Construction Inspection.

C. City holidays are:

New Year’s Day
Martin Luther King's Birthday
Presidents’ Day (3rd Monday in February)
Memorial Day (last Monday in May)
Independence Day
Labor Day
Veteran's Day
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Thanksgiving Day and following Friday
Christmas Eve
Christmas Day
New Year's Eve

1.4 SUBCONTRACTORS
A. When requested, the Contractor shall furnish the name and address of each subcontractor contracting directly with the Contractor, together with a statement showing the character and location of the work, time limit, if any, and if requested, the amount of money involved in each subcontract. Each subcontract shall contain a reference to the contract between the City and the principal Contractor, and the terms of the contract and all parts thereof shall be made part of each subcontract insofar as applicable to the work covered thereby.

Each subcontract shall provide for its annulment at the order of the Engineer, if, in the Engineer's opinion, the subcontractor fails to comply with the requirements of the principal contractor insofar as the same may be applicable to the Contractor's work.

B. Nothing contained in this Specification shall be construed as creating any contractual relationship between any subcontractor and the City. The sections of this Specification are not intended to control the Contractor in dividing the work among subcontractors or to limit the work performed by any trade.

C. The Contractor shall be considered the employer of and as fully responsible to the City for the acts and omissions of subcontractors and of persons employed by them as the Contractor is for the acts and omissions of persons directly employed by the Contractor.

D. The Contractor shall be responsible for the coordination of the trades, subcontractors, and material personnel engaged upon the Contractor's work. It shall be the Contractor's duty to see that all of the subcontractors commence their work at the proper time and carry it on with due diligence so that they do not delay or injure either the work or materials; and that all damage caused by them or their workers is made good by them or by the Contractor at the Contractor's expense.

E. The City will not undertake to settle differences between the Contractor and their subcontractors or between subcontractors.

F. The Contractor shall utilize the services of specialty subcontractors, without additional expense to the City, on those parts of the work which are specified to be performed by specialty contractors.

1.5 CHANGES
A. General:

The City reserves the right to make such alterations, deviations, additions to or deletions from the drawings and specifications, including the right to increase or decrease the quantity of any item or portion of work or to omit any item or portion of the work, and to require such changes in the work as are determined by the Engineer to be necessary or advisable for proper completion or construction of the whole work contemplated.

Work will be issued to the Contractor as a Work Order on an as-needed basis during the two year contract period. Each Work Order will identify the location and type of work to be performed, the effective date for commencement of work, specific work item quantities and the Work Order amount based on the unit prices listed in the Contractor’s Proposal Schedule. The Contractor shall complete any given work order within thirty (30) calendar days of commencement of work.
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B. Increases or Decreases in Unit Price Quantities:

1. Increased or Decreased Quantities:

Increases or decreases in the quantity of a contract item of work will be determined by comparing the quantity of work as listed in the proposal schedule with the actual quantity of work performed by the Contractor, as measured by the Engineer. The City shall have the right to make changes in the plans and/or specifications and the Contractor shall perform the work as changed.

No adjustment to the unit price for any item in the Proposal Schedule shall be made in the event the number of repair locations are increased or decreased from the scheduled maintenance program. All work performed shall be measured and paid based on the contract unit price included in the proposal schedule.

2. Eliminated Items:
a. The City of Foster City reserves the right to eliminate any of the scheduled work. The unit price shall not be subject to change based on the deletion of work.

Should any contract item of the work be eliminated in its entirety, unless otherwise provided for in the contract, payment will be made to the Contractor for actual costs incurred in connection with such eliminated contract item if incurred prior to the date of notification in writing by the Engineer of such elimination.
a. If acceptable material is ordered by the Contractor for the eliminated item prior to the date of notification of such elimination by the Engineer, and if orders for such material cannot be canceled, it will be paid for at the actual cost to the Contractor. In such case, the material paid for shall become the property of the City and the actual cost of any further handling will be paid for. If the material is returnable to the vendor and if the Engineer so directs, the material shall be returned and the Contractor will be paid for the actual cost of charges made by the vendor for returning the material.

The actual cost of handling returned material will be paid for. Written documentation of costs of cancellation or return must be submitted. b. The actual costs or charges to be paid by the City to the Contractor as provided in this section will be computed based on the unit prices listed in the Proposal Schedule.

C. Protest Procedure (Change Orders):

1. Should the Contractor disagree with any terms or conditions set forth in an approved change order which the Contractor has not executed, the Contractor shall submit a written protest to the Engineer within 15 calendar days after the receipt of such approved contract change order. The protest shall state the points of disagreement, contract references, quantities, and costs involved. The Engineer shall consider and investigate such protest within a reasonable time. If a written protest is not submitted, adjustment of the contract time and payment will be made as set forth in the approved contract change order and shall constitute full compensation for all work included therein or required thereby. An unprotested change order will be considered as an executed contract change order. 109
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2. When the protest concerning an approved change order relates to compensation, the Contractor shall keep full and complete records of the costs of such work and shall permit the Engineer to have such access thereto as may be necessary to assist in the determination of the compensation payable for such work.

3. When the protest concerning an approved work order relates to the adjustment of contract time for the completion of the work, the time to be allowed will be determined as provided in Paragraph 1.15 of this section.

D. Extra Work:

Extra work will not be paid for unless ordered in writing by the Engineer. When authorized, extra work will be paid for in accordance with the Proposal Schedule or by a negotiated adjustment.

E. REPORTING, INVOICING, AND PAYMENT

1. All work shall be reported monthly upon Total Work Order Sheets furnished by the Engineer to the Contractor and signed by both parties, which monthly reports shall thereafter be considered the true record of work done.

2. Contractor shall submit a record of work completed with each payment request.

Record of work shall include detailed invoices. Those not so detailed will not be processed for payment until details are furnished.

3. Completed work shall be paid for on a monthly basis by Contract Change Order.

1.6 COST OF OVERTIME CONSTRUCTION INSPECTION
Overtime construction work performed at the option of, or for the convenience of, the Contractor will be inspected by the City at the expense of the Contractor. For any such overtime beyond the regular 8-hour day and for any time worked on Saturday, Sunday, or holidays, the charges for City personnel will be as shown in the currently adopted rate schedule, available at the Public Works office. There will be no charges for the inspection of overtime work ordered by the Engineer.

1.7 CHANGES AT THE CONTRACTOR'S REQUEST
If the Contractor, on account of conditions developing during the progress of the work, finds it impracticable to comply strictly with this Specification and applies in writing for a modification of the requirements or of methods of work, such change may be authorized by the Engineer, if not detrimental to the work and if without additional cost to the City. The Contractor's written request for deviation shall be submitted prior to the start of affected work with enough time allowed to give the Engineer a reasonable review period. Only written authorization from the Engineer will permit deviations from the specifications.

1.8 AUTHORITY OF THE ENGINEER
A. On all questions concerning the acceptability of material or machinery, the classification of material, the execution of the work, and conflicting interests of contractors performing related work, the decision of the Engineer shall be final and binding upon both parties, except in the case of gross error.

B. The Engineer will make periodic observations of materials and completed work to observe their compliance with plans, specifications, and design and planning concepts, but the Contractor shall be responsible for the superintendence of construction processes, coordination of subcontractors or materials, site conditions, operations, equipment, 110
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personnel, or the maintenance of a safe place to work or any safety in, on, or about the site of the work.

C. Authority and Duties of Engineer's Field Representatives:

1. Field representatives of the Engineer may be stationed on the project site to report to the Engineer as to the progress of the work, the manner in which it is being performed, and to report whenever it appears that material furnished and work performed by the Contractor fail to fulfill the requirements of the contract documents. The representative may direct the attention of the Contractor to such failure or infringement but such construction review shall not relieve the Contractor from any obligation to furnish acceptable materials or to provide completed construction in a safe and satisfactory manner in every particular.

2. In case any dispute arises between the Engineer's field representative and the Contractor as to materials furnished or the satisfactory performance of the work, the representative shall have the authority to reject materials or recommend suspension of the work by the Engineer until the question and issue can be referred to and decided by the Engineer. Such authority, however, shall not give rise to any duty on the part of Engineer's field representative to exercise this right for the benefit of Contractor or any other party. Field representatives are not authorized to revoke, alter, enlarge, relax or release any requirements of the contract documents nor to issue instructions contrary to the contract documents.

Field representatives shall in no case act as foremen, superintendents, or perform other duties for the Contractor or interfere with the management of the work by the Contractor.

1.9 INSPECTION BY CITY, QUALITY ASSURANCE BY CONTRACTOR, TESTING A. All materials furnished and work done under this contract will be subject to inspection. The Contractor shall furnish, without extra charge, the necessary test pieces and samples, including facilities and labor for obtaining them, as requested by the Engineer. Work or material that does not conform to the specifications may be rejected at any stage of the work notwithstanding previous inspections by the Engineer.

B. Quality control of the work to ensure compliance with the contract documents is the responsibility of the Contractor. Testing and inspection of the work, or the lack thereof, by the City does not relieve the Contractor of the responsibility to provide a quality assurance program to ensure compliance with the contract documents.

C. The Engineer may perform or have the Contractor perform tests of material and equipment to demonstrate compliance with the contract documents. If such tests were not required to be performed by the Contractor by the contract documents, the cost of testing will be paid for by the City when tests show that materials or equipment comply with the contract documents, and shall be paid for by the Contractor when tests show that materials or equipment fail to comply with the contract documents.

1.10 DATA TO BE FURNISHED BY THE CONTRACTOR
The Contractor shall furnish the Engineer reasonable facilities for obtaining such information as the Engineer may desire respecting the character of the materials and the progress and manner of work, including information necessary to determine its costs, such as the number of personnel employed, their pay, the time during which they worked on the various classes of construction, and other pertinent data.
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1.11 SUPERINTENDENCE
A. The Contractor shall designate in writing before starting work one authorized representative who shall have the authority to represent and act for the Contractor.

B. Said authorized representative shall be present at the site of the work at all times while work is actually in progress on the contract. When work is not in progress and during periods when work is suspended, arrangements acceptable to the Engineer shall be made for any emergency work which may be required. The superintendent or foreman in charge shall be deemed to be the authorized representative of the Contractor and accepts such orders on behalf of the Contractor.

1.12 SPECIFICATIONS AND DRAWINGS
The Contractor shall keep on the work a copy of all specifications, drawings, and change orders pertaining to the work and shall at all times give the Engineer access thereto. Anything mentioned in the specifications and not shown on the drawings or shown on the drawings and not mentioned in the specifications shall be of like effect as though shown or mentioned in both.

1.13 LINES, GRADES, AND MEASUREMENTS
All lines and grades shall be established by the Contractor. The cost of surveying to establish lines and grades shall be included in the various items of work and no separate payments will be made.

1.14 RIGHT OF WAY
A. The site for the installation of equipment or the right of way for the works to be constructed under this contract will be provided by the City.

B. The City will provide the appropriate rights of way and property for pipelines and structures.

The Contractor will be held responsible for any damage to structures, streets, and roads, and for any damage that may result from the Contractor's use of City property.

C. In case areas in addition to those available on the City’s right of way or property are required by the Contractor for the Contractor's operations, the Contractor shall make arrangements with the property owners for the use of such additional areas at the Contractor's own expense.

1.15 DELAYS AND EXTENSION OF TIME
A. If any delay having a direct effect on the work is caused by factors within the Contractor's control, it is non-excusable and the Contractor will not be entitled to compensation for damages resulting directly or indirectly therefrom, or for any extension of time.

B. If any delay having a direct effect on the work is caused by unusually severe weather conditions, including periods exceeding the "Normal Rainfall Days", or by strikes, or act of God, such delay may be excusable and may entitle the Contractor to an equivalent extension of time, provided that the Contractor has taken reasonable precautions to foresee and prevent delays due to such causes and provided that the Contractor has notified the Engineer in writing of the causes of the delay within 7 calendar days from the beginning of any such delay. In such event the Contractor shall be entitled to time only.

Additional costs incurred because of the delay will be paid for by the Contractor at no additional cost to the City.

1. No extension of time will be granted for normal rainfall. However, during the specified contract time, a day-for-day extension of time will be given for each day 112
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the rainfall is in excess of 0.1 inch of rain when the total number of rainy days (0.1 inch or greater) exceed the normal based on monthly precipitation records for the previous 10-year period from the weather recording station at the San Francisco International Airport.

Normal number of rain days for which rainfall has exceeded 0.1 inches for the 10-year period from 2006 to 2015 is as follows:

Jan Feb Mar Apr May Jun July Aug Sept. Oct. Nov. Dec.
5 7 6 4 1 1 0 0 0 2 4 8
C. If any delay having a direct effect on the work is caused by the specific orders of the Engineer to stop work, or by the performance of extra work ordered by the Engineer, or by failure of the City to provide material, or necessary instructions for carrying on the work, or to provide the necessary right of way or site for installation, or failure of a utility to remove or relocate an existing facility, such delay may be compensable and may entitle the Contractor to an equivalent extension of time, and may entitle the Contractor to damages resulting directly from any of the causes of delay hereinabove specified or from delays or hindrances to the work, provided that the Contractor has taken reasonable precautions to prevent delays due to such causes and provided that the Contractor has notified the Engineer in writing of the causes of the delay within 10 calendar days from the beginning of any such delay.

D. When a Contractor experiences two concurrent delays, one compensable and the other non-compensable, no compensation other than time extensions will be allowed.

E. An extension of time must be approved by the Engineer to be effective, but an extension of time whether with or without consent of the sureties, shall not release the sureties from their obligations, which shall remain in full force until the discharge of the contract.

1.16 CLIMATIC CONDITIONS
The Engineer may order the Contractor to suspend any work that may be subject to damage by climatic conditions. In such event the Contractor shall be entitled to time only. Additional costs incurred because of the delay will be paid for by the Contractor at no additional cost to the City.

When delay is caused by an order to suspend work given on account of climatic conditions that could have been reasonably foreseen, the Contractor will not be entitled to any extension of time on account of such order.

1.17 ROADS AND FENCES
Roads subject to interference from the work covered by this contract shall be kept open, and the fences subject to interference shall be kept up by the Contractor until the work is finished.

1.18 INFRINGEMENT OF PATENTS
The Contractor shall hold and save the City, its officers, agents, servants, and employees harmless from and against all and every demand or demands, of any nature or kind, for or on account of the use of any patented invention, process, equipment, article, or appliance employed in the execution of the work or included in the material or supplies agreed to be furnished under the contract, and should the Contractor, the Contractor's agents, servants, or employees, or any of them, be enjoined from furnishing or using any inventions, processes, equipment, articles, materials, supplies, or appliances supplied or required to be supplied or used under this contract, the Contractor shall promptly substitute other inventions, processes, equipment, articles, materials, supplies, or appliances in lieu thereof, of equal efficiency, quality, finish, suitability, and market value, and satisfactory in all respects to the Engineer. Or in the event that the Engineer elects, in lieu of such substitution, to have supplied, and to retain and use, any such inventions, processes, 113
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equipment, articles, materials, supplies, or appliances, as may by this contract be required to be supplied and used, the Contractor shall at the Contractor's expense pay such royalties and secure such valid licenses as may be requisite and necessary to enable the City, its officers, agents, servants, and employees, or any of them, to use such inventions, processes, equipment, articles, materials, supplies, or appliances without being disturbed or in any way interfered with by any proceeding in law or equity on account thereof. Should the Contractor neglect or refuse promptly to make the substitution hereinbefore required, or to pay such royalties and secure such licenses as may be necessary and requisite for the purpose aforesaid, then in that event the Engineer shall have the right to make such substitution, or the City may pay such royalties and secure such licenses and charge the cost thereof against any money due the Contractor from the City, or recover any amount thereof from the Contractor and the Contractor's surety, notwithstanding final payment under this contract may have been made.

1.19 PROTECTION OF PERSONS AND PROPERTY
A. Contractor's Responsibility:

Notwithstanding any other provision of these specifications, the Contractor shall be solely and completely responsible for conditions of the job site, including safety of all persons and property, during performance of the work. This requirement will apply continuously and will not be limited to normal working hours. Safety and sanitary provisions shall conform to applicable Federal, State, County, and local laws, regulations, ordinances, standards, and codes. Where any of these are in conflict, the more stringent requirement shall be followed.

B. Public Safety:

During the performance of the work, the Contractor shall erect and maintain all necessary temporary fences, bridges, railings, lights, signals, barriers, or other safeguards as shall be appropriate under the circumstances in his judgment for the prevention of accidents; and the Contractor shall take other precautions as necessary for public safety including, but not limited to, traffic control.

C. Engineer's Responsibility:

1. The Engineer's review of the Contractor's construction performance is not intended to include review of the adequacy of the Contractor's safety or sanitary measures in, on, or near the construction site. The City assumes no responsibility for the inspection of safety precautions or for the enforcement of safety precautions required by law.

2. The Engineer may suspend operations if the Contractor determines that an imminent safety hazard exists.

1.20 CONTRACTOR'S FINANCIAL OBLIGATION
The Contractor shall promptly make payments to all persons supplying labor and materials in the execution of the contract.

1.21 PROTESTS - CONTRACT REQUIREMENTS
A. If work demanded of the Contractor is considered by the Contractor to be outside the requirements of the contract, or if the Contractor considers any record or ruling of the Engineer or any inspector to be unfair, the Contractor shall immediately upon such work being demanded or such record or ruling being made, ask for written instructions or decision, whereupon the Contractor shall proceed without delay to perform the work or conform to the record or ruling. If the Contractor still wishes to protest, the Contractor shall, 114
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within 15 calendar days after receipt of same, file a written protest with the Engineer, stating clearly and in detail the Contractor's objections and reasons therefor. Except for such grounds or protest or objections as are made of record in the manner specified and within the time stated herein, the Contractor hereby waives all grounds for protest or objections to the records, rulings, instructions, or decisions of the Engineer, and hereby agrees that as to all matters not included in such protests, the records, instructions, and decisions of the Engineer shall be final and conclusive.

B. No later than thirty (30) calendar days following the submission of a protest in accordance with subsection A, the Contractor shall submit to the Engineer his claim concerning the matter so noticed. The claim shall set forth clearly and in detail, for each item of additional compensation or time adjustment claimed, the reasons for the claim, references to applicable provisions of the specifications, the nature and amount of cost or time involved, or both, the computations used in determining such cost or time, or both, and all other pertinent factual data. The Contractor shall furnish such clarification and further available information and data as may be requested in writing by the Engineer within the time specified in such request. In addition, the Contractor shall maintain complete and accurate daily records of the cost of any portion of the work for which additional compensation is claimed, and shall give the Engineer access thereto or certified copies thereof as requested.

C. Any decision, order, instructions, notice, or act or omission of the Engineer for which the Contractor has submitted a protest shall be final and conclusive on the Contractor if the Contractor fails to submit or document a claim with respect thereto in the manner and within the times above stated, and such failure shall constitute a waiver of all claims in connection therewith, whether direct or consequential in nature, provided that the Engineer may, if the Contractor shows good cause, and if the interests of the City will not be prejudiced, consider and decide a properly documented claim on its merits notwithstanding the Contractor's failure to submit it within the time above stated. The foregoing provision shall create no right to the Contractor, and failure or refusal of the Engineer to exercise the Engineer's authority thereunder shall not be subject to claim by the Contractor.

1.22 CONTRACTOR'S RESPONSIBILITIES FOR LOSSES OR LIABILITIES A. Risk of Loss:

Except as otherwise provided in the contract documents and except as to the cost of repair or restoration of damage to the work caused by an act of God as that term is defined in Section 7105 of the Public Contract Code of the State of California, the Contractor shall bear all losses resulting to the Contractor on account of the amount or character of the work, or from any unforeseen obstructions or difficulties which may be encountered, or from any encumbrances on the line of the work, or because the nature of the ground in or on which the work is done is different from what is assumed, or on account of the weather, or floods, or other causes.

B. Materials and Facilities:

1. The Contractor shall be responsible for materials and facilities as hereinafter provided and in the event of the Contractor's failure to carry out said responsibilities, the same may be carried out by the City at the expense of the Contractor.
a. The Contractor shall be responsible for any material furnished the Contractor and for the care of all work until its completion and final acceptance, and the Contractor shall at the Contractor's own expense replace damaged or lost material and repair damaged parts of the work. 115
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b. The Contractor shall protect the City facilities from damage resulting from the Contractor's work. City facilities damaged by or as a result of the Contractor's work under this contract shall be repaired or replaced, as directed by the Engineer, at the Contractor's expense.
c. The Contractor shall remove from the vicinity of the completed work all buildings, rubbish, unused material, concrete forms, and other materials belonging to the Contractor or used under the Contractor's direction during construction.

1.23 CONTRACTOR USE OF PREMISES
A. Confine operations at site to areas permitted by the contract documents.

B. Do not encumber site with excessive material or equipment.

C. Do not impose any load on any structure that will damage or endanger structure.

D. Take precautions necessary to prevent annoyance to occupants adjacent to or in the vicinity of the work.

1.24 COOPERATION WITH OTHER WORK FORCES
A. Other Contractors, other utilities and public agencies or their Contractors, other City Contractors, and City personnel may be working in the vicinity during the project construction period.

B. There may be some interference between these activities and the work under this Specification. The Contractor shall cooperate and coordinate their work with that of other work forces to assure timely contract completion.

C. Coordinate all activities in and around repair locations.

D. Any costs for providing cooperation with other work forces shall be considered as included in the proposal price for the various contract items of work and no separate payment will be made therefor.

1.25 PRECONSTRUCTION CONFERENCE
A. A preconstruction conference will be held at the time and place designated by the Engineer.

B. The Contractor shall be present or be represented by an agent with authority to act for the Contractor and in responsible charge of the work to be accomplished.

1.26 MATERIAL AND WORKMANSHIP
A. Omissions from the Plans and Specifications:

Where the plans or specifications describe portions of the work in general terms, but not in complete detail, it is understood that the Contractor shall provide and install such materials as necessary for a complete and functional facility at no additional cost to the City. All work shall be done and workmanship completed consistent with the quality of work standard for the industry for commercial work, notwithstanding any omission from the specifications or the drawings. It shall be the duty of the Contractor to call attention to apparent errors and omissions and request instructions before proceeding with the work. The Engineer may, by appropriate instructions, correct errors and omissions, which instructions shall be as binding upon the Contractor as though contained in the original specifications or drawings. 116
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B. Compliance with Jurisdictional Agency Requirements:

All work performed under this Specification may be inspected as provided in Paragraph

1.09. All work performed within city or county streets or State of California freeway rights of way shall meet the requirements of the agency having jurisdiction. All materials furnished and all work done must be satisfactory to the Engineer. Work, material, or equipment not in accordance with the contract documents shall be made to conform thereto. Unsatisfactory material and equipment will be rejected, and if so ordered by the Engineer, shall, at the Contractor's expense, be immediately removed from the vicinity of the work.

1.27 SATURDAY, SUNDAY, AND HOLIDAY WORK
Without the written consent of the Engineer, no installation or construction work shall be done on Saturdays, Sundays, or holidays. Holidays are defined as City holidays which are listed in Document 00800, Paragraph 1.04.

1.28 COOPERATION
The City reserves the right to perform other work at or near the site at any time by the use of its own forces or other contractors. The Contractor shall coordinate their work and cooperate with City forces and other contractors to the end that any delay or hindrance to their work will be avoided.

1.29 AGREEMENTS WITH ADJACENT PROPERTY OWNERS
Agreements with property owners for spoiling excavated material, storing materials, or other purpose related to the work shall be made in writing and a copy submitted to the Engineer for their information.

1.30 EMERGENCY WORK
A. During Working Hours:

In case of an emergency which threatens loss or injury of property, and/or safety of life during working hours, the Contractor shall act, without previous instructions from the City, as the situation may warrant. The Contractor shall notify the Engineer of the emergency and the action taken immediately thereafter. Any compensation claimed by the Contractor, together with substantial documents in regard to expense, shall be submitted to the Engineer within 15 calendar days after the emergency. Compensation, if allowed, will be paid for as extra work.

B. Outside Working Hours:

Whenever in the opinion of the City there shall arise outside of the regular working hours on the contract work, an emergency involving utility services to the public or danger to public safety, the City’s forces may choose to handle such emergency work. If such emergency arises out of or is the result of operations by the Contractor, the cost of the corrective measures will be billed to the Contractor and deducted from their payment as provided in the contract documents. The performance of emergency work by City forces will not relieve the Contractor of any of his responsibilities, obligations, or liabilities under the contract.
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1.31 CONFLICT AMONG DRAWINGS, SPECIFICATIONS, AND/OR STANDARDS In case of conflict among contract documents, the document of highest precedence shall prevail.

The descending order of precedence shall be:

1. Permits and Agreements with Other Agencies

2. City Codes

3. Technical Specifications

4. Contract Requirements

5. Project Drawings

6. City Standards
a. Specifications
b. Drawings

7. Referenced Specifications and Standards

8. Referenced Drawings

1.32 FIRE PROTECTION
A. The Contractor shall provide access to all fire hydrants located along the line of their work.

Such access shall meet the approval of the City Public Safety Department, and should it be necessary to close a portion of a street for a limited time, such street shall not be closed until the Contractor has the approval of said Department.

B. The City Public Safety Department shall be notified when a street is opened after it has been closed.

C. Approval shall be obtained from that Department for the use of any fire hydrant.

1.33 ORDER OF WORK
A. When required by specifications or plans, the Contractor shall follow the sequence of operations as set forth therein.

B. Full compensation for conforming to such requirements will be considered as included in the prices paid for the various contract items of work and no additional compensation will be allowed therefor.

1.34 DIFFERING SITE CONDITIONS
A. The Contractor shall promptly, and before the following conditions are disturbed, notify the City, in writing, of any:

1. Material that the Contractor believes may be material that is hazardous waste, as defined in Section 25117 of the Health and Safety Code that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law.

2. Subsurface or latent physical conditions at the site differing from those indicated.

3. Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the contract.

B. The City shall promptly investigate the conditions, and if it finds that the conditions do materially so differ, or do involve hazardous waste, and cause a decrease or increase in the Contractor's cost of, or the time required for, performance of any part of the work, the City shall issue a change order under the procedures described in the contract. 118
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C. In the event that a dispute arises between the City and the Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in the Contractor's cost of, or time required for, performance of any part of the work, the Contractor shall not be excused from any scheduled completion date provided for by the contract, but shall proceed with all work to be performed under the contract. The Contractor shall retain any and all rights provided either by contract or by law which pertain to the resolution of disputes and protests between the contracting parties.

1.35 PROCEDURES FOR FILING AND RESOLVING CLAIMS
Any claim arising under this contract which the Contractor wishes to assert against the City shall be governed by California Public Contract Code Section 9204. Claims which do not exceed three hundred seventy-five thousand dollars ($375,000) are also subject to the provisions of Article 1.5 of the California Public Contract Code (commencing with Section 20104).

Pursuant to California Public Contracts Code Section 9204, claims shall be resolved as follows:
(1) (a) Upon receipt of a claim pursuant to this section, the public entity to which the claim applies shall conduct a reasonable review of the claim and, within a period not to exceed 45 days, shall provide the claimant a written statement identifying what portion of the claim is disputed and what portion is undisputed. Upon receipt of a claim, a public entity and a contractor may, by mutual agreement, extend the time period provided in this subdivision.
(b) The claimant shall furnish reasonable documentation to support the claim, pursuant to Appendix B (General Conditions), Section 2.16. (c) If the public entity needs approval from its governing body to provide the claimant a written statement identifying the disputed portion and the undisputed portion of the claim, and the governing body does not meet within the 45 days or within the mutually agreed to extension of time following receipt of a claim sent by registered mail or certified mail, return receipt requested, the public entity shall have up to three days following the next duly publicly noticed meeting of the governing body after the 45-day period, or extension, expires to provide the claimant a written statement identifying the disputed portion and the undisputed portion.
(d) Any payment due on an undisputed portion of the claim shall be processed and made within 60 days after the public entity issues its written statement. If the public entity fails to issue a written statement, paragraph (3) shall apply. (2) (a) If the claimant disputes the public entity’s written response, or if the public entity fails to respond to a claim issued pursuant to this section within the time prescribed, the claimant may demand in writing an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand in writing sent by registered mail or certified mail, return receipt requested, the public entity shall schedule a meet and confer conference within 30 days for settlement of the dispute. (b) Within 10 business days following the conclusion of the meet and confer conference, if the claim or any portion of the claim remains in dispute, the public entity shall provide the claimant a written statement identifying the portion of the claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the claim shall be processed and made within 60 days after the public entity issues its written statement. Any disputed portion of the claim, as identified by the contractor in writing, shall be submitted to nonbinding mediation, with the public entity and the claimant sharing the associated costs equally. The public entity and claimant shall mutually agree 119
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to a mediator within 10 business days after the disputed portion of the claim has been identified in writing. If the parties cannot agree upon a mediator, each party shall select a mediator and those mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the claim. Each party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator. If mediation is unsuccessful, the parts of the claim remaining in dispute shall be subject to applicable procedures outside this section.
(c) For purposes of this section, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the parties in dispute resolution through negotiation or by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this section.
(d) Unless otherwise agreed to by the public entity and the contractor in writing, the mediation conducted pursuant to this section shall excuse any further obligation under Section 20104.4 to mediate after litigation has been commenced. (e) This section does not preclude a public entity from requiring arbitration of disputes under private arbitration or the Public Works Contract Arbitration Program, if mediation under this section does not resolve the parties’ dispute. (3) Failure by the public entity to respond to a claim from a contractor within the time periods described in this subdivision or to otherwise meet the time requirements of this section shall result in the claim being deemed rejected in its entirety. A claim that is denied by reason of the public entity’s failure to have responded to a claim, or its failure to otherwise meet the time requirements of this section, shall not constitute an adverse finding with regard to the merits of the claim or the responsibility or qualifications of the claimant. (4) Amounts not paid in a timely manner as required by this section shall bear interest at 7 percent per annum.
(5) If a subcontractor or a lower tier subcontractor lacks legal standing to assert a claim against a public entity because privity of contract does not exist, the contractor may present to the public entity a claim on behalf of a subcontractor or lower tier subcontractor. A subcontractor may request in writing, either on his or her own behalf or on behalf of a lower tier subcontractor, that the contractor present a claim for work which was performed by the subcontractor or by a lower tier subcontractor on behalf of the subcontractor. The subcontractor requesting that the claim be presented to the public entity shall furnish reasonable documentation to support the claim. Within 45 days of receipt of this written request, the contractor shall notify the subcontractor in writing as to whether the contractor presented the claim to the public entity and, if the original contractor did not present the claim, provide the subcontractor with a statement of the reasons for not having done so.

A waiver of the rights granted by this section is void and contrary to public policy, provided, however, that (1) upon receipt of a claim, the parties may mutually agree to waive, in writing, mediation and proceed directly to the commencement of a civil action or binding arbitration, as applicable; and (2) a public entity may prescribe reasonable change order, claim, and dispute resolution procedures and requirements in addition to the provisions of this section, so long as the contractual provisions do not conflict with or otherwise impair the timeframes and procedures set forth in this section.

Nothing in this section shall impose liability upon a public entity that makes loans or grants available through a competitive application process, for the failure of an awardee to meet its contractual obligations.
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1.36 PROCEDURES FOR CIVIL ACTIONS FILED TO RESOLVE CLAIMS A. The following procedures are established for all civil actions filed to resolve claims subject to this article in accordance with the State of California, Public Contract Code, Section 20104.4.

1. Within 60 days, but no earlier than 30 days, following the filing of responsive pleadings, the court shall submit the matter to nonbinding mediation unless waived by mutual stipulation of both parties. The mediation process shall provide for the selection within 15 days by both parties of a disinterested third person as mediator, shall be commenced within 30 days of the submittal, and shall be concluded within 15 days from the commencement of the mediation unless a time requirement is extended upon a good cause showing to the court.

2. If the matter remains in dispute, the case shall be submitted to judicial arbitration pursuant to Chapter 2.5 (commencing with Section 1142.10) of Title 3 of Part 3 of the Code of Civil Procedure, notwithstanding Section 1141.11 of that code. The Civil Discovery Act of 1986 (Article 3 (commencing with Section 2016) of Chapter 3 of Title 3 of Part 4 of the Code of Civil Procedure) shall apply to any proceeding brought under this subdivision consistent with the rules and pertaining to judicial arbitration.

3. In addition to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, (a) arbitrators shall, when possible, be experienced in construction law, and (b) any party appealing an arbitration award who does not obtain a more favorable judgment shall in addition to payment of costs and fees under that chapter, also pay the attorney's fees on appeal of the other party.

1.37 PERMITS AND LICENSES
A. The Contractor shall secure and pay for, as necessary for proper execution and completion of work:

1. All permits, including CAL/OSHA excavation permit, not specifically furnished by the City.

4. Government fees.

5. Licenses.

6. Certifications.

7. Business License from the City of Foster City.

8. Building, Plumbing, and Electrical Permits from the City of Foster City.

B. Give required notices as required by the permits prior to work.

C. Comply with codes, ordinances, rules, regulations, orders, and other legal requirements of public authorities which bear on performance of work.

E. Provide copies of all permits to the Engineer prior to work.

1.38 EQUAL EMPLOYMENT OPPORTUNITY POLICY
It is the policy of the City that all qualified persons shall be afforded equal opportunities of employment on any public works contract entered into with the City. To prohibit discrimination because of race, color, religion, sex or national origin, all proposers shall be prepared to demonstrate that they and their subcontractors have undertaken a continuing program to promote the full realization of equal employment opportunities. 122
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1.39 OWNER'S RIGHT TO CORRECT DEFICIENCIES
If the Contractor should neglect to prosecute the work properly in accordance with the contract documents, the owner, after 10 consecutive calendar days following written notice to the contractor and their surety may, without prejudice to any other remedy the owner may have, and without declaring the contract in default or terminating the contract, correct such deficiencies in work intended to become a permanent part of the project, and may deduct the cost thereof from the payment then or thereafter due the Contractor or the entire cost thereof shall be paid by the Contractor or the Contractor's surety. The owner reserves the right to take over work in the event of an emergency.

1.40 COVID-19 PROCLAMATIONS
A. Definitions.

1. The 2019 novel coronavirus and the disease it causes are collectively referred to herein as “COVID-19”.

2. A “COVID-19 Condition” is something attributable to COVID-19 not caused by the Contractor (which for purposes herein includes all subcontractors and suppliers) and beyond its reasonable control including but not limited to COVID- 19 Proclamations and supply chain disruptions due to COVID-19, and other circumstances concerning COVID-19 not caused by the Contractor and which are beyond its reasonable control.

3. A “COVID-19 Proclamation” includes but is not limited to orders, directives and guidance concerning COVID-19 that have been issued, and which may be issued from time to time, by public agencies or regulatory bodies, the CDC or OSHA or Cal/OSHA, including without limitation the Cal/OSHA COVID-19 Prevention Emergency Temporary Standards. Contractor acknowledges that those orders, directives and guidance may require the Project to shut down or otherwise increase the Contractor’s cost or time of performance by calling for things such as social distancing and the use of personal protective equipment.

In the event of conflicting COVID-19 Proclamations, the Contractor shall follow the most applicable, restrictive and newest COVID-19 Proclamations.

4. An “Unknown COVID-19 Condition” is a COVID-19 Condition the Contractor did not know about, and reasonably should not have known about, as of the date the Contractor submitted its bid. The requirements contained in COVID-19 Proclamations issued before submission of a bid are not Unknown COVID-19 Conditions, and the Contractor will be deemed to have knowledge of those requirements.

5. An “Unknown COVID-19 Cost” is a cost that: (i) is solely attributable to an Unknown COVID-19 Condition; (ii) is reasonable and unavoidable under the circumstances; (iii) is not the result of the Contractor’s failure to comply with the contract documents or a COVID-19 Proclamation; and (iv) is not the result of a subcontractors’ or suppliers’ failure to comply with a COVID-19 Proclamation while on site or in connection with the performance of the Work.

B. COVID-19 Conditions and Bid. Contractor is expected to know and is deemed to have known about COVID-19 Conditions when it submits its bid, and COVID-19 Conditions must be accounted for in the Contractor’s price and schedule. In order to be entitled to any relief from a COVID-19 Condition, the Contractor must demonstrate that the issue, cost or delay is due to an Unknown COVID-19 Condition.
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C. Compliance with COVID-19 Proclamations.

1. Contractor shall comply with COVID-19 Proclamations in the performance of the work, irrespective of when the COVID-19 Proclamations are issued, and as they pertains to performance of the Work. The cost of such compliance is non- compensable, except as otherwise expressly stated herein.

2. Contractor is responsible to ensure that its subcontractors and suppliers comply with COVID-19 Proclamations while they are on the project site and in connection with the performance of their work.

D. Delay. The Contractor is entitled to a reasonable time extension for an Unknown COVID-19 Condition. Such time extension is non-compensable.

E. Owner Directed Suspension. The Owner may suspend work at the Project site due to COVID-19 health concerns, even though the Contractor may be allowed to proceed with the work based on COVID-19 Proclamations. The Owner may suspend the work for its convenience. The Contractor is entitled to a time extension for an Owner Directed Suspension, and the contract amount will be equitably adjusted if and to the extent Contractor incurs increased costs that are Unknown COVID-19 Costs.

F. Compensation for COVID-19 Costs. Owner will reimburse the Contractor for Unknown COVID-19 Costs that are not included in the schedule of values.

G. Safe Work Practices. Contractor shall implement safe work practices recommended by CDC or OSHA or Cal/OSHA, which may include, inter alia, screening all employees, subcontractors, laborers or suppliers (“worker(s)”) on the construction site in advance of their arrival on the job site for signs and symptoms of COVID-19; adopting staggered work schedules, e.g., providing alternating workdays or extra shifts, to reduce the total number of employees on a job site at any given time and to ensure physical distancing; identifying choke points where workers are forced to stand together, such as hallways, hoists and elevators, ingress and egress points, break areas, and buses, and implement policies to maintain social distancing; coordinating site deliveries in line with the employer's minimal contact and cleaning protocols; and instituting a rigorous housekeeping program to reduce dust levels on the job site. Contractor remains fully responsible for following and complying with changes to recommended safe work practices from time to time.

H. Monitoring and Reporting. Owner may require the Contractor to actively monitor the health of its workers through temperature checks and questionnaires of major COVID-19 symptoms, including but not limited to cough, fever above 100.4 degrees Fahrenheit and shortness of breath. Contractor shall immediately report to Owner any outbreaks of COVID-19 among its workers. The Contractor shall not knowingly allow any worker who has tested positive with COVID-19 to enter an Owner County building. In the event of an outbreak or an exposure to COVID-19, the Owner may impose appropriate mitigation strategies which may be in consultation with the public health officer.

I. Conflicts. In the event of an inconsistency between this COVID-19 Amendment and the Agreement, this Addendum shall control.
* END OF DOCUMENT *
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STREET REHABILITATION PROJECT FY 20/21

PAYROLL CERTIFICATION FORM
I, ____________________, the undersigned, am ______________________________, (Name – Please Print)
with the authority to act for ________________________________________________ (Position in Business)
for and on behalf of ______________________________________________________ (Name of Business and/or Contractor)
do hereby certify under penalty of perjury that the payroll records or copies thereof hereby submitted, consisting of __________________________ (Description, # of ___________ , are the originals, or true, full, and Pages) correct copies of the originals, which correctly depict the craft or type of work performed, hours and days worked, prevailing wage rates, and disbursements, by cash, check or other form, to the individual or individuals named.

DATE: ___________________ SIGNATURE ________________________________ 125
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Appendix G to Construction Services Agreement

TECHNICAL REQUIREMENTS
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DOCUMENT 01025

MEASUREMENT AND PAYMENT
PART 1--GENERAL

1.01 DESCRIPTION
Payment will be made on a lump sum basis or unit price basis or combination thereof, as set forth in Document 00 4115, Schedule of Bid Prices.

1.02 SCHEDULE OF COSTS FOR LUMP-SUM PAYMENT
(NOT USED)

1.03 MEASUREMENT OF QUANTITIES FOR UNIT PRICE PAYMENT

1. All work to be paid for at a contract price per unit of measurement will be measured by the ENGINEER in accordance with United States Standard Measures. Material paid for by weight shall be weighed on scales furnished by and at the expense of the Contractor. All scales shall be regularly inspected and sealed by the Division of Measurement Standards or its designated representative.

B. When required by the ENGINEER, the operator of each vehicle weighed shall obtain a weight or load slip from the weigher and deliver said slip to the ENGINEER at the point of delivery of the material.

1.04 (NOT USED)

1.05 PARTIAL PAYMENT FOR STORED MATERIALS

1. The Contractor shall receive no additional compensation for materials stored on site.

1.06 MEASUREMENT AND PAYMENT OF BID ITEMS
Description of Lump Sum and Unit Price Items (listed by Bid Item Numbers). Measurement and unit for payment shall follow the bid schedule for all items.

A.Item 1 (and 42) – Mobilization - The bid item for mobilization consists of preparatory work and operations including, but not limited to: those necessary for the movement of personnel, equipment, supplies and incidentals to the project site; for the establishment of all offices, buildings, and other operations which must be performed, including all construction facilities and temporary controls described in Section 01500; costs incurred prior to beginning work on the various contract items on the project site; and removal of all such items from the project site upon completion of the work. Bid amount for mobilization shall not exceed 5 percent of the bid schedule total base bid.

B.Item 2 (and 43) – Traffic Control - The bid item for traffic control during construction includes all materials, equipment, message boards, labor, permits, and incidentals required to prepare traffic control plans and provide traffic control for worker and public safety as specified in the contract documents. Traffic control that is necessary to protect the work or the public at all sites shall be included in this bid item, and no additional compensation shall be made therefor.
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C.Item 3 – Storm Water Pollution Prevention - The contract lump sum price per for “STORM WATER POLLUTION PREVENTION” includes full compensation for furnishing all labor, materials, tools, equipment, and incidentals for doing all the work involved in developing, preparing, revising, amending, and implementing the water pollution control plan and maintaining best management practices (BMP’s), and for doing all the work involved in installing, constructing, maintaining, removing, and disposing of water pollution control practices, including temporary drainage inlet protection, non-storm water and waste management and materials pollution water pluton control practices, except those shown on the plans and for which there is a contract bid item, as specified in plans, the Standard Specifications, and the special provisions, and as directed by the Engineer.

D.Item 4 – Remove Existing Striping - The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to pavement preparation, removal, corrective work, traffic control, disposal, and clean-up all as shown on the plans, specified in these specifications and directed by the Engineer, and no additional compensation will be allowed, therefor.

E.Item 5 – Remove and Replace Concrete Curb and Gutter (including asphalt conform) – The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to mobilization, removal and disposal of existing material, site preparation and site clean-up, installation of concrete curb and gutter , excavation and grading, form work, root pruning, backfilling, compaction, addition of lamp black paint, up to two (2) foot wide asphalt concrete conform, pedestrian and traffic control, and restoration of any damages including furnishing all labor, materials, tools, equipment and incidentals necessary to do all the work involved thereof and as directed by the Engineer, complete, in place, and accepted, and no additional compensation will be allowed therefor.

F.Item 6 – Remove and Replace Concrete Curb Ramp including asphalt/concrete conform – The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to the removal of existing concrete curb ramp/sidewalk, disposal of material, subgrade preparation, aggregate base installation and compaction, proof-rolling, forms, joints, concrete placement, concrete finishing, formwork, reinforcement and dowels, concrete protection and curing, asphalt concrete placement and compaction, up to two (2) foot wide asphalt concrete or concrete conforms, and detectable warning surface shall be considered as included in the contract unit price paid for Curb Ramps at Intersections and no additional compensation will be allowed therefore. Full compensation of the relocation of any posts, signs, utility boxes and/or any item in conflict with the location of the ramp shall be considered as included in the contract unit price paid and no additional compensation will be allowed therefor.

G.Item 7 – Remove and Replace Concrete Curb Ramp including concrete apron up to nearest joint – The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to the removal of existing concrete curb ramp/sidewalk, disposal of material, subgrade preparation, aggregate base installation and compaction, proof-rolling, forms, joints, concrete placement, concrete finishing, formwork, reinforcement and dowels, concrete protection and curing, asphalt concrete placement and compaction, up to two (2) foot wide asphalt concrete or concrete conforms, and detectable warning surface shall be considered as included in the contract unit price paid for Curb Ramps at Intersections and no additional compensation will be allowed therefore. Full compensation of the relocation of any posts, signs, utility boxes and/or any item in conflict with the location of the ramp shall be considered as included in the contract unit price paid and no additional compensation will be allowed therefor.

H.Item 8 – Install New ADA compliant Concrete Case C Curb Ramp including asphalt conform – The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to the removal of existing concrete curb ramp/sidewalk, disposal of material, subgrade preparation, aggregate base installation and compaction, proof-rolling, forms, joints, concrete placement, concrete finishing, formwork, reinforcement and dowels, concrete protection and curing, 128
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asphalt concrete placement and compaction, up to two (2) foot wide asphalt concrete or concrete conforms, and detectable warning surface shall be considered as included in the contract unit price paid for Curb Ramps at Intersections and no additional compensation will be allowed therefor. Full compensation of the relocation of any posts, signs, utility boxes and/or any item in conflict with the location of the ramp shall be considered as included in the contract unit price paid and no additional compensation will be allowed therefor.

I.Item 9 – Remove and Replace Concrete Apron/Driveway - The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to the removal and replacement of existing concrete aprons/driveways, disposal of material, subgrade preparation, aggregate base installation and compaction, proof-rolling, forms, joints, concrete placement, concrete finishing, formwork, reinforcement and dowels, concrete protection and curing, asphalt concrete placement and compaction, and up to two (2) foot wide asphalt concrete or concrete conforms shall be considered as included in the contract unit price and no additional compensation will be allowed therefor. Full compensation of the relocation of any posts, signs, utility boxes and/or any item in conflict with the location shall be considered as included in the contract unit price paid and no additional compensation will be allowed therefor.

J.Item 10 – Crack Seal – ¼” cracks or larger - The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to crack cleaning, herbicide application, crack filling, traffic control and clean-up all as shown on the plans, specified in these specifications and directed by the Engineer, and no additional compensation will be allowed therefor.

K.Item 11 – Slurry Seal – Class II Black Aggregate - The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to removal of existing pavement striping, cleaning of the asphalt concrete surface, protection or replacement of fire hydrant delineators and all utility and manhole covers, placement of temporary pavement markers, placement of slurry seal, public notifications, traffic control, completion of corrective work, and clean-up all as shown on the plans, specified in these specifications and directed by the Engineer, and no additional compensation will be allowed therefor L.Item 12 (Item 44) – Grind Asphalt Concrete (2.5”) - The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to full width grinding (including dealing with existing roadway structures), key cutting, removal and disposal of materials, traffic control and clean-up by sweeping all grinding areas all as shown on the plans, specified in these specifications and directed by the Engineer, and no additional compensation will be allowed therefor.

M.Item 13 (Item 45)– Asphalt Concrete - Asphalt concrete shall be measured in tons of material placed. Contractor shall furnish weight tags to the Engineer daily and shall indicate thereon the site(s) at which the material was used. The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to cleaning the existing surface as needed, application of asphaltic prime coat and/or binder, placement and compaction of asphalt concrete; repair or poor workmanship or damage, traffic control, and clean-up all as shown on the plans, specified in these specifications and directed by the Engineer, and no additional compensation will be allowed therefor.

N.Item 14 – AC Base Repair (4”) - The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to base replacement (if needed), root removal, place of prime coat and asphalt concrete, traffic control and clean-up all as shown on the plans, specified in these 129
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specifications and directed by the Engineer, and no additional compensation will be allowed therefor.

O. Item 15 – AC Base Repair (6”) - The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to base replacement (if needed), root removal, place of prime coat and asphalt concrete, traffic control and clean-up all as shown on the plans, specified in these specifications and directed by the Engineer, and no additional compensation will be allowed therefor.

P.Item 16 (Item 48)- Replace Loop Detectors - The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to abandonment of old detectors, placement and installation of new detectors, splicing cables in pull box, traffic control, and testing all as shown on the plans, specified in these specifications and directed by the Engineer, and no additional compensation will be allowed therefor.

Q.Item 17 (Item 46) – Adjust Sewer Manhole Lid to Final Grade - The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to replacement materials (where applicable), modification by grinding (if needed), raising frames and covers, debris removal, patching after overlay, traffic control, and clean-up all as shown on the plans, specified in these specifications and directed by the Engineer, and no additional compensation will be allowed therefor.

R.Item 18 (Item 47)– Adjust Valve/Cleanout/Monument Lid to Grade - The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to replacement materials (where applicable), modification by grinding (if needed), raising frames and covers, debris removal, patching after overlay, traffic control, and clean-up all as shown on the plans, specified in these specifications and directed by the Engineer, and no additional compensation will be allowed therefor.

S.Item 19 (Item 49) – Install Blue Raised Reflectors - The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to pavement or concrete preparation, epoxy, cleanup, and installation of blue hydrant reflectors, and no additional compensation will be allowed therefor.

T.Item 20 – Install Detail 2 – Thermoplastic Yellow - The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to replacement materials (where applicable), pavement preparation, placement, corrective work, traffic control, and clean-up all as shown on the plans, specified in these specifications and directed by the Engineer, and no additional compensation will be allowed therefor.

U.Item 21 – Install Detail 9 – Thermoplastic White - The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to replacement materials (where applicable), pavement preparation, placement, corrective work, traffic control, and clean-up all as shown on the plans, specified in these specifications and directed by the Engineer, and no additional compensation will be allowed therefor.

V.Item 22 – Install Detail 22 – Thermoplastic Yellow - The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for 130
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doing all work including, but not limited to replacement materials (where applicable), pavement preparation, placement, corrective work, traffic control, and clean-up all as shown on the plans, specified in these specifications and directed by the Engineer, and no additional compensation will be allowed therefor.

W.Item 23 – Install Detail 38A – Thermoplastic White - The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to replacement materials (where applicable), pavement preparation, placement, corrective work, traffic control, and clean-up all as shown on the plans, specified in these specifications and directed by the Engineer, and no additional compensation will be allowed therefor.

X.Item 24 – Install Detail 39 – Thermoplastic White - The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to replacement materials (where applicable), pavement preparation, placement, corrective work, traffic control, and clean-up all as shown on the plans, specified in these specifications and directed by the Engineer, and no additional compensation will be allowed therefor.

Y.Item 25 – Install Detail 39A – Thermoplastic White - The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to replacement materials (where applicable), pavement preparation, placement, corrective work, traffic control, and clean-up all as shown on the plans, specified in these specifications and directed by the Engineer, and no additional compensation will be allowed therefor.

Z.Item 26 – Install 4” Wide White Thermoplastic Hatch - The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to replacement materials (where applicable), pavement preparation, placement, corrective work, traffic control, and clean-up all as shown on the plans, specified in these specifications and directed by the Engineer, and no additional compensation will be allowed therefor.

AA.Item 27 (Item 54) – Install 12” Wide White Thermoplastic Crosswalk - The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to replacement materials (where applicable), pavement preparation, placement, corrective work, traffic control, and clean-up all as shown on the plans, specified in these specifications and directed by the Engineer, and no additional compensation will be allowed therefor.

BB.Item 28 – Install 24” Wide White Thermoplastic Crosswalk - The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to replacement materials (where applicable), pavement preparation, placement, corrective work, traffic control, and clean-up all as shown on the plans, specified in these specifications and directed by the Engineer, and no additional compensation will be allowed therefor.

CC.Item 29 – Install thermoplastic Type I Arrow - The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to replacement materials (where applicable), pavement preparation, placement, corrective work, traffic control, and clean-up all as shown on the plans, specified in these specifications and directed by the Engineer, and no additional compensation will be allowed therefor.

DD.Item 30 – Install thermoplastic Type IV Arrow - The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to replacement materials (where applicable), 131
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pavement preparation, placement, corrective work, traffic control, and clean-up all as shown on the plans, specified in these specifications and directed by the Engineer, and no additional compensation will be allowed therefor.

EE.Item 31 (Item 55) – Install thermoplastic “STOP” Legend - The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to replacement materials (where applicable), pavement preparation, placement, corrective work, traffic control, and clean-up all as shown on the plans, specified in these specifications and directed by the Engineer, and no additional compensation will be allowed therefor.

FF.Item 32 – Bike lane stencil including thermoplastic green - The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to replacement materials (where applicable), pavement preparation, placement, corrective work, traffic control, and clean-up all as shown on the plans, specified in these specifications and directed by the Engineer, and no additional compensation will be allowed therefor.

GG.Item 33 – Bike route stencil including thermoplastic green - The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to replacement materials (where applicable), pavement preparation, placement, corrective work, traffic control, and clean-up all as shown on the plans, specified in these specifications and directed by the Engineer, and no additional compensation will be allowed therefor.

HH.Item 34 – Bike Lane Performed Thermoplastic – Federal Green - The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to replacement materials (where applicable), pavement preparation, placement, corrective work, traffic control, and clean-up all as shown on the plans, specified in these specifications and directed by the Engineer, and no additional compensation will be allowed therefor.

II.Item 35 – Bike Buffer - The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to replacement materials (where applicable), pavement preparation, placement, corrective work, traffic control, and clean-up all as shown on the plans, specified in these specifications and directed by the Engineer, and no additional compensation will be allowed therefor.

JJ.Item 36 – Remove and Replace Traffic Signs and Post - The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to the removal of the existing sign, the installation of a new traffic pole and foundation and the installation of the new traffic signs as shown on the plans, including furnishing all labor, materials, tools, equipment and incidentals necessary to do all the work involved thereof and as directed by the Engineer, complete, in place, and accepted, and no additional compensation will be allowed therefor.

KK.Item 37 (Item 56)– Replace Traffic Signs on New Sign Post - The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to the removal of the existing sign, the installation of a new traffic pole and foundation and the installation of the new traffic signs as shown on the plans, including furnishing all labor, materials, tools, equipment and incidentals necessary to do all the work involved thereof and as directed by the Engineer, complete, in place, and accepted, and no additional compensation will be allowed therefor.

LL.Item 38 (Item 57)– Replace Traffic Signs on Existing sign post/streetlight - The bid item shall include full compensation for providing all labor, materials, tools, equipment and 132
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incidentals, and for doing all work including, but not limited to the removal of the existing sign, and the installation of the new traffic signs as shown on the plans, including furnishing all labor, materials, tools, equipment and incidentals necessary to do all the work involved thereof and as directed by the Engineer, complete, in place, and accepted, and no additional compensation will be allowed therefor.

MM.Item 39 – Traffic Sign on New Post - The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to the installation of a new traffic pole and foundation and the installation of the new traffic signs as shown on the plans, including furnishing all labor, materials, tools, equipment and incidentals necessary to do all the work involved thereof and as directed by the Engineer, complete, in place, and accepted, and no additional compensation will be allowed therefor.

NN.Item 40 – Relocate Street Name Sign and Post - The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to the installation of a new traffic pole and foundation and the installation of the relocated traffic signs as shown on the plans, including furnishing all labor, materials, tools, equipment and incidentals necessary to do all the work involved thereof and as directed by the Engineer, complete, in place, and accepted, and no additional compensation will be allowed therefor.

OO.Item 41 (Item 58)– Paint Curb Red - The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to pavement/concrete preparation, placement, corrective work, traffic control, and clean-up all as shown on the plans, specified in these specifications and directed by the Engineer, and no additional compensation will be allowed therefor.

PP.Item 51 – Install thermoplastic Type VII Arrow - The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to replacement materials (where applicable), pavement preparation, placement, corrective work, traffic control, and clean-up all as shown on the plans, specified in these specifications and directed by the Engineer, and no additional compensation will be allowed therefor.

QQ.Item 52 – Install Detail 38 – Thermoplastic White - The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to replacement materials (where applicable), pavement preparation, placement, corrective work, traffic control, and clean-up all as shown on the plans, specified in these specifications and directed by the Engineer, and no additional compensation will be allowed therefor.

RR.Item 53 – Install Detail 21 – Thermoplastic Yellow - The bid item shall include full compensation for providing all labor, materials, tools, equipment and incidentals, and for doing all work including, but not limited to replacement materials (where applicable), pavement preparation, placement, corrective work, traffic control, and clean-up all as shown on the plans, specified in these specifications and directed by the Engineer, and no additional compensation will be allowed therefor.
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PART 2--(NOT USED)
PART 3--EXECUTION

3.01 PROGRESS PAYMENTS
A. Within 5 days after the cutoff date, the Contractor shall make and submit to the ENGINEER an approximate measurement of all materials supplied and work performed up to the established cutoff date for the purpose of making a progress payment. The progress payment cutoff date shall be the monthly anniversary of the date of the Notice to Proceed.

B. The Contractor will classify the work according to items listed on the bidding form and will estimate the value of the same on the basis of the prices shown, or as extra work. The classification of the work performed and the value thereof will be based on the Schedule of Costs for lump sum bid items. Payment for unit price bid items will be based on the actual amount of work performed as measured in the field. The Contractor’s estimate of work performed shall be subject to adjustment by the ENGINEER.

3.02 FINAL PAYMENT AND RETENTION
Upon Final Acceptance of the work, Owner shall execute and cause a Notice of Completion to be sent to Contractor and recorded with the San Mateo County Recorder. Owner shall release Final Payment (including any withheld retentions) 35 days after the recording of the Notice of Completion or as soon as the Application for Final Payment is made, whichever is later. * END OF DOCUMENT *
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Construction Facilities and Temporary Controls 01500- 1 Street Rehabiliation FY 20/21Updated 1/18/2022
DOCUMENT 01500

CONSTRUCTION FACILITIES AND TEMPORARY CONTROLS
PART 1--GENERAL

1.01 DESCRIPTION
Work included: Provide temporary construction facilities, utilities and controls needed for the work.

PART 2--(NOT USED)
PART 3--EXECUTION

3.01 TEMPORARY UTILITIES
A. The Contractor shall provide and pay for all necessary temporary water, telephones, fuel, power, and sanitary accommodations.

B. The temporary facilities to be provided by the Contractor as described above shall conform to all requirements with regard to operation, safety, and fire hazards of state and local authorities and of underwriters.

C. Site and facilities shall be returned to their original “as-found” condition or as otherwise specified, at the completion of the project.

3.02 SOUND CONTROL
A. Comply with all local sound control and noise level rules, regulations and ordinances, which apply to any work performed pursuant to the contract.

B. Each internal combustion engine, used for any purpose on the job or related to the job, shall be equipped with a muffler of a type recommended by the manufacturer. No internal combustion engine shall be operated on the project without said muffler.

C. The maximum noise level shall be 85 dBA.

3.03 DUST AND LITTER CONTROL
A. Maintain dust control within the site and provide adequate measures to prevent a dust problem for neighbors.

B. All trucks shall be loaded in a manner which will prevent dropping of materials or debris on streets. The loads shall be trimmed and all material shall be removed from shelf areas of vehicles to prevent spillage. Take precautions when necessary to avoid creating dust and littering by watering the load after trimming.

C. Keep the job site in a neat and sanitary condition during the progress of the work. Dispose of refuse as often as directed or as may be necessary so that at no time shall there be any unsightly accumulation of rubbish.
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Construction Facilities and Temporary Controls 01500- 2 Street Rehabiliation FY 20/21Updated 1/18/2022

3.04 DRAINAGE
The Contractor shall be responsible for caring for the drainage on the entire work area and the disposal of such drainage from commencement of work until contract completion. Special care shall be exercised to prevent erosion in disturbed earth areas and silt or eroded materials shall not be introduced into any storm drain system or water course.

3.05 CONSTRUCTION WATER
A. The Contractor shall provide and maintain all necessary equipment and facilities for conveying water to places where it will be used and for changing the pressure if required.

The Contractor shall plan and perform the work in a manner, which will minimize the use of water.

B. The Contractor shall furnish, at his expense, all water required for the completion of the work. Water is available to the Contractor at the nearest hydrant provided the Contractor has made arrangements to obtain a temporary water meter from the City. The Contractor shall pay for all necessary rental and deposit fees required for temporary meter. The temporary hydrant meter application is attached at the end of this section.

3.06 SECURITY OF SITE
A. Security of the site shall be the Contractor’s responsibility from commencement of work until completion of contract.

B. The Contractor shall provide and maintain such fences, barricades, signs, and warning lights as may be required to provide safety against accidents.

3.07 RIGHTS IN LAND AND IMPROVEMENTS
A. Nothing in these specifications shall be construed as allowing the Contractor to make any arrangements with any person to permit occupancy or use of any land, structure, or building within the limits of the contract for any purpose whatsoever.

B. The Contractor shall not occupy City -owned property outside the right of way as shown on the plans unless he enters into a rental agreement with the City.

3.08 FIELD OFFICE AND LAYDOWN AREAS
The Contractor shall procure additional space for laydown of materials, spoils and equipment at Contractor’s own expense. Location of such additional space shall be subject to approval of the City.

3.09 EXISTING UTILITIES LOCATION - U.S.A.

The City of Foster City subscribes to the Underground Service Alert (U.S.A.) network, which is a clearinghouse for notifying all local utility agencies to mark the locations of underground systems in construction areas. Prior to grading and excavation activities by the Contractor, they shall contact U.S.A. by calling 1-800-227-2600 with ample advance time to allow the utility companies to respond. Contacting U.S.A. does not relieve the Contractor from their responsibility to determine location and depth of buried utilities, to protect such utilities, or to repair buried utilities damaged by their operations.
* END OF SECTION *
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Construction Facilities and Temporary Controls 01500- 3 Street Rehabiliation FY 20/21Updated 1/18/2022
FISCAL YEAR 2022 / 2023

CITY OF FOSTER CITY

TEMPORARY HYDRANT METER APPLICATION
APPLICANT: ______________________________________________DATE:_____________________ COMPANY: _________________________________________________PHONE:_________________ ADDRESS:_________________________________________________________________________ ____________________________________________________________________________________ EMAIL ADDRESS____________________________________________________________________ CONTRACTOR’S LICENSE NO.:___________________ CLASS:____________ EXP.: _____________ FOSTER CITY BUSINESS LICENSE NO.: _______________________________ EXP.: ___________ JOBSITE: ___________________________________________________________________________ METER CONNECTION LOCATION:_______________________________________________________

NOTE THAT THE METER MAY NOT BE RELOCATED WITHOUT WRITTEN PERMISSION FROM THE DISTRICT.

PURPOSE OF SERVICE:______________________________________________________________ ____________________________________________________________________________________ Customer must provide a reading at the end of each calendar quarter (March 31, June 30, Sept 30, and Dec 31) by emailing: the reading, company name and meter number to [email protected]. ____ (initial) Meter must be returned to the District Corporation Yard (100 Lincoln Center Drive in Foster City, 650/286-8140) within seven (7) calendar days of the date permit expires. ____ (initial) Failure to do so may result in forfeiture of all deposits. Charges will be assessed per the current adopted Master Fee Schedule. ____ (initial)
Applicant’s Signature: __________________________________________________________________ ************************************************************************************************************************

FOR CITY/DISTRICT USE ONLY
PERMIT EXPIRATION DATE (12 months from today)_______________ PERMIT FEE: Non-refundable $ 60.00 - WC
METER DEPOSIT: Balance refundable. Details on back. $ 1,557.00 - MD WATER DEPOSIT: Balance refundable. Details on back. $ 1,500.00 - WD TOTAL: (to be paid with application) $ 3,117.00
Application Approved: _______________________________________ Date: _____________________ (PWM Staff)
Fee to SC S-23, Acct. 31-3470 Deposits to SC S-23, Acct. 31-2460 Monthly Charges to SC S-73, Acct. 31-3475 137
Construction Facilities and Temporary Controls 01500- 4 Street Rehabiliation FY 20/21Updated 1/18/2022
METER DEPOSIT REQUIRED: $1,557.00 Upon return of the hydrant meter in good condition, the contractor shall be entitled to refund of the following percentages of the meter deposit if returned within the following period from the issuance date of the meter:
1 month or less 90%
3 months or less 85%
6 months or less 80%
12 months or less 75%
Meter must be returned or renewed at the end of 12 months. Failure to do so will result in an additional reduction of deposit by 10% of the original amount per month or portion thereof. Should the meter be found to be defective or damaged upon testing, the cost of repairs (labor and material) shall be subtracted from the deposit. ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ WATER DEPOSIT REQUIRED: $1,500.00 Meter charge according to Master Fee Schedule for Fiscal Year 16/17 @ $ 220.50 shall be deducted from the water deposit each month. In addition, the water usage charge is as stated per Master Fee Schedule per unit (100 cubic feet or 748 gallons) for Fiscal Year 16/17 @ $ 4.97 per unit, and shall be deducted from the deposit at the time incurred or when the meter is returned.

Date out Initial

METER SIZE: 3” ________ ________ Meter Number: ____________________________________

Checked out by: ____________________________ Date Returned/Checked by: __________________________

PRINT NAME
Charge as follows (if not returned)
Other Accessories
Meter Wrench ________ ________ $60 _____________ ____________ Reducer, 2-1/2”x3/4” ________ ________ $40 _____________ ____________ Reducer, 2-1/2”x1-1/2” ________ ________ $35 _____________ ____________ Fire Hose, 6’ x 2-1/2” ________ ________ $140 _____________ ____________ Received by ________________________________________
Signature/Date
+++++++++++++++++++++++++++++++ +++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ DATE

METER

READING

WATER

QUANTITY

COST OF

WATER USED

SERVICE
CHARGE

PER MONTH

TOTAL

CHARGES

DEPOSIT

BALANCE
$_220.50
_______ __________ ___________ __________ ________ _________ $__________ _______ __________ ___________ __________ ________ _________ __________ _______ __________ ___________ __________ ________ _________ __________ _______ __________ ___________ __________ ________ _________ __________ City of Foster City
Temporary Water Hydrant Rental Receipt

Date: ____________________________

Receipt No.: ____________

Received From: _____________________________________________________________________________________

THREE THOUSAND ONE HUNDRED SEVENTEEN DOLLARS $3,117.00 Check No. ______________ BY; ______________________________________________ Send ORIGINAL to Finance; cc: Meter Binder, Applicant
**END OF SECTION**
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Traffic Control 01570 - 1
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DOCUMENT 01570

TRAFFIC CONTROL

PUBLIC CONVENIENCE AND PEDESTRIAN TRAFFIC CONTROL
Must comply with the traffic regulations requirements as specified in this section. Including but not limited to: Submit a traffic control plan which conforms to the State of California "Manual of Traffic Controls for Construction and Maintenance Work Zones” and the Work Area Traffic Control (WATCH) Handbook.

Include lane closures, detours, and parking prohibitions.

Contractor shall be responsible to provide all traffic control measures necessary to divert sidewalk users safely around work areas. This includes, but is not limited to, placing signage, barricades, cones, temporary walkways, etc.

The Contractor shall be responsible for adequate barricading of the work area and controlling of traffic in the vicinity of the project. Access for local traffic must be maintained. For work in street areas, at least fifteen calendar days prior to commencing work, the Contractor shall submit his schedule and traffic plan to the Engineer for approval.

WEEKEND USAGE
All significant phases of concrete work must be completed within the same (Monday to Friday) week as they are started. Sections of Sidewalk, curb and gutter, and curb ramps must be completed and ready for use during the weekend. An exception may be the installation of the detectable warning surface mats for curb ramps, which can be installed when the concrete has cured sufficiently to accept the mat in accordance with the manufacturer’s specifications. Provisions for alternative walkway would be required.

LANE CLOSURES AND DETOURS
No more than one-half (½) of the roadway shall be closed to traffic at any time, and traffic in both directions shall be maintained at all times. Open excavations and trenches shall be adequately covered when no work is being performed.

WORKING HOURS - MAJOR STREETS
All work within the right-of-way of freeway ramps and major streets including the adjoining intersections shall be limited to the hours of 9:00AM to 3:00PM. Major streets are listed as follows:

1. Foster City Boulevard 6. Beach Park Boulevard

2. East Hillsdale Boulevard 7. Metro Center Boulevard

3. East Third Avenue 8. Triton Drive

4. Edgewater Boulevard 9. Vintage Park Drive

5. Shell Boulevard 10. Chess Drive

NO PARKING SIGNS
No Parking signs shall be posted a minimum of 72 hours in advance of the parking restriction. The date and time of parking restrictions shall be clearly posted on No Parking signs.

JOB CONDITIONS
The following general job conditions apply to the project:
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1. Provide access to all residences whenever possible throughout the duration of the project. Notify property owners 24 hours in advance of work that will interrupt use of driveways or other frontage improvements.

2. Orange traffic cones and barricades as appropriate shall be used to mark traffic lanes whenever vehicles are restricted from using the normal traffic lanes on a street.

3. Street parking may be restricted as necessary to facilitate construction activity. Notify property owners of parking restrictions 48 hours in advance.

4. Lighted arrow boards shall be used for all lane closures on boulevards and other locations when appropriate.

TRAFFIC CONTROL DEVICES

1. Traffic signs, flashing lights, lighted arrow boards, barricades and other traffic safety devices used to control traffic shall conform to the requirements of Section 12, "Construction Area Traffic Control Devices," and Section 7, "Legal Relations and Responsibility," of the CalTrans Standard Specifications. Flashers shall be provided on each barricade. (Section 360, California Vehicle Code, defines highway to include streets.)

2. Warning signs used for nighttime conditions shall be reflectorized or illuminated. "Reflectorized signs" shall have a reflectorized background and shall conform to the current State of California Department of Transportation specification for reflective sheeting on highway signs.

GENERAL

1. Except where public roads have been approved for closure, traffic shall be permitted to pass through designated traffic lanes with as little inconvenience and delay as possible.

2. Convenient access to driveways and buildings in the vicinity of work shall be maintained as much as possible. Temporary approaches to, and crossing of, intersecting traffic lanes shall be provided and kept in good condition.

3. When leaving a work area and entering a roadway carrying public traffic, the Contractor's equipment, whether empty or loaded, shall in all cases yield to public traffic. * END OF DOCUMENT *
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DOCUMENT 01580

CONSTRUCTION METHODS
PART 1 – CONSTRUCTION METHODS
Not Used
* END OF DOCUMENT *
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Notice to Proceed 00 5505 - 1
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STANDARD DETAILS
AND

ATTACHMENTS
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STANDARD DETAILS AND ATTACHMENTS
Contract Drawings (construction plans), City Standard Details and Caltrans Standard Details are part of these Technical Requirements:
* END OF DOCUMENT
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DATE: June 20, 2022

TO: Mayor and Members of the City Council

VIA: Edmund Suen, Interim City Manager

FROM: Jennifer Phan, Interim Deputy City Manager
Rob Lasky, IT Manager

SUBJECT: APPROVE PURCHASE OF DOCUMENT MANAGEMENT

REPLACEMENT SOFTWARE

RECOMMENDATION
It is recommended that the City Council adopt the attached resolution appropriating funds from the Information Technology Equipment Replacement Fund (Account No. 504-0160-419-4388) and authorizing the Mayor to execute an agreement with Cartegraph Inc. for Computerized Maintenance Management Software (CMMS) in an amount not to exceed $78,312.

EXECUTIVE SUMMARY
After issuing a Request for Proposals (RFP) and conducting an extensive evaluation process, staff is recommending the proposal from Cartegraph Inc. for a CMMS deployment. Their solution would best fit the City’s needs for a modern, flexible, and efficient CMMS System. The total price, including installation and integration with the City’s existing software, is $78,312.

Funding for this project is available in the IT Equipment Replacement Fund (Account No. 504-0160-419-4388), however we are requesting that City Council appropriate $28,312 to supplement the $50,000 already budgeted for this purchase.
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BACKGROUND AND ANALYSIS
The City of Foster City currently maintains 2 Geographic Information System (GIS) systems:
The first GIS system we maintain is an aging Mapguide 6.5 deployment. This version of Mapguide has not been supported by the vendor for 10+ years. This system is still used by some City departments due to the many custom-coded recordkeeping and maintenance tracking solutions that exist inside this system. The second GIS system in use at the City is an up-to-date ESRI ArcGIS environment. The City of Foster City has standardized on ESRI ArcGIS and we will continue to enhance and deploy new solutions on ESRI exclusively.

ESRI ArcGIS unfortunately does not have built-in capabilities to do maintenance tracking/work orders. Many agencies use a CMMS system to fill this gap, and that is what we are hoping to accomplish by deploying this CMMS.

The existing maintenance tracking forms in the old system will be used as a starting point for the work tracking forms to be developed in the new CMMS.

A partial list of some of the solutions still maintained in the old system include:
Vehicle Maintenance
Building Maintenance Work Request/Work Tracking
Water Infrastructure Work Tracking
Wastewater Infrastructure Work Tracking
Streets/Lagoon Work Tracking
Historical data from the old custom-built system will be migrated to the new CMMS. City staff will eventually want to shut off the former GIS system once all work tracking functions are moved to a CMMS.

The IT Division released a RFP for a CMMS Deployment Project in April 2022 and received proposals from eleven (11) vendors. After analysis of the 164
proposals, four (4) vendors were chosen to participate in scripted demonstrations. The IT Division, along with members of the Parks and Recreation and Public Works Departments participated in the demonstrations. Finally, 2 finalist vendors were contacted to clarify questions regarding their proposals. Based on the proposed software features, references, and price, the proposal from Cartegraph Inc. was chosen as the recommended solution.

As part of the RFP scope, staff included only 3 modules for the initial rollout:

Parks, Facilities, and Water. This was done to keep from overloading staff. In future years, City staff will likely be requesting to deploy other modules (Vehicles, Wastewater, Stormwater, etc.) The deployment costs for those modules will be requested in the IT Budget in those future years.

FISCAL IMPACT
A line item for CMMS was included in the 2021-2022 IT Division Budget IT in the amount of $50,000. Since the proposals came in higher than we had planned, staff requests via the attached Resolution that the City Council authorize a budget appropriation of $28,311.92 from the IT Equipment Replacement Fund (Account No. 504-0160-419-4388) to supplement the $50,000 already budgeted for this purchase.

Total funding of $78,312 would be sufficient to cover the initial year of this project:

OMS Plus $12,732.44
Facilities Domain $4,129.44
Parks and Recreation
Domain
$1,720.60
Water Distribution Domain $4,129.44
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OMS Users (20) $10,000.00
Implementation Services $45,600.00 (one time cost)
Total $78,311.92
Ongoing annual maintenance costs of $32,712 (rounded to the nearest dollar) will be funded by the IT Operating Budget in future years.

CITY COUNCIL VISION, MISSION, AND VALUE/PRIORITY AREA

This project is included in the "Innovation and Sustainability" Value/Priority Area. More specifically, the project falls under the initiative "Prioritize City modernization efforts and explore Foster City applications." By deploying this application, the City will improve our maintenance tracking process, resulting in staff efficiency and better reporting capabilities.

Attachments:
Attachment 1 - Resolution
Attachment 2 - Agreement
Attachment 3 - Cartegraph Proposal
Attachment 4 - Cartegraph Updated Quote
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RESOLUTION NO.____________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FOSTER CITY APPROPRIATING AN ADDITIONAL $28,312 TO THE INFORMATION TECHNOLOGY EQUIPMENT REPLACEMENT FUND ACCOUNT NO. 504-0160-419-4388 AND

AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH CARTEGRAPH INC. FOR COMPUTERIZED MAINTENANCE MANAGEMENT SOFTWARE (CMMS) IN AN AMOUNT NOT TO EXCEED $78,312

CITY OF FOSTER CITY
WHEREAS, Foster City requires software to help manage and document maintenance to City infrastructure; and
WHEREAS, the software the City is currently using for this purpose was custom- built and is now out-of-date; and
WHEREAS, demonstrations were performed by multiple vendors and these demonstrations were attended by staff members from multiple City departments; and WHEREAS, $50,000 has been appropriated in the Information Technology Internal Services Fund (#504) for the purchase of said software and services, and an additional $28,312 appropriation ensure sufficient funding for the purchase and services.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Foster City does hereby appropriate an additional $28,312 to the Information Technology Equipment Replacement Fund Account Number 504-0160-419-4388 and authorize the City Manager to execute an agreement dated June 6, 2022 with Cartegraph, Inc. for a CMMS Platform and Deployment Services in an amount not to exceed $78,312.

PASSED AND ADOPTED as a resolution of the City Council of the City of Foster City at the regular meeting held on the 20th day of June, 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

RICHA AWASTHI, MAYOR
ATTEST:

PRISCILLA SCHAUS, CITY CLERK
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City of Foster City, CA / 6/13/2022
City of Foster City, CA
Cartegraph Solutions
Master Agreement
Master Agreement: MA-22-05109
Date Prepared: 6/13/2022
Date of Expiration: 6/30/2022
For any questions or assistance, please contact:

Dalton Gilbert
Business Development Manager
Phone: (800) 688-2656
Mobile: +1 9096302408
Email: [email protected]
Cartegraph Systems LLC
3600 Digital Drive
Dubuque, IA 52003-8962
http://www.cartegraph.com
Toll Free: (800) 688-2656
Phone: (563) 556-8120
Fax: (563) 556-8149
1 168
City of Foster City, CA / 6/13/2022
Master Agreement
Cartegraph Systems LLC is pleased to present this Master Agreement for its world-class technology solutions.

This Master Agreement is made and entered into between City of Foster City, CA (hereinafter referred to as "City of Foster City, CA", or "Customer") and Cartegraph Systems LLC (hereinafter referred to as Cartegraph), each referred to as a "Party" or collectively as the "Parties" and is effective when fully executed by both Parties ("Effective Date").

This Master Agreement 1) will exclusively govern Customer's access to and use of Solution Subscriptions and/or Solution Services; 2) is the complete and sole understanding and agreement between Parties, and supersedes any oral or written proposal, agreement, or other communication between the Parties; 3) may only be modified or amended in writing as permitted herein; 4) is governed by the terms and conditions of the Cartegraph Solutions Agreement (Addendum A), unless (i) otherwise set forth herein, or (ii) there is an applicable written Customer Agreement executed by the Parties that directly references this Master Agreement, for the Solutions referenced in this Master Agreement. Any inconsistency between the documents shall be resolved by giving precedence to 1) a Customer Agreement (Addendum F) and 2)
this Master Agreement.

The term of this Master Agreement shall begin on the Effective Date and continue until it is terminated as permitted herein. The duration of time specified in the Investment Summary of this Master Agreement shall be the "Initial Term." Subsequently executed Sales Orders under this Agreement may add additional Solution Subscriptions and/or Solution Services to the Initial Term as well as renew the Solution Subscriptions and/or Solution Services for successive periods, each a "Renewal Term."

BY EXECUTING OR REFERENCING THIS MASTER AGREEMENT, THE PARTIES ACKNOWLEDGE THAT THEY HAVE REVIEWED THE TERMS AND CONDITIONS SET FORTH HEREIN AND ANY EXHIBITS, AND THE PARTIES AGREE TO BE LEGALLY BOUND BY SUCH AGREEMENT.

CUSTOMER ADDRESS: LICENSEE ADDRESS:

City of Foster City, CA
610 Foster City Blvd
Foster City, California
94404
City of Foster City, CA
610 Foster City Blvd
Foster City, California
94404
The following Addendums are attached to this Master Agreement and are incorporated by reference:

ADDENDUM A - Not Used

ADDENDUM B - SERVICES SCOPE OF WORK

ADDENDUM C - SOLUTIONS SUPPORT
ADDENDUM D - Not Used

ADDENDUM E - CARTEGRAPH OMS EDITIONS

ADDENDUM F - VENDOR AGREEMENT FOR PRODUCTS AND/OR SERVICES FOR SOFTWARE AND

DEPLOYMENT SERVICES FOR CMMS
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Investment Summary
The following represents the requested Solution Subscriptions and/or Solution Services along with their related durations (Terms).

Term 01 - 7/1/2022 - 6/30/2023 - Services
No. Product Code Quantity Price
1 Implementation Services CGPFSV 1.00 USD 45,600.00
Term 01 - 7/1/2022 - 6/30/2023 - Services TOTAL: USD 45,600.00 Term 01 - 7/1/2022 - 6/30/2023 -
Subscription
No. Product Code Quantity Price
1 OMS Plus OMSPLS 1 USD 12,732.44
2 Facilities Domain DOM001 1 USD 4,129.44
3 Parks & Recreation Domain DOM004 1 USD 1,720.60
4 Water Distribution Domain DOM010 1 USD 4,129.44
5 OMS User OMSUSR 20 USD 10,000.00
Term 01 - 7/1/2022 - 6/30/2023 - Subscription TOTAL: USD 32,711.92 Summary By Term - Includes Services & Subscriptions
_____________________________________________________________________________________________________________________________ Total Term 1 USD 78,311.92
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Investment Notes:
• Any Customer Purchase Order, Contract, and/or Agreement must reference Cartegraph Master Agreement: MA-22-05109.
• Purchasing the Solutions presented herein through any alternative procurement method will require a revised price proposal which may include an associated price adjustment. • Prices may include discounts, concessions, or incentives that are only applicable to this transaction and should not be assumed for future purchases.
• Prices do not include any taxes that may apply at the time of invoicing. If applicable, any such taxes are the responsibility of Customer and will appear on the respective invoice. • Prices do not include any applicable Esri ArcGIS licenses. • Prices are in U.S. Dollars ($USD).
• Prices for the Initial Term are valid only if this Master Agreement is executed by 6/30/2022. 4 171
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Payment
In consideration for the Solutions provided by Cartegraph to Customer, Customer agrees to pay Cartegraph the Fees as described below:

DELIVERY
Upon execution of this Master Agreement, Cartegraph will provide the Solution Subscriptions and/or Solution Services as detailed in the Investment Summary.

SOLUTION SERVICES SCHEDULING
Solution Services will be scheduled and delivered upon your acceptance of this Master Agreement, which will be considered your notification for Cartegraph to proceed. Customer agrees to work with Cartegraph to schedule Services in a timely manner. All undelivered Services shall expire 365 days from the signing of this Master Agreement unless indicated differently in the Investment Notes.

SOLUTION SUBSCRIPTION INVOICING
Customer shall be provided with the ability to access and use the Solution Subscriptions upon execution of this Master Agreement. The payment for the initial term is due upon execution of the Master Agreement.

Payment for any subsequent renewal terms will be due in annual installments as specified herein and prior to the anniversary of the initial term in the amount(s) that follow:
• Term 1: $32,711.92

SOLUTION SERVICES INVOICING
Upon acceptance of this Master Agreement, invoicing for the Solution Services shall occur as follows:
• 25% upon execution of this Agreement.
• 25% at the completion of the assessment/delivery, or 3 months from execution of this Agreement, whichever is sooner.
• 25% at the completion of the test deployment, or 4 months from execution of this Agreement, whichever is sooner.
• 25% at the completion of production deployment, or 6 months from execution of this Agreement, whichever is sooner.

PAYMENT
• All payments are due Net 30 days from date of invoice. • All payments are to be in U.S. Dollars ($USD).
• For customers within the United States, any applicable taxes required at the time of invoice will be determined based on the laws and regulations of the taxing authority(s) governing the "Customer Address" identified herein.
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Acceptance
BY SIGNING BELOW, EACH PARTY AGREES THAT 1) ITS SIGNATORY HAS THE AUTHORITY TO BIND THEIR PARTY TO THIS OBLIGATION, AND 2) THAT ALL USE AND ACCESS TO THE SOLUTION SUBSCRIPTION AND/OR SOLUTION SERVICES DESCRIBED HEREIN SHALL BE GOVERNED BY THE

TERMS AND CONDITIONS IN THE FOLLOWING ORDER OF PRECEDENCE A) A CUSTOMER

AGREEMENT ( ADDENDUM F) AND B) THIS MASTER AGREEMENT AND ALL AGREEMENTS AND ADDENDUMS SPECIFICALLY REFERENCED HEREIN.

Cartegraph Systems LLC:

By: (Signature)
(Print Name)
Title:

Date:

City of Foster City, CA:

By:
(Signature)
(Print Name)
Title:

Date:
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Addendum B
Addendum B

Services Scope of Work

The Solutions Services listed in the Investment Summary of the Purchase Agreement are specific Cartegraph services which will be delivered to the Customer based on the descriptions below and are subject to the limitations and terms and conditions set for the in the Purchase Agreement, and its reverence Addendums. Cartegraph will coordinate with the Customer on service delivery expectations and timeframes.

Cartegraph OMS – Implementation Scope of Work
Implementation of the Operations Management System (OMS) includes the following professional services:

Setup

• Cartegraph will setup a hosted, test and production OMS environment. • Cartegraph will provide an overview, up to two (2) hours, of Cartegraph and ArcGIS Online user -based logins and User/Role functionality.
• Cartegraph will provide a template file to be utilized by your staff to populate Roles and Users to be utilized for OMS.
• Cartegraph will utilize the template to create users and roles in OMS. (Note: Subsequent User and/or Role changes will be your administrator’s responsibility.)
• Cartegraph will provide documentation and guidance, up to four (4) hours, for your technical GIS staff to configure Esri Basemap Services for OMS integration. Guidance will be geared towards OMS/Esri integration functionality and requirements.
• Cartegraph will setup the OMS Platform, including the Request, Work, Resource, and Asset Management areas of the software. Asset Management solutions will be setup for all solutions referenced in the Assets section of the scope unless otherwise noted.

Consulting

Cartegraph will provide a two-day (2 -day) remote requirement gathering workshop to increase our understanding of your business and functional goals. Through workshops and interviews, Cartegraph will identify best fit scenarios for OMS and provide a brief including any challenges as well as recommendations for OMS best practices relevant to your implementation.

Configurations

Cartegraph will provide configuration services, including:
o Up to five (5) custom fields and up to one (1) custom layout per asset type listed in the Assets section below
o Up to ten (10) custom fields and up to five (5) custom layouts to be utilized in any of the shared areas of the system, such as Tasks
o Up to five (5) automations
o Up to five (5) preventative maintenance plans

Training

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Addendum B
• Cartegraph will provide remote train-the-trainer training, up to four (4) hours, on overall system navigation and functionality to help familiarize your staff with the software environment and its common functions.

Training topics include:
o Dashboards
o Standard KPI/ROI Gadgets
o Logins/Permission
o Layers
o Filters
o Maps
o Grids
o System Navigation
o Views (List & Detail)
o Standard Reports
o Attachments
o Requests, Work, Assets, Resources, Reports, and Administrator Tabs

• Cartegraph will provide remote train -the-trainer training, up to two (2) hours, on OMS Esri integration functionality. Training topics include:
o OMS Esri integration configuration options
o Integration functionality (basemap and feature)
o Overall Esri integration requirements, considerations, and Cartegraph recommended best practices

• Cartegraph will provide a two-day (2-day) remote "train-the-trainer" training event. The training agenda will be defined and agreed upon by both Cartegraph and your project manager. Topics may include any of the following:

o Request Management:
 Requests
 Requesters
 Task Creation from Requests
 Issue library (including settings such as Applies to Asset and Non-Location)  Cartegraph recommended best practices for Request and Requester Management

o Work Management:
 Create Task(s) (Asset/Non-Asset)
 Assignments (Add, Edit, Remove)
 Task Menu Actions
 Related Work Items
 Create Work Order
 Associate Task to WO
 Repeat Work Orders
 Work Order Menu Actions
 Enter Resources
 Timesheets
 Activity library (including settings such as Applies to Asset, Inspection, Key Dates, Cost, and Productivity)
 Cartegraph recommended best practices for Work Management

o Asset Management:
 Asset Details
 Preventative Maintenance Plans
 Inspections
 Linked assets (if applicable)
 Container/Component Relationships (if applicable)
 Cartegraph recommended best practices for Asset Management

To avoid redundancy, and to utilize service time efficiently, training may cover a subset of the assets listed in the Asset section of the scope.

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Addendum B
o Fleet Management:
 Preventative Maintenance
 Task Management
 Vehicle Replacement Ratings (VRR) Equipment Detail information  Fleet Reports
 Cartegraph recommended best practices for Fleet Management o Resource Management:
 Resource Details
 Labor/Equipment Rates
 Material Management (Stock, Usage, Adjustments)
 Vendor Price Quotes
 Cartegraph recommended best practices for Resource Management

o Cartegraph Mobile:
 Overall system functionality (Navigation, Interface, Maps, Attachments, Sorting)  Work Management
• Create and Update Tasks (Asset/Non-Asset)
• Assign Tasks
• Enter Resources
• Inspections
 Asset Management
• Create and Update Assets
 Request Management
• View and Update Requests
• View Requester information
• Create Task from Request
 Cartegraph recommended best practices for mobile device use

o Administrator:
 Administrator:
• User Administration, Role Administration, Asset Administration, Record Filter Administration, Import/Export, Scheduled Process Log, Error Log  Settings:
• System Settings, Map Administration, Geocode Settings, GIS Integration settings, Asset Color Manager
 Manager:
• Layout Manager, Library Manager, Preventative Maintenance, Asset Condition Manager, Notification Manager, Structure Manager, Automation Manager

• Cartegraph will provide remote train- the-trainer training, up to four (4) hours, on OMS Reporting functionality. Training topics include:
o Security/Roles
o Report Designer
 Report Types, Report Styling, Filtering\Parameters, Basic Formulas, Grouping/Sorting o Report Viewer
o Reporting best practices and solution tips/tricks.

• Cartegraph will provide remote train-the-trainer training, up to four (4) hours, on Advanced Inspections and Asset Condition Manager functionality. Training topics include:
o Performance Management
 Prediction Groups
 Minimum Condition Groups
 Activities and Impacts
 Criticality Factor
 Install/Replaced Dates
o Cartegraph recommended best practices for advanced inspections and condition management

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Addendum B
To avoid redundancy, and to utilize service time efficiently, training may cover a subset of the assets listed in the Asset section of the scope.

• Cartegraph will provide remote train-the-trainer training, up to four (4) hours, on Preventative Maintenance Plans functionality. Training topics include:
o Preventative Maintenance
o Cartegraph recommended best practices for proactive asset management

To avoid redundancy, and to utilize service time efficiently, training may cover a subset of the assets listed in the Asset section of the scope.

Go-Live Support

• Cartegraph will provide up to two (2) remote web conferences (not to exceed 8 hours total) to be utilized for Go-Live Support. The agenda will be defined, and agreed upon, by both your and Cartegraph’s project managers. Topics may include any of the following:
o Refresher training for items listed in the scope of work o Software and process support for staff during production roll out o Field, Layout, and Report configuration guidance, if applicable

Data Services

Cartegraph will provide one test and one production data load service through standard import/export functionality. Cartegraph will provide template documents for data population. Once populated by your staff, Cartegraph will load the data into your test or production OMS environment. Data loads may include data such as:
o Parent level asset records
o Asset location (spatial x/y) attributes
o Parent level resource (Labor, Equipment Material, Vendor) records o Resource Rate (Labor, Equipment, Material) records
o Standard system libraries

Cartegraph will provide one test and one production custom data conversion service for your historical data listed below:
o MapGuide data related to: Assets, Work History

o For the custom data conversion service(s) listed above, Cartegraph will provide:
 A review of the historical data along with recommendations for OMS best fit.  A field map workshop, which will identify where and how historical data will appear within OMS
 A test conversion service to facilitate data conversion validation and testing  One revision of the field map used for the test conversion service  A production conversion service utilizing the final, approved field map All data must be accessible to Cartegraph from a SQL DB, SQL View, Access DB or Comma Delimited File.

Assets

Asset implementation includes the following professional services:

Cartegraph will provide installation and training on the following forty-four (44) asset types:

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Addendum B
o Facilities (25)
 Facility; Other Site Construction; Selective Building Demolition; Site Improvement; Site Preparation; Facility Floor; Basement Construction; Conveying; Exterior Enclosures; Facility Electrical; Facility Equipment; Fire Protection; Foundations; Furnishings; HVAC; Interior Construction; Interior Finishes; Plumbing; Roofing; Site Electrical Utilities; Site Mechanical Utilities; Spaces; Special Construction; Stairs; Superstructure
o Par
ks and Recreation (10)
 Athletic Space; Fence; Park; Park Structure; Playground Equipment; Bench; Landscape Area; Park Amenity; Playground; Tree
o Wat
er Distribution (9)
 Water Backflow; Water Facility; Water Hydrant; Water Lateral; Water Main; Water Meter; Water Pump; Water Valve; Water Storage Tank
o Fl
eet
Car
tegraph will provide all services remotely via audio; video; and web conferences unless otherwise noted.

Exclusions
The following service items are not included in the scope of this project:

Implementation of any custom modification or integration developed by Cartegraph; your internal staff; or any third-party is not included in the scope of this project unless specifically listed above.

Data conversion services from other software system(s) or sources (including Cartegraph Navigator databases) are not included in the scope of this project unless specifically listed above.

Any service items discussed during demonstrations; conference calls; or other events are not included in the scope of this project unless specifically listed above.

Cus
tomer/Cartegraph Responsibilities
Project representatives from Customer and Cartegraph accepts responsibility for all aspects of project planning, management, and execution not specifically identified as the responsibility of Cartegraph in the Agreement or in the Purchase Agreement. Ongoing management of the day-to-day allocation of Customer and Cartegraph resources and management of project tasks is the responsibility of the Customer and Cartegraph project representatives. Customer and Cartegraph project representatives will provide overall guidance and direction for the project and will direct the project accordingly. Further, and with regard to the Cartegraph obligations listed in this Purchase Agreement, Customer understands that it is vital to the success of the project that Customer provides assistance in the following matters:

1. For those services listed under Field Services, Cartegraph personnel will conduct information gathering and evaluation sessions with various Customer Users and management. While Cartegraph respects the time and workload of Customer staff, dedicated time on the part of the appropriate Customer resources is necessary to complete these exercises.

2. The installation process requires the assistance of Customer personnel and suitable access to hardware and systems (e.g., security clearance). Customer is required to supervise the installation process while systems are accessible to Cartegraph. All hardware and software, for both personal computers and servers, is expected to be available, installed, and operating as specified in Cartegraph’s system requirements documentation such that delivery and execution of Cartegraph Field Services will not be impeded. 11 178
Addendum B

3. Customer and Cartegraph understand that the successful performance of Field Services depends upon Customer fulfilling its responsibilities. The Project assumes that Customer will provide all personnel required to achieve a successful implementation, including a dedicated project manager responsible for reviewing the implementation scope of work, ensuring all attended meetings are attended by invited staff, and providing leadership and insight on all relevant internal issues such as policy/procedure, organizational structure, project stakeholders, technical architecture, data, and current systems. Customer responsibility also includes internal documentation, internal change management, task completion, staff coordination and schedule commitment.

4. Customer will provide Internet access and IT staff support as required. For those services that are web-based, Cartegraph utilizes WebEx Meeting (or similar) technology.

5. Customer shall ensure that their workstation platform and database meet Cartegraph system requirements as specified in the Cartegraph System Requirements documentation. Solutions will be supported within new versions of these workstation platforms and databases within a reasonable period of time from their release from their manufacturer. Cartegraph will discontinue support of its Solutions within older versions of these workstation platforms and databases as their support is discontinued by their manufacturers.

6. Customer agrees to work with Cartegraph to schedule Field Services in a timely manner. All undelivered Field Services shall expire 365 days from the execution of this Purchase Agreement, unless noted differently in Services Scope listed above. Upon expiration of services, the project may be cancelled at Cartegraph’s discretion.

No
t-to-Exceed Purchase Agreement
Cartegraph will not exceed the total included in this Purchase Agreement without written approval from Customer. In the event it becomes apparent to Cartegraph that additional Service will be needed due to any changes in the scope of this Purchase Agreement, Cartegraph will notify Customer prior to exceeding the approved efforts and obtain written approval if additional Services are required. 12 179
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ADDENDUM C
Solutions Support
As part of the annual Solution Subscription fee identified in the above Investment Summary, Customer will receive the following support for the duration of the paid subscription Term.

TECHNICAL SUPPORT

1. Campus – www.cartegraph.com/campus
Our User Assistance area is a convenient and easily shareable resource designed to help you and your co-workers better understand the functions and capabilities of your Cartegraph Solutions.

Instantly access user tips, step-by- step guides, videos, and more.

2. Dedicated, Unlimited, Toll-free Phone Support - 877.647.3050 and Live Chat When questions need answers and difﬁculties arise, count on our industry- leading Support team to provide the guidance and assistance you need. Live Chat is available within the product or through Campus. Reach us as often as you need Monday-Friday, 7:00 am-7:00 pm CT.

3. Secure, Live Remote Support
If your challenge requires a more hands-on approach, we have the remote support tools to ﬁx it. Let one of our Support Team members directly interact with your system to ﬁnd a fast, effective solution.

TRAINING & EDUCATION SUPPORT

1. Convenient Online Resources
All the information you need, one click away. Take advantage of online training opportunities, tutorial videos, upcoming event information, and more.

2. Customer Led User Groups
Meet and network with similar Cartegraph users in your region. Customer led User Groups allow you to ﬁnd out what other organizations are doing to get more from their Cartegraph solutions and services.

RELEASES & UPGRADES

1. New Releases
Be the ﬁrst to know about all new Cartegraph releases, enhancements, and upgrades. Cartegraph is continuously innovating and enhancing the Cartegraph OMS collection of products and as a customer with an active subscription, you will receive each new release of the software.

1. Your cloud-hosted site will be automatically upgraded by our System Consultants after the release is available. This way, you'll experience increased system performance while gaining timely access to the latest features and functionality.

2. For your on-Premises Installation, our Technical Consultants will work with your organization's IT staff to receive the latest software release in a timely manner. This way, you'll experience increased system performance while gaining prompt access to the latest features and functionality

2. Service Packs
A Service Pack consists of lower-severity bug ﬁxes and/or small platform updates.

1. If required, cloud-hosted sites will receive Service Packs as needed. These Service Packs are installed by the Cartegraph System Consultants.

2. On-premises customers that contacted Cartegraph Technical Support about an issue that is resolved with the Service Pack, will be provided the service pack for installation. These on- 13 180
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premises customers can then schedule a time to install the Service Pack with our Technical Support team

3. Hot Fixes
If an issue is determined to be a defect and falls outside the standard release cycle, Cartegraph will issue a hot ﬁx and provide application specialists with detailed levels of product knowledge to work with you in achieving a timely and effective resolution.

Cartegraph will provide the Support Services only to Customer, provided that Cartegraph reserves the right to contact any third party as necessary to facilitate the delivery of Support Services or other services relating to the Solutions. Said support applies only to the most current version of the product and the previous version in succession.

All Support Services are dependent upon the use by Customer of the Solutions in accordance with Cartegraph's documentation and speciﬁcations. Cartegraph is under no obligation to modify the Solutions so that the modiﬁed Solutions would depart from Cartegraph's published documentation and speciﬁcations for such Solutions. 14 181
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ADDENDUM E
Cartegraph OMS Editions
Cartegraph OMS supports customers in the operation, maintenance, and management of the following asset domains. By employing these features as applicable, customers can effectively manage and report on the assets that they care about. Indicated below are the capabilities and options available for each OMS Edition at the time this document was prepared, which are subject to change.

Essentials Pro Plus Premium
Dashboard / Home Screen Included Included Included Included User Management Included Included Included Included
Role Management Included Included Included
Esri GIS Integration Included Included Included Included Report Viewer Included Included Included Included
Library Management Included Included Included Included
Standard KPI / ROI gadgets Included Included Included Included Esri Identity-Ready Included Included Included Included Structure Manager Included Included Included
Layout Manager Included Included Included
Import / Export Included Included Included
Record Filter Administration Included Included Included Container / Component Included Included Included Included Embedded Maps Included Included Included Included
Report Designer Included Included Included
Integration Toolkit Option Option Included
Cartegraph for Zapier Option Option Included Included
Automation Manager Included Included
Notiﬁcation Manager Included Included Included
Routing – Esri Identity Required Included Included Included Included Geocode Options- Esri Identity Required Included Included Included Included Work
Task Management Included Included Included Included
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Work Orders Included Included
Task Calendar Included Included Included Included
Scenario Builder Option Included
Request
Request Management Required w/ SeeClickFix Included Included Included SeeClickFix Option Option Option Option
Internal Requests Option Included Included
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Resources
Resource Management (LEMV) Included Included Included Included Advanced Material Management Option Included
Fleet Management Option Included Included
Assets
Asset Inventory By Domain/Asset By Domain/Asset By Domain/Asset By Domain/Asset Container / Component Included Included Included Included Preventative Maintenance Plans Included Included Included Asset Condition Manager / Advanced
Inspections
Required w/ Fleet Mgmt. Included Included
Asset Builder Option Option Included
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ADDEND UM F:

VENDO

R AGREEMENT FOR PRODUCTS AND/OR SERVICES
FOR

SOFTWARE AND DEPLOYMENT SERVICES FOR CMMS
This
Agreement (“Agreement”) is made and entered into as of the 20th day of June, 2022 by and between the City of Foster City hereinafter called "CITY" or “Customer” and Cartegraph Systems LLC hereinafter called "VENDOR" or “Cartegraph”. This Agreement is attached as Addendum F to the Master Agreement between the CITY and Cartegraph, dated June 13, 2022. This Agreement governs the terms and conditions of that Master Agreement and takes precedence over any inconsistent terms in the Solutions Agreement (Addendum A to the Master Agreement).

RECIT ALS
This
Agreement is entered into with reference to the following facts and circumstances:

A. That C
ITY desires to engage VENDOR to provide a product and/or services to the CITY;
B. That VEND
OR is specially trained, experienced and competent to perform and has agreed to provide the product and/or services to the CITY and; C. That t
he CITY has elected to engage VENDOR upon the terms and conditions as hereinafter set forth.

1. A. Services. The services to be performed by VENDOR under this Agreement are set fo rth in Exhibit A, which is, by this reference, incorporated herein and made a part hereof as though it were fully set forth herein.

Per
formance of the work specified in said Exhibit A is hereby made an obligation of VENDOR under this Agreement, subject to any changes that may be made subsequently hereto upon the mutual written agreement of the said parties.

Wher
e in conflict, the terms of this Agreement supersede and prevail over any terms set forth in Exhibits.

B. Product. The product to be supplied by VENDOR under this Agreement is set forth in Exhibit A which is, by this reference, incorporated herein and made a part hereof as though it were fully set forth herein. 18 185
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Timely delivery of the product specified in said Exhibit A is hereby made an obligation of VENDOR under this Agreement, subject to any changes that may be made subsequently hereto upon the mutual written agreement of the said parties.

VENDOR’s obligation to provide the product includes but is not limited to, the provision of all labor, equipment, materials, testing and any other required work or services or costs of any type incidental to the supply of the product per Addendum B.

2. Ter
m; Termination. (a) The Initial T erm of this Agreement shall commence upon the date in the Master Agreement Investment Summary. (b) Notwithstanding the provisions of (a) above, CITY may with or without c
ause, direct VENDOR to suspend, delay or interrupt services, in whole or in part, for such periods of time as CITY may determine in its sole discretion. (c) Either party may terminate performance of the s ervices under this Agreement in whole, or from time to time in part, for default, should the other party commit a material breach of this Agreement, or part thereof, and not cure such breach within thirty (30) calendar days of the date of first party’s written notice to the other party demanding such cure. The part ies shall continue any undisputed work throughout the course of any dispute, and any party’s failure to continue undisputed work during a dispute shall be a material breach of this Agreement.

3. C ompensation; Expenses; Payment . CITY shall compensate VENDOR for all products supplied or services performed in the Initial Term by VENDOR hereunder as shown in Exhibit B attached hereto and by this reference incorporated herein.

N
otwithstanding the foregoing, the combined total of compensation and reimbursement of costs payable hereunder shall not exceed the sum Seventy Eight Thousand Three Hundred Eleven dollars and Ninety Two cents ($78,311.92). Invoices for amounts in excess of Seventy Eight Thousand Three Hundred Eleven dollars and Ninety Two cents ($78,311.92) shall not be paid unless additional amounts have been approved in advance of supplying the product, performing the services or incurring the costs and expenses by CITY’s City Manager (for contracts less than $50,000) or City Council (for contracts $50,000 or more) evidenced by motion duly made and carried and a written contract amendment having been executed.

Compensation and reimbursement of costs and expenses hereunder shall be payable upon VENDOR meeting contract milestones as defined in 19 186
3 Updated 1/10/2022

Exhibit B. Billing shall include an itemized statement, briefly describing by task and labor category or cost/expense items billed.

4. Ad ditional Services . In the event CITY desires t he delivery of additional products or performance of additional services not otherwise included within Exhibit A, such products or services shall be authorized in advance by CITY’s City Manager (for contracts less than $50 ,000) or City Coun cil (for contracts $50 ,000 or more) by motion duly made and carried. Such amendment to this Agreement shall include a descr iption of the product to be delivered or services to be performed thereunder, the maximum compensation and reimbursement of costs and expenses payable therefor, the time of performance thereof, and such other matters as the parties deem appropriate. Except to the extent modified by written amendment, all other terms and conditions of this Agreement shall be deemed incorporated in each such amendment.

5. R
ecords . VENDOR shall keep and maintain accurate records of products delivered or of all time expended in performing services and costs and expenses incurred relating thereto, such records will be retained up to three years from delivery of products or performance of services. Said records shall be available to CITY for review and copying during regular business hours at VENDOR’s place of business or as otherwise agreed upon by the parties.

6. A
uthorization. This Agreement becomes effective when endorsed by both parties in the space provided below.

7. D ocuments . All documents, plans, drawings, renderings, and other papers, or copies thereof, as finally rendered, prepared by VENDOR specifically as a result of or otherwise pursuant to the terms of this Agreement, shall, upon preparation and delivery to CITY, become the property of CITY.

8. R
elationship of Parties . VENDOR is an independent Contractor and does not act as CITY’s agent in any capacity, whatsoever. VENDOR is not entitled to any benefits that CITY provides to CITY employees, including, without limitation, worker’s compensation benefits or payments, pension benefits, health benefits or insurance benefits. Terms within this Agreement regarding direction apply to and concern the result of the VENDOR ’s provision of Services, not the means, methods, or scheduling of the VENDOR’s work. VENDOR shall be solely responsible for the means, methods, techniques, sequences and procedures with respect to its provision of Services under this Agreement. VENDOR shall pay all payroll taxes imposed by any governmental entity and shall pay all other taxes not specifically identified in this Agreement as CITY’s responsibility.

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9. Schedule. VENDOR shall adhere to the schedule set forth in Exhibit A; or as mutually agreed by the parties.

VEN
DOR acknowledges the importance to CITY of timely delivery of products or services and agrees to put forth its best professional efforts to perform in a manner consistent with that schedule.

10. For ce Majeure. VENDOR shall not be liable for any excess costs if the failure to perform the Agreement arises from causes beyond the control and without the fault or negligence of VENDOR, including without limitation failure to reasonably mitigate any adverse impacts (Force Majeure). Force Majeure events include but are not limited to the following:

Acts of God, fires, floods, earthquake, other natural disasters, epidemics and pandemics (other than known COVID-19 or known variants), abnormal weather conditions beyond the parameters otherwise set forth in this Article, nuclear accidents, strikes, lockouts, freight embargos, interruptions in service by a regulated utility, or governmental statutes or regulations enacted or imposed after the fact (together, “force majeure events”).

11. VEN
DOR’s Liability for Injury to Persons or Damage to Property. a. Not used.

12. I
ndemnity .

(a
) By VENDOR: To the fullest extent allowed by law, VENDOR hereby agrees to defend, indemnify, and save harmless CITY and Estero Municipal Improvement District, its Council, boards, commissions, officers, employees, directors, and agents, from and against any and all claims, suits, liability, loss, damage, reasonable cost or expense, injury (including, without limitation, injury to or death of any person, including an employee or a Subcontractor), (“Action”), which may be brought against, or suffered or sustained by, CITY or Estero Municipal Improvement District, its Council, boards, commissions, officers, em ployees, directors, or agents that arise out of, pertain to, or relate to any negligence, recklessness, or willful misconduct of VENDOR, any Sub contractor, anyone directly employed or retained by them, or anyone that they control.

The dut
y of VENDOR to indemnify and save harmless, as set forth herein, shall include the duty to defend as set forth in Section 2778 of the California Civil Code; provided, however, that nothing herein contained shall be construed to require VENDOR to indemnify CITY and Estero Municipal Improvement District, its Council, boards, commissions, officers, employees 21 188
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and agents against any responsibility or liability in contravention of Section 2782 of the California Civil Code.

VENDOR’s responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law.

(b) By City: To the fullest extent allowed by law, CITY will defend, indemnify and save harmless VENDOR and its officers, directors, employees and agents from and against any Action, which may be brought against or suffered or sustained by VENDOR and its officers, directors, employees and agents by a third party (other than by VENDOR) to the extent relating to, resulting from, or arising out of any negligence, recklessness, or willful misconduct of CITY, its Subcontractors, or anyone directly employed or retained by them, or anyone that they control including but not limited to (a) any violation of any Law caused by the use of or access to the Solutions by CITY; or (b) any claim or allegation by a User or other third party relating to use of or access to the Solutions or any Services by CITY . CITY will only pay those losses finally awarded against VENDOR in any such Action or those losses agreed to in a monetary settlement of such Action, as applicable.

(c) CO
NDITIONS. All obligation of each party to defend or indemnify the other party under this Agreement are conditioned upon the party seeking defense or indemnity (the “Indemnified Party”) providing the other party with: (a) prompt notice of any such claim for indemnification or defense after receiving notice thereof; (b) sole control over the defense and settlement of such claim, provided that any settlement that will require the other party to assume any liability other than the payment of monies will be subject to the other party’s prior written consent; and (c) reasonable assistance in such defense or settlement (at the indemnifying or defending party’s expense).

13. P
atent, Copyright and Trade Secret Indemnity.

a. VENDOR shall hold City, its officers, agents and employees, harmless from liability of any nature or kind, including costs and expenses, for infringement or use of any copyrighted composition, secret process, patented invention, article or appliance furnished or used by VENDOR in connection with the Agreement.
b. VENDOR may be required to furnish a bond to City against any and all loss, damage, costs, expenses, claims and liability for patent, copyright and trade secret infringement.
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c. VENDOR, at its own expense, shall defend any action brought against City to the extent that such action is based upon a claim that the Products supplied by VENDOR or the operation of such Products pursuant to a current version of VENDOR supplied operating software infringes a patent or copyright or violates a trade secret.

VENDOR shall pay those costs and damages finally awarded against City in any such action. Such defense and payment shall be conditioned on the following:
i. That VENDOR shall be notified within a reasonable time in writing by City of any notice of such claim; and
ii. That VENDOR shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise, provided, however, that when principles of government or public law are involved, City shall have the option to participate in such action at its own expense.
d. Should the Products , or the operation thereof, become, or in VENDOR’s opinion are likely to become, the subject of a claim of infringement of a patent or copyright or a trade secret, City shall permit VENDOR at its option and expense either to procure for City the right to continue using the Products , or to replace or modify the same so that they become non infringing. If none of these options can reasonably be taken, or if the use of such Products by City shall be prevented by injunction, VENDOR agrees to take back such Products and make every reasonable effort to assist City in procuring substitute Products.
e. VENDOR shall have no liability to City under any provision of this clause with respect to any claim of patent, copyright or trade secret infringement which is based upon.
i. The combination or utilization of Products furnished hereunder with equipment or devices not made or furnished by VENDOR; or
ii. The operation of equipment furnished by VENDOR under the control of any operating software other than, or in addition to, the current version of VENDOR supplied operating software; or
iii. The modification by City of the equipment of software furnished hereunder; or
iv. The combination or utilization of software furnished hereunder with non-VENDOR supplied software.
f. VENDOR certifies that it has appropriate systems and controls in place to ensure that City funds will not be used in the performance of the Agreement for the acquisition, operation or maintenance of computer software in violation of copyright laws.

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14. Insurance. Prior to execution of this Agreement, VENDOR shall furnish to CITY Certificates of Insurance showing satisfactory proof that it maintains the insurance required by this Agreement as set forth in EXHIBIT D, Insurance, which is attached and made a part of this Agreement. VENDOR shall maintain all required insurance throughout the term of this Agreement and as otherwise provided in EXHIBIT D.

VEN
DOR shall maintain insurance as required by this Agreement to the fullest amount allowed by law and shall maintain insurance for a minimum of one (1) year following completion of this project or service.

15. W
ORKERS' COMPENSATION. VENDOR certifies that he is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and VENDOR certifies that he will comply with such provisions before commencing the performance of the work of this agreement.

16. NO
N- DISCRIMINATION. The VENDOR will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. The VENDOR will take affirmative action to ensure that applicants are employed and the employees are treated during employment without regard to their race, color, religion, sex or national origin. Such action shall include, but not be limited to the following: employment, advancement, demotion, transfer, recruitment, or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The VENDOR shall at all times be in compliance with the requirements of the Federal Americans With Disabilities Act (Public Law 101 -336) which prohibits discrimination on the basis of disability by public entities. The VENDOR agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non- discrimination clause.

17. No
tice . All notices required by this Agreement shall be given to the CITY and VENDOR in writing, by first class mail, postage prepaid, addressed as follows:

CI
TY: City of Foster City
610 Foster City Boulevard
Foster City, CA 94404-2299
Attention: Rob Lasky

VENDOR: Contract Administrator
3600 Digital Drive.
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Dubuque, IA, 52003
Attention: Contract Administrator
Email Address:
[email protected]

18. No n -Assignment. Excluding assignment due to sale, merger, consolidation, or operation of law , this Agreement is not assignable either in whole or in part.

19. S ubstitutions . VENDOR may not substitute any Products or Services without City’s advance written consent. VENDOR shall not use any specification in lieu of those contained in the Agreement without City’s advance written consent.

20. W
arranty . Unless otherwise specified, the warranties contained in the Agreement begin after acceptance has occurred.

a. VEN
DOR warrants that all Products and Services furnished
hereunder will conform to the requirements of the Agreement (including all descriptions, specifications and drawings made a part hereof).
b. All warranties, including special warranties specified elsewhere herein, shall inure to City, its successors and assigns, and any users of the Products or Services.

21. S
amples .

a. Not used.

22. N ewly Manufactured Products . Not used.

23. P
acking and Shipment.

a. Not used.

24. Tr ansportation Costs and Other Fees or Expenses . Not used.

25. I
nspection, Acceptance and Rejection.

a. VENDOR and its subcontractors shall provide and maintain a quality assurance system covering Products and Services under the Agreement. VENDOR will keep records per Article 5.
b. All Products may be subject to inspection and test by City or its authorized representatives.
c. Not used.
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d. All Products may be subject to final inspection, test and acceptance by City, notwithstanding any payment or other inspection. e. City shall give written notice of rejection of Products delivered or Services performed within a reasonable time after receipt of such Products or performance of such Services. Such notice of rejection will state the respects in which the items do not substantially conform to their specifications. If City does not provide such notice of rejection within thirty (30) days of delivery, unless otherwise specified in the Agreement , such Products and Services will be deemed to have been accepted. Acceptance shall not be construed to waive any warranty rights that City might have at law or by express reservation in the Agreement with respect to any nonconformity, or any other rights provided by law.

26. C
ompliance With Statutes and Regulations . VENDOR covenants that in the performance of the Agreement it will comply with all applicable statutes, rules, regulations and orders of the United States, the State and City, and shall defend, indemnify and hold the City harmless against any loss, cost, damage or liability by reason of VENDOR’s violation of this provision.

27. N
ational Labor Relations Board Certification. VENDOR swears under penalty of perjury that no more than one final, unappealable finding of contempt of court by a federal court has been issued against VENDOR within the immediately preceding two- year period because of VENDOR’s failure to comply with an order of the National Labor Relations Board.

28. C
ovenant Against Gratuities . VENDOR warrants that no gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by VENDOR, or any agent or representative of VENDOR , to any officer or employee of City with a view toward securing the Agreement or securing favorable treatment with respect to any determinations concerning the performance of the Agreement. For breach or violation of this warranty, City shall have the right to terminate the Agreement, either in whole or in part, and any loss or damage sustained by City in procuring on the open market any items which VENDOR agreed to supply shall be borne and paid for by VENDOR. The rights and remedies of City provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or in equity.

29. A
mendments . This Agreement may be amended or modified only by written agreement signed by both parties.

30. Va lidity . 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.

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31. Governing Law. This Agreement shall be deemed to have been executed in the County of San Mateo, California. The formation, interpretation and performance of this Agreement shall be governed by the laws of the State of California, excluding its conflict of laws rules. Any suit or action initiated by either party shall be brought in the County of San Mateo, California unless the parties agree otherwise in a written amendment to this Agreement.

32. M
ediation. Should any dispute arise out of this Agreement, the parties shall meet in mediation and attempt to reach a resolution with the assistance of a mutually acceptable mediator. Neither party shall be permitted to file legal action without first meeting in mediation and making a good faith attempt to reach a mediated resolution. The costs of the mediator, if any, shall be paid equally by the parties. If a mediated settlement is reached neither party shall be deemed the prevailing party for purposes of the settlement and each party shall bear its own legal costs.

33. C
onflict of Interest . VENDOR represents and warrants that it presently has no interest, and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of work and services required under this Agreement . Without limitation, VENDOR represents to and agrees with CITY that VENDOR has disclosed any potential conflict of interest, and will have no future conflict of interest, in providing CITY services hereunder, including but not limited to, any interest (financial, share ownership, shared management, shared directors, or reporting responsibilities) VENDOR may presently have, or will have in the future, with respect to any other person or entity (including but not limited to potential VENDORs, consultants, contractors, or regulatory agency) which may have an interest in the subject matter of the Services.

34. Su
bmission of Bid . Pursuant to Government Code Sections 4552, 4553, and 4554, the following provisions are incorporated herein.

a. I
n submitting a bid to City, VENDOR offers and agrees that if the bid is accepted, it will assign to City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. 15) or under the Cartwright Act (Chapter 2, commencing with Sect ion 16700, of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of products , material, or services by the VENDOR for sale to City pursuant to the solicitation.

Such assignment shall be made and become effective at the time City tenders final payment to the VENDOR.
b. If City receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal 27 194
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costs incurred and may, upon demand, recover from City any portion of the recovery, including treble damages, attributable to overcharges that were paid by the assignor but were not paid by City as part of the bid price, less the expenses incurred in obtaining that portion of the recovery.
c. Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for which the cause of action arose and i. T he assignee has not been injured thereby, or
ii. The assignee declines to file a court action for the cause of action.

35. Co
nfidentiality . Any information, whether proprietary or not, made known to or discovered by VENDOR during the performance of or in connection with the Agreement for City, will be kept confidential and not be disclosed to any other person. As allowed by law, either Party will immediately notify the other Party in writing if it is requested to disclose any information made known to or discovered by during the performance of or in connection with the Agreement. These confidentiality provisions and limitations shall remain fully effective indefinitely after VENDOR’s completion of the Agreement.

36. W
aiver of Default . Waiver of any default by either party to this Agreement shall not be deemed to be waiver of any subsequent default. Waiver or breach of any provision of this Agreement shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of this Agreement unless this Agreement is modified as provided below.

37. E
ntire Agreement. This Agreement, including Exhibits A, B C, D, E and F, comprises the entire Agreement.

38. Co
nflicting Provisions . In the case of any discrepancy or ambiguity between this Agreement and Exhibits A, B, C, D, E, and F hereto, the provisions of this Agre ement shall take precedence over any conflicting provision contained in any of those Exhibits.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written by their respective officers duly authorized in that behalf.

CITY OF FOSTER CITY

Dated: ______
___________________________
Richa Awasthi, Mayor
(for contracts $50,000 or more)

ATTEST:

Dated: ______
__________________________
Priscilla Schaus, City Clerk

APPROVED AS TO FORM

Dated:

Benjamin Stock, City Attorney

VENDOR

Dated:

Mitch Bradley, SVP Sales & Marketing
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EXHIBIT A

SCOPE OF WORK and SCHEDULE
FOR

SOFTWARE AND DEPLOYMENT SERVICES FOR CMMS

Services Scope of Work is detailed in Addendum B.

Scope of Services and Deliverables:

1. Provide access and Annual Subscription to Cartegraph OMS Platform

2. Provide professional services to help configure Cartegraph OMS Platform

3. Provide professional services to migrate files from our current system (custom- built) to Cartegraph OMS Platform

4. Provide Training to administrators and end users

Project Schedule

Project to begin upon the effective date and Tasks 2, 3 and 4 should last no more than 12 months from that date. Task 1 shall commence upon the effective date in the Master Agreement Investment Summary and shall expire in one year. 30 197
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EXHIBIT B

VENDOR’S FEES and PAYMENT MILESTONES

Summary

Itemized Fees

OMS Plus $12,732.44
Facilities Domain $4,129.44
Parks and Recreation Domain $1,720.60
Water Distribution Domain $4,129.44
OMS Users (20) $10,000.00
Implementation Services $45,600.00 (one time cost)
Total $78,311.92

Project Payment Schedule

Milestone
Amount of Payment
Upon Agreement Execution $32,711.92
Per Invoicing Schedule $45,600.00

Implementation Services Invoicing
Upon acceptance of this Master Agreement, invoicing for the Solution Services shall occur as follows:

• 25% upon execution of this Agreement.
• 25% at the completion of the assessment/delivery, or 3 months from execution of this Agreement, whichever is sooner.
• 25% at the completion of the test deployment, or 4 months from execution of this Agreement, whichever is sooner.
• 25% at the completion of production deployment, or 6 months from execution of this Agreement, whichever is sooner.

• All payments are due Net 30 days from date of invoice. • All payments are to be in U.S. Dollars ($USD).
• For customers within the United States, any applicable taxes required at the time of invoice will be determined based on the laws and regulations of the taxing authority(s) governing the "Customer Address" identified herein. 31 198
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EXHIBIT C
ADDITIONAL TERMS and CONDITIONS

1. TERM.

The term of this Agreement shall begin upon the execution of an initial Purchase Agreement under this Agreement and, unless earlier terminated as permitted herein, shall continue for the period of time specified in that Purchase Agreement (“Initial Term”). The execution of any subsequently added Purchase Agreement under this Agreement shall not extend the Initial Term unless otherwise expressly stated in that Purchase Agreement. Unless otherwise stated in an applicable Purchase Agreement under this Agreement, the Initial Term of this Agreement shall automatically renew for until either party provides the other party with 60-day written notice of termination of this Agreement.

2. SOLUTIONS.

2.1 Functionality.

The Solutions will include the functionality described in the applicable Purchase Agreement or Addendum for each Solution. Cartegraph may from time to time update, change, or revise the functionality of the Solutions, provided the functionality of the Solutions is not materially decreased from that described in the applicable Purchase Agreement or Addendum to a Purchase Agreement.

2.2 Subscription.

Subject to the terms and conditions of this Agreement, during the term of this Agreement Cartegraph will provide Customer with a non-exclusive, non-transferable, and non-sublicensable subscription to allow employees and independent contractors of Customer (“Users”) to access and use the Solutions, solely for purposes of Customer’s own internal use and operations. If Customer has purchased a per-user subscription, as indicated in the applicable Purchase Agreement, only the finite number of subscriptions indicated in each applicable Purchase Agreement have been purchased by Customer and only that finite number of Users may access and use the Solutions at any given time. If Customer has purchased an unlimited subscription, as indicated in the applicable Purchase Agreement, all Users associated with Customer are permitted to access and use the Solutions at any given time. In either case, the subscription applies only to the Users and does not allow access to or use of the Solutions by any affiliated entities or organizations, or any other entity unless approved in advance by Cartegraph in writing.

2.3 Access.

Customer may access the Solutions solely through the account established for Customer (an “Account”). Customer will be permitted to establish user identifications and passwords through which individual Users may access the Solutions through Customer’s Account (“User IDs”). Each User ID is issued to a specific User and may be used only by that User. Customer will ensure that all information about each User provided to Cartegraph in connection with establishing each User ID is accurate and 32 199
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complete and will maintain that information as accurate and c omplete throughout the term of this Agreement. Customer is and will remain solely responsible for all use of the Solutions by any User and for compliance by each User with the applicable terms of this Agreement. If Customer authorizes an independent contractor or consultant as a User, in addition to being responsible for such independent contractor’s or consultant’s actions as a User, Customer shall also require such independent contractor or consultant to agree to terms at least as protective of the Solutions as those contained in this Agreement prior to being granted access to the Solutions. Customer will ensure the security and confidentiality of each User ID and will use commercially reasonable efforts to prevent unauthorized access to or use of the Solutions. Customer will notify Cartegraph promptly of any such unauthorized access or use of the Solutions or if any User ID is lost, stolen, or otherwise compromised. Customer acknowledges that Customer is and will remain fully responsible for all costs, fees, liabilities, or damages incurred through any access to or use of the Solutions through Customer’s Account or by any User (whether lawful or unlawful) and that any Services used or transactions facilitated through Customer’s Account or under any User ID will be deemed to have been completed by Customer. In no event will Cartegraph be liable for the foregoing obligations or any failure by Customer to fulfill such obligations.

2. 4 Restrictions.

The Solutions, the software, hardware, databases, and other technology used by or on behalf of Cartegraph to provide the Solutions (the “Cartegraph Technology”), and their structure, organization, and underlying data, information, and source code, constitute valuable trade secrets of Cartegraph and its licensors. As a condition to the use of and access to the Solutions, Customer will not, and will not permit any User or other third party to: (a) access or use the Solutions except as expressly permitted by this Agreement; (b) access or use the Cartegraph Technology directly, except through the Solutions as expressly provided in this Agreement; (c) use the Solutions in any unlawful or illegal manner or in any other manner that could damage, disable, overburden or impair the Cartegraph Technology; (d) use automated scripts to collect information from or otherwise interact with the Cartegraph Technology; (e) alter, modify, reproduce, create derivative works of the Cartegraph Technology; (f) distribute, sell, resell, lend, loan, lease, license, sublicense, transfer, or otherwise make available the Solutions or any of Customer’s rights to access or use the Solutions or any Service to any third party; (g) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or method of operation of or any trade secrets embodied in the Cartegraph Technology; (h) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Cartegraph Technology; (i) use the Cartegraph Technology for purposes of monitoring their availability, performance or functionality, or for any other benchmarking, business intelligence, data mining, or competitive purposes; or (j) interfere in any manner with the operation or hosting of the Cartegraph Technology.

2. 5 Third Party Offerings.
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Customer agrees and acknowledges that certain portions of the Solutions may be provided by third-party providers (“Third-Party Offerings”). Customer’s access to and use of any Third-Party Offering is also subject to any other agreement separate from this Agreement that Customer may enter into (or may have entered into) relating to those Third-Party Offerings (“Third Party Terms”). In addition to the terms of this Agreement, access to and use of each Third-Party Offerings is also subject to the terms and conditions of any Third-Party Terms applicable to that Third-Party Offering. Except as set forth in this Agreement, any applicable Third-Party Terms will control in the event of a conflict between the terms of this Agreement and those Third-Party Terms. Except as expressly set forth in any Third-Party Terms, You are granted no licenses or rights, whether by implication, estoppel, or otherwise, in or to any Third Party Offerings.

3. SERVICES.

If Customer enters into a Purchase Agreement, including any applicable Addendum specifying any of the following Services, Cartegraph will use commercially reasonable efforts to provide those Services to Customer during the term of this Agreement. All such Services are provided subject to the terms and conditions of this Agreement.

Cartegraph has no obligation to provide any of the following Services unless specified in a Purchase Agreement or Addendum to this Agreement.

3.1 On-Site Installation Services.

Cartegraph will provide Customer with deployment and installation Services for the Solutions if indicated in a Purchase Agreement (“On-Site Installation Services”). On-Site Installation Services will be subject to scheduling in cooperation with Customer.

Customer will provide all equipment and hardware stated in such Purchase Agreement, and any additional equipment and hardware reasonably necessary for the operation of the Solutions. Customer shall be responsible for maintaining the equipment and hardware, which shall include providing sufficient resources (e.g., electricity, HVAC, or other resources) necessary for the equipment and hardware to properly operate.

Cartegraph’s warranties and indemnification obligations contained in this Agreement shall be limited to the extent that such obligation arises from Customer’s equipment and hardware. Customer shall coordinate with Cartegraph to provide Cartegraph with the level of access to the equipment and hardware to perform On-Site Installation Services and any other Services as specified in a Purchase Agreement. If no level of access is specified in a Purchase Agreement, then all access by Cartegraph to the equipment and hardware shall be remote access. Unless otherwise specified in a Purchase Agreement, Cartegraph shall have no obligation to perform the On-Site Installation Services, or any other Services, on Customer’s premises. If Cartegraph determines that it is necessary to perform any Services on Customer’s premises, Cartegraph shall first receive approval from Customer prior to performing such Services on Customer’s premises.

Cartegraph shall have no responsibility to Customer for any liability to the extent that such liability arises from Customer’s failure to provide Cartegraph sufficient or timely access to the equipment or hardware. Customer understands that Customer does not receive any rights to the Cartegraph Technology separate and apart from Customer’s right to access the Solutions installed on-site by Cartegraph as described in this 34 201
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Agreement. If Customer requires additional rights to access the Solutions, Customer shall obtain Cartegraph’s prior written consent. Upon termination or expiration of this Agreement, Customer will immediately either return to Cartegraph or, at Cartegraph's discretion, destroy any Cartegraph Technology then in Customer’s possession or control and certify in writing signed by an officer of Customer that it has fully complied with the foregoing obligations.

3.2 Support Services.

Cartegraph will provide Customer with support Services for the Solutions as specified in Addendum A if such Addendum is attached to a Purchase Agreement (“Support Services”).

3.3 Field Services.

Cartegraph will provide Customer with the field implementation Services for the Solutions as specified in Addendum B if such Addendum is attached to a Purchase Agreement (“Field Services”). Field Services will be subject to scheduling in cooperation with Customer.

3.4 Data Services.

Cartegraph will provide Customer with the data collection Services for the Solutions as specified in Addendum C if such Addendum is attached to a Purchase Agreement (“Data Services”). Data Services will be subject to scheduling in cooperation with Customer.

3.5 Professional Services.

Cartegraph will perform any additional professional Services relating to the Solutions (“Professional Services”) if specified in any written statement of work mutually agreed to by both parties under this Agreement. Cartegraph will perform all Professional Services at the rates for those Professional Services set forth in each applicable statement of work, or, if no rates are set forth in an applicable statement of work, at Cartegraph’s then-current rates for those Professional Services. Professional Services shall be performed during the working hours stated in the statement of work applicable to those Professional Services, or, if no working hours are stated, the Professional Services will be provided during the hours of 7:00 a.m. to 7:00 p.m., Central Standard or Central Daylight Time, whichever is applicable, Monday through Friday excluding holidays.

4. SOFTWARE.

Cartegraph may provide Customer with software in connection with the Solutions (“Software”). Unless any Software provided by Cartegraph in connection with the Solutions is subject to a license or other agreement separate from this Agreement that Customer has entered into (or may enter into) with Cartegraph (a “Software License Agreement”), Cartegraph grants Customer a limited, non-exclusive, non-transferrable, non-assignable, license solely to install and execute the Software in accordance with the instructions provided by Cartegraph for Customer’s own internal use and operations in connection with Customer’s access to and use of the Solutions. Except as expressly 35 202
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set forth in the foregoing sentence (or any applicable Software License Agreement), Customer is granted no licenses or rights, whether by implication, estoppel, or otherwise, in or to any Software, and Customer may not modify, reproduce, perform, display, create derivative works from, republish, post, transmit, transfer, sell, distribute, or in any way exploit any Software without the prior written permission of Cartegraph.

Except as set forth in this Agreement, the terms of any Software License Agreement will control in the event of a conflict between the terms of this Agreement and that Software License Agreement. Customer agrees that use of the Software is limited as described in the Purchase Agreement, as either: (1) Browser Based User – Each browser-based User is defined by User ID; or For Server Software – One copy of Software for each server. Customer agrees that Cartegraph may audit Customer’s Software usage remotely or on-site upon reasonable notice and during standard business hours.

Prevention of audit by Customer may be grounds for termination of this Agreement.

Cartegraph and its licensors will not be responsible to Customer for loss of use of any Software or for any other liabilities arising from alterations, additions, adjustments, or repairs which are made to any Software by Customer or other third parties. Cartegraph reserves the right to terminate the licenses granted to any Software or any Services provided in connection with that Software upon written notice to Customer if any such alteration, addition, adjustment, or repair adversely affects Cartegraph’s ability to render Services.

5. FEES AND PAYMENT.

5.1 Fees.

Customer agrees to pay Cartegraph all fees specified in any Purchase Agreement and as otherwise specified in this Agreement (“Fees”).

5.2 Payment.

All Fees will be invoiced in advance in accordance with the terms applicable to such Fees. If no terms for an applicable Fee are set forth in the applicable Purchase Agreement, such Fees will be invoiced on a monthly basis following the end of the month in which they were incurred. All Fees as set forth on each invoice issued by Cartegraph under this Agreement will be due and payable by Customer in immediately available U.S. funds within 30 days of the date of invoice. If Customer has not made payment within 60 days of the date of invoice, Customer shall be in default. Customer’s default will constitute sufficient cause for Cartegraph to suspend Customer’s access to the Solutions or any Services upon notice to Customer. All Fees will be non-refundable once paid to Cartegraph (including upon any termination or suspension of this Agreement). Until paid in full, all past due amounts will bear an additional charge of the lesser of 1½% per month or the maximum amount permitted under applicable law.

Customer will be responsible for all use, sales, and other taxes imposed on the Services provided under this Agreement.

5.3 Taxes.

The Fees do not include any local, state, provincial, federal, or foreign taxes, levies, assessments, duties, or other governmental charges of any kind or nature, including, 36 203
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without limitation, any value-added tax (VAT), stamp or other similar tax, social security (or local equivalent), state or regional tax, or income or other federal tax (“Taxes”).

Customer is responsible for paying all Taxes that may be imposed by way of the performance of either party under this Agreement, excluding only Taxes based on Cartegraph's net income. If Cartegraph is found or deemed to have a legal obligation to pay or collect any Taxes for which Customer is responsible under this Agreement, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Cartegraph with a valid tax exemption certificate authorized by the appropriate taxing authority.

5. 4 Fee Increases.

Following the first year of the Agreement, Cartegraph may increase the Fees applicable to Customer to the then-current prices by providing notice of such increase of at least 60 days . If after receiving such notice Customer wishes not to continue the Agreement, Customer must provide written notice to Cartegraph of Customer’s intent not to renew this Agreement with at least 60 days’ notice of termination.

5. 5 Expenses.

Customer shall reimburse Cartegraph for reasonable expenses incurred during the provision of Services. Reasonable expenses include, but are not limited to, travel, lodging, and meals. Expenses are billed based on actual costs incurred. Estimated expenses shall be included in each Purchase Agreement. Cartegraph shall not exceed the estimated expenses without written approval from Customer. 6 . TERMINATION.

6.1 Termination for Cause.

Either party may terminate this Agreement immediately upon notice to the other party if the other party: (a) materially breaches this Agreement and fails to remedy such breach within 10 (ten) calendar days after receiving notice of the breach from the other party; (b) materially breaches this Agreement in a manner that cannot be remedied; or (c) commences bankruptcy or dissolution proceedings, has a receiver appointed for a substantial part of its assets, or ceases to operate in the ordinary course of business.

6. 2 Service Discontinuance.

If Cartegraph at any time discontinues offering any Solutions or any Services to new customers, Cartegraph will give Customer reasonable advance notice of such discontinuation. Upon such date of discontinuation, Cartegraph will have the right to terminate this Agreement as to those Solutions or Services upon notice to Customer. As of the date of termination, Cartegraph will credit to Customer, on a pro-rated basis, any pre-paid Fees under this Agreement and Cartegraph shall have no further obligation to provide the Solutions or any Service under this Agreement.

6. 3 Suspension.

Without limiting Cartegraph’s right to terminate this Agreement, Cartegraph may suspend Customer’s access to the Solutions or any Services upon notice to Customer 37 204
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following any breach of this Agreement if deemed reasonably necessary by Cartegraph to prevent any damage, injury, or harm to Cartegraph, the Cartegraph Technology, any other Cartegraph customer, or any third party.

6.4 Effect of Termination.

All Purchase Agreements shall terminate immediately upon termination of this Agreement. Upon termination or expiration of this Agreement for any reason, and following any applicable Transition Period: (a) Cartegraph may cease providing access to all Solutions and Services under this Agreement; (b) all subscriptions and other rights and licenses granted to Customer under this Agreement will terminate; (c) Customer will immediately cease all use of and access to all Solutions and Services; (d) all Fees and other amounts then owed by Customer under this Agreement will become immediately due and payable to Cartegraph; (e) Customer will immediately either return to Cartegraph or, at Cartegraph's discretion, destroy any Cartegraph Data and Cartegraph Confidential Information (each as defined below) then in Customer’s possession or control; and (f) Cartegraph will either return to Customer or, at Customer's discretion, destroy any Customer Data and Customer Confidential Information) then in Cartegraph’s possession or control. The following Sections will survive termination or expiration of this Agreement for any reason: 5 (Fees and Payment), 6.4(Effect of Termination), 7 (Ownership), 10 (Disclaimer), 12 (Limitation on Liability), 14 (Confidentiality), 16 (Non-Solicitation), 18 (Notice), and 19 (Additional Terms).

6.5 Transition Services.

Except in the case of a termination under Section 6.1 by Cartegraph, at any time prior to the effective date of any termination or expiration of this Agreement, Customer may request that Cartegraph continue to provide Customer with any Services then provided under this Agreement for purposes of transitioning and migrating Customer off of the Solutions (“Transition Services”). Upon such request, the parties will develop a mutually agreed to transition plan describing the Transition Services and each party’s respective obligations in connection with the transition and migration of Customer off of the Solutions (“Transition Plan”). Cartegraph will provide the Transition Services for the period agreed to in the Transition Plan, such period not to exceed 180 days following termination or expiration of this Agreement (the “Transition Period”). Customer will compensate Cartegraph for all Transition Services at rates specified in the Transition Plan or, if no rates are agreed upon by the parties prior to the performance of the Transition Services, at Cartegraph’s then current rates for the Services. All Transition Services will otherwise be subject to the terms of this Agreement.

7. OWNERSHIP.

Cartegraph retains all right, title, and interest in and to the Solutions, Cartegraph Technology, Cartegraph Data, any additions, improvements, updates, new versions, or other modifications thereto created by either party, whether or not through the Services, alone, jointly, or with any third party, and all IPR (as defined below) therein and related thereto. Customer does not receive any ownership interest in or to any of the foregoing, and no right or license is granted to Customer to use any of the foregoing apart from 38 205
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Customer’s right to access and use the Solutions under this Agreement. Customer will per
form all acts reasonably necessary to assist Cartegraph in perfecting and defending Cartegraph’s ownership interest in any of the foregoing. Without limiting the foregoing, Customer agrees to and does hereby make all assignments necessary to provide Cartegraph with the ownership rights set forth in this Section. All names and logos associated with the Solutions and other Services are trademarks of Cartegraph (or its third-party providers) and no right or license is granted to Customer to use them. Any rights not expressly granted to Customer hereunder are reserved by Cartegraph.

Customer will not remove or alter any proprietary rights legend on the Solutions, Cartegraph Technology, or Cartegraph Data. For purposes of this Agreement, “IPR” means any and all intellectual property and other proprietary rights throughout the world, including, all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, rights in data and databases, and contract rights. 8 . DATA.

8.1 Customer Data.

As between Customer and Cartegraph, Customer retains ownership of all data, information, and other content provided to Cartegraph or through the Solutions by or on behalf of Customer (“Customer Data”). Customer is responsible for all Customer Data, including the accuracy, quality, integrity, legality, reliability, and appropriateness thereof.

Customer will obtain and maintain all authorizations, approvals, permissions, and other rights necessary for Cartegraph to use and process all Customer Data in the performance of the Services and any other obligations of Cartegraph under this Agreement. Customer will maintain an adequate back-up of all Customer Data and, except for any express obligations of Cartegraph to maintain back-up copies of Customer Data, Cartegraph will not be responsible or liable for any deletion, correction, destruction, damage, loss, or failure to store or back-up any of Customer Data.

8. 2 Cartegraph Data.

As between Cartegraph and Customer, Cartegraph retains ownership of all data, information, and other content provided to Customer through the Solutions and the other Services, excluding any Customer Data (“Customer Data”). Subject to the terms of this Agreement, Customer may access the Cartegraph Data without modification solely for Customer’s own internal business purposes in connection with Customer’s use of and access to the Solutions. Cartegraph uses commercially reasonable measures to ensure the accuracy and reliability of all Cartegraph Data, but except as expressly provided herein Cartegraph will not be responsible for any erroneous data, information, or content provided through the Solutions. Except as expressly provided in this Agreement, Customer is granted no rights in or to the Cartegraph Data.

8. 3 Data Security.

Cartegraph shall establish and maintain during the term an information security policy providing for reasonable administrative, technical, physical safeguards and security measures designed to protect against the unintended or unauthorized destruction, loss, alteration, or access of any Customer Data in the possession or control of Cartegraph, 39 206
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which safeguards and measures are compliant with applicable federal, state, provincial, or local laws, rules, and regulations (“Laws”). Customer will establish and maintain during the term reasonable and appropriate administrative, technical, and physical safeguards and security measures designed to protect against the unintended or unauthorized destruction, loss, alteration, or access of any Cartegraph Data in the possession or control of Customer, which safeguards and measures are consistent with applicable Laws. Each party will promptly notify the other party of any data security breach or similar incident that has, or might have, compromised the privacy or security of any Customer Data or, in the case of Customer, any Cartegraph Data in the possession or control of such party. Each party will indemnify and hold harmless the other party from and against any damages or losses asserted against or incurred by the other party arising out of or related to a breach of a party’s data security obligations.

8.4 Data Privacy.

Cartegraph may use and disclose data and information collected through the operation of the Solutions solely as described in this Agreement and in Cartegraph’s then-current privacy policy applicable to the Solutions. Notwithstanding anything to the contrary in the privacy policy, Cartegraph will have the right to collect and analyze non-personal information (data or information that does not identify an entity or natural person as the source thereof) resulting from Customer’s access to and use of the Solutions. To the extent any such non-personal information is collected or generated by Cartegraph, the data and information may be used by Cartegraph, or its permitted service providers, for any lawful business purpose, provided that the data and information is used only in an aggregated form, without directly identifying Customer, or any other User, as the source thereof.

9. REPRESENTATIONS AND WARRANTIES.

9.1 General.

Each party represents, warrants, and covenants to the other party that: (a) it has and will continue to have during the term hereof, all rights, power, and authority necessary to enter into this Agreement and perform all of its obligations under this Agreement; (b) the performance of its obligations under this Agreement does not and will not violate any Law applicable to such party’s performance, any rights of any third party, or any agreement by which such party is bound; and (c) it will procure all rights, certificates, licenses, permits, or other approvals required for its performance under this Agreement.

9.2 Performance.

During the term of this Agreement, Cartegraph represents and warrants to Customer that Cartegraph will use commercially reasonable efforts to maintain and verify that the Solutions operate in accordance with the applicable documentation for the Solutions provided to Customer by Cartegraph and in accordance with any other levels of performance specified in this Agreement or applicable Purchase Agreement.

Cartegraph’s sole obligation and Customer’s sole and exclusive remedy in the event of any failure of the Solutions to comply with any such performance levels will be for Cartegraph to, at its option: (a) remedy the failure or re-perform the affected Services; 40 207
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or (b) refund Customer the portion of any Fees applicable to the portion of the Solutions subject to the failure.

9.3 Non-Infringement.

Cartegraph represents and warrants to Customer that the use by Customer of the Solutions during the term and in accordance with this Agreement (the “Covered Services”) will not infringe any third party U.S. patent or copyright or misappropriate any third party trade secret in existence under any Laws of any state within the U.S. As Cartegraph’s sole obligation and Customer’s sole and exclusive remedy for of any failure by Cartegraph to comply with the foregoing sentence, Cartegraph will defend Customer against any such failure as set forth in the Indemnity Provisions of the Agreement.

10. DISCLAIMER.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SOLUTIONS

AND ALL SERVICES UNDER THIS AGREEMENT, AND ALL CARTEGRAPH DATA

PROVIDED THROUGH THE SOLUTIONS OR THOSE SERVICES, ARE PROVIDED TO CUSTOMER STRICTLY “AS IS” AND “AS AVAILABLE” AND CARTEGRAPH AND

ITS PROVIDERS EXPRESSLY DISCLAIM, AND CUSTOMER DISCLAIMS ANY

RELIANCE ON, ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY

KIND WITH REGARD THERETO OR TO ANY OTHER SUBJECT MATTER OF THIS

AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING,

WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR

PURPOSE, MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AVAILABILITY OR ERROR-FREE OPERATION. NO ORAL OR WRITTEN INFORMATION OR ADVICE

GIVEN BY CARTEGRAPH, ITS EMPLOYEES, DISTRIBUTORS, DEALERS, OR

AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES

IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT.

11. Not Used.

12. LIMITATIONS ON LIABILITY.

IN NO EVENT WILL CARTEGRAPH OR CUSTOMER BE LIABLE FOR ANY

INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL

DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER

IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR

OTHERWISE), ARISING IN ANY WAY IN CONNECTION WITH OR OUT OF THIS

AGREEMENT, INCLUDING THE USE OF OR ACCESS TO THE SOLUTIONS OR ANY

SERVICES OR THE CARTEGRAPH TECHNOLOGY (OR ANY CARTEGRAPH DATA),

EVEN IF CARTEGRAPH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH

DAMAGES, INCLUDING ANY LOSS OF DATA, OPPORTUNITY, LOSS OF

REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE SERVICES. EXCEPT FOR CARTEGRAPH’S DEFENSE AND INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, CARTEGRAPH’S TOTAL 41 208
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CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, THE SO

LUTIONS, AND ALL SERVICES PROVIDED UNDER THIS AGREEMENT,

WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE FEES PAID TO CARTEGRAPH HEREUNDER IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING CAUSE TO SUCH LIABILITY.

CUSTOMER AGREES THAT THE FEES REFLECT THE ALLOCATION OF RISK SET

FORTH IN THIS AGREEMENT AND ACKNOWLEDGE THAT CARTEGRAPH WOULD

NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR

CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED,
CARTEGRAPH’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

13. N
ot Used.
1 4. CONFIDENTIALITY.

14.1 Protection.

The parties expect to share information with each other related to the business and activities identified in this Agreement (“Purpose”). Each party (the “Receiving Party”) may from time to time receive or otherwise obtain data or information regarding the business, finances, services, or technology of the other party (the “Disclosing Party”), including, without limitation, technical, advertising, marketing, sales, financial, pricing, employee, customer, and planning information, or any other information that by its very nature the Receiving Party should know is confidential (“Confidential Information”). The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement and will disclose the Confidential Information of the Disclosing Party only to the employees or permitted contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information in the same manner as the Receiving Party protects its own confidential information of a similar nature and with no less than reasonable care.

14. 2 Confidential or Proprietary Information.

Confidential Information means all trade secrets or proprietary information conveyed by one party to the other as defined below. Each party will hold in confidence, and will not disclose to any unauthorized personnel, any Confidential Information of the other party.

Each party will use such Confidential Information only for the Purpose for which it is intended. Each party deems all software and related documentation provided by the other party to be Confidential Information.

For
purposes of this Agreement, “Confidential Information” means any data or information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to: (i) any marketing strategies, plans, financial information, or 42 209
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projections, operations, sales estimates, business plans and performance results r
elating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; AND (a) any information marked “Confidential” or “Proprietary” or the like; and (b) any other information that should reasonably be recognized by Receiving Party as Confidential Information of the Disclosing Party.

Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information.

I
nformation which is orally or visually disclosed by one party to the other, or is disclosed in writing without an appropriate letter, proprietary stamp or legend, will constitute Confidential Information of the releasing party if: (a) it would be apparent to a reasonable person, familiar with the business of the releasing party and the industry in which it operates, that such information is of a confidential or proprietary nature; or (b) The releasing party, within thirty (30) days after such disclosure, delivers to the receiving party a written document describing such information and referencing the place and date of such oral, visual, or written disclosure, and the names of receiving party personnel to whom such disclosure was made.

E
ach party agrees not to use any confidential or proprietary information received by it under this Agreement for any purpose other than the Purpose. Except as otherwise permitted hereunder, each party agrees not to disclose any Confidential Information received by it under this Agreement to any third party, corporation, or other entity without the prior written consent of the other party and shall limit its disclosure to its employees having a need to know such information. Each party will adopt and maintain programs and procedures which are reasonably calculated to protect confidential or proprietary information and will be responsible to the other party for any unauthorized disclosure or misuse of confidential or proprietary information which results from a failure to comply with this provision. Each party will promptly report to the other party any actual or suspected violation of the terms of this Agreement and will take all reasonable further steps requested by and at the expense of the offended party to prevent, control, or remedy any such violation.

14. 3 Limitation on Obligations.

The Receiving Party’s obligations with respect to any Confidential Information of the Disclosing Party will terminate if such information: (a) was already lawfully known to the Receiving Party as of the Effective Date; (b) is disclosed to the Receiving Party after the Effective Date by a third party who had the right to make such disclosure without any confidentiality restrictions; or (c) is, or through no fault of the Receiving Party becomes, generally available to the public. The Receiving Party may disclose the Confidential Information of the Disclosing Party if compelled or required to do so by a court of 43 210
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competent jurisdiction or other governmental entity having jurisdiction over the Receiving Party, provided that the Receiving Party provides the Disclosing Party with notice of such requirement and provides reasonable assistance to the Disclosing Party in any attempts to contest such disclosure or obtain a protective order or other applicable limitation with respect to such disclosure. In any event, the Receiving Party will be entitled to receive payment of its expenses and costs actually incurred in responding to such disclosure request and will disclose only such portion of any Confidential Information as it is legally compelled or required to disclose.

14.4 Ownership of Software and Intellectual Property.

Each party is, and will remain, the exclusive owner, or is the authorized agent of the owner, of its software and other Confidential Information. All patent, copyright, trade secret, trademark, and other intellectual property rights remain solely with the party. No license or conveyance of any such rights to the other party is granted or implied under this Agreement. Use, examination, reproduction, copying, disassembly, decompilation, transfer, reverse engineering, or disclosure to others, in whole or in part, of a party’s software is strictly prohibited except as provided for under this Agreement.

14.5 Return of Confidential Information.

The Receiving Party will return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the request of the Disclosing Party or when such Confidential Information is no longer needed in connection with its performance under this Agreement, whichever comes first. At the Disclosing Party’s request, the Receiving Party will certify in writing signed by an officer of the Receiving Party that it has fully complied with the foregoing obligations.

15. Not Used.

16. NON-SOLICITATION.

During the term of this Agreement and for a period of 12 months thereafter, Customer will not, directly or indirectly, for itself or on behalf of or in conjunction with any other third party, solicit, induce, hire, contract with, or engage the employment of an employee of Cartegraph, unless Customer: (1) obtains the prior written consent of Cartegraph, as applicable; and (2) pays Cartegraph as applicable a fee to be mutually agreed upon. If Customer directly employs or contracts with an employee of Cartegraph without the prior written consent of Cartegraph, Customer shall pay as damages 2 times the then yearly salary of the employee in question. The parties acknowledge and agree that the foregoing is not intended as a penalty of any kind but as reasonable and adequate compensation to Cartegraph in the event Customer should directly employ or contract with an employee of Cartegraph without the prior written consent of Cartegraph.

17. Not Used.

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18. NOTICE.

A
ll notices, reports, consents, authorizations, and approvals to be given by a party hereunder will be in writing and will either be via: (1) hand-delivery; (2) reputable overnight mail service; (3) facsimile transmission, provided that an original copy of a transmission will be delivered by some other means permitted under this Agreement; or (4) certified mail, return receipt requested, to the other party at its respective addresses set forth above. All notices will be effective upon receipt (or when delivery is refused), or 3 business days after being deposited in the mail as required above, whichever occurs sooner. Either party may change its address for notice by giving notice of the new address to the other party.
1 9. ADDITIONAL TERMS.

Unless otherwise amended as provided herein, this Agreement will exclusively govern Customer’s access to and use of the Solutions and all Services and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement, or other communication between the parties. Except as expressly set forth in this Agreement, this Agreement may be modified or amended only in writing signed by both parties. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. Neither this Agreement nor any rights or obligations of Customer hereunder may be assigned without the prior written approval of Cartegraph. Any assignment in violation of the foregoing will be null and void.

Cartegraph may assign this Agreement to any party that assumes Cartegraph’s obligations hereunder, including by sale, merger, consolidation, or operation of law or otherwise. Cartegraph may subcontract its obligations under this Agreement, provided that Cartegraph remains responsible for compliance with the applicable terms of this Agreement as to those obligations. The words “include,” “includes” and “including” means “include,” “includes” or “including,” in each case, “without limitation.” All waivers under this Agreement must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. The preprinted terms of a purchase order or any other similar document will not apply to or modify this Agreement. The parties hereto are independent parties, not agents, employees, or employers of the other or joint venturers', and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. Cartegraph provides the Solutions, including related software and technology, for federal government end use as a "Commercial Item" as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Solutions are provided to the Customer with only those restricted rights as provided under the terms and conditions of this Agreement. If a government agency has a need for rights not conveyed under these terms, it must negotiate with Cartegraph to determine if there are 45 212
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acceptable t erms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.
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EXHIBIT D
I

NSURANCE
VENDOR shall provide, in addition to the Certificates of Insurance, blanket Endorsement(s) affecting the coverages specified herein.

This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated Date of Agreement, by and between Vendor Name, hereinafter referred to as " Vendor”, and the City of Foster City, hereinafter referred to as "City", providing for professional services.

1. Ve
ndor's Duty to Show Proof of Insurance. Vendor shall secure and maintain insurance as described below. Vendor shall not perform any work under this Agreement until Vendor has obtained all insurance required under this section and the required certificates of insurance and all requir ed endo
rsements have been filed with the City 's authorized insurance representative, insurance Tracking Services Inc. (ITS). Receipt of evidence of insurance that does not comply with all applicable insurance requirements shall not constitute a waiver of the insurance requirements set forth herein. The required documents must be signed by the authorized representative of the insurance company shown on the certificate. Upon request, Vendor shall supply proof that such person is an authorized representative thereof, and is authorized to bind the named underwriter(s) and their company to the coverage, limits and termination provisions shown thereon, Vendor shall promptly deliver to ITS a certificate of insurance, and all required endorsements, with respect to each renewal policy, as necessary to demonstrate th e
m
aintenance of the required insurance coverage for the term specified herein. Such certificates and endorsements shall be delivered to ITS prior to the expiration date of any policy 1 .1 Insurance Requirements
Commercial General Liability Insurance
C
ommercial General Liability Insurance including, but not limited to, Contractual Liability Insurance (specifically concerning the insurable indemnity provisions of this Agreement with the City ), Products-Completed Operations Hazard, liability for slander, and invasion of privacy arising out of professional services rendered hereunder, Personal Injury (including bodily injury and death), and Property Damage for liability arising out of Vendor's performance of services under this Agreement. Vendor shall ma intain the Products -Completed Operations Hazard coverage for one year following termination of this Agreement. The amount of said insurance coverage required by this Agreement shall be at least one million dollars ($ 1,000,000) each occurrence and two million dollars ($2,000,000) aggregate. *
Please note, the City wi ll require an additional insured endorsement for the Commercial General Liability policy.
☒ B usiness Automobile Liability Insuranc e
A
utomobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering any vehicle and/or all hired and non -owned vehicles used in the performance of Services pursuant to this Agreement with coverage of at least one million dollars ($1,000,000) each accident.
☒ W orkers' Compensation Insuranc e
VEN
DOR shall submit w ritten proof that VENDOR is insured against liability for workers' compensation in accordance with the provisions of section 3700 of the California Labor Code.

VENDOR shall require any Sub contractors to provide workers' compensation for all of t he 47 214
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Subcontractors' employees, unless the Subcontractor s' employees are covered by the insurance afforded by VENDOR . If any class of employees engaged in work or services performed under this Agreement is not covered by California Labor Code section 3700, VENDOR shall provide and/or require each Subcontractor to provide adequate insurance for the coverage of employees not otherwise covered. Vendor shall also maintain employer's liability insurance with limits of one million dollars ($1,000,000) for bodily injury or disease. ☒ P rofessional Liability Insurance
P
rofessional Liability (Errors and Omissions) Insurance, for liability arising out of, or i n c
onnection with, all insurable negligent acts, errors or omissions in connection with services to be
provided under this Agreement, which shall not be less than two million dollars ($2,000,000) aggregate.
1 .2 Self-I nsured Retention
A
ny self-insured retentions in excess of $100,000 must be declared on the Certificate of insurance or other documentation provided to City.
1 .3 Claims-M ade Basis Coverage
I
f any of the insurance coverages required under this Agreement is written on a claims-made basis, Vendor, at Vendor's option, shall either (i) maintain said coverage for at least one (1) year following the termination of this Agreement with coverage extending back to the effective date of this Agreement; (ii) purchase an extended reporting period of not less than one (1) year following the termination of this Agreement; or (iii) acquire a full prior acts provision on any renewal or replacement policy.

2. City as Additional Insured
O
n Vendor's Commercial General Liability policy, the City, its Council members, officers, directors, agents, employees, and volunteers, shall be added as additional insured's, but only with respect to liability arising out of the activities of the named insured. Any endorsement shall be provided using one of the following three options: (i) on ISO form CG 20 10 1 1 85; or (ii) on I
SO form CG 20 37 10 01 plus either ISO form CG 20 10 10 01 or CG 20 33 10 01; or (iii) on s
uch other forms which provide coverage at least equal to or better than form CG 20 10 1 1 85.

3. Insurance terms and conditions:
3 .1 Cancellation of Insurance
T
he above stated insurance coverages required to be maintained by Vendor shall be maintained until the completion of all of Vendor 's obligations under this Agreement except as otherwise indicated herein. Each insurance policy supplied by Vendor shall not be suspended, voided, cancelled or reduced in coverage or in limits except after ten (10) days written notice by Vendor in t
he case of non- payment of premiums, or thirty (30) days written notice in all other cases. This notice requirement does not waive the insurance requirements stated herein. Vendor shall immediately obtain replacement coverage for any insurance policy that is terminated, canceled, non-renewed or upon insolvency of the insurer that issued the policy. 3 .2 All insurance shall be issued by a company or companies admitted to do business in California and listed in the current "Best's Key Rating Guide" publication with a minimum rating of A-; VII Any exception to these requirements must be approved by the City Risk Manager. 48 215
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3 .3 If Vendor is, or becomes during the term of this Agreement, self-insured or a member of a self-insurance pool, Vendor shall provide coverage equivalent to the insurance coverages and endorsements required above.
3 .4 For any Commercial General Liability claims related to the Agreement, the Vendor ’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City , its officers, officials, employees, and volunteers. Any insurance or self - insurance maintained by the City , its officers, officials, or employees, shall be excess of the Vendor’s insurance and shall not contribute with it.
3 .5 Insurance coverages in the minimum amounts set forth herein shall not be construed to relieve Vendor for any liability, whether within, outside, or in excess of such coverage, and regardless of solvency or insolvency of the insurer that issues the coverage; nor shall it preclude the City from taking such other actions as are available to it under any other provision of this Agreement or otherwise in law.
3 .6 Failure by Vendor to maintain all such insurance in effect at all times required by this Agreement shall be a material breach of this Agreement by Vendor. 3 .7 Should any of the required insurance (other than errors and omissions insurance) be provided under a form of coverage that includes a general annual aggregate limit or provides that claims investigation or legal defenses costs be included in such general aggregate limit, such general annual aggregate limit shall be double the occurrence or claims limit specified above. 3 .8 Not used.
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EXHIBIT E
SPECIAL TERMS and CONDITIONS
N
ot used.
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EXHIBIT F
COVID-19 AMENDMENT/ATTACHMENT
(Vendor Agreement Form)
This COVID-19 Amendment/Attachment amends the Agreement between City of Foster City (“City”) and Cartegraph (“Vendor”) dated June 20, 2022.

1. Definitions
A. The 2019 novel coronavirus and the disease it causes are collectively referred to herein as “COVID-19”.

B. A “COVID-19 Condition” is something attributable to COVID-19 not caused by the Vendor (which for purposes herein includes all subcontractors) and beyond its reasonable control including but not limited to COVID-19 Proclamations and supply chain disruptions due to COVID-19, and other circumstances concerning COVID-19 not caused by the Vendor and which are beyond its reasonable control.

C. A “COVID-19 Proclamation” includes but is not limited to orders, directives and guidance concerning COVID-19 that have been issued, and which may be issued from time to time, by public agencies or regulatory bodies, the CDC or OSHA or Cal/OSHA, including without limitation the Cal/OSHA COVID-19 Prevention Emergency Temporary Standards. Vendor acknowledges that those orders, directives and guidance may require the Project to shut down or otherwise increase the Vendor’s cost or time of performance by calling for things such as social distancing and the use of personal protective equipment. In the event of conflicting COVID-19 Proclamations, the Vendor shall follow the most applicable, restrictive and newest COVID-19 Proclamations.

D. An “Unknown COVID-19 Condition” is a COVID-19 Condition the Vendor did not know about, and reasonably should not have known about, as of the date the Vendor submitted its proposal. The requirements contained in COVID-19 Proclamations issued before submission of a proposal are not Unknown COVID-19 Conditions, and the Vendor will be deemed to have knowledge of those requirements.

E. An “Unknown COVID-19 Cost” is a cost that: (i) is solely attributable to an Unknown COVID-19 Condition; (ii) is reasonable and unavoidable under the circumstances; (iii) is not the result of the Vendor’s failure to comply with the contract documents or a COVID-19 Proclamation; and (iv) is not the result of a subcontractors failure to comply with a COVID-19 Proclamation in connection with the performance of the Services.

2. COVID-19 Conditions and Proposal. Vendor is expected to know and is deemed to have known about COVID-19 Conditions when it submits its proposal, and COVID-19 Conditions must be accounted for in the Vendor’s price and schedule. In order to be 52 219
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entitled to any relief from a COVID-19 Condition, the Vendor must demonstrate that the issue, cost or delay is due to an Unknown COVID-19 Condition.

3. Compliance with COVI D-19 Proclamations.

A. Vendor shall comply with COVID-19 Proclamations in the performance of the Services, irrespective of when the COVID-19 Proclamations are issued, and as they pertains to performance of the Services. The cost of such compliance is non- compensable, except as otherwise expressly stated herein.

B. Vendor is responsible to ensure that its subcontractors and suppliers comply with COVID-19 Proclamations at all times in connection with the performance of their Services.

4. Delay. The Vendor is entitled to a reasonable time extension for an Unknown COVID-19 Condition. Such time extension is non-compensable.

5. City Directed Suspension. The City may suspend Services due to COVID-19 health concerns, even though the Vendor may be allowed to proceed with the Services based on COVID-19 Proclamations. The City may suspend the Services for its convenience. The Vendor is entitled to a time extension for a City Directed Suspension, and the contract amount will be equitably adjusted if and to the extent Vendor incurs increased costs that are Unknown COVID-19 Costs.

6. Compensation for COVID-19 Costs. City will reimburse the Vendor for Unknown COVID-19 Costs which are not included in the schedule of values.

7. Safe Work Practices . Vendor shall implement safe work practices recommended by CDC or OSHA or Cal/OSHA, which may include, inter alia, screening all employees, subcontractors, or others (“worker(s)”) at all locations where Services are performed for signs and symptoms of COVID-19; adopting staggered work schedules, e.g., providing alternating workdays or extra shifts, to reduce the total number of employees on a site at any given time and to ensure physical distancing; identifying choke points where workers are forced to stand together, such as hallways and elevators, ingress and egress points, break areas, and buses, and implement policies to maintain social distancing; coordinating deliveries in line with the employer's minimal contact and cleaning protocols; and instituting a rigorous housekeeping program to reduce dust levels at all exterior locations. Vendor remains fully responsible for following and complying with changes to recommended safe work practices from time to time.

8. Monitoring and Reporting. City may require the Vendor to actively monitor the health of its workers through temperature checks and questionnaires of major COVID- 19 symptoms, including but not limited to cough, fever above 100.4 degrees Fahrenheit and shortness of breath. Vendor shall immediately report to City any outbreaks of COVID-19 among its workers. The Vendor shall not knowingly allow any worker who has tested positive with COVID-19 to enter a City building. In the event of an outbreak 53 220
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or an exposure to COVID-19, the City may impose appropriate mitigation strategies which may be in consultation with the public health officer.

9. Conflicts. In the event of an inconsistency between this COVID-19 Amendment and the Agreement, this Addendum shall control.

IN WITNESS WHEREOF, the City and Vendor have executed this Covid-19 Amendment as of the date set forth above.

VENDOR: CITY:
________________________ ____________________________
Signature Signature
________________________ __________________ ____________ Print Name & Title Print Name & Title
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THE CITY OF FOSTER CITY, CALIFORNIA

05/06/2022
Rob Lasky
The City of Foster City, California
610 Foster City Blvd.

Foster City, CA 94404
Dear Mr. Lasky:

Before we dive into software functionality and requirements, I’d like to give kudos to the team at the City of Foster City. In the 24 months or so we’ve been working together, I’ve have been impressed with your passion and dedication to making your community a better place. It is refreshing to work with a team that is forward-thinking, smart, and striving to become a high-performance organization. I’m honored that you’re considering Cartegraph as a partner on that journey.

Over the past 28 years, we have teamed with hundreds of customers, including 36 California-based accounts such as the Cities of Walnut Creek, Burlingame, and San Mateo, to improve their asset management practices and drive results. The enclosed proposal details how we will similarly work with you, delivering tremendous benefits to the City, including the following:
• A 100% GIS-centric solution. Cartegraph and Esri’s powerful ArcGIS platform work seamlessly together, combining your existing GIS web maps and asset inventories with rich operations and asset management functionality. Through this combination, the City will see where things are happening and how information is connected, resulting in increased productivity, data-driven problem solving, smoother operations, and a better experience for your citizens and employees.
• California-based expertise . Our work with more than three dozen California cities, towns, counties, and other entities has provided us with unique insight into challenges that Californians face every day.
• Mobile app designed for easy field use. Accurate and timely field data collection provides greater data quality—improving communication and enabling more timely decisions.

Most importantly, when you partner with Cartegraph, you’re getting an entire company devoted to your success: an experienced implementation team who will learn your processes and share best practices; a support team that gets rave reviews and unmatched first-call resolution; a customer success team who checks in and offers practical advice for continued improvement; and a products team that uses customer feedback to shape every release.

On behalf of my entire organization, thank you for considering a partnership with Cartegraph.

Sincerely,
Dalton Gilbert
Business Development Manager
909.630.2408 | [email protected]
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THE CITY OF FOSTER CITY, CALIFORNIA

RFP FOR A CMMS/EAM SOFTWARE SYSTEM INCLUDING DEPLOYMENT SERVICES Cartegraph Systems LLC. Response
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THE CITY OF FOSTER CITY, CALIFORNIA

TABLE OF CONTENTS
Response to Section 2: System Requirements ................................................................................. 1 General ...................................................................................................................................................... 6 Assets ........................................................................................................................................................ 8 Work Orders ............................................................................................................................................ 10 Reporting ................................................................................................................................................. 12 Mobile Capabilities .................................................................................................................................. 14 Response to Section 3: RFP Submittal Requirements .................................................................... 15

3.1. Requirement A: General .................................................................................................................. 15

3.1.1. Proposed Timeline for Implementation ....................................................................................... 15

3.1.2. Copy of Proposed Maintenance Contract (Including Support Options) ....................................... 18

3.2. Requirement B: Pricing Sheet ......................................................................................................... 19

3.2.1. Upfront Software Licensing/Subscription Cost ........................................................................... 19

3.2.2. Ongoing Annual Maintenance/Subscription Cost ........................................................................ 19

3.2.3. All Project Service Costs (See Section 4) ..................................................................................... 19

3.2.4. Additional Modules/Components Price(s) (Optional) ................................................................... 22 Appendix 1: About Cartegraph ......................................................................................................... 23 Appendix 2: References ................................................................................................................... 25 Appendix 3: Proposed Scope of Work .............................................................................................. 26 Appendix 4: Required Forms ........................................................................................................... 34 Appendix 5: Proposed Maintenance Contract ................................................................................. 36 224

THE CITY OF FOSTER CITY, CALIFORNIA

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Foster City City CouncilJune 20, 2022

Foster City City Council
June 20, 2022