Agenda packet — Foster City City Council, July 18, 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/85119038678 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/85119038678

• To dial-in via phone:
1- 669-900-6833 or
1-408-638-0968
And enter Webinar ID: 851 1903 8678

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, July 18, 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. 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 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.

5. 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.

2 5.1. City/EMID Minutes

5.1.1. City/EMID Regular Meeting of June 20, 2022

5.1.2. City/EMID Special Meeting of June 27, 2022

5.2. City/EMID Ordinances for Adoption (First City Ordinance Number to be used tonight is 650)

5.2.1. 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 (First
Reading June 20, 2022)
a) Adopt Ordinance

5.2.2. 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 (First Reading June 20, 2022)
a) Adopt Ordinance

5.3. City/EMID Resolutions for Adoption (First City Resolution Number to be used tonight is 2022-81 and EMID Resolution Number to be used tonight is 3662)

5.3.1. A Resolution of the City Council of the City of Foster City Approving the Summary Vacation of a 10-foot Public Utility Easement Located on or About the Property Identified as 630 Leo Drive (APN 094-410-580)
a) Staff Report
b) Adopt Resolution

5.3.2. A Resolution of the City Council of the City of Foster City Authorizing the Mayor to Execute a 3-Year Microsoft Enterprise Agreement, Purchased Through SoftwareOne, with a Total Not- to-Exceed Amount of $297,403.41
a) Staff Report
b) Adopt Resolution

5.3.3. A Resolution of the City Council of the City of Foster City Authorizing the Appropriation of Funding for FY 2022-2023 in the Total Amount of $220,200.73 From the Information Technology Equipment Replacement Fund to Account No. 504-0160-419- 4388 for Projects Still In-Progress From FY 2021-2022
3 a) Staff Report
b) Adopt Resolution

5.3.4. a) A Resolution of the City Council of the City of Foster City Appropriating an Additional $27,901 in Fiscal Year 2022-2023 to the City Manager's Department General Fund Account; and b) A Resolution of the Board of Directors of the Estero Municipal Improvement District Appropriating an Additional $27,901 in Fiscal Year 2022-2023 to the City Manager's Office General Fund Account
c) Staff Report
d) Adopt Resolutions

5.3.5. a) A Resolution of the City Council of the City of Foster City Authorizing an Appropriation of $73,290 in Fiscal Year 2022-2023 to the Human Resources General Fund Budget, Account Number 001-1210-415-4251; and
b) A Resolution of the Board of Directors of the Estero Municipal Improvement District Authorizing an Appropriation of $73,290 in Fiscal Year 2022-2023 to the Human Resources General Fund, Account Number 001-1210-415-4251
c) Staff Report
d) Adopt Resolutions

5.3.6. a) A Resolution of the City Council of the City of Foster City Authorizing the Appropriation of Funding for Fiscal Year 2022- 2023 in the Amount of $50,000 From Fund 001 to Account No. 001-0910-431-4251 and in the Amount of $100,000 From Fund 001 to Account No. 001-0930-431-4251 and in the Amount of $15,000 From Fund 129 to Account No. 129-0932-431-4251 and in the Amount of $158,978.75 From Fund 501 to Account No. 501-0560-431-4384; and
b) A Resolution of the Board of Directors of the Estero Municipal Improvement District Authorizing the Appropriation of Funding for Fiscal Year 2022-
2023 in the Amount of $150,000 From Fund 408
to Account No. 408-0110-413-4385 and in the Amount of
$51,043.10 From Fund 458 to Account No. 458-0110-413-4385 a) Staff Report
b) Approve Resolutions

5.3.7. a) A Resolution of the City Council of the City of Foster City Authorizing the Mayor to Execute Master Agreements With Ruggeri-Jensen-Azar, Wilsey Ham, Inc. , and Bellecci and Associates for Professional On-Call Land Surveying Services; DKS Associates, Hexagon Transportation Consultants, Inc., and Traffic Patterns for Professional On-Call Traffic Engineering and Transportation Services; Huffman Broadway Group, Inc. For Professional On-Call Environmental Services; Apex Testing Laboratories Inc. And Construction Testing Services for on-call Materials Testing Services; and BKF Engineers and CSG
4 Consultants for Professional On-Call Civil Engineering Services; and
b) A Resolution of the Board of Directors of the Estero Municipal Improvement District Authorizing the Mayor to Execute Master Agreements With Ruggeri-Jensen-Azar, Wilsey Ham, Inc. , and Bellecci and Associates for Professional On-Call Land Surveying Services; DKS Associates, Hexagon Transportation Consultants, Inc., and Traffic Patterns for Professional On-Call Traffic Engineering and Transportation Services; Huffman Broadway Group, Inc. For Professional On-Call Environmental Services; Apex Testing Laboratories Inc. And Construction Testing Services for on-call Materials Testing Services; and BKF Engineers and CSG Consultants for Professional On-Call Civil Engineering Services;
c) Staff Report
d) Adopt Resolutions

5.3.8. 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. PUBLIC HEARINGS

6.1. A Public Hearing to Hear and Consider Public Comments Regarding the Fiscal Year 2022-2023 Appropriations Limit of the City/District a) Open Public Hearing
b) Staff Report
c) Receive Public Testimony
d) Close Public Hearing
e) Action - A Resolution of the City Council of the City of Foster City Establishing the Fiscal Year 2022-2023 Appropriations Limit Pursuant to Article XIIIB of the California Constitution
f) Action - A Resolution of the Board of Directors of the Estero Municipal Improvement District Establishing the Fiscal Year 2022-2023 Appropriations Limit Pursuant to Article XIIIB of the California Constitution

5 6.2. A Public Hearing to Hear and Consider Public Comments Regarding An Amendment of the Master Fees and Service Charges Schedule Establishing Fines for Violations of the Declaration of Water Shortage Emergency
a) Open Public Hearing
b) Staff Report
c) Receive Public Testimony
d) Close Public Hearing
e) Action -
A Resolution of the Board of Directors of the Estero Municipal Improvement District Establishing Fines for Violations of the Declaration of Water Shortage Emergency and Certain Provisions of Chapter 8.60, “Water Conservation and Rationing” of the Estero Municipal Improvement District Code, Amending the Master City/district Fees and Service Charges Schedule for FY 2022-2023 to Include Said Fines and Establishing the Appeals Board Pursuant to Section 8.60.090

7. REPORTS

7.1. Canada Goose Population Management Plan Update – Progress Update on Mitigation Strategies and Permits
a) Staff Report
b) Action - By Minute Order, Provide Policy Direction

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

8. RESOLUTIONS FOR ADOPTION

8.1. Consideration of a Policy for Requesting to Add Items to a Future Agenda
a) Staff Report
b) Action - A Resolution of the City Council of the City of Foster City Adopting a Policy for Requesting to Add Items to a Future Agenda; and c) Action - A Resolution of the Board of Directors of the Estero Municipal Improvement District Adopting a Policy for Requesting to Add Items to a Future Agenda

9. COMMUNICATIONS

9.1. City/District Warrants of Demands were Processed and Issued on June 15, 2022, June 30, 2022 and July 5, 2022 and ACH were processed on July 5, 2022.
a) Information Item Only
b) No Action Required

6 10. 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.

11. CLOSED SESSION

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

11.2. Conference with City Labor Negotiators (Pursuant to Government Code Section 54957.6(a))
Agency designated representatives: Stefan Chatwin, Maria Saguisag-Sid Employee Organizations: American Federation of State, County and Municipal Employees (AFSCME), Foster City Police Officers Association (FCPOA) and Management Employees
Unrepresented employee: Deputy City Clerk, Police Records Supervisor, and Human Resources Technician

11.3. Report Out from Closed Session

12. 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

7 CITY OF FOSTER CITY/

ESTERO MUNICIPAL IMPROVEMENT DISTRICT
REGULAR MEETING OF JUNE 20, 2022

MINUTES

CALL TO ORDER OF CITY COUNCIL/EMID BOARD OF DIRECTORS
The Regular Meeting of June 20, 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, Sam Hindi, Patrick Sullivan, and Mayor/President Richa Awasthi.

ABSENT: Councilmember/ex officio Director Sanjay Gehani.

STAFF PRESENT: Edmund Suen, Interim City/District Manager, Benjamin Stock, City Attorney/District Legal Counsel; Jennifer Phan, Interim Deputy City Manager; Derek Schweigart, Parks and Recreation Director; Marlene Subhashini, Community Development Director; Maria Saguisag-Sid, Human Resources Director; Tracy Avelar, Police Chief; Robert Marshall, Fire Marshal; Louis Sun, Public Works Director; Rob Lasky, IT Manager; Frank Fanara, Parks Manager; Yelena Cappello, Deputy City Clerk; Julie Paping, Interim Principal Management Analyst; Francine Magno, Senior Engineer; Shuli Chen, Video Technician and Priscilla Schaus, Communications Director/City Clerk/District Secretary.

SPECIAL PRESENTATIONS
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.

Councilmember Hindi presented a proclamation recognizing the Week of June 19-25, 2022 as "National Mosquito Control Awareness Week" to Mosquito and Vector Control 8 Abatement District Board of Trustees Representative Paul Norton, and District Director Brian Weber gave an overview on San Mateo County Mosquito and Vector Control District Services.

PROCLAMATION DECLARING THE MONTH OF JULY AS "PARKS AND RECREATION MONTH".

Councilmember Sullivan presented a proclamation declaring the month of July as “Parks and Recreation Month” to Maintenance Worker Carlos Munguia.

PRESENTATION ON ALZHEIMER'S DISEASE BY BRANDON L. AND CELINA L.

Brandon L. and Celina L. gave a presentation on Alzheimer’s Disease.

CERTIFICATE OF RECOGNITION FOR SAHIL G., RECIPIENT OF AN HONORABLE MENTION IN THE "TRASH TO ART" CONTEST.

Mayor Awasthi presented a certificate of recognition to Sahil G., recipient of an Honorable Mention in the “Trash to Art” Contest.

PUBLIC
The following people addressed the City Council via email regarding the appointment of Shilpi Goel to the Citizens Sustainability Advisory Committee:

1. Heidi Levy; and

2. Naveen Mahmood.

CONSENT CALENDAR
Motion by Councilmember/Director Sullivan, seconded by Vice Mayor/Vice President Froomin, and carried unanimously, 4-0-0, Councilmember/Director Gehani was absent, approving the following items on the City/District Consent Calendar:

City/EMID Consent Calendar

1. Minutes of Regular Meeting of June 6, 2022;

2. City Ordinance No. 649, “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);”

3. City Resolution No. 2022-64, “A Resolution of the City Council of the City of Foster City Approving and Authorizing the City Manager to Execute Documents Accepting 9 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;”

4. City Resolution no. 2022-65, “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;”

5. City Resolution No. 2022-66, “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;”

6. City Resolution No. 2022-67, “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;”

7. City Resolution No. 2022-68, “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;”

8. City Resolution No. 2022-69, “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;”

9. City Resolution No. 2022-70, “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;”

10.City Resolution No. 2022-71, “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;”
10 11.EMID Resolution No. 3655, “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;”

12.City Resolution No. 2022-72, “A Resolution of the City Council of the City of Foster City Approving the Job Classifications of Housing Coordinator and Irrigation Technician;”

13.EMID Resolution No. 3656, “A Resolution of the Board of Directors of the Estero Municipal Improvement District Approving the Job Classifications of Housing Coordinator and Irrigation Technician;”

14.City Resolution No. 2022-73, “A Resolution of the City Council of the City of Foster City Adopting an Updated Investment Policy Dated June 20, 2022;” and

15.EMID Resolution No. 3657, “A Resolution of the Board of Directors of the Estero Municipal Improvement District Adopting an Updated Investment Policy Dated June 20, 2022.”

ITEM REMOVED FROM CONSENT CALENDAR
URGING SUTTER HEALTH TO REOPEN THE MACK E. MICKELSON THERAPY POOL IN SAN MATEO FOR PUBLIC USE. CITY RESOLUTION NO. 2022-74.

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

Discussion ensued.

Motion by Councilmember Hindi, seconded by Councilmember Sullivan, and carried, 3- 1-0, Vice Mayor Froomin voted “no” and Councilmember was Gehani absent, adopting City Resolution No. 2022-74, “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.”

PUBLIC HEARING

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. CITY RESOLUTION NO. 2022-75.

Mayor Awasthi opened 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. 11 Community Development Director Subhashini presented the staff report.

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

No public testimony was received.

Discussion ensued.

Motion by Councilmember Hindi, seconded by Vice Mayor Froomin, and carried unanimously, 4-0-0, Councilmember Gehani was absent, to introduce the ordinance by title and waive further reading of “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”.

Motion by Councilmember Hindi, seconded by Councilmember Sullivan, and carried unanimously by roll call vote, 4-0-0, Councilmember Gehani was absent, to pass “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” to second reading.

Motion by Councilmember Hindi, seconded by Councilmember Sullivan, and carried unanimously, 4-0-0, Councilmember Gehani was absent, adopting City Resolution No. 2022-75, “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”.

Motion by Councilmember Hindi, seconded by Mayor Awasthi, and carried, 3-1-0, Vice Mayor Froomin voted “no” and Councilmember Gehani was absent, adopting City Resolution No. 2022-76, “A Resolution of the City Council of the City of Foster City Adopting the Nexus Study and Setting Charges for the Commercial Linkage Fee”.

REPORTS
LEVEE IMPROVEMENTS PROJECT (CIP 327-657) - MONTHLY GENERAL UPDATE.

MINUTE ORDER NO. 1862.

Public Works Director Sun presented the staff report.

Discussion ensued.

Motion by Vice Mayor Froomin, seconded by Councilmember Sullivan, and carried unanimously, 4-0-0, Councilmember Gehani was absent, adopting Minute Order No. 1862, receiving and accepting the Levee Improvements Project (CIP 327-657) - Monthly General Update.
12 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 FROM JUNE 6, 2022 CITY COUNCIL MEETING).

City Attorney Stock presented the staff report.

Discussion ensued.

Motion by Councilmember Hindi, seconded by Councilmember Sullivan, and carried, 3- 1-0, Vice Mayor Froomin voted “no” and Councilmember Gehani was absent, to introduce the ordinance by title and waive further reading of 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)”.

Motion by Councilmember Hindi, seconded by Councilmember Sullivan, and carried by roll call vote, 3-1-0, Vice Mayor Froomin voted “no” and Councilmember Gehani was absent, to pass “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)” to second reading.

RESOLUTIONS FOR ADOPTION
APPOINTMENT OF CITY/DISTRICT MANAGER. CITY RESOLUTION NO. 2022-77.

EMID RESOLUTION NO. 3658.

City Attorney Stock presented the staff report.

Discussion ensued.

Motion by Councilmember/Director Sullivan, seconded by Councilmember/Director Hindi, and carried unanimously, 4-0-0, Councilmember/Director Gehani was absent, adopting City Resolution No. 2022-77, “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 13 Effective June 21, 2022” and EMID Resolution No. 3658, “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.” Motion by Councilmember/Director Hindi, seconded by Vice Mayor/Vice President Froomin, and carried unanimously, 4-0-0, Councilmember/Director Gehani was absent, adopting City Resolution No. 2022-78, “A Resolution of the City Council of the City of Foster City Approving and Adopting the Amended Pay Plan Effective June 21, 2022” and EMID Resolution No. 3659, “A Resolution of the Board of Directors of the Estero Municipal Improvement District Approving and Adopting the Amended Pay Plan Effective June 21, 2022.”
FISCAL YEAR 2022-2023 CITY/DISTRICT BUDGET. CITY RESOLUTION NO. 2022-79.

EMID RESOLUTION NO. 3660.

Interim City/District Manager Suen presented the staff report.

Discussion ensued.

Motion by Vice Mayor/Vice President Froomin, seconded by Councilmember/Director Hindi, and carried unanimously, 4-0-0, adopting City Resolution No. 2022-79, “A Resolution of the City Council of the City of Foster City Approving the Fiscal Year 2022- 2023 City Budget” and EMID Resolution No. 3660, “A Resolution of the Board of Directors of the Estero Municipal Improvement District Approving the Fiscal Year 2022-2023 District Budget.”
PAY PLAN FOR FISCAL YEAR 2022-2023.CITY RESOLUTION NO. 2022-80. EMID RESOLUTION NO. 3661.

Human Resources Director Saguisag-Sid presented the staff report.

Discussion ensued.

Motion by Councilmember/Director Hindi, seconded by Vice Mayor/Vice President Froomin, and carried unanimously, 4-0-0, Councilmember/Director Gehani was absent, adopting City Resolution No. 2022-80, “A Resolution of the City Council of the City of Foster City Approving and Adopting the Pay Plan Effective July 1, 2022” and EMID Resolution No. 3661, “A Resolution of the Board of Directors of the Estero Municipal Improvement District Approving and Adopting the Pay Plan Effective July 1, 2022.”

COMMUNICATIONS
CITY/DISTRICT WARRANT OF DEMANDS. NO ACTION TAKEN.
14 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.

COUNCIL/BOARD STATEMENTS AND REQUESTS, COUNCIL LIAISON REPORTS,

AND CITY/DISTRICT MANAGER REPORTS
Interim City/District Manager Suen gave a reminder that the July 5 Council meeting is cancelled and the next meeting will be held on July 18. He thanked the City Council for the opportunity and also thanked the executive team, City Manager’s office, and Finance Department for providing support.

Incoming City/District Manager Chatwin stated he is excited to be a part of the team and is looking forward to being part of this community.

Councilmember/Director Sullivan welcomed and congratulated incoming City Manager Chatwin. He stated he attended the Parks and Recreation Committee meeting on June

7. On June 9, he stated he attended the San Mateo County Fire Training Facility Ribbon Cutting Ceremony and thanked Gilead for their contribution and also attended the San Mateo-Foster City School District Board Meeting. He stated he attended the Juneteenth event on June 18 and thanked the Foster City Rotary Club and volunteers.

Councilmember/Director Hindi thanked Interim City Manager Suen for stepping up and taking responsibility and he also thanked staff. He stated he attended the Baffin Bridge re-opening ceremony on June 8. He stated he attended the Juneteenth event on June 18, organized by NAACP and Foster City Association of Black Residents, and requested to consider it a holiday.

Vice Mayor/Vice President Froomin stated he attended the Emergency Services Council meeting on June 16, the Foster City Village & Aragon Tri-M Music Honor Society’s Live Music event on June 9, the San Mateo-Foster City School District’s Partners Luncheon on June 17, and the Juneteenth event on June 18. He thanked Interim City Manager Suen for stepping up as Interim City Manager and welcomed incoming City Manager Chatwin.

Mayor/President Awasthi stated she attended the San Mateo-Foster City School District’s Partners Luncheon on June 18 where she was nominated and added to the San Mateo- Foster City Education Foundation. She thanked staff for putting together the re-opening celebration of Baffin Bridge on June 8. She also attended the ribbon cutting ceremony for the San Mateo Consolidated Fire training facility on June 9 and the Juneteenth ceremony on June 18. She welcomed City Manager Chatwin and thanked City Attorney Stock, Interim City Manager Suen, and Interim Deputy City Manager Phan during the transition.

CLOSED SESSION
Mayor/President Awasthi removed the following items from the agenda at the request of staff:
15 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

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); and

3. Report Out from Closed Session.

ADJOURNMENT
Hearing no objection from the City Council/EMID Board, Mayor/President Awasthi adjourned the meeting. Meeting adjourned at 9:07 p.m.
16 CITY OF FOSTER CITY/

ESTERO MUNICIPAL IMPROVEMENT DISTRICT
SPECIAL MEETING OF JUNE 27, 2022

MINUTES

CALL TO ORDER OF CITY COUNCIL/EMID BOARD OF DIRECTORS
The duly called and noticed special meeting of the City Council of the City of Foster City (City), sitting as said Council and as ex officio the Board of Directors of the Estero Municipal Improvement District (EMID) of June 27, 2022 was called to order at 6:00 p.m. by Mayor/President Awasthi.

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

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

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

ABSENT: None.

STAFF PRESENT: Stefan Chatwin, City/District Manager; Benjamin Stock, City Attorney/District Legal Counsel; Jennifer Phan, Interim Deputy City Manager; Edmund Suen, Finance Director; Julie Paping, Interim Principal Management Analyst; Rob Lasky, IT Manager; and Priscilla Schaus, Communications Director/City Clerk.

PUBLIC
Skip Hovorka addressed the City Council via teleconference regarding geese depredation.

CLOSED SESSION
Hearing no objection from the City Council/EMID Board, Mayor/President Awasthi recessed the meeting into Closed Session for the following:

1. 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); and

2. Report Out from Closed Session
Meeting recessed into Closed Session at 6:06 p.m. and reconvened at 7:50 p.m. 17 City Attorney/District Legal Counsel 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 7:50 p.m.
18 ORDINANCE NO. _________
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

CITY OF FOSTER CITY
WHEREAS, the City of Foster City’s (“City”) sign regulations in Chapter 15.12 of the Foster City Municipal Code (“Sign Ordinance”) is intended to regulate signs located on property within the City over which the City has regulatory authority; and WHEREAS, the Sign Ordinance maintains and enhances the City’s appearance by regulating the design, character, location, number, quality of materials, size, illumination, and maintenance of signs; and
WHEREAS, the Sign Ordinance also minimizes the possible adverse effects of signs on nearby public and private property, including streets and public rights-of-way; and

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF FOSTER CITY DOES HEREBY ORDAIN AS FOLLOWS:

Section 1. Recitals. The foregoing recitals are true and correct and incorporated herein as findings which are the basis for the amendment.

Section 2. Amendment. Section 15.12.010 (Purpose, objective and intent) within Chapter 15.12 of Title 15 of the Foster City Municipal Code is amended to repeal Section

15.12.010 in its entirety and replace Section 15.12.010 to read as follows:
“15.12.010 Purpose, objective and intent.

The purpose of this chapter is to establish standards for signage which help people find what they need without difficulty or confusion and to help preserve and improve the appearance of the city. Therefore, all signs shall be regulated to assure that they promote both the goals and objectives of the community and the public health, safety and general welfare.

This chapter establishes standards for the erection, display, safety and maintenance of signs which are intended to meet the following objectives:
19 Public Welfare. The city, as a unique planned community, has greatly avoided the Influences of traditional community development where signing proliferated to a point detrimental to the value and quality of the community before being regulated.

The opportunity to achieve an environment free from such circumstances exists in the city and therefore shall be pursued wherever possible in order to build a community of the highest value and quality in which all citizens may take pride and enjoyment.

Healthy Economy. An objective of this chapter is to allow businesses to identify themselves so that clients can find them with a minimum of confusion. This is achieved by effective signing which is necessary, concise, well-designed and well- executed. It is recognized that signs are an economical and effective means of communicating information and are thus an important asset to most businesses.

Freedom of Speech for Signs. The city recognizes the importance of signs in the exercise of free speech. The city finds it necessary to regulate the time, place and manner of the placement of certain signs for the following reasons:

1. Prohibition of temporary non-commercial right-of-way signs on public street medians, bridges, public utility box or any poles used for public utility, traffic control signs, traffic signals, or street signs is necessary to: prevent visual distractions to motorists which create traffic hazards, prevent unsafe road conditions, and to prevent eyesores from proliferating along public streets.

2. Regulation of the size of temporary non-commercial right-of-way signs is necessary for safety and aesthetic reasons, specifically, that the strong winds that are common in Foster City would remove the signs, creating hazards and accumulation of debris, and extremely large or illuminated signs would create a distraction to motorists.”
Section 3.Amendment to Section 15.12.020 (Definitions) within Chapter 15.12 of Title 15, Buildings and Construction of the Foster City Municipal Code is amended to add a definition as indicated in underline and to delete a definition as indicated in strikethrough as follows:
“Temporary Non-Commercial Right of Way Sign” means a temporary sign for non- commercial purposes located in the City’s Right of Way. “Temporary Non- Commercial Right of Way Signs” shall not be subject to the provisions of Section

15.12.180”
“Political sign” means a sign associated with a candidate for elected office or ballot measure”
Section 4. Amendment to Section 15.12.170 (Exempt Signs) within Chapter 15.12 of Title 15 of the Foster City Municipal Code is amended to repeal subsection (J) in its entirety and replace subsection (J) to read as follows:
20 “15.12.170 (J) Temporary Non-Commercial Right-of-Way Signs which meet the following criteria:

1. Temporary Non-Commercial Right-of-Way Signs shall not be placed in any public street median, or on any bridge, public utility box, or any pole used for public utility, traffic control signs, traffic signals, or street signs. These signs are deemed to create a hazardous condition and shall be subject to immediate removal by a representative of the city authorized to do so by the city manager. If information is provided to the city or included on the sign indicating whom to contact regarding the sign, the city shall provide notice to the contact following removal of the sign.

2. Temporary Non-Commercial Right-of-Way Signs shall not be placed in or along public rights-of-way such that they are considered by the city to be a sight distance problem for the drivers of vehicles, or which interfere or distract from the traffic control devices in place, or which interfere with safe bicycle or pedestrian circulation. These Temporary Non-Commercial Right-of-Way Signs are deemed to create a hazardous condition and shall be subject to immediate removal by a representative of the city authorized to do so by the city manager. If information is provided to the city or included on the sign indicating whom to contact regarding the sign, the city shall provide notice to the contact following removal of the sign.

3. Temporary Non-Commercial Right-of-Way Signs shall not be placed in any public parks and shall be subject to immediate removal by a representative of the city authorized to do so by the city manager. If information is provided to the city or included on the sign indicating whom to contact regarding the sign, the city shall provide notice to the contact following removal of the sign.

4. With the exception of public parks, Temporary Non-Commercial Right-of-Way Signs may be placed on public property within the first ten feet from the back of the sidewalk or ten feet from the curb, when no sidewalk is present. Temporary Non-Commercial Right of Way Signs shall not interfere with pedestrian circulation along sidewalks, pathways or the levee/pedway; shall not obstruct bicycle circulation along bicycle paths; shall not obstruct the sight distance of drivers of vehicles; and/or, shall not cause unsafe conditions as determined by the city. Signs deemed to create a hazardous condition shall be subject to immediate removal by a representative of the city authorized to do so by the city manager. If information is provided to the city or included on the sign indicating whom to contact regarding the sign, the city shall provide notice to the contact following removal of the sign.

5. Temporary Non-Commercial Right-of-Way Signs placed in residential zoning districts shall be no larger than four square feet.

6. Temporary Non-Commercial Right-of-Way Signs placed in zoning districts other than residential shall be no larger than eight square feet.

7. Temporary Non-Commercial Right-of-Way Signs shall not be illuminated. 21 8. Temporary Non-Commercial Right-of-Way Signs may be placed ninety days prior to an election and shall be removed no later than ten days after an election.

9. Any Temporary Non-Commercial Right of Way Signs deemed to have damaged public property shall be subject to immediate removal by the city. If information is provided to the city or included on the sign indicating whom to contact regarding the sign, the city shall provide notice to the contact following removal of the sign.”
Section 5. Amendment to Section 15.12.170 (Exempt Signs) within Chapter 15.12 of Title 15 of the Foster City Municipal Code is amended to add subsection (L) to read as follows:

Temporary noncommercial signs placed on private property may only be allowed with the owner’s consent, and in residential zoning districts shall be no larger than four square feet, and if placed in any other zoning district, no larger than eight square feet.

Any such signs may be placed ninety days prior to an election and shall be removed no later than ten days after the election, and may not be placed on any roof.

Section 6. Amendment to Section 15.12.180 (Temporary Signs) within Chapter

15.12 of Title 15 of the Foster City Municipal Code is amended to repeal subsection (D) in its entirety and replace subsection (D) to read as follows:
“Temporary Non-Commercial Right-of-Way and temporary non-commercial signs which are exempt pursuant to Section 15.12.170 of this chapter;” Section 7. 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 does hereby declare 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 invalid or unconstitutional.

Section 8. Environmental Determination.

The Ordinance is not a project within the meaning of Section 15378 of CEQA Guidelines because it has no potential for resulting in either a direct or a reasonably foreseeable indirect physical change in the environment, either directly or ultimately. In the event that this Ordinance is found to be a project under CEQA, it is subject to the CEQA exemption contained in CEQA Guidelines section 15061(b)(3) because it can be seen with certainty to have no possibility of having a significant effect on the environment. 22 Section 9. Publication.

This Ordinance shall be published in a newspaper of general circulation in accordance with California Government Code Section 36933, published, and circulated in the City of Foster City, and shall be in full force and effect (30) days after its final passage.

Section 10. Effective Date.

This Ordinance shall take effect and be in force starting on from and after its adoption.

Section 11. 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.

This Ordinance was introduced and read on the 20th day of June, and passed and adopted on the 18th day of July, 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

RICHA AWASTHI, MAYOR
ATTEST:

PRISCILLA SCHAUS, CITY CLERK
23 ORDINANCE NO. ______

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

CITY OF FOSTER CITY
WHEREAS, the Mitigation Fee Act contained in Government Code 66000 et seq., permits the City to impose development impact fees on new development for the purposes of funding the public facilities necessary to serve that new development; and WHEREAS, the City desires to adopt a Park Facilities Impact Fee on new development to fund the costs associated with increased demand for community and neighborhood parks and recreational facilities created by that new development. The City’s General Plan includes a number of policies to maintain and increase the amount of available park and recreational areas; and
WHEREAS, the City Council has determined additional funds are necessary for maintaining and operating the City’s Public Safety activities; and WHEREAS, the City Council desires to acquire vehicles and transportation-related equipment and improve, replace and/or construct one or more public safety facilities to serve new development in the City; and
WHEREAS, the City Council has determined that the creation of a Public Safety Fee on new development within the City would provide the necessary funding for police and fire services related to new development; and
WHEREAS, the City’s General Plan calls for strategies to provide an efficient, reliable, and convenient transit system; improved bicycle routes; and a balanced street system to serve automobiles, pedestrians, bicycles, and transit; and WHEREAS, it is appropriate for new development to pay for improvements and developments to the transportation network proportionate to the demands the new development places on the City’s transportation infrastructure; and WHEREAS, the City desires to impose a Transportation Impact Mitigation Fee on new development to fund the costs associated with maintaining adequate street and transportation facilities related to new development; and WHEREAS, pursuant to Government Code sections 66016, 66016.5, 66018, and 6062a, the City must adopt the specific fees only after notice and public hearing; and 24 WHEREAS, pursuant to Government Code section 6062a, a notice of a public hearing on the proposed fee update was published on June 1, 2022 and June 8, 2022 in the Foster City Islander, a newspaper of general circulation; and WHEREAS, pursuant to Government Code sections 66016.5, notice of the time and place of the meeting, including a general explanation of the matters to be considered and a statement that required data is available was provided at least 30 days prior to the meeting to those members of the public who filed a written request with the City; and WHEREAS, at least ten (10) days prior to the public hearing referenced above, the City made available for public inspection information required under government Code section 66000, et. seq.; and
WHEREAS, on June 20, 2022 the City Council held a noticed public hearing to consider the City’s proposed new development fees at which time all interested persons were given an opportunity to comment.

NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF FOSTER CITY DOES FIND AND HEREBY ORDAIN as follows:

Section 1. Chapter 3.50 (Park and Recreation Facilities) is hereby added to the City of Foster City Municipal Code as set forth in Attachment 1, attached hereto, and incorporated herein by reference.

Section 2. Chapter 3.60 (Public Safety Fee) is hereby added to the City of Foster City Municipal Code as set forth in Attachment 2, attached hereto, and incorporated herein by reference.

Section 3. Chapter 3.70 (Transportation Impact Mitigation Fee) is hereby added to the City of Foster City Municipal Code, as set forth in Attachment 3, attached hereto, and incorporated herein by reference.

Section 4. Validity. The above recitations are true and correct, are material to the adoption of this ordinance, and are incorporated herein by reference.

Section 5. Findings. The City Council finds that the impact fees and charges imposed by this Ordinance are necessary and reasonable to implement the goals and objectives of the City’s General Plan and are permitted by California state law.

Section 6. Environmental review. The City Council finds that this Ordinance is not subject to the California Environmental Quality Act (“CEQA”). This action is not a project within the meaning of the CEQA Guidelines Section 15378 and 15061(b)(3) as it has no potential for physical effects on the environment because it involves an adoption of certain fees and/or charges imposed by the City, does not commit the City to any specific project, and said fees and/or charges are applicable to future development projects and/or activities, each of which future projects and/or activities will be fully 25 evaluated in full compliance with CEQA when sufficient physical details regarding said projects and/or activities are available to permit meaningful CEQA review (see CEQA Guidelines, Section 15004(b)(1)). Pursuant to CEQA Guidelines section 15378(b)(4), the creation of government funding mechanisms which do not involve any commitment to any specific project which may cause significant effect on the environment, is not defined as a “project” under CEQA. Therefore, approval of the fees and/or charges is not a “project” for purposes of CEQA, pursuant to CEQA Guidelines, Section 15378(b)(4); and, even if considered a “project” under CEQA, is exempt from CEQA review pursuant to CEQA Guidelines Section 15061(b)(3) because it can be seen with certainty that there is no possibility that approval of the fees and/or charges may have a significant effect on the environment.

Section 7. Actions to effectuate and codification. The City Manager is hereby authorized and directed to take other actions on behalf of City, which are not expressly and specifically reserved for the City Council, to implement and effectuate this ordinance.

The City Clerk is directed to codify this ordinance in a manner which best reflects the legislative intent of the City Council in enacting this ordinance. The City Clerk is directed to resolve any numbering conflicts accordingly.

Section 8. Severability. Should any section, subsection, paragraph, sentence, clause, or phrase of this ordinance be declared unconstitutional or invalid for any reason, such declaration shall not affect the validity of the remaining portions of this ordinance.

The City Council hereby declares that it would have passed this and each section, subsection, phrase or clause thereof irrespective of the fact that any one or more sections, subsections, phrase or clauses be declared unconstitutional on their face or as applied.

Section 9. Effective date. This ordinance shall be in full force and effective 30 days after its adoption, and shall be published or posted as required by law.

Section 10. Publication. The City Clerk is hereby ordered and directed to certify the passage of this Ordinance by the City Council of the City of Foster City, California and cause the same to be published in accordance with State law. 26 The ordinance was introduced at a regular meeting of the City Council on the 20th day of June 2022, and adopted at a regular meeting of the Council held on the 18th day of July 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
__________________________

RICHA AWASTHI, MAYOR
ATTEST:
___________________________

PRISCILLA SCHAUS, CITY CLERK
27 ATTACHMENT 1
Chapter 3.50

PARK FACILITIES IMPACT FEE
Sections:

3.50.010 Findings and Intent.

3.50.020 Purpose.

3.50.030 Definitions.

3.50.040 Establishment of a Park Facilities Impact Fee.

3.50.050 Exemptions.

3.50.060 Determination of Required Fees.

3.50.070 Payment of Fees.

3.50.080 Park Facilities Fee Fund and Accounting.

3.50.090 Fee Adjustments.

3.50.100 Fee Refunds.

3.50.110 Fees in Effect When Application Complete.

3.50.010 Findings and Intent.

The City Council hereby finds and declares that:

A. New Development increases demand on existing Park Facilities and creates the need for expanded or new facilities to serve New Development. The purpose of this Chapter is to enable the collection of mitigation fees to be used for the purpose of developing new or expanding existing Park Facilities.

B. It is the City’s intent and desire to require that New Development contribute their fair share toward the purchase, development and/or improvement of Park Facilities.

C. The imposition of impact fees is one of the customary methods of ensuring that development bears a proportionate share of the cost of capital facilities necessary to accommodate such development in order to promote and protect the public health, safety and welfare.

D. The provisions of this Ordinance are enacted pursuant to the City of Foster City General Plan and sections 66000, et seq. of the California Government Code (the “Mitigation Fee Act”).

3.50.020 Purpose.

The purpose of the Park Facilities Impact Fee is to fund the creation and improvement of Park Facilities, including, but not limited to, the planning, designing, developing, and improving of existing and newly acquired Park Facilities related to New Development and ensure that New Development pays for its fair share of park and recreational facilities. 28 3.50.030 Definitions.

For the purposes of this chapter, the following terms shall be defined as follows:

A. “Certificate of Occupancy” as used in this Chapter, has the same meaning as in California Government Code section 66007(e).

B. “Park Facilities” shall mean any public improvements deemed necessary by the City to develop, improve or expand land and facilities for park and recreational purposes. Such improvements may include, but are not limited to: grading; landscaped areas for active and passive recreational use, trails and sports fields; irrigation and drainage systems; lawn, shrubs and trees; facilities for recreational community gardening; walkways; bicycle facilities and park lighting; playground or other recreational equipment; picnic facilities; community center or other buildings, swimming pools; volleyball, basketball, tennis, racquetball and other courts; vehicle driveways and parking areas and any other facilities which may hereafter be authorized by state law or approved by the City.

C. “Park Facilities Fee” shall mean the mitigation fee imposed on New Development for the purpose of funding park and recreational facilities related to New Development.

D. “New Development” shall mean all new building construction, conversion to a use that intensifies existing Park Facilities demands, and any other new construction that creates additional impacts on Park Facilities. New Development shall include new residential and nonresidential development.

E. “Building Permit” includes full structural building permits as well as partial permits such as foundation-only permits or tenant improvements.

3.50.040 Establishment of a Park Facilities Impact Fee.

Except as otherwise provided in this chapter, developers of New Development shall pay a Park Facilities Fee in an amount established by resolution of the City Council in accordance with a nexus study that demonstrates the reasonable relationship between the fee’s use and the type of development project on which the fee will be imposed and demonstrates the reasonable relationship between the need for Park Facilities and the type of development projects on which the fee will be imposed.

3.50.050 Exemptions.

The following types of development shall not be required to pay a Park Facilities Fee:

A. Alterations, renovations or expansion of an existing building or structure that do not add new square footage or dwelling units or intensify an existing use. 29 B. Replacement of building square footage or dwelling units on the same lot that does not add new square footage or dwelling units or intensify an existing use.

C. The replacement of a destroyed or partially destroyed or damaged building or structure that does not add new square footage or dwelling units or intensify an existing use.

3.50.060 Determination of Required Fees.

A. The Community Development Director, or the Director’s designee, shall be responsible for determining the fees required by this chapter. This determination shall be made at the time of application for the Building Permit.

B. The Park Facilities Fee may be modified automatically on an annual basis in accordance with the change in the Engineering News Record (“ENR”) Construction Cost Index for the San Francisco area. This adjustment shall not require any action of the City Council.

3.50.070 Payment of Fees.

A. The fees required by this chapter from a developer shall be paid at the time the City issues a Building Permit for each New Development project, unless the developer of a residential development enters into an agreement with the City to pay the fees at the time the Certificate of Occupancy is issued, pursuant to Government Code section 66007(c). An agreement to defer payment until the issuance of a Certificate of Occupancy must be executed and recorded before the City will issue a Building Permit for the development project.

B. If New Development changes or intensifies the existing use on the project site or adds additional square footage or dwelling units to an existing building, thereby requiring the payment of a new or additional Park Facilities Fee, the fee amount associated with the existing use on the project site shall be credited against the new total fee due, as determined by the Community Development Director; provided, however, that, in no event, shall the City refund the fees previously paid.

3.50.080 Park Facilities Fee Fund and Accounting.

A. Park Facilities Fee Fund: Fees collected pursuant to this chapter shall be deposited in the Park Facilities Fee Fund, and shall be segregated and used and expended for the creation of Park Facilities related to New Development. Any interest accrued by the account shall be used solely for the purpose of funding Park Facilities.
30 B. Park Facilities Fee Accounting: The City shall maintain accounts and prepare reports in accordance with California Government Code Section 66001 et seq.

3.50.090 Fee Adjustments.

Any person subject to a fee required by this chapter may apply to the Community Development Director, or the Director’s designee, for a reduction, adjustment or waiver of that fee based upon the absence of a reasonable relationship between the impact of that applicant’s development project on Park Facilities in the City and the amount of the fee charged.

A. Application. An applicant shall file a written request to adjust fees with the Community Development Director, not later than 10 days after the City notifies the developer of the amount of the fee to be charged. Additional time, as determined by the Community Development Director, or the Director’s designee, will be allowed when significant additional information is required of the developer. The application shall provide evidence illustrating that the payment of the fee authorized by this chapter and imposed by implementing resolution bears no reasonable relationship or nexus with the impact of the development on the need for Park Facilities within the city and state in detail the factual basis for the request for reduction, adjustment or waiver. If an applicant desires to receive a Building Permit prior to the completion of the appeal process, applicant shall deposit the fee being appealed with the application. Such fee or portion thereof will be refunded if the appeal is successful.

B. Decision of the Community Development Director. The Community Development Director, or the Director’s designee, shall issue a decision on the application within 30 days after the application is filed with the Community Development Department. The Community Development Director’s, or the Director’s designee’s, decision shall state his or her determination regarding the amount of the Park Facilities Fee that may reasonably be imposed on the New Development and include a brief description of the basis for the Director’s decision.

C. Appeal of the Decision of the Community Development Director. Decisions of the Community Development Director, or the Director’s designee, may be appealed to the City Manager. Appeals must be filed within 10 days of the Community Development Director’s, or the Director’s designee decision. The City Manager shall review the application and evidence presented to the Community Development Director and issue a decision within 15 days. The decision of the City Manager is final and may be appealed or protested pursuant to Government Code section 66020.

3.50.100 Fee Refunds.

Upon application, fees collected by the City pursuant to this chapter shall be refunded 31 under the following circumstances:

A. Fees collected pursuant to this chapter are erroneously or illegally collected.

B. The Building Permit expires, and no extension has been granted, for the development project upon which fees were imposed pursuant to this chapter. An application for refund pursuant to this subsection (B) shall be filed with the Community Development Director no later than 90 days after expiration of the Building Permit. The amount of refund shall be reduced by an amount to cover the cost to the City for processing the refund.

3.50.110 Fees in Effect When Fee is Paid.

Unless otherwise required by law, the amount of the fees to be paid under this chapter shall be in the amount of the fee in effect at the time the fee is paid. 32 ATTACHMENT 2
Chapter 3.60

TRANSPORTATION IMPACT MITIGATION FEE
Sections:

3.60.010 Findings and Intent.

3.60.020 Purpose.

3.60.030 Definitions.

3.60.040 Establishment of Transportation Impact Mitigation Fee.

3.60.050 Exemptions.

3.60.060 Determination of Required Fees.

3.60.070 Payment of Fees.

3.60.080 Transportation Fee Fund and Accounting.

3.60.090 Fee Adjustments.

3.60.100 Fee Refunds.

3.60.110 Fees in Effect When Application Complete.

3.60.120 Fee Credits for Implementation and Administration of Transportation Mitigation Measures and/or Construction of Transportation Facilities.

3.60.130 Fee Credits for Improvements Extra to the Project within Assessment Districts.

3.60.140 Development Agreement Projects Exempt.

3.60.010 – Findings and Intent.

The City Council hereby finds and declares that:

A. New Development projects in the city have had and will continue to have significant citywide (other than site specific) impacts on the availability and adequacy of Transportation Facilities.

B. It is the City’s intent and desire to provide efficient, reliable and convenient transit system, improved bicycle routes, and a balanced street system to serve automobiles, pedestrians, bicycles, and transit.

D. The provisions of this Ordinance are enacted pursuant to the City of Foster City General Plan and section 66000, et seq. of the California Government Code (the “Mitigation Fee Act”).
33 3.60.020 Purpose.

The purpose of the Transportation Fee is to fund the planning, design, development, and construction of Transportation Facilities related to New Development and ensure that New Development pays for its fair share of Transportation Facilities.

3.60.030 Definitions.

For the purposes of this chapter, the following terms shall be defined as follows:

A. “Certificate of Occupancy” as used in this Chapter, has the same meaning as in California Government Code section 66007(e).

B. “Building Permit” includes full structural building permits as well as partial permits such as foundation-only permits or tenant improvements.

C. “Governmental or public facilities” shall mean publicly owned buildings and structures used for the purposes of conducting city, county, state or federal government business. Such facilities shall include, but not be limited to, city halls, police and fire stations, offices, equipment yards, sanitation facilities, schools, recreation centers, and similar facilities. Private commercial development projects leasing publicly owned land shall not be considered governmental or public facilities.

D. “Transportation Facilities” shall mean transportation system improvement projects that require physical alteration or expansion of the transportation system. Examples of Transportation Facilities include, but are not limited to, roadway improvements, signalization improvements, other public right-of-way improvements such as bus shelters, and multimodal improvements, such as bikeways and sidewalks.

E. “Transportation Fee” shall mean the Transportation Impact Mitigation Fee imposed on New Development for the purpose of funding Transportation Facilities related to New Development.

F. “New Development” shall mean all new building construction, conversion to a use that intensifies existing transportation demands, and any other new construction that creates additional transportation impacts. New Development shall include new residential and nonresidential development.

3.60.040 Establishment of Transportation Impact Mitigation Fee.

Except as otherwise provided in this chapter, developers of New Development shall pay a Transportation Fee in an amount established by resolution of the City Council in accordance with a nexus study that demonstrates the reasonable relationship between the fee’s use and the type of development project on which the fee will be imposed and 34 demonstrates the reasonable relationship between the need for Transportation Facilities and the type of development projects on which the fees will be imposed.

3.60.050 Exemptions.

A. The following developments shall be exempt from the requirements of this chapter:

1. Governmental or public facilities.

2. Developments on real property owned by a government transportation agency which are used exclusively for public transportation purposes.

3. Public elementary schools and secondary schools.

4. Private schools which meet the requirements contained in California Education Code Section 48222, or its successor, so that attendance at such schools complies with California compulsory education requirements.

5. Alterations, renovations or expansion of an existing building or structure that do not add new square footage or dwelling units or intensify an existing use.

6. Replacement of building square footage or dwelling units on the same lot that does not add new square footage or dwelling units or intensify an existing use.

7. Replacement of a destroyed or partially destroyed or damaged building or structure that does not add new square footage or dwelling units or intensify an existing use.

3.60.060 Determination of Required Fees.

B. The Transportation Fee may be modified automatically on an annual basis in accordance with the change in the Engineering News Record (“ENR”) Construction Cost Index for the San Francisco area. This adjustment shall not require any action of the City Council.

3.60.070 Payment of Fees.
35 A. The fees required by this chapter from a developer shall be paid at the time the City issues a Building Permit for each development project, unless the developer of a residential development requests to enter into an agreement with the City to pay the fees at the time the Certificate of Occupancy is issued, pursuant to California Government Code section 66007(c). An agreement to defer payment until the issuance of a Certificate of Occupancy must be executed and recorded before the City will issue a Building Permit for the development project.

B. If New Development changes or intensifies the existing use on the project site or adds additional square footage to an existing building, thereby requiring the payment of a new or additional Transportation Fee, the fee amount associated with the existing use on the project site shall be credited against the new total fee due, as determined by the Community Development Director, or the Director’s designee; provided, however, that, in no event, shall the City refund the fees previously paid.

3.60.080 Transportation Fee Fund and Accounting.

A. Transportation Fee Fund: Fees collected pursuant to this chapter shall be deposited in the Transportation Fee Fund, and shall be segregated and used and expended primarily to fund planning, design, development, and construction of Transportation Facilities related to New Development. Any interest accrued by the account shall be used solely for the purpose of funding Transportation Facilities.

B. Transportation Fee Accounting: The City shall maintain accounts and prepare reports in accordance with California Government Code Section 66001 et seq.

3.60.090 Fee Adjustments.

Any person subject to a fee required by this chapter may apply to the Community Development Director, or the Director’s designee, for a reduction, adjustment or waiver of that fee based upon the absence of a reasonable relationship between the impact of that applicant’s development project on Transportation Facilities in the city and the amount of the fee charged.

A. Application. An applicant shall file a written request to adjust fees with the Community Development Director, not later than 10 days after the City notifies the developer of the amount of the fee to be charged. Additional time, as determined by the Community Development Director, or the Director’s designee, will be allowed when significant additional information is required of the developer. The application shall provide evidence illustrating that the payment of the fee authorized by this chapter and imposed by implementing resolution bears no reasonable relationship or nexus with the impact of the development on the need for Transportation Facilities within the city and state in detail the factual basis for the request for reduction, adjustment or waiver. If an applicant desires 36 to receive a Building Permit prior to the completion of the appeal process, applicant shall deposit the fee being appealed with the application. Such fee or portion thereof will be refunded if the appeal is successful.

B. Decision of the Community Development Director. The Community Development Director, or the Director’s designee, shall issue a decision on the application within 30 days after the application is filed with the Community Development Department. The Community Development Director’s, or the Director’s designee’s, decision shall state his or her determination regarding the amount of the Transportation Fee that may reasonably be imposed on the New Development and include a brief description of the basis for the Director’s decision.

C. Appeal of the Decision of the Community Development Director. Decisions of the Community Development Director, or the Director’s designee, may be appealed to the City Manager. Appeals must be filed within 10 days of the Community Development Director, or the Director’s designee, decision. The City Manager shall review the application and evidence presented to the Community Development Director, or the Director’s designee, and issue a decision within 15 days. The decision of the City Manager is final and may be appealed or protested pursuant to Government Code section 66020.

3.60.100 Fee Refunds.

Upon application, fees collected by the City pursuant to this chapter shall be refunded under the following circumstances:

A. Fees collected pursuant to this chapter are erroneously or illegally collected.

3.60.110 Fees in Effect When Fee is Paid.

Unless otherwise required by law, the amount of the fees to be paid under this chapter shall be in the amount of the fee in effect at the time the Transportation Fee is paid.

3.60.120 Fee Credits for Implementation of Transportation Mitigation Measures and/or Construction of Transportation Facilities.

A developer may be entitled to a reduction in the amount of the fees required by this chapter, in an amount to be determined by the Community Development Director, or the 37 Director’s designee, if that developer implements transportation mitigation measures or constructs Transportation Facilities. The Community Development Director, or the Director’s designee, determination shall be based upon the actual costs reasonably incurred in constructing the Transportation Facilities.

3.60.130 Fee Credits for Improvements Extra to the Project or Within Assessment Districts.

A developer may be entitled to a reduction in the amount of the Transportation Fees required by this chapter, in an amount to be determined by the Community Development Director, or the Director’s designee, if that developer’s project was required to construct specific Transportation Facilities, which are extra to the project, or the development project is located within the boundaries of an assessment or other special district in which Transportation Facilities were constructed (or are intended to be constructed) with the use of funds derived by virtue of said district and that developer’s property for which development is proposed has been financially encumbered or otherwise burdened to pay for all or a portion of the Transportation Facilities paid for or to be paid for by assessments levied by the district. The Community Development Director, or the Director’s designee, determination of the amount of reduction required pursuant to this section shall be based upon the developer’s actual costs reasonably incurred for the construction of the Transportation Facilities.
38 ATTACHMENT 3
Chapter 3.70

PUBLIC SAFETY IMPACT FEE
Sections:

3.70.020 Purpose.

3.70.030 Definitions.

3.70.040 Establishment of a Public Safety Fee.

3.70.050 Determination of Required Fees.

3.70.060 Payment of Fees.

3.70.070 Public Safety Fee Fund and Accounting.

3.70.080 Fee Adjustments.

3.70.090 Fee Refunds.

3.70.100 Fees in Effect When Application Complete.

3.70.010 Findings and Intent.

The City Council hereby finds and declares that:

A. New Development projects in the city have had and will continue to have significant citywide (other than site specific) impacts on the availability and adequacy of Public Safety Facilities.

B. It is the City’s intent and desire to maintain well developed community facilities including Public Safety Facilities.

D. The provisions of this Ordinance are enacted pursuant to the City of Foster City General Plan and section 66000, et seq. of the California Government Code (the “Mitigation Fee Act”).

3.70.020 Purpose.

A. The purpose of the public safety fee is to fund Public Safety Facilities by providing adequate levels of police and fire facility improvements, vehicles, and other equipment necessary for adequate police and fire service provision related to New Development.

B. The intent of the public safety fee is to provide a funding mechanism to pay for the expansion or construction of Police and Fire facilities, the improvement of 39 existing buildings, and the acquisition of new vehicles and specialized equipment.

3.70.030 Definitions.

For the purposes of this chapter, the following terms shall be defined as follows:

A. "Certificate of Occupancy" as used in this Chapter as the same meaning as in California Government Code section 66007(e).

B. “Building Permit” includes full structural building permits as well as partial permits such as foundation-only permits or permits for tenant improvements.

C. "Public Safety Facility" means police and fire facility improvements, vehicles, and other equipment necessary for adequate police and fire service provision related to New Development.

D. “Public Safety Fee” shall mean the Public Safety Impact Mitigation Fee imposed on New Development for the purpose of funding Public Safety Facilities related to New Development.

E. “New Development” shall mean all new building construction, conversion to a use that intensifies existing public safety demands, and any other new construction that creates additional public safety impacts.

3.70.040 Establishment of a Public Safety Fee.

Except as otherwise provided in this chapter, applicants shall pay a Public Safety Fee in an amount established by resolution of the City Council in accordance with a nexus study that demonstrates the reasonable relationship between the fee’s use and the type of development project on which the fee will be imposed and demonstrates the reasonable relationship between the need for Public Safety Facilities and the type of development projects on which the fees will be imposed.

3.70.050 Determination of Required Fees.

B. The Public Safety Fee may be modified automatically on an annual basis in accordance with the change in the Engineering News Record (“ENR”) Construction Cost Index for the San Francisco area. This adjustment shall not require any action of the City Council.
40 3.70.060 Payment of Fees.

A. The fees required by this chapter from a developer shall be paid at the time the City issues a Building Permit for each development project, unless the developer of a residential development project enters into an agreement with the City to pay the fees at the time the Certificate of Occupancy is issued, pursuant to Government Code section 66007(a). An agreement to defer payment until the issuance of a Certificate of Occupancy must be executed and recorded before the City will issue a Building Permit for the development project.

B. If New Development changes or intensifies the existing use on the project site or adds additional square footage to an existing building, thereby requiring the payment of a new or additional Public Safety Fee, the fee amount associated with the existing use on the project site shall be credited against the new total fee due, as determined by the Community Development Director, or the Director’s designee; provided, however, that, in no event, shall the City refund the fees previously paid.

3.70.070 Public Safety Fee Fund and Accounting.

A. Public Safety Fee Fund: Fees collected pursuant to this chapter shall be deposited in the Public Safety Fee Fund, and shall be segregated and used and expended primarily to fund Public Safety Facilities related to New Development.

Any interest accrued by the account shall be used solely for the purpose of funding Public Safety Facilities.

B. Public Safety Fee Accounting: The City shall maintain accounts and prepare reports in accordance with California Government Code Section 66001 et seq.

3.70.080 Fee Adjustments.

Any person subject to a fee required by this chapter may apply to the Community Development Director, or the Director’s designee, for a reduction, adjustment or waiver of that fee based upon the absence of a reasonable relationship between the impact of that applicant’s development project on Public Safety Facilities in the City and the amount of the fee charged.

A. Application. An applicant shall file a written request to adjust fees with the Community Development Director, not later than 10 days after the city notifies the developer of the amount of the fee to be charged. Additional time, as determined by the Community Development Director, or the Director’s designee, will be allowed when significant additional information is required of the developer. The application shall provide evidence illustrating that the payment of the fee authorized by this chapter and imposed by implementing resolution bears no reasonable relationship or nexus to the impact of the development on the need for Public Safety Facilities within the City and state in detail the factual 41 basis for the request for reduction, adjustment or waiver. If an applicant desires to receive a Building Permit prior to the completion of the appeal process, applicant shall deposit the fee being appealed with the application. Such fee or portion thereof will be refunded if the appeal is successful.

B. Decision of the Community Development Director. The Community Development Director, or the Director’s designee, shall issue a decision on the application within 30 days after the application is filed with the Community Development Department. The Community Development Director’s, or the Director’s designee’s, decision shall state his or her determination regarding the amount of the Public Safety Fee that may reasonably be imposed on the subject New Development and include a brief description of the basis for the Director’s decision.

C. Appeal of the Decision of the Community Development Director. Decisions of the Community Development Director, or the Director’s designee, may be appealed to the City Manager. Appeals must be filed within 10 days of the Community Development Director’s, or the Director’s designee’s, decision. The City Manager shall review the application and evidence presented to the Community Development Director, or the Director’s designee, and issue a decision within 15 days. The decision of the City Manager is final and may be appealed or protested pursuant to Government Code section 66020.

3.70.090 Fee Refunds.

Upon application, fees collected by the City pursuant to this chapter shall be refunded under the following circumstances:

A. Fees collected pursuant to this chapter are erroneously or illegally collected.

3.70.100 Fees in Effect When Fee is Paid.

Unless otherwise required by law, the amount of the fees to be paid under this chapter shall be in the amount of the fee in effect at the time the fee is paid. 42 DATE: July 18, 2022

TO: Mayor and Members of the City Council

VIA: Stefan Chatwin, City Manager

FROM: Louis Sun, Public Works Director

SUBJECT: VACATE A 10-FOOT PUBLIC UTILITY EASEMENT LOCATED ON OR ABOUT THE PROPERTY IDENTIFIED AS 630 LEO
DRIVE (APN 094-410-580) PURSUANT TO SECTIONS 8330-
8336 OF THE STREETS AND HIGHWAYS CODE

RECOMMENDATION

It is recommended that the City Council adopt the attached resolution for the summary vacation of a 10-foot Public Utility Easement (PUE) located on or about the property at 630 Leo Drive.

EXECUTIVE SUMMARY

The City Council is requested to approve the attached resolution adopting the summary vacation of a 10-foot Public Utility Easement at or about the property at 630 Leo Drive. The resolution is pursuant to Sections 8330-8336 of the Streets and Highways Code (SHC). State law requires approval of a legislative body of the local agency to summarily vacate a public service easement. Proceedings will be conducted in accordance with Division 9, Change of Grade and Vacation, Part 3, Public Streets, Highways, and Service Easements Vacation Law, Chapter 4, Summary Vacation Procedure of the Streets and Highways Code.

43 BACKGROUND

On August 9, 2021, Foster City resident, Mr. Steve Okamoto, was issued a building permit to demolish an existing swimming pool at his 630 Leo Drive residence. Mr. Okamoto intended to build an additional dwelling unit (ADU) in its place. After submitting plans for the ADU to Foster City’s Community Development Department (CDD), it was discovered that there was an existing 10-foot PUE within the proposed building footprint where the swimming pool once was.

Since his submittal to CDD, Mr. Okamoto has applied to the City of Foster City’s Public Works Department (PWD) to summarily vacate the 10-foot PUE pursuant to Sections 8330-8336 of the SHC. Section 8333 (a) of the SHC states that the legislative body of a local agency may summarily vacate a public service easement if, “The easement has not been used for the purpose for which it was dedicated or acquired for five consecutive years immediately preceding the proposed vacation.” During the demolition and excavation of the swimming pool, there was no utility infrastructure found within the 10-foot PUE.

Mr. Okamoto plans on continuing the process of building an ADU on his property pending the approval from City Council to adopt the attached resolution for the summary vacation of the 10-foot PUE.

ANALYSIS

Vacation proceedings must be conducted in accordance with Division 9, Change of Grade and Vacation, Part 3, Public Streets, Highways, and Service Easements Vacation Law, Chapter 4, Summary Vacation Procedure of the Streets and Highways Code. To summarily vacate a public service easement, the City must be able to make the necessary findings, that the easement to be vacated has not been used for the purpose for which it was dedicated or acquired for five consecutive years immediately preceding the proposed vacation. The pool was installed over 40 years ago. During excavation of the swimming pool at 630 Leo Drive, there was no utility infrastructure found within the 10-foot PUE. Thus, a finding can be made that pursuant to Section 8333 (a) of the SHC, this easement has not been used for the purpose for which it was dedicated or acquired.

As part of the summary vacation process for the 10-foot PUE at 630 Leo Drive, letters were sent on February 10, 2022 to utility companies informing 44 them of the proposed summary vacation of the 10-foot PUE located at or about 630 Leo Drive. PG&E has responded indicating that they have no objections to the proposed vacation. Neither AT&T, nor Comcast have responded to the issued letter. However, no facilities were found in the easement area.

Mr. Okamoto has submitted a Plat and Legal prepared by a licensed surveyor demonstrating the exact location and dimensions of the proposed vacation easement.

Upon approval of the attached resolution, the attached Plat and Legal and the approved resolution will be recorded with the County Recorder. Upon recordation, the vacation is complete.

FISCAL IMPACT

There is no fiscal impact associated with this action. Third party review fees and staff time are covered through the fees collected for this project.

CITY COUNCIL VISION, MISSION, AND VALUE/PRIORITY AREA

This action is in alignment with the City Council’s "Smart Planning and Development" and "Facilities and Infrastructure" Value/Priority Areas. The key outcome is to maintain a standard of excellence for City facilities, to preserve and enhance the quality of life for future generations and to create a long-term vision that protects, maintains, and enhances the quality of life for future generations.

Attachments:
 Attachment 1 - Resolution
 Attachment 2 - Exhibit A - Legal Description of 10-foot Public Utility Easement Vacation
 Attachment 3 - Exhibit B - Plat of Accompany Legal Description - Vacation of 10-foot Public Utility Easement 630 Leo Drive 45 RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FOSTER CITY APPROVING THE SUMMARY VACATION OF A 10-FOOT PUBLIC UTILITY EASEMENT LOCATED ON OR ABOUT THE PROPERTY IDENTIFIED AS 630 LEO DRIVE (APN 094-410-580)

CITY OF FOSTER CITY
WHEREAS, Foster City resident, Mr. Steve Okamoto (Owner of 630 Leo Drive residence), has requested that the City Council approve the summary vacation of a 10- foot Public Utility Easement at 630 Leo Drive, as described in Exhibit A and depicted in Exhibit B; and
WHEREAS, pursuant to Division 9, Change of Grade and Vacation, Part 3, Public Streets, Highways, and Service Easements Vacation Law, Chapter 4, Section 8333 (a) of the Summary Vacation Procedure of the Streets and Highways Code, the legislative body of a local agency may summarily vacate a public easement if it has not been used for the purpose for which it was dedicated or acquired for five consecutive years immediately preceding the proposed vacation; and
WHEREAS, the existing 10-foot easement is located within the footprint of a pool that was on the property for over 40 years; and no utility infrastructure was found during the demolition of the swimming pool; and
WHEREAS, summary vacation request letters were sent to utility companies on February 10, 2022 informing them of the proposed easement vacation. PG&E responded indicating that they have no objections to the proposed vacation; and WHEREAS, neither AT&T nor Comcast facilities responded, however no facilities were found in the easement area; and
WHEREAS, the requirements for the summary vacation of the 10-foot utility easement are satisfied, as the easement has not been used for the intended purpose for which it was designated and acquired for.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Foster City does hereby approve the summary vacation of a 10-foot Public Utility Easement at 630 Leo Drive pursuant to Division 9, Change of Grade and Vacation, Part 3, Public Streets, Highways, and Service Easements Vacation Law, Chapter 4, Summary Vacation Procedure of the Streets and Highways Code. §§8330-8336 et seq., for the summary vacation of a 10-foot easement as described on Exhibit A and as depicted on Exhibit B, located on or about the property identified as 630 Leo Drive (APN 094-410-580). 46 PASSED AND ADOPTED as a resolution of the City Council of the City of Foster City at the regular meeting held on the 18th day of July, 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

RICHA AWASTHI, MAYOR
ATTEST:

PRISCILLA SCHAUS, CITY CLERK
47 Attachment 2
48 Attachment 3
49 DATE: July 18, 2022

TO: Mayor and Members of the City Council

VIA: Stefan Chatwin, City Manager

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

SUBJECT: 3-YEAR MICROSOFT ENTERPRISE AGREEMENT,

PURCHASED THROUGH SOFTWAREONE, WITH A TOTAL
NOT-TO-EXCEED $297,403.41

RECOMMENDATION

It is recommended that the City Council approve the attached resolution authorizing the Mayor to execute a three-year renewal of the Microsoft Enterprise Agreement (“EA”) through SoftwareOne in the amount not-to- exceed $297,403.41.

EXECUTIVE SUMMARY

The City’s current Microsoft EA comes to an end on July 30, 2022. The proposed agreement for City Council consideration will provide the City with consistent pricing for Microsoft software for the next 3 years in the total amount not-to-exceed $297,403.41.

BACKGROUND/ANALYSIS

The City of Foster City has been using Microsoft software for at least 25 years. Over those years, the City has used various licensing models to procure the required licenses to use the software.

50 This Enterprise Agreement is based on a Cooperative Purchasing Agreement negotiated by the County of Riverside which provides substantial discounts for the City’s Microsoft licensing and service needs.

The Microsoft EA has been beneficial in helping the City standardize its server and productivity software, and has allowed the City the rights to use the latest Microsoft products, provides maintenance benefits, cloud-based services, technical support, online training, and simplifies license management to ensure the City is consistently in compliance with Microsoft.

The not-to-exceed amount includes three (3) annual payments to cover the current licensing ($86,203.89 x 3) plus an annual 15% contingency ($12,930.58 x 3) to cover any additional licensing that may be needed to purchase during the agreement term.

FISCAL IMPACT

Funding is budgeted and available for the Microsoft licensing in the approved FY 2022-2023 Information Technology (IT) budget. Future year’s EA payments will be requested in the IT operating budget for those respective years.

CITY COUNCIL VISION, MISSION, AND VALUE/PRIORITY AREA

This project is included in the "Innovation and Sustainability" Value/Priority Area. More specifically, this falls under the initiative "Prioritize City modernization efforts and explore Foster City applications."

Attachments:
 Attachment 1 - Resolution
 Attachment 2 - Agreement
 Attachment 3 - SoftwareOne Quote
51 RESOLUTION NO. __________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FOSTER CITY AUTHORIZING THE MAYOR TO EXECUTE A 3- YEAR MICROSOFT ENTERPRISE

AGREEMENT, PURCHASED THROUGH SOFTWAREONE, WITH A TOTAL NOT-TO- EXCEED $297,403.41

CITY OF FOSTER CITY
WHEREAS, Microsoft software must be properly licensed in order for the City to stay in compliance; and
WHEREAS, the City’s current Microsoft Agreement comes to an end on July 30, 202; and
WHEREAS, Foster City can piggyback on the County of Riverside Microsoft Enterprise Agreement; and
WHEREAS, the Microsoft Enterprise Agreement allows the City to standardize server and productivity software, stay secure by using the latest software versions, and provide training to end users; and
WHEREAS, this Microsoft Enterprise Agreement is a 3-year agreement with annual payments.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Foster City does hereby authorize the Mayor to execute a 3- year Microsoft Enterprise Agreement, purchased through SoftwareOne, with a total not-to-exceed $297,403.41 PASSED AND ADOPTED as a resolution of The City Council of the City of at the regular meeting held on the 18th day of July, 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_________________________________

RICHA AWASTHI, MAYOR
ATTEST:
________________________________

PRISCILLA SCHAUS, CITY CLERK
52 ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(May2020) Page 1 of 2 Document X20-12883

Program Signature Form
MBA/MBSA number

5-0000008719283
Agreement number 8084445

Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here, or listed below as new.

For the purposes of this form, “Customer” can mean the signing entity, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement.

This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below.

Contract Document Number or Code
Enterprise Enrollment (Indirect) X20-10635
Sub250 Form W29
Enterprise Amendment M97 (New)
Product Selection Form 1206209.005_PSF
By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents.

Customer
Name of Entity (must be legal entity name)* City of Foster City Signature*
Printed First and Last Name*
Printed Title
Signature Date*
Tax ID
* indicates required field
Microsoft Affiliate
Microsoft Corporation
Signature
Printed First and Last Name
Printed Title
Signature Date
(date Microsoft Affiliate countersigns)
Agreement Effective Date
(may be different than Microsoft’s signature date)
53 ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(May2020) Page 2 of 2 Document X20-12883

Optional 2nd Customer signature or Outsourcer signature (if applicable) Customer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
* indicates required field
Outsourcer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
* indicates required field
If Customer requires additional contacts or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form.

After this signature form is signed by the Customer, send it and the Contract Documents to Customer’s channel partner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy.

Microsoft Corporation
Dept. 551, Volume Licensing
6880 Sierra Center Parkway
Reno, Nevada 89511
USA
54 EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 1 of 10
Document X20-10635

Enterprise Enrollment State and Local
Enterprise Enrollment number
(Microsoft to complete) 50912133 Framework ID
(if applicable)
Previous Enrollment number
(Reseller to complete) 66045118

This Enrollment must be attached to a signature form to be valid.

This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form as of the effective date. Enrolled Affiliate represents and warrants it is the same Customer, or an Affiliate of the Customer, that entered into the Enterprise Agreement identified on the program signature form.

This Enrollment consists of: (1) these terms and conditions, (2) the terms of the Enterprise Agreement identified on the signature form, (3) the Product Selection Form, (4) the Product Terms, (5) the Online Services Terms, ( 6) any Supplemental Contact Information Form, Previous Agreement/Enrollment form , and other forms that may be required, and (7) any order submitted under this Enrollment. This Enrollment may only be entered into under a 2011 or later Enterprise Agreement. By entering into t his Enrollment, Enrolled Affiliate agrees to be bound by the terms and conditions of the Enterprise Agreement.

All terms used but not defined are located at http://www.microsoft.com/licensing/contracts. In the event of any conflict the terms of this Agreement control.

Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or more previous Enrollments or agreements, then the effective date will be the day after the first prior Enrollment or agreement expires or terminates. If this Enrollment is renewed, the effective date of the renewal term will be the day after the Expiration Date of the initial term. Otherwise, the effective date will be the date this Enrollment is accepted by Microsoft. Any reference to “anniversary date” refers to the anniversary of the effective date of the applicable initial or renewal term for each year this Enrollment is in effect.

Term. The initial term of th is Enrollment will expire on the last day of the month, 36 full calendar months from the effective date of the initial term . The renewal term will expire 36 full calendar m onths after the effective date of the renewal term.

Terms and Conditions

1. Definitions.

Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The following definitions are used in this Enrollment:
“Additional Product” means any Product identified as such in the Product Terms and chosen by Enrolled Affiliate under this Enrollment.
“Community” means the community consisting of one or more of the following: (1) a Government, (2) an Enrolled Affiliate using eligible Government Community Cloud Services to provide solutions to a Government or a qualified member of the Community, or (3) a Customer with Customer Data that is subject to Government regulations for which Customer determines and Microsoft agrees that the use of Government Community Cloud Services is appropriate to meet Customer’s regulatory requirements. 55 EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 2 of 10
Document X20-10635

Membership in the Comm unity is ultimately at Microsoft’s discretion, which may vary by Government Community Cloud Service.
“Enterprise Online Service” means any Online Service designated as an Enterprise Online Service in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are treated as Online Services, except as noted.
“Enterprise Product” means any Desktop Platform Product that Microsoft designates as an Enterprise Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products must be licensed for all Qualified Devices and Qualified Users on an Enterprise -wide basis under this program.
“Expiration Date” means the date upon which the Enrollment expires. “Federal Agency” means a bureau, office, agency, department or other entity of the United States Government.
“Government” means a Federal Agency, State/Local Entity, or Tribal Entity acting in its governmental capacity.
“Government Community Cloud Services” means Microsoft Online Services that are provisioned in Microsoft’s multi-tenant data centers for exclusive use by or for the Community and offered in accordance with the National Institute of Standards and Technology (NIST) Special Publication 800- 145. Microsoft Online Services that are Government Community Cloud Services are designated as such in the Use Rights and Product Terms.
“Industry Device” (also known as line of business device) means any device that: (1) is not useable in its deployed configuration as a general purpose personal computing device (such as a personal computer), a multi-function server, or a commercially viable substitute for one of these systems; and (2) only employs an industry or task-specific software program (e.g. a computer-aided design program used by an architect or a point of sale program) (“Industry Program”). The device may include features and functions derived from Microsoft software or third-party software. If the device performs desktop functions (such as email, word processing, spreadsheets, database, network or Internet browsing, or scheduling, or personal finance), then the desktop functions: (1) may only be used for the purpose of supporting the Industry Program functionality; and (2) must be technically integrated with the Industry Program or employ technically enforced policies or architecture to operate only when used with the Industry Program functionality. “Managed Device” means any device on which any Affiliate in the Enterprise directly or indirectly controls one or more operating system environments. Examples of Managed Devices can be found in the Product Terms.
“Qualified Device” means any device that is used by or for the benefit of Enrolled Affiliate’s Enterprise and is: (1) a personal desktop computer, portable computer, workstation, or similar device capable of running Windows Pro locally (in a physical or virtual operating system environment), or (2) a device used to access a virtual desktop infrastructure (“VDI”). Qualified Devices do not include any device that is: (1) designated as a server and not used as a personal computer, (2) an Industry Device, or (3) not a Managed Device. At its option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is used by or for the benefit of the Enrolled A ffiliate’s Enterprise as a Qualified Device for all or a subset of Enterprise Products or Online Services the Enrolled Affiliate has selected. “Qualified User” means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access License or any Enterprise Online Service. It does not include a person who accesses server software or an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms. “Reseller” means an entity authorized by Microsoft to resell Licenses under this program and engaged by an Enrolled Affiliate to provide pre- and post-transaction assistance related to this agreement; “Reserved License” means for an Online Service identified as eligible for true -ups in the Product Terms, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available for activation.
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"State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any United States county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer’s state and located within Customer’s state’s jurisdiction and geographic boundaries. “Tribal Entity” means a federally recognized tribal entity performing tribal governmental functions and eligible for funding and services from the U. S. Department of Interior by virtue of its status as an Indian tribe.
“Use Rights” means, with respect to any licensing program, the use rights or terms of service for each Product and version published for that licensing program at the Volume Licensing Si te and updated from time to time. The Use Rights include the Product -Specific License Terms, the License Model terms, the Universal License Terms, the Data Protection Terms, and the Other Legal Terms. The Use Rights supersede the terms of any end user license agreement (on- screen or otherwise) that accompanies a Product.
“Volume Licensing Site” means http://www.microsoft.com/licensing/contracts or a successor site.

2. Order requirements.
a. Minimum order requirements. Enrolled Affiliate’s Enterprise must have a minimum of 250 Qualified Users or Qualified Devices. The initial order must include at least 250 Licenses for Enterprise Products or Enterprise Online Services.
(i) Enterprise commitment. Enrolled Affiliate must order enough Licenses to cover all Qualified Users or Qualified Devices, depending on the License Type, with one or more Enterprise Products or a mix of Enterprise Products and the corresponding Enterprise Online Services (as long as all Qualified Devices not covered by a License are only used by users covered with a user License).
(ii) Enterprise Online Services only. If no Enterprise Product is ordered, then Enrolled Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online Services.
b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products.
c. Use Rights for Enterprise Products. For Enterprise Products, if a new Product version has more restrictive use rights than the version that is current at the start of the applicable initial or renewal term of the Enrollment, those more restrictive use rights will not apply to Enrolled Affiliate’s use of that Product during that term.
d. Country of usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any additional orders.
e. Resellers. Enrolled Affiliate must choose and maintain a Reseller authorized in the United States. Enrolled Affiliate will acquire its Licenses through its chosen Reseller. Orders must be submitted to the Reseller who will transmit the order to Microsoft. The Reseller and Enrolled Affiliate determine pricing and payment terms as between them, and Microsoft will invoice the Reseller based on those terms. Throughout this Agreement the term “price” refers to reference price. Resellers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft.
f. Adding Products.
(i) Adding new Products not previously ordered. New Enterprise Products or Enterprise Online Services may be added at any time by contacting a Microsoft Account Manager or Reseller. New Additional Products, other than Online Services, may be used if an order is placed in the month the Product is first used. For Additional Products that are Online Services, an initial order for the Online Service is required prior to use. 57 EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 4 of 10
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(ii) Adding Licenses for previously ordered Products. Additional Licenses for previously ordered Products other than Onl ine Services may be added at any time but must be included in the next true-up order. Additional Licenses for Online Services must be ordered prior to use, unless the Online Services are (1) identified as eligible for true -up in the Product Terms or (2) included as part of other Licenses. g. True-up requirements. Enrolled Affiliate must submit an annual true- up order that accounts for any changes since the initial order or last order. If there are no changes, then an update statement must be submitted instead of a true-up order. (i) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the number of Qualified Devices and Qualified Users (if ordering user -based Licenses) at the time the true-up order is placed and must order additional Licenses for all Qualified Devices and Qualified Users that are not already covered by existing Licenses, including any Enterprise Online Services.
(ii) Additional Products. For Additional Products that have been previously ordered under this En rollment, Enrolled Affiliate must determine the maximum number of Additional Products used since the latter of the initial order, the last true -up order, or the prior anniversary date and submit a true-up order that accounts for any increase. (iii) Online Servic es. For Online Services identified as eligible for true -up in the Product Terms, Enrolled Affiliate may place a reservation order for the additional Licenses prior to use and payment may be deferred until the next true- up order. Microsoft will provide a report of Reserved Licenses ordered but not yet invoiced to Enrolled Affiliate and its Reseller. Reserved Licenses will be invoiced retrospectively to the month in which they were ordered.
(iv) Subscription License reductions. Enrolled Affiliate may reduce the quantity of Subscription Licenses at the Enrollment anniversary date on a prospective basis if permitted in the Product Terms, as follows:
1) For Subscription Licenses that are part of an Enterprise-wide purchase, Licenses may be reduced if the total quantity of Licenses and Software Assurance for an applicable group meets or exceeds the quantity of Qualified Devices and Qualified Users (if ordering user-based Licenses) identified on the Product Selection Form, and includes any additional Qualified Devices and Qualified Users added in any prior true-up orders.

Step-up Licenses do not count towards this total count. 2) For Enterprise Online Services that are not a part of an Enterprise- wide purchase, Licenses can be reduced as long as the initial order minimum requirements are maintained.
3) For Additional Products available as Subscription Licenses, Enrolled Affiliate may reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliate’s use of the applicable Subscription License will be cancelled.

Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true -up order Enrollment anniversary date and effective as of such date. (v) Update statement. An update statement must be submitted instead of a true-up order if, since the initial order or last true- up order, Enrolled Affiliate’s Enterprise: (1) has not changed the number of Qualified Devices and Qualified Users licensed with Enterprise Products or Enterprise Online Services; and (2) has not increased its usage of Additional Products. This update statement must be signed by Enrolled Affiliat e’s authorized representative.
(vi) True-up order period. The true- up order or update statement must be received by Microsoft between 60 and 30 days prior to each Enrollment anniversary date. The third - year true-up order or update statement is due within 30 days prior to the Expiration Date, and any license reservations within this 30 day period will not be accepted. Enrolled Affiliate 58 EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 5 of 10
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may submit true-up orders more often to account for increases in Product usage, but an annual true-up order or update statement must still be submitted during the annual order period.
(vii) Late true-up order. If the true -up order or update statement is not received when due, Microsoft will invoice Reseller for all Reserved Licenses not previously invoiced and Subscription License reductions cannot be reported until the following Enrollment anniversary date (or at Enrollment renewal, as applicable). h. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate may step-up to a higher edition or suite as follows:
(i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to the true-up process.
(ii) If step -up Licenses are not included on an initial order, Enrolled Affiliate may step -up initially by following the process described in the Section titled “Adding new Products not previously ordered,” then for additional step- up Licenses, by following the true -up order process.
i. Clerical errors. Microsoft may correct clerical errors in this Enrollment, and any documents submitted with or under this Enrollment, by providing notice by email and a reasonable opportunity for Enrolled Affil iate to object to the correction. Clerical errors include minor mistakes, unintentional additions and omissions. This provision does not apply to material terms, such as the identity, quantity or price of a Product ordered. j. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance with this Enrollment as set forth in the Enterprise Agreement.

3. Pricing.
a. Price Levels. For both the initial and any renewal term Enrolled Affiliate’s Price Level for all Products ordered under this Enrollment will be Level “D” throughout the term of the Enrollment. b. Setting Prices. Enrolled Affiliate’s prices for each Product or Service will be established by its Reseller. Except for Online Services designated in the Product Terms as being exempt from fixed pricing, As long as Enrolled Affiliate continues to qualify for the same price level, Microsoft’s prices for Resellers for each Product or Service ordered will be fixed throughout the applicable initial or renewal Enrollment term. Microsoft’s prices to Resellers are reestablished at the beginning of the renewal term.

4. Payment terms.

For the initial or renewal order, Microsoft will invoice Enrolled Affiliate’s Reseller in three equal annual installments. The first installment will be invoiced upon Microsoft’s acceptance of this Enrollment and remaining installments will be invoiced on each subsequent Enrollment anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront for Online Services and upfront for all other Licenses.

5. End of Enrollment term and termination.
a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses for Products it has used but has not previously submitted an order, except as otherwis e provided in this Enrollment.
b. Renewal option. At the Expiration Date of the initial term , Enrolled Affiliate can renew Products by renewing this Enrollment for one additional 36- month term or by signing a new Enrollment. Microsoft must receive a Renewal Form, Product Selection Form , and renewal order prior to or at the Expiration Date. Microsoft will not unreasonably reject any renewal. 59 EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 6 of 10
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Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at renewal. c. If Enrolled Affiliate elects not to renew.
(i) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring a new License with Software Assurance. (ii) Online Services eligible for an Extended Term. For Online Services identified as eligible for an Extended Term in the Product Terms, the following options are available at the end of the Enrollment initial or renewal term.
1) Extended Term. Licenses for Online Services will automatically expire in accordance with the terms of the Enrollment. An extended term feature that allows Online Services to continue month- to-month (“Extended Term”) is available. During the Extended Term, Online Services will be invoiced monthly at the then- current published price as of the Expiration Date pl us a 3% administrative fee for up to one year . If Enrolled Affiliate wants an Extended Term, Enrolled Affiliate must submit a request to Microsoft at least 30 days prior to the Expiration Date.
2) Cancellation during Extended Term. At any time during the fir st year of the Extended Term, Enrolled Affiliate may terminate the Extended Term by submitting a notice of cancellation to Microsoft for each Online Service. Thereafter, either party may terminate the Extended Term by providing the other with a notice of cancellation for each Online Service. Cancellation will be effective at the end of the month following 30 days after Microsoft has received or issued the notice. (iii) Subscription Licenses and Online Services not eligible for an Extended Term. If Enrolled Affiliate elects not to renew, the Licenses will be cancelled and will terminate as of the Expiration Date. Any associated media must be uninstalled and destroyed and Enrolled Affiliate’s Enterprise must discontinue use. Microsoft may request written certification to verify compliance.
d. Termination for cause. Any termination for cause of this Enrollment will be subject to the “Termination for cause” section of the A greement. In addition, it shall be a breach of this Enrollment if Enrolled Affiliate or any Affiliate in the Enterprise that uses Government Community Cloud Services fails to meet and maintain the conditions of membership in the definition of Community.
e. Early termination. Any early termination of this Enrollment will be subject to the “Early Termination” Section of the Enterprise Agreement.

For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid in advance for the period after termination.

6. Government Community Cloud.
a. Community requirements. If Enrolled Affiliate purchases Government Community Cloud Services, Enrolled Affiliate certifies that it is a member of the Community and agrees t o use Government Community Cloud Services solely in its capacity as a member of the Community and, for eligible Government Community Cloud Services, for the benefit of end users that are members of the Community. Use of Government Community Cloud Services by an entity that is not a member of the Community or to provide services to non-Community members is strictly prohibited and could result in termination of Enrolled Affiliate’s license(s) for Government Community Cloud Services without notice. Enrolled Affiliate acknowledges that only Community members may use Government Community Cloud Services. b. All terms and conditions applicable to non-Government Community Cloud Services also apply 60 EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 7 of 10
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to their corresponding Government Community Cloud Services, except as otherwise noted in the Use Rights, Product Terms, and this Enrollment.
c. Enrolled Affiliate may not deploy or use Government Community Cloud Services and corresponding non-Government Community Cloud Services in the same domain. d. Use Rights for Gover nment Community Cloud Services. For Government Community Cloud Services, notwithstanding anything to the contrary in the Use Rights:
(i) Government Community Cloud Services will be offered only within the United States. (ii) Additional European Terms, as set forth in the Use Rights, will not apply. (iii) References to geographic areas in the Use Rights with respect to the location of Customer Data at rest, as set forth in the Use Rights, refer only to the United States. 61 EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 8 of 10
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Enrollment Details

1. Enrolled Affiliate’s Enterprise.
a. Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate’s Enterprise must consist of entire offices, bureaus, agencies, departments or other entities of Enrolled Affiliate, not partial offices, bureaus, agencies, or departments, or other partial entities.

Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise to include the Enrolled Affiliate only. If more than one box is checked, Microsoft will deem the Enterprise to include the largest number of Affiliates:
 Enrolled Affiliate only
 Enrolled Affiliate and all Affiliates
 Enrolled Affiliate and the following Affiliate(s) (Only identify specific affiliates to be included if fewer than all Affiliates are to be included in the Enterprise):

 Enrolled Affiliate and all Affiliates, with following Affiliate(s) excluded:

b. Please indicate whether the Enrolled Affiliate’s Enterprise will include all new Affiliates acquired after the start of this Enrollment: Exclude future Affiliates

2. Contact information.

Each party will notify the other in writing if any of the information in the following contact information page(s) changes. The asterisks (*) indicate required fields. B y providing contact information, Enrolled Affiliate consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates, and other parties that help administer this Enrollment. The personal information provided in connection with this Enrollment will be used and protected in accordance with the privacy statement available at https://www.microsoft.com/licensing/servicecenter.
a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Affiliate’s Enterprise. This contact is also an Online Administrator for the Volume Licensing Service Center and may grant online access to others. The primary contact will be the default contact for all purposes unless separate contacts are identified for specific purposes Name of entity (must be legal entity name)* City of Foster City Contact name* First Rob Last Lasky
Contact email address* [email protected]
Street address* 610 Foster City Bouelevard
City* Foster City
State* CA
Postal code* 94404-2222-
(Please provide the zip + 4, e.g. xxxxx-xxxx)
Country* United States
Phone* 650-286-3216
Tax ID
* indicates required fields
b. Notices contact and Online Administrator. This contact (1) receives the contractual notices, (2) is the Online Administrator for the Volume Licensing Service Center and may grant online access to others, and (3) is authorized to order Reserved Licenses for eligible Online Servies, including adding or reassigning Licenses and stepping-up prior to a true-up order. 62 EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 9 of 10
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 Same as primary contact (default if no information is provided below, even if the box is not checked).

Contact name* First Rob Last Lasky
Contact email address* [email protected]
Street address* 610 Foster City Bouelevard
City* Foster City
State* CA
Postal code* 94404-2222-
(Please provide the zip + 4, e.g. xxxxx-xxxx)
Country* United States
Phone* 650-286-3216
Language preference. Choose the language for notices. English  This contact is a third party (not the Enrolled Affiliate). Warning: This contact receives personally identifiable information of the Customer and its Affiliates. * indicates required fields
c. Online Services Manager. This contact is authorized to manage the Online Services ordered under the Enrollment and (for applicable Online Services) to add or reassign Licenses and step-up prior to a true-up order.

Same as notices contact and Online Administrator (default if no information is provided below, even if box is not checked)
Contact name*: First Rob Last Lasky
Contact email address* [email protected]
Phone* 650-286-3216
 This contact is from a third party organization (not the entity). Warning: This contact receives personally identifiable information of the entity.
* indicates required fields
d. Reseller information. Reseller contact for this Enrollment is:

Reseller company name* SoftwareONE, Inc.

Street address (PO boxes will not be accepted)* 20875 Crossroads Circle, Suite 1 City* Waukesha
State* WI
Postal code* 53186-4093
Country* United States
Contact name* MS. Admin
Phone* 262-317-5555
Contact email address* [email protected]
* indicates required fields
By signing below, the Reseller identified above confirms that all information provided in this Enrollment is correct.

Signature*
Printed name*
Printed title*
Date*
* indicates required fields
Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the Bridget Hardwick

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other party using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect.
e. If Enrolled Affiliate requires a separate contact for any of the following, attach the Supplemental Contact Information form. Otherwise, the notices contact and Online Administrator remains the default.
(i) Additional notices contact
(ii) Software Assurance manager
(iii) Subscriptions manager
(iv) Customer Support Manager (CSM) contact

3. Financing elections.

Is a purchase under this Enrollment being financed through MS Financing?  Yes,  No.

If a purchase under this Enrollment is financed through MS Financing, and Enrolled Affiliate chooses not to finance any associated taxes, it must pay these taxes directly to Microsoft. 64 PrevEnrAgrForm(WW)(ENG)(Oct2019) Page 1 of 1
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Previous Enrollment(s)/Agreement(s) Form
Entity Name: City of Foster City
Contract that this form is attached to: State Local Government For the purposes of this form, “ entity” can mean the signing entity, Customer, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement.

Please provide a description of the previous Enrollment(s), Agreement(s) , Purchasing Account(s), and/or Affiliate Registration(s) being renewed or consolidated into the new contract identified above. a. Entity may select below any previous contract(s) from which to transfer MSDN subscribers to this new contract. Entity shall ensure that each MSDN subscriber transferred is either properly licensed under the new contract or is removed. b. Entity may select below only on e previous contract from which to transfer the Software Assurance (SA) Benefit contact details, i.e., benefits contact (not the SA manager) and the program codes, to this new contract.
c. An Open License cannot be used to transfer either the SA Benefit detail s or MSDN subscribers.
d. The date of the earliest expiring Enrollment/Agreement that contains SA or Online Services will be the effective date of the new contract (or SA coverage period for Select Plus). e. Please insert the number of the earliest expiring Enro llment/Agreement with SA or Online Services in the appropriate fields of the new contract.

Enrollment/Agreement/
Purchasing Account/Affiliate
Registration Description
Enrollment/Agreement/
Purchasing Account/Affiliate
Registration Public Customer
Number
Transfer
SA Benefit
Contact
Transfer
MSDN
Subscribers
Standard Enrollment 66045118 X X

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Amendment to Contract Documents
Enrollment Number

7-32ATRJ5WBB

These amendments are entered into between the parties identified on the attached program signature form. They amend the Enrollment or Agreement identified above. All terms used but not defined in these amendments will have the same meanings provided in that Enrollment or Agreement.

Enterprise Enrollment (Indirect)
Invoice for Quoted Price
Amendment ID M97
The price quoted to Enrolled Affiliate’s Reseller is a fixed price based on an estimated order submission date. Microsoft will invoice Enrolled Affiliate’s Reseller based on this fixed price quote. If this order is submitted later than the estimated order submission date, Enrolled Affiliate’s Reseller will be charged for net new Monthly Subscriptions (including Online Services) for the period during which these services were not provided. Pricing to Enrolled Affiliate is agreed between Enrolled Affiliat e and Enrolled Affiliate’s Reseller.

SKU Number SKU Description Existing Quantity Incremental quantities
AAA-10726 M365 E3 Original FSA
Sub Per User 1000
AAA-10756 M365 E3 Original Sub Per
User 1965 1085
LVU-00002 O365 Data Loss
Prevention Sub Per User 24247
N9U-00002 Visio P2 Sub Per User 140
AAA-51069 Win OLS Activation User
Alng Sub Add-on E3 4050
G5F-00002 Defender Identity Sub Per
User 500
KF5-00002 Defender O365 P1 Sub
Per User
26962 1335
4DS-00001 EOA Exchange Online
Sub Per User
23997 250
JFX-00003 M365 F3 FUSL Sub Per
User
23997 250
SPU-00002 Power Automate Sub Per
User
1 NK4-00002 Power BI Pro Sub Per
User
31 7LS-00002 Project P3 Sub Per User 101
66 AmendmentApp v4.0 M97,M130 B

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SKU Number SKU Description Existing Quantity Incremental quantities
NYG-00001 Teams AC with Dial Out
US/CA Sub Add-on
28297
MQG-00002 Teams Rooms Standard
Sub Per Device
91 67

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Enterprise Enrollment
Multi-Tenant Enrollment
Amendment M130

1. Definitions.

a. “Lead Enrollment” means the Enrollment number listed at the top of this Amendment. b. “Tenant” means the environment established by Microsoft on its multi-tenant servers from which Online Services are hosted for Enrolled Affiliate’s Enterprise. c. More information about Tenants may be found in the applicable Services Descriptions posted to the following or a successor site Microsoft identifies: http://technet.microsoft.com/en- us/library/jj819284.aspx
d. “Tenant Administrator” means any licensed user of a Tenant that has their role set to “Global Administrator” in their profile settings in the Tenant User Administration page of the tenant portal. A Tenant can have multiple users configured as “Global Administrator” and in this case there is no differentiation of technical capabilities between them, they are each Tenant Administrators for that Tenant and can perform their technical functions unilaterally. The login credentials must be unique across the entire global system for each user, including but not limited to, users that are configured as Tenant Administrators. Each Tenant will require Tenant Administrator(s).

2. Tenant Enrollment terms.

a. Customer Data in each Tenant is logically isolated from Customer Data in other Tenants, and each Tenant is managed separately by Tenant Administrator(s) using entirely different login credentials. Two Tenants may not share Tenant Administrator(s) with the same login credentials or share data objects such as address lists or SharePoint Online sites. b. To enable multiple Tenants for Online Services Plans, as identified in the Product Terms, Enrolled Affiliate can request assignment of an enrollment number (“Tenant Enrollment”) for each Affiliate (or a department or division thereof), or subset of Affiliates, included in its Enterprise, or a department or division of Enrolled Affiliate, that require separate Tenants (“Tenant Affiliate”). Tenant Enrollments may only be established for Affiliates (or a department or division thereof) included in the Enrolled Affiliate’s Enterprise in the “Enrolled Affiliate’s Enterprise” section of the Enrollment or for a department or division of Enrolled Affiliate.
c. To facilitate Tenant Enrollments for Tenant Affiliates, the parties agree that an enrollment number will be assigned for each Tenant Affiliate listed in the Tenant Information Excel Form attached as an Appendix to this Amendment. Enrolled Affiliate hereby accepts the terms and conditions of the Lead Enrollment on behalf of each Tenant Affiliate. Enrolled Affiliates represents and warrants that it has the right, power, and authority to accept on behalf of Tenant Affiliate.
d. Notwithstanding that the Tenant Affiliates listed in the Tenant Information Excel Form attached as an Appendix will appear as Enrolled Affiliates in Microsoft’s Volume Licensing Servicing Center (“VLSC”), Enrolled Affiliate acknowledges and agrees that it is the sole Enrolled Affiliate, and sole Licensee, with respect to each Tenant Enrollment, and Enrolled Affiliate will be solely responsible for each Tenant Enrollment’s compliance with the terms and conditions of the Lead Enrollment and the associated Enterprise Agreement. e. Price level under each Tenant Enrollment will be the same level that is reflected on the Product Selection Form and is based upon the aggregate of License and Software Assurance 68 AmendmentApp v4.0 M97,M130 B

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quantity of the Lead Enrollment and each Tenant Enrollment as described in the Product Selection Form or as described in other agreement documents. f. The effective date, term, anniversary dates and payment dates for each Tenant Enrollment shall coincide with the Lead Enrollment identified above. g. All Product Licenses that are not covered in the scope of the Online Services must be purchased under the Lead Enrollment, including Enterprise Products and Additional Products. h. Enrolled Affiliate must submit an annual order (EAS Enrollments) or annual True Up order (EA Enrollments) for each Tenant Enrollment as per the terms of the Lead Enrollment and (if applicable) the submission of an Update Statement under each Tenant Enrollment. The initial order and all subsequent orders will be submitted separately for each respective Tenant Enrollment. For any included Affiliate that remains licensed with on-premise Licenses and does not require a separate Tenant Enrollment, orders must be placed under the Lead Enrollment.
i. Tenant Enrollment is exempt from the minimum order requirement in section 2.a of the Lead Enrollment.
j. If the Enrolled Affiliate is Transitioning Licenses (as contemplated in the Lead Enrollment), Licenses from which the Enrolled Affiliate is Transitioning will be reduced from the Lead Enrollment identified above and the Licenses to which the Enrolled Affiliate is Transitioning will be ordered under the specific Tenant Enrollment(s). k. Due to technical considerations for multi-tenant deployment, described below, Licenses may not be reassigned between the Tenant Affiliates.
l. Each Tenant Enrollment may be managed separately in VLSC (or a successor site) by the individuals whose names and contact information are identified in Tenant Information Excel Form attached as an Appendix to the Amendment, or by other individuals to whom each Tenant Affiliate may delegate such management responsibilities, to the same extent as if such Tenant Affiliate had enrolled separately as an Enrolled Affiliate under the Enterprise Agreement pursuant to its own Enrollment.
m. Enrollment acceptance and order reminders will be sent to contact(s) identified on the Lead Enrollment only.

3. Technical considerations for multi-Tenant deployment.

Each Tenant Affiliate will be assigned a separate Tenant, provided that it complies with the terms and conditions of this Amendment.

Each Tenant Affiliate will manage its Tenant separately in the administrator console. This will permit and require each Tenant Affiliate to be managed and operated independently of the other.

Due to the independent nature of each Affiliate Tenant from the other, there will be a number of technical boundaries associated with managing or using the tenants together, including but not limited to those in the following list:
a. No ability to provide consolidated administrative reporting or control across Tenants, no automated ability to move users between Tenants. For example, if a user moves from one Tenant Affiliate to another, this will require Tenant Administrators to manually create new User accounts, download mail to PST files and import, and delete old user. b. No consolidated Global Address List for all Tenants. c. No ability for a single individual with the same Tenant Administrator login credentials to manage more than one Tenant. However, it is possible for a single person to have unique login credentials for each tenant as long as they track their own login credentials. d. No ability to share domain names across Tenants, no ability to share SIP domains (each Tenant will have a separate Skype for Business Online SIP domain). 69 AmendmentApp v4.0 M97,M130 B

Page 5 of 5 ends

e. Separate Licenses required if users in one Tenant need to access SharePoint Online in another Tenant, no master SharePoint content index combining all Tenants (each Tenant’s index will be restricted to that Tenant).
f. Additional on-premise configuration required for directory synchronization; some scenarios may not be possible. Affiliate is advised to consult with technical specialists prior to signing this Amendment to determine if their proposed configuration will work.

4. Contact Information for Tenant Enrollment

a. Primary Contact. For purposes of delineating enrollments, Tenant Enrollments will be delineated uniquely in the enrollment details to be displayed on VLSC with the following format “Tenant-Lead Enrollment number-Tenant Affiliate Name”. This name must be provided in the Tenant Information Excel Form attached as an Appendix for this Amendment under Tenant Affiliate Name. The individual contact identified as Primary contact will be the same individual with the same physical address across all Tenant Enrollments as identified on the Lead Enrollment.

b. For each Tenant Enrollment, an Online Services Manager must be provided in the Tenant Information Excel Form attached as an Appendix to this Amendment.

c. Microsoft may, from time to time, contact the Online Services Manager regarding the Tenant(s).
d. Warning: If the Online service Manager Contact is a third party (not Enrolled Affiliate) please be aware that this contact receives personally identifiable information of the Customer and its Affiliates.

This Amendment must be attached to a signature form and accompanied by the Tenant Information – Excel Form to be valid. The Number of tenant(s) listed in the Tenant Information – Excel Form file is: 1.

Appendix
Tenant Information – Excel Form attached

Except for changes made by these amendments, the Enrollment or Agreement identified above remains unchanged and in full force and effect. If there is any conflict between any provision in these amendments and any provision in the Enrollment or Agreement identified above, these amendments shall control.

Microsoft Internal Use Only:
(M97)EnrAmend(Ind)(InvoiceforQuotedPrice)(
WW)(ENG)(Oct2020)(IU).docx
M97 B
(M130)EnrAmend(Multi-
TenantEnrollment)(WW)(ENG)(Mar2022)(IU).
docx
M130 PLSS

This Amendment must be attached to a signature form to be valid. 70 EAEnrAmend(NA)(ENG)(May2018) Sub 250 Program
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O

Page 1 of 2 ends

Enterprise
Sub 250 Program
Amendment ID W29
The parties agree that the Enrollment is amended as follows:

1. On the first page of the Enrollment, the following is added after the second paragraph:

By entering into this Enrollment, the Enrolled Affiliate agrees that (1) it also has 25 or more Qualified Devices or Qualified Users; or (2) as a condition of entering into this Enrollment with 25 -249 Qualified Devices or Qualified Users, Enrolled Affiliate has elected not to receive CD ROMs as part of the Enrollment and therefore no CD ROMs will automatically be shipped. If Enrolled Affiliate is enrolling with 25-249 Qualified Devices or Qualified Users and it would like to receive CD ROM Kits and updates, Enrolled Affiliate may order these through its Reseller for a fee.

The submission of this Amendment can only be placed against a 2011 Enterprise Agreement or an Enrollment that has the Updated EA Amendment terms and conditions applied. The submittal of this Amendment may not be contingent on submittal of a new Enterprise Agreement.

2. Section 2a of the Enrollment titled “Order Requirements”, is hereby amended and restated in its entirety with the following:
a. Minimum Order Requirements. Enrolled Affiliate’s Enterprise must have a minimum of 25 Qualified Users or Qualified Devices.
(i) Initial Order. Initial order must include at least 25 Licenses from one of the four groups outlined in the Product Selection Form.
(ii) If choosing Enterprise Products. If choosing Enterprise Products in a specific group outlined in the Product Selection Form, Enrolled Affiliate’s initial order must include an Enterprise-wide selection of one or more Enterprise Products or a mix of Enterprise Products and corresponding Enterprise Online Services for that group. (iii) Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products.
(iv) Country of Usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any additional orders. (v) Enterprise Online Services only. If no Enterprise Product is ordered, then Enrolled Affiliate need only maintain at least 25 Subscription Licenses for Enterprise Online Services.

3. Software Assurance renewal.

Renewing Software Assurance: If Enrolled Affiliate will be renewing Products Software Assurance coverage from a separate agreement, check this box.  By checking the above box, a new section is added to the Enrollment entitled “Software Assurance Addition.”
Software Assurance Addition. Enrolled Affiliate is permitted to and will include in its initial order under this Enrollment Software Assurance quantities from eligible Program’s identified in the table below, even though Enrolled Affiliate is not otherwise eligible to order such Software Assurance without simultaneously ordering a License.
71 EAEnrAmend(NA)(ENG)(May2018) Sub 250 Program
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Enrolled Affiliate agrees that any perpetual Li censes received through the New Software Assurance shall supersede and replace the underlying Licenses, and the underlying Licenses are not to be transferred separately from any Licenses received through the New Software Assurance. Any remaining payment obligations with respect to the underlying Licenses shall continue in effect.

Program License ID Number Expiration Date
Enterprise 66045118 7/31/2022

72 Enterprise Enrollment Product Selection Form

Page 1 of 2 ends

MS Quote EA-EASProdSelForm(WW)(ENG)

Proposal ID Enrollment Number
1206209.005
Language: English (United States)
Enrolled Affiliate's Enterprise Products and Enterprise Online Services summary for the initial order:

Profile Qualified
Devices

Qualified Users Device / User
Ratio

Enterprise Product Platform CAL Licensing
Model

Enterprise

210

1.0 No

User Licenses

Products

Enterprise Quantity
Microsoft 365 Enterprise
M365 G3 GCC USL Unified 10
M365 G3 GCC FromSA Unified 200

Enrolled Affiliate’s Product Quantities:

Price Group 1 2 3 4
Enterprise Products Office Professional Plus + Client Access License + Client Access Win E3 + Win E5 + M365 Apps for Enterprise + Office 365 (Plans E1, E3 License + Windows Win VDA + Office 365 (Plans E3 and E5) + and E5) + Microsoft 365 Intune + EMS USL + Microsoft 365 Microsoft 365 Enterprise Enterprise Microsoft 365 Enterprise Enterprise
Quantity 210 210 210 210

Enrolled Affiliate’s Price Level:

Product Offering / Pool Price Level
Enterprise Products and Enterprise Online Services USLs: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Groups 1 through 4.

D
Additional Product Application Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 1.

D
Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Group 2 or 3.

D
Additional Product Systems Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 4.

NOTES

Unless otherwise indicated in the associated contract documents, the price level for each Product offering / pool is set as described above, based upon the quantity to price level mapping below:
73 Enterprise Enrollment Product Selection Form

Page 2 of 2 ends

MS Quote EA-EASProdSelForm(WW)(ENG)

Quantity of Licenses and Software Assurance

Price Level
2,399 and below A
2,400 to 5,999 B
6,000 to 14,999 C
15,000 and above D

Note 1: Enterprise Online Services may not be available in all locations. Please see the Product List for a list of locations where these may be purchased.

Note 2: If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool, the price level for Additional Products in the same pool will be price level “A” throughout the term of the Enrollment. Refer to the Qualifying Government Entity Addendum pricing provision for more details on price leveling.

74 Invoice Address
City Of Foster City
EMID
610 Foster City Blvd.

FOSTER CITY, CA 94404
Shipping Address
City Of Foster City
EMID
610 Foster City Blvd.

FOSTER CITY, CA 94404
License Address
City Of Foster City
EMID
610 Foster City Blvd.

FOSTER CITY, CA 94404
Rob Lasky
[email protected]
Quote US-QUO-1028348
Start Date Version
Description End Date OS Amount
Pos. No. Manufacturer Disc-Lev. Format Lic. Model Lic. Metrics Qty. Unit Price Sales Tax (USD) Enrollment # 66045118
Expires: 7/31/2022
Year 1
10 AAD-34700 M365 G3 Unified FSA GCC Sub Per User NON-SPEC/AL Government Monthly Subscription Non-Specific
Microsoft LEVEL D SUB IEA 200 323.70 0.00 64,740.00
20 AAD-34704 M365 G3 Unified FUSL GCC Sub Per User NON-SPEC/AL Government Monthly Subscription Non-Specific
Microsoft LEVEL D SUB IEA ADD G 10 379.44 0.00 3,794.40 30 SFR-00001 Power Automate GCC Sub Per User NON-SPEC/AL Government Monthly Subscription Add Prod Non-Specific
Microsoft LEVEL D SUB IEA ADD G 1 161.73 0.00 161.73
40 NYH-00001 Teams AC with Dial Out US/CA GCC Sub Add-on NON-SPEC/AL Government Monthly Subscription Add Prod Non-Specific
Microsoft LEVEL D SUB IEA 210 0.00 0.00 0.00
50 D87-01159 Visio Professional NON-SPEC/AL
City Of Foster City
EMID
610 Foster City Blvd.

FOSTER CITY, CA 94404
Date
Customer No.

Your Reference
Account Manager
Your Contact Person
E-Mail
Our Tax ID
06/17/2022
US-SCU-128183
EA Renewal - x07-31-2022
Miles Allarea
statestore us
[email protected]
39-1501504
Attachment 3
75 Pos.

No.

Manufacturer
Disc-Lev.

Format
Lic. Model
Lic. Metrics
Qty.

Unit Price
Sales Tax
(USD)
Government 1 Year SA Add Prod
Non-Specific
Microsoft

LEVEL D
MNT

IEA ADD G
2 110.88

0.00 221.76
60 D86-01253
Visio Standard

NON-SPEC/AL
Government 1 Year SA Add Prod
Non-Specific
Microsoft

LEVEL D
MNT

IEA ADD G
2 56.97

0.00 113.94
70 359-00961
SQL User CAL only

NON-SPEC/AL
Government 1 Year SA Add Prod
Non-Specific
Microsoft

LEVEL D
MNT

IEA ADD G
232

34.43 0.00
7,987.76
80 228-04433
SQL Server Standard

NON-SPEC/AL
Government 1 Year SA Add Prod
Non-Specific
Microsoft

LEVEL D
MNT

IEA ADD G
7 148.00

0.00 1,036.00
90 6VC-01254
Windows Remote Desktop Services User CAL only

NON-SPEC/AL
Government 1 Year SA Add Prod
Non-Specific
Microsoft

LEVEL D
MNT

IEA ADD G
100

23.89 0.00
2,389.00
100
9EA-00273
Windows Server DataCenter Core 16Lic Core Lic

NON-SPEC/AL
Government 1 Year SA Add Prod
Non-Specific
Microsoft

LEVEL D
MNT

IEA ADD G
4 1,015.08

0.00 4,060.32
110
9EM-00267
Windows Server Standard Core 16Lic Core Lic

NON-SPEC/AL
Government 1 Year SA Add Prod
Non-Specific
Microsoft

LEVEL D
MNT

IEA ADD G
11 154.38

0.00 1,698.18
Total Year 1 Excl. Tax
86,203.09
Year 2: $ 86,203.09
Year 3: $ 86,203.09
Total USD excl. Tax
86,203.09
Tax

0.00 Total USD incl. Tax
86,203.09

Thank you for your request for quote.

This offer is non-binding. Prices are subject to change if supplier prices or currency values fluctuate.

Unless customer & SoftwareONE have executed a reseller agreement, customer hereby agrees that by placing an order with SoftwareONE customer will be bound by SoftwareONE ’
s terms &
conditions, located at www.softwareone.com, and the placement of your order represents your agreement thereto. If Customer is required by law to withhold any tax from amount payable, the amount payable will be increased so that after making all required withholdings, SoftwareONE receives equal to the amount it would have received had no such withholdings been made.

Payment Terms
30 Days net
Shipping Method
Electronic Software Delivery
Quote valid until
06/30/2022

Prices are based on 30 Days net, FOB SoftwareONE. Shipping and Handling and applicable Sales Tax are additional. Once SoftwareONE places an order is placed with a Licensor, Customer
’
s order will be binding and non-cancelable, except as otherwise provided by the Licensor ’
s Return Policies.

CONFIDENTIAL INFORMATION: This Quote, and any attachment is intended only for the person or entity to which it is addressed, and contains confidential and/or privileged information. Any review, retransmission, dissemination or other use of this information to persons or entities other than the intended recipient is prohibited.

View or place within PyraCloud: https://portal.softwareone.com/Quotes/DocumentDetail/US/US-QUO-1028348 76 DATE: July 18, 2022

TO: Mayor and Members of the City Council

VIA: Stefan Chatwin, City Manager

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

SUBJECT: AUTHORIZING THE APPROPRIATION OF CARRYOVER

FUNDING FOR PROJECTS STILL IN-PROGRESS FROM FY
2021-2022 FOR FY 2022-2023 FROM THE INFORMATION

TECHNOLOGY EQUIPMENT REPLACEMENT FUND
(ACCOUNT NO. 504-0160-419-4388)

RECOMMENDATION

It is recommended that the City Council approve the attached resolution authorizing the appropriation of carryover funding for FY 2022-2023 in the total amount of $220,200.73 from the Information Technology Replacement Fund Balance to Account No. 501-0160-419-4388 to complete the pending projects as outlined in the follow report.

EXECUTIVE SUMMARY
The City/EMID Budget is approved annually to account for expenditures within the twelve (12) month fiscal year. Generally, the Information Technology (IT) Division manages multiple ongoing projects that have a tendency to cross fiscal years. By the time invoices arrive for projects, as is the case for the projects underway from FY 2021-2022, funds are no longer be available and need to be carried over to the new fiscal year. Staff is requesting a FY 2022-2023 appropriation of funds in order to process 77 payment for these projects in progress. Funding is available for these items in the Information Technology Replacement Fund Balance.

BACKGROUND/ANALYSIS
The Information Technology Replacement Fund is a mechanism by which funds are set aside for replacement of hardware and software in a timely manner to accomplish daily operations relative to each Department. By policy, technology-related items listed in the Information Technology Replacement Fund are evaluated on an on-going basis to ensure reliability and performance.

The IT Division has several ongoing projects that were not completed by the end of FY 2021-2022, otherwise June 30, 2022. Some of the agreements for these projects were recently approved by City Council in June 2022. Other projects have items on backorder that could not be delivered by June 30, 2022. All these projects were budgeted in FY 2021-2022 in the Information Technology Replacement Fund (Account No. 504-0160-419-4388).

Staff is now requesting City Council authorization for the appropriation of carryover funding for these line items in FY 2022-2023 as follows:

Document Management
System Replacement
Approved by City Council
June 6, 2022 $44,085.00
Agenda Management
System Replacement
Approved by City Council
June 6, 2022 $40,721.00
CMMS Deployment Approved by City Council
June 20, 2022 $78,311.92
Copier Purchase (3) Backordered $22,082.81
Zoom Conference Room
Equipment Backordered $15,000.00
Camino Permitting Software
Licensing Finalizing Agreement $20,000.00
Total $220,200.73

FISCAL IMPACT
Unspent funds from the Information Technology Replacement Fund remain in the Information Technology Replacement Fund. Since these items were budgeted in FY 2021-2022, the funds for these items remain unspent and 78 available for appropriation in FY 2022-2023. The total fiscal impact of the requested appropriation is $220,200.73.

CITY COUNCIL VISION, MISSION, AND VALUE/PRIORITY AREA
The aforementioned projects are included in the "Innovation and Sustainability" Value/Priority Area. More specifically, this falls under the initiative to "Prioritize City modernization efforts and explore Foster City applications" where the key outcome of such efforts was to leverage modern technology tools that effectively streamline external and internal-facing services and allow the City to operate in a more efficient and cost-effective fashion. This item is also in alignment with the "City Council Operations and Improved Community Engagement" Value/Priority Area, since it promotes the highest level of transparency in budget and operations.

Attachment:
 Attachment 1 - Resolution
79 RESOLUTION NO. __________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FOSTER CITY AUTHORIZING THE APPROPRIATION OF FUNDING FOR FY 2022-2023 IN THE TOTAL AMOUNT OF $220,200.73 FROM THE INFORMATION TECHNOLOGY EQUIPMENT REPLACEMENT FUND TO ACCOUNT NO. 504-0160-419-4388 FOR PROJECTS STILL IN-PROGRESS FROM FY 2021-2022

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Foster City does hereby authorize a carryover appropriation in the amount of $220,200.73 to Account No. 504-0160-419-4388 for Fiscal Year 2022-2023.

PASSED AND ADOPTED as a resolution of The City Council of the City of at the regular meeting held on the 18th day of July, 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_________________________________

RICHA AWASTHI, MAYOR
ATTEST:
________________________________

PRISCILLA SCHAUS, CITY CLERK
80 DATE: July 18, 2022

TO: Mayor and Members of the City Council
President and Members of the Estero Municipal Improvement District (EMID) Board of Directors

VIA: Stefan Chatwin, City/District Manager

FROM: Maria Saguisag-Sid, Human Resources Director

SUBJECT: APPROPRIATION OF ADDITIONAL FUNDING TO THE

CITY/DISTRICT MANAGER DEPARTMENT'S BUDGET FOR FY
2022-2023

RECOMMENDATION

It is recommended that the City Council/EMID Board of Directors (hereinafter referred to as "City Council") adopt the attached resolutions authorizing the appropriation of an additional $27,901 from the General Fund Reserves to fund the salary and benefits for the new City/District Manager, per the Employment Agreement dated June 21, 2022. These funds would be allocated to the City/District Manager's Department General Fund Account for salary, benefits and related employment taxes.

EXECUTIVE SUMMARY

Due to the recent hiring of City/District Manager Stefan Chatwin, the City needs to allocate additional funds to the City/District Manager's Department budget to cover the total projected cost of Mr. Chatwin's salary and benefits for FY 2022-2023. Staff has determined and is requesting a budget augmentation in the amount of $27,901 to the City/District Manager Department's General Fund budget.

81 BACKGROUND/ANALYSIS

On June 20, 2022, the City Council approved the employment agreement for City/District Manager Stefan Chatwin. Due to the timing of the new agreement, the total cost of the salary and benefits that were negotiated in Mr. Chatwin's employment agreement was not incorporated into the FY 2022- 2023 budget. Staff reviewed the provisions in the employment agreement and determined the projected additional cost to be $27,901. Staff is requesting the City Council approve the attached resolutions authorizing the additional appropriation to the City/District Manager's Department budget for Fiscal Year 2022-2023.

FISCAL IMPACT

The additional allocation of $27,901 will be assigned to the following funds in the City/District Manager's Department's budget.

Account Amount
001-0110-413.41.10 $5,392
001-0110-413-41.21 $561
001-0110-413.41.35 -$14,501
001-0110-413-41.36 $33
001-0110-413.41.39 $36,246
001-0110-413-41.40 $170
Total $27,901

CITY COUNCIL VISION, MISSION AND VALUE/PRIORITY AREA

These actions support "Staff Empowerment and Operational Excellence" Value/Priority Area, allowing the organization to focus on key outcomes of attracting and retaining high-caliber talent to support service delivery. By meeting these key outcomes, the City will continue to be able to proactively provide exceptional service to our community.

Attachments:
 Attachment 1 - City Resolution
 Attachment 2 - EMID Resolution
82 RESOLUTION NO.____________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FOSTER CITY APPROPRIATING AN ADDITIONAL $27,901 IN FISCAL YEAR 2022-2023 TO THE CITY

MANAGER DEPARTMENT GENERAL FUND ACCOUNT

CITY OF FOSTER CITY
WHEREAS, on June 20, 2022, the City Council entered into an Employment Agreement with Mr. Stefan Chatwin to be the City Manager for the City of Foster City; and
WHEREAS, there is a need to augment the FY 2022-2023 budget in order to adequately fund the City Manager Department’s Budget to cover the projected cost of the salary, benefits and associated taxes of the new Employment Agreement; and WHEREAS, the additional projected cost of the salary, benefits and associated taxes is $27,901; and
WHEREAS, an additional budget allocation is required to cover those additional cost.

NOW THEREFORE, BE IT RESOLVED that the City Council of the City of Foster City does hereby authorize an appropriation of an additional $27,901 to the City Manager Department’s Budget in Fiscal Year 2022-2023 to the accounts noted below.

Account Amount
001-0110-413.41.10 $5,392
001-0110-413-41.21 $561
001-0110-413.41.35 -$14,501
001-0110-413-41.36 $33
001-0110-413.41.39 $36,246
001-0110-413-41.40 $170
Total $27,901
83 PASSED AND ADOPTED as a resolution of the City Council of the City of Foster City at the regular meeting held on the 18th day of July 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

RICHA AWASTHI, MAYOR
ATTEST:

PRISCILLA SCHAUS, CITY CLERK
84 RESOLUTION NO.____________

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ESTERO MUNICIPAL IMPROVEMENT DISTRICT APPROPRIATING AN ADDITIONAL $27,901 IN FISCAL YEAR 2022-2023 TO THE DISTRICT MANAGER DEPARTMENT GENERAL FUND

ACCOUNT

ESTERO MUNICIPAL IMPROVEMENT DISTRICT
WHEREAS, on June 20, 2022, the Board of Directors entered into an Employment Agreement with Mr. Stefan Chatwin to be the District Manager for the Estero Municipal Improvement District; and
WHEREAS, there is a need to augment the FY 2022-2023 budget in order to adequately fund the District Manager Department’s Budget to cover the projected cost of the salary, benefits and associated taxes of the new Employment Agreement; and WHEREAS, the additional projected cost of the salary, benefits and associated taxes is $27,901; and
WHEREAS, an additional budget allocation is required to cover those additional cost.

NOW THEREFORE, BE IT RESOLVED that the Board of Directors of the Estero Municipal Improvement District does hereby authorize an appropriation of an additional $27,901 to the District Manager Department’s Budget in Fiscal Year 2022-2023 to the accounts noted below.

Account Amount
001-0110-413.41.10 $5,392
001-0110-413-41.21 $561
001-0110-413.41.35 -$14,501
001-0110-413-41.36 $33
001-0110-413.41.39 $36,246
001-0110-413-41.40 $170
Total $27,901
85 PASSED AND ADOPTED as a resolution of the Board of Directors of the Estero Municipal Improvement District at the regular meeting held on the 18 th day of July 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

RICHA AWASTHI, PRESIDENT
ATTEST:

PRISCILLA SCHAUS, BOARD SECRETARY
86 DATE: July 18, 2022

TO: Mayor and Members of the City Council
President and Members of the Estero Municipal Improvement District (EMID) Board of Directors

VIA: Stefan Chatwin, City/District Manager

FROM: Maria Saguisag-Sid, Human Resources Director

SUBJECT: AUTHORIZING THE APPROPRIATION OF CARRYOVER

FUNDING FOR HUMAN RESOURCES PROFESSIONAL
SERVICES FOR FISCAL YEAR 2022-2023

RECOMMENDATION

It is recommended that the City Council/EMID Board of Directors (hereinafter referred to as "City Council") adopt the attached resolutions authorizing appropriation of carryover funding in the amount of $73,290 from Fund 001 to the Human Resources Department General Fund Professional Services, Account No. 001-1210-415-4251.

EXECUTIVE SUMMARY

The Human Resources Department initiated a citywide classification study and compensation study with Gallagher Benefit Services, Inc. in FY 2021- 2022. As these studies are still in progress, staff is requesting a carryover of funds to allow for completion of these projects during FY 2022-2023.

87 BACKGROUND/ANALYSIS
The Human Resources Department initiated a citywide classification study with Gallagher Benefit Services, Inc., formerly known as Koff & Associates, to review and update all classifications within the City of Foster City. These job classifications are fundamental to the recruitment and retention of employees, providing information on the knowledge, skills and abilities required by staff, as well as outlining the job duties and expectations of each position for potential job seekers.

While the classification study was in progress, staff negotiated agreements with the various bargaining groups, and agreed to do a compensation study also. Staff again engaged with Gallagher Benefit Services, Inc., who was deemed the responsible bidder during a request for proposals process.

The classification study is currently in the final stages and the compensation study has been initiated. Since these studies are still in progress, there is a need to carry over the previously approved funding that was originally budgeted for these projects in FY 2021-2022. Therefore, for the continuation of these important HR projects, staff is requesting that the remaining funding from the FY 2021-2022 budget be appropriated as a carryover for FY 2022- 2023.

FISCAL IMPACT

The amounts budgeted but unspent as of June 2022 are $14,880 for the classification study and $58,410 for the compensation study. This brings the total carryover amount requested for FY 2022-2023 to $73,290 to be allocated for Professional Services to the Human Resources General Fund, Account No. 001-1210-415-4251.

CITY COUNCIL VISION, MISSION, AND VALUE/PRIORITY AREA

The classification and compensation study projects supports the "Staff Empowerment and Operational Excellence" Value/Priority Area. The key outcome of the classification study is to provide updated job classification standards to reflect today's organizational structure and provide clarity in job requirements for future and existing employees. The compensation study will ensure our pay plan is competitive to attract and retain high-caliber talent. By meeting these key outcomes, the City will continue to be able to proactively provide exceptional service to the community.
88 Attachments:
 Attachment 1 – City Resolution
 Attachment 2 – EMID Resolution

89 RESOLUTION NO.____________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FOSTER CITY AUTHORIZING THE APPROPRIATION OF $73,290 IN FISCAL YEAR 2022-2023 TO THE HUMAN RESOURCES GENERAL FUND, ACCOUNT NO. 001-1210-415-4251

CITY OF FOSTER CITY
WHEREAS, the City budget is approved annually to account for expenditures within the twelve (12) month fiscal year; and WHEREAS, occasionally there is a need to make funding available across Fiscal Years; and
WHERAS, the Human Resources Department is continuing a classification study and compensation study with Gallagher Benefits Inc. that was approved by the City Council and conducted during FY 2021-2022; and
WHEREAS, the City Council finds that these services are needed and that a budget appropriation is required to continue to fund these services; NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Foster City does hereby authorize a carry-over appropriations in the amount of $73,290 to the Human Resources General Fund in Fiscal Year 2022-2023, to be allocated for Professional Services, Account No. 001-1210-415-4251.

PASSED AND ADOPTED as a resolution of the City Council of the City of Foster City at the regular meeting held on the 18th day of July 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

RICHA AWASTHI, MAYOR
ATTEST:

PRISCILLA SCHAUS, CITY CLERK
90 RESOLUTION NO.____________

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ESTERO MUNICIPAL IMPROVEMENT DISTRICT AUTHORIZING THE APPROPRIATION OF $73,290 IN FISCAL YEAR 2022-2023 TO THE HUMAN RESOURCES GENERAL FUND, ACCOUNT NO. 001-1210-415-4251

ESTERO MUNICIPAL IMPROVEMENT DISTRICT
WHEREAS, the District budget is approved annually to account for expenditures within the twelve (12) month fiscal year; and WHEREAS, occasionally there is a need to make funding available across Fiscal Years; and
WHERAS, the Human Resources Department is continuing a classification study and compensation study with Gallagher Benefits Inc. that was approved by the Board of Directors and conducted during FY 2021-2022; and
WHEREAS, the Board of Directors finds that these services are needed and that a budget appropriation is required to continue to fund these services; NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of the Estero Municipal Improvement District does hereby authorize a carry-over appropriations in the amount of $73,290 to the Human Resources General Fund in Fiscal Year 2022-2023, to be allocated for Professional Services, Account No. 001-1210-415-4251. 91 PASSED AND ADOPTED as a resolution of the Board of Directors of the Estero Municipal Improvement District at the regular meeting held on the 18 th day of July 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

RICHA AWASTHI, PRESIDENT
ATTEST:

PRISCILLA SCHAUS, DISTRICT SECRETARY
92 DATE: July 18, 2022

TO: Mayor and Members of the City Council
President and Members of the Estero Municipal Improvement District (EMID) Board of Directors

VIA: Stefan Chatwin, City/District Manager

FROM: Louis Sun, Public Works Director

SUBJECT: AUTHORIZING THE APPROPRIATION OF CARRYOVER

FUNDING FOR PUBLIC WORKS PROGRAMS FOR FISCAL
YEAR 2022-2023 IN FUNDS 001, 129, 408, 458 AND 501

RECOMMENDATION

It is recommended that the City Council/District Board approve the attached resolutions authorizing appropriation of carryover funding for Fiscal Year 2022-2023 as follows:

1. Engineering Staff Augmentation: $50,000.00 from the General Fund 001 to Account No. 001-0910-431-4251

2. Sidewalk Program: $100,000.00 from the General Fund 001 to Account No. 001-0930-431-4251

3. SB 1383 Implementation: $15,000.00 from the Construction and Demolition Fund 129 to Account No. 129-0932-431-4251

4. Large Water Meter Replacement: $150,000.00 from the Equipment Replacement Fund 408 to Account No. 408-0110-413-4385

5. Forklift Replacement: $51,043.10 from the Equipment Replacement Fund 458 to Account No. 458-0110-413-4385

6. Replacement of Parks Trucks: $158,978.75 from the Vehicle Replacement Fund 501 to Account No. 501-0560-431-4384
93 EXECUTIVE SUMMARY

The City/EMID operations budget is approved annually to account for expenditures within the twelve (12) month fiscal year. However, occasionally there is a need to make funding available across fiscal years.

The Public Works Department requests that the City Council/EMID Board approve the carryover appropriation total of $525,021.85 from five funds for Engineering Staff Augmentation, the accelerated implementation of the Sidewalk Program, continued implementation of SB 1383 Regulations, the Large Water Meter Replacement purchase, Forklift Replacement: purchase and Parks Trucks Replacement purchase.

BACKGROUND

The City/EMID operations budget is approved annually to account for expenditures within the twelve (12) month fiscal year. Staff makes every effort to make purchases within that timeframe, or to identify funding as needed when preparing the next fiscal year’s budget, but occasionally the inflexible nature of the timeframes combined with the impossibility of predicting the delivery of an ordered item creates the need to make funding available across Fiscal Years. This type of reappropriation requires City Council/EMID Board action outside of the budget process.

The Public Works Department requires reappropriation of funding in Fiscal Year 2022-2023 for the following six (6) items that were authorized in Fiscal Year 2021-2022:

Staff Augmentation
The Engineering Division has been recruiting for one or more vacant Assistant/Associate Engineer positions for most of Fiscal Year 2021-2022, making multiple employment offers, bringing on new staff, but continuing to experience turnover. As of July 1, 2022, there are three (3) vacant Assistant/Associate Engineer positions and one (1) vacant Senior Engineering Technician position. The Division has been backfilling with a part-time contract engineer since April 2022.

Sidewalk Program
The City contracts for sidewalk repair services, utilizing an on-call concrete contractor to make repairs to its own sidewalks and also in administration of the City Council’s private sidewalk policy. In May of 2022, the City Council 94 approved an agreement with SpenCon Construction for on-call sidewalk maintenance services after not having an on-call vendor for over two years. In the gap between contractors, staff performed essential maintenance, but the number of sidewalk segments needing repair grew to a level greater than normal for a typical year.

SB 1383 Implementation
Senate Bill 1383 (SB 1383) (Lara, Statutes of 2016) established targets to achieve a 50 percent reduction in the statewide disposal of organic waste from the 2014 level by 2020, and a 75 percent reduction by 2025. To help meet these established targets and build markets for recovered organic waste products made from California, landfill-diverted organic waste, jurisdictions are required to procure such products, beginning January 1, 2022. Foster City’s annual recovered organic waste product procurement target, which is the quantity of organic waste required to be procured in the form of recovered organic waste products, such as compost and mulch, is 2,627 tons annually.

Large Water Meters
On May 16, 2022, the District Board authorized the purchase of Sensus large water meters in an amount not to exceed $150,000.00. The order was placed in May 2022, but unanticipated delays from the vendor resulted in the units not being received by June 30. Delivery is now anticipated in October 2022.

Forklift
The forklift is used for moving materials and supplies at the Corporation Yard.

The forklift was originally appropriated for purchase in Fiscal Year 2020-2021.

On February 1, 2021, the District Board authorized the purchase and the order was placed in February 2021. It was originally anticipated that the unit would be delivered in FY 2021-2022, but repeated delays have been reported by the vendor and delivery is now anticipated in September 2022.

Utility Trucks
On November 1, 2021, the City Council authorized the purchase of three (3) Ford F-250 trucks with utility beds to replace existing vehicles assigned to the Parks Division. The order was placed in November 2021, but the build-up of the vehicles has been delayed at the vendor, and the delivery is now estimated to be late Summer 2022.

95 ANALYSIS

Staff Augmentation
The Engineering Division continues to actively recruit for vacant positions, but has repeatedly received few, or no applicants for the positions. The Division has prioritized projects and adjusted workloads accordingly but, in order to continue to cover day to day duties related to Building Permit review and Development project management and oversight, the Division has engaged a consultant to provide staff augmentation. Staff is recommending that $50,000.00 that was not spent on salaries in FY 2021-2022 be re- appropriated to pay for continued staff augmentation in FY 2022-2023 until positions are successfully recruited and filled. An amendment to the existing staff augmentation agreement with the consultant will be brought to the City Council in August.

Sidewalk Program
Because there was not an on-call contractor during the pandemic, the funding for the Sidewalk Program was not exhausted over the past two years. Staff recommends appropriating an additional $100,000.00 from the General Fund 001 to supplement the standard annual program budget in order to address the backlog of repairs created by the gap between on-call concrete contractors. Making additional funding available for the program will help to fulfill the sidewalk program’s objective of keeping all pedestrians in Foster City safe and maintaining the appearance of the sidewalks.

SB 1383 Implementation
Since the State recycled-content product procurement requirement is new and was established in January 2022 on a Calendar Year basis, it has taken time over the past six (6) months for the Public Works and Parks Departments to identify vendors and establish protocols for procurement. While some purchases have been made, funding remained in Fund 129 for SB 1383 Implementation at the conclusion of FY 2021-2022. Carryover of $15,000.00 will give the City access to those resources to continue to work toward achieving its target goals established by CalRecycle for Calendar Year 2022.

Large Water Meters
The funding for these units was accumulated in the Water Division Equipment Replacement Fund 408 and remains reserved and available for this purchase.

Staff recommends the appropriation of the $150,000.00 from the Equipment Replacement Fund 408 to complete the purchase in FY 2022-2023.

96 Forklift
The funding for this item was accumulated in the Wastewater Division Equipment Replacement Fund 458 and remains reserved and available for this purchase. Staff recommends the appropriation of $51,043.10 from the Equipment Replacement Fund 458 to complete the purchase in FY 2022- 2023.

Utility Trucks
The funding for these vehicles was accumulated in the Vehicle Replacement Fund 501 and remains reserved and available for this purchase. Staff recommends the appropriation of $158,978.75 from the Vehicle Replacement Fund 501 to complete the purchase in FY 2022-2023.

FISCAL IMPACT

The identified funding was budgeted but not spent in Fiscal Year 2021-2022.

Therefore, the funding is unspent in the fund balances as identified. The total fiscal impact of all recommended actions is $525,021.85:
 $150,000.00 from General Fund 001
 $15,000.00 from Construction and Demolition Fund 129
 $150,000.00 from Water Division Equipment Replacement Fund 408  $51,043.10 from Wastewater Division Equipment Replacement Fund 458
 $158,978.75 from Vehicle Replacement Fund 501

CITY COUNCIL/DISTRICT BOARD VISION, MISSION, AND

VALUE/PRIORITY AREAS

This item is in alignment with the "Facilities and Infrastructure" Value/Priority Area, since it addresses the replacement of items that is essential to the efficient operation of the City/District. This item is also in alignment with the "City/District Operations" Value/Priority Area, since it promotes the highest level of transparency in budget and operations.

Attachments:
 Attachment 1 - City Resolution
 Attachment 2 - EMID Resolution
97 RESOLUTION NO._________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FOSTER CITY AUTHORIZING THE APPROPRIATION OF FUNDING FOR FISCAL YEAR 2022-2023 IN THE AMOUNT OF $50,000 FROM FUND 001 TO ACCOUNT NO. 001-0910-431-4251 AND IN THE AMOUNT OF $100,000 FROM FUND 001 TO ACCOUNT NO. 001-0930- 431-4251 AND IN THE AMOUNT OF $15,000 FROM FUND 129 TO ACCOUNT NO. 129- 0932-431-4251 AND IN THE AMOUNT OF $158,978.75 FROM FUND 501 TO ACCOUNT NO. 501-0560-431-4384

CITY OF FOSTER CITY
WHEREAS, the City operations budget is approved annually to account for expenditures within the twelve (12) month fiscal year; and WHEREAS, occasionally there is a need to make funding available across Fiscal Years; and
WHEREAS, the Engineering Division requires continued consultant staffing in order to backfill vacant staff positions during on-going recruitments; and WHEREAS, the Solid Waste Program began implementation of SB 1383 when the regulations went into effect in the second half of FY 2021-2022, and will utilize unspent funds from FY 2021-2022 to comply with SB 1383 regulations in FY 2022-2023; and WHEREAS, additional funding in the Streets Division will be used to re-invigorate the Sidewalk Maintenance program which was scaled back during the Covid pandemic and while a vendor selection process was undertaken; and WHEREAS, the Vehicles Division ordered three replacement utility trucks during FY 2021-2022 that were not received by June 30, 2022; and WHEREAS, these items will allow the City to successfully and efficiently conduct business in FY 2022-2023.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Foster City does hereby authorize the following carry-over appropriations for Fiscal Year 2022- 2023:

1. $50,000 from General Fund 001 to Account No. 001-0910-431-4251 for Staff Augmentation

2. $100,000 from General Fund 001 to Account No. 001-0930-431-4251 for the Sidewalk Program
98 3. $15,000 from Construction and Demolition Fund 129 to Account No. 129-0932- 431-4251 for Implementation of SB 1383

4. $158,978.75 from Vehicle Replacement Fund 501 to Account No. 501-0560-431- 4384 for the purchase of three utility trucks
PASSED AND ADOPTED as a resolution of the City Council of the City of Foster City at the regular meeting held on the 18th day of July, 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
________________________________

RICHA AWASTHI, MAYOR
ATTEST:
____________________________________

PRISCILLA SCHAUS, CITY CLERK
99 RESOLUTION NO._________

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ESTERO MUNICIPAL

IMPROVEMENT DISTRICT AUTHORIZING THE APPROPRIATION OF FUNDING FOR FISCAL YEAR 2022-2023 IN THE AMOUNT OF $150,000 FROM FUND 408 TO ACCOUNT NO. 408-0110-413-4385 AND IN THE AMOUNT OF $51,043.10 FROM FUND 458 TO ACCOUNT NO. 458-0110-413-4385

ESTERO MUNICIPAL IMPROVEMENT DISTRICT
WHEREAS, the EMID operations budget is approved annually to account for expenditures within the twelve (12) month fiscal year; and WHEREAS, occasionally there is a need to make funding available across Fiscal Years; and
WHEREAS, the Water Division ordered Large Water Meters during FY 2021-2022 that were not received by June 30, 2022; and
WHEREAS, the Wastewater Division ordered a Forklift during FY 2021-2022 that were not received by June 30, 2022; and
WHEREAS, these items are needed in order to successfully and efficiently conduct the business of the EMID enterprise.

NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of the Estero Municipal Improvement District does hereby authorize the following carry-over appropriations for Fiscal Year 2022-2023:

1. $150,000 from Water Division Equipment Replacement Fund 408 to Account No. 408-0110-413-4385 for the purchase of Sensus Large Water Meters.

2. $51,043.10 from Wastewater Division Equipment Replacement Fund 458 to Account No. 458-0110-413-4385 for the purchase of a Forklift 100
PASSED AND ADOPTED as a resolution of the Board of Directors of the Estero Municipal Improvement District at the regular meeting held on the 18th day of July, 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
________________________________

RICHA AWASTHI, PRESIDENT
ATTEST:
____________________________________

PRISCILLA SCHAUS, BOARD SECRETARY
101

DATE: July 18, 2022

TO: Mayor and Members of the City Council
President and Members of the Estero Municipal Improvement District (EMID) Board of Directors

VIA: Stefan Chatwin, City/District Manager

FROM: Louis Sun, Public Works Director

SUBJECT: AWARD OF A MASTER AGREEMENT WITH SELECTED
ELEVEN (11) CONSULTANTS FOR PROFESSIONAL ON-CALL

LAND SURVEYING, TRAFFIC ENGINEERING AND

TRANSPORTATION, ENVIRONMENTAL, MATERIALS

TESTING AND CIVIL ENGINEERING SERVICES

RECOMMENDATION

It is recommended that the City Council/EMID Board of Directors (City Council) adopt the attached resolutions authorizing the Mayor/President to execute master agreements with the selected eleven (11) consulting firms:

Ruggeri-Jensen-Azar (RJA); Wilsey Ham, Inc. (WH); Bellecci and Associates (Bellecci); DKS Associates (DKS); Hexagon Transportation Consultants, Inc. (Hexagon); Traffic Patterns; Huffman-Broadway Group, Inc. (HBG); Apex Testing Laboratories Inc. (Apex); Construction Testing Services (CTS); BKF Engineers (BKF); and CSG Consultants, Inc. (CSG) for a three year term for professional on-call land surveying, traffic engineering and transportation, environmental, materials testing, and civil engineering services, with authority given to the City/District Manager (City Manager) to extend the agreement on a yearly basis for up to two additional years.

102

EXECUTIVE SUMMARY

The Public Works Engineering Division is responsible for the delivery of the City's Capital Improvement Projects (CIPs). The Department uses consultants on CIP projects, private development projects, and for on-call as needed services. Services provided assist staff in specific areas of technical and professional expertise. The approval of the attached master agreements will provide professional support for current and future CIPs as well as supporting ongoing programs overseen by the Engineering Division.

The proposed action is consistent with the City’s purchasing policy. Use of multi-year master agreements assists the timely delivery of capital improvement projects and programs/services to maintain the City’s infrastructure by augmenting staff resources experiencing higher demand. It also serves as a risk management tool to quickly address emergencies, shifting priorities, and staff vacancies. The authorization of this master agreement does not award any work to any of these firms; it establishes the firms as approved resources from which to seek professional services as needs are identified. Following execution of the Master Agreements, staff will request cost information and a scope of work from firms in their respective disciplines as needs arise. If the cost of any scope of work exceeds the City Manager’s purchasing authority, staff will bring the task order to the City Council prior to authorizing the work to proceed.

BACKGROUND

The City utilizes consultants for professional engineering services and other specialty professional services on CIPs and private development projects, to support the operations of the Public Works Department as a standard practice. Services provided assist staff in specific areas of technical and professional expertise.

At its July 19, 2021 Council meeting, the City Council adopted Resolutions No. 2021-108 and 3594 authorizing staff to issue the request for proposal/qualifications (RFP/Q) and initiate the consultant selection process for program management, construction management, engineering, architectural, and other professional services in a total of ten (10) different professional service categories. The RFP/Q was posted on the Foster City website and was distributed to over 100 engineering and specialty consulting firms, and an agency that advertises projects for the benefit of consultant clients. The City received five proposals for Service Area 4 - Civil Engineering 103
on the due date of October 5, 2021; and eight proposals for Service Area 6 – Land Surveying and Engineering Services, seven proposals for Service Area 7 – Traffic Engineering and Transportation Services, two proposals for Service Area 8 – Environmental Services, and five proposals for Service Area 10 – Materials Testing Services on the due date of September 16, 2021. An evaluation committee consisting of Engineering staff reviewed and scored the proposals. The selected firms have been determined well qualified, in addition to meeting the criteria established by the RFP/Q.

There are 29 continuing and 27 new CIP projects identified in the City’s 5- year CIP that was adopted on June 20, 2022. The City Council has consistently authorized the use of consultant support services to augment staff to deliver the City’s Capital Improvement program.

ANALYSIS

The City’s Public Works Department is responsible for planning, building, and maintaining the City’s infrastructure. The Department is comprised of administration and engineering; streets and traffic signal maintenance; water, wastewater, and stormwater maintenance and operations; levee and lagoon maintenance and operations; and solid waste operations. Within the past year, the Public Works Department was expanded to include oversight of the City’s vehicle fleet, facilities maintenance operations, and the parks system CIP. The Public Works Engineering Division is responsible for the management and delivery of the City’s Capital Improvement Program for all the critical City Infrastructure managed by each of these operating divisions.

Master agreements are an efficient tool to provide technical staff support and reduce the time required to identify qualified firms while adhering to City/District purchasing policy. This enables the City/District to respond more quickly to needs by utilizing a consulting firm’s services on an as-needed basis for a specific activity. These services are temporary and obtained only for the length of time needed to complete the tasks and/or project.

A Master Agreement that involves on-call professional services only provides a list of qualified and vetted consulting firms. Once a master agreement is in place with the firm identified, staff interacts with these firms on an as-needed basis to find the most appropriate level of expertise and knowledge to carry out a specific task or project.

Staff requests approval of two (2) to three (3) agreements within each 104
discipline to ensure availability of on-call personnel, as well as to provide the City with additional depth of resources and expertise to draw upon. These firms often have limited staff serving many jurisdictions and therefore contracting with only one firm could slow down response times. Each of the selected firms has experience providing similar services to municipalities around the Bay Area.

Land Surveying, Mapping, and Right of Way Engineering Services

The selected firms (RJA, WH, and Bellecci) shall provide the following services: support for right of way acquisition, field surveying, preparation of plats and legal descriptions for right of way and easement acquisitions, subdivision and parcel map checking, tentative and final map review for large development projects, construction staking, quality control for contractor staking, conduct topographic surveys, design survey support for City projects, base mapping, and other services as identified.

Traffic Engineering and Transportation Services

The selected firms (DKS, Hexagon, and Traffic Patterns) shall provide services to design transportation related projects throughout the City including those identified in the CIP. Work may include performing traffic counts, traffic studies and modeling, conducting speed surveys, preparation of traffic calming plans, preparation of signage and striping plans, preparation of traffic control plans, performing signal design and signal timing assessments, evaluating warrants for stop signs, traffic signals, etc., preparation of studies and reports, assistance with Streetlight Data, evaluation of Traffic Review Committee requests, and other services as identified.

Environmental Services

The selected firm, HBG shall prepare permit applications and supporting documentation to obtain authorizations from regulatory agencies, prepare surveys and impact analyses for CEQA and NEPA review, perform on-site monitoring during construction, perform biological surveys and analysis, prepare mitigation plans to satisfy regulatory agency approval, prepare technical reports for regulatory agencies, and other services as identified.

Materials Testing Services

The selected firms (Apex and CTS) shall perform specialty testing for CIP 105
projects during construction including soils and asphalt paving borings, laboratory testing, non-destructive testing, pavement condition surveys, materials testing for asphalt, concrete, masonry, and steel (welding, soil compaction, AC compaction, coatings, reinforcing steel), site investigations, and other services as identified.

Civil Engineering Services

The selected firms (BKF and CSG) shall provide staff augmentation and assistance in preparing contract documents (plans and specifications) for Capital Improvement Projects including pavement resurfacing projects, drainage projects, roadways and street improvements (including curbs, gutters, medians, driveways, sidewalks, bicycle and pedestrian enhancements), ADA compliance projects, park pathways projects; plan checking private land development projects, map review, reviewing building permit applications, assisting with preparations of NPDES annual reports, stormwater compliance, updating the City Standard Details and specifications, preparing grant applications, and other services as identified.

Selected firms will work under the Engineering Manager and the respective Project Engineers. A letter proposal will be requested from a firm when services are required. The letter proposal will set forth the scope, fee, personnel, and time of performance for the task. The letter proposals will be approved through a task order under the Master Agreement and a purchase order established for a not-to-exceed amount from a funding source as established in the annual budget.

The master agreement includes the same language as the City’s standard professional services agreement, and will specify the billing rates, personnel to be assigned, and other terms as identified in the City’s standard professional services agreement. The master agreement has been reviewed by the City Attorney. Each agreement will be for three years from July 18, 2022 through July 17, 2025, with an option to extend yearly for up to two additional years.

FISCAL IMPACT

The authorization of the attached master agreements would not result in a direct expenditure of City resources. Tasks would be assigned through the Master Agreement to meet the needs and demands identified for each future fiscal year through the adoption of the annual operating budget and the 106
Capital Improvement Program.

The contract amount for services would be identified for each project, depending on the scope of work/services, and the number and type of professionals/technicians used. The costs of these services are budgeted in the operating program or capital project for which the services are needed, or paid for by the fees obtained from developers for any work associated with land development projects. No additional appropriations are requested at this time. If a scope of work exceeds the City Manager’s authority of $50,000, staff will return to the City Council to seek approval to award the task.

CITY COUNCIL/EMID BOARD OF DIRECTORS VISION, MISSION, AND

VALUE/PRIORITY AREA

This action supports the "Facilities and Infrastructure" Value/Priority Area. The professional services identified in the attached master agreements will support the Public Works Department’s effort to deliver the ongoing and future facilities and infrastructure capital improvement projects.

Attachments:
 Attachment 1 – City Resolution
 Attachment 2 – EMID Resolution
 Attachment 3 – Master Agreement Traffic Engineering – DKS  Attachment 4 – Master Agreement Traffic Engineering – Hexagon  Attachment 5 – Master Agreement Traffic Engineering – Traffic Patterns  Attachment 6 – Master Agreement Materials Testing – Apex  Attachment 7 – Master Agreement Materials Testing – CTS  Attachment 8 – Master Agreement Surveying – Bellecci
 Attachment 9 – Master Agreement Surveying – RJA
 Attachment 10 – Master Agreement Surveying – Wilsey Ham  Attachment 11 – Master Agreement Civil Engineering – CSG  Attachment 12 – Master Agreement Civil Engineering – BKF  Attachment 13 – Master Agreement Environmental – HBG
107
RESOLUTION NO.____________

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

AUTHORIZING THE MAYOR TO EXECUTE MASTER AGREEMENTS WITH RUGGERI-JENSEN-AZAR, WILSEY HAM, INC. , AND BELLECCI AND ASSOCIATES FOR PROFESSIONAL ON-CALL LAND SURVEYING SERVICES; DKS ASSOCIATES, HEXAGON TRANSPORTATION CONSULTANTS, INC., AND TRAFFIC PATTERNS

FOR PROFESSIONAL ON-CALL TRAFFIC ENGINEERING AND TRANSPORTATION SERVICES; HUFFMAN BROADWAY GROUP, INC. FOR PROFESSIONAL ON-CALL ENVIRONMENTAL SERVICES; APEX TESTING LABORATORIES INC. AND

CONSTRUCTION TESTING SERVICES FOR ON-CALL MATERIALS TESTING SERVICES; AND BKF ENGINEERS AND CSG CONSULTANTS FOR PROFESSIONAL

ON-CALL CIVIL ENGINEERING SERVICES

CITY OF FOSTER CITY
WHEREAS, Resolution No. 2021-108 approved the issuance of the Request for Proposals and/or Qualifications for specialized limited-term project-based professional services to allow qualified consultants to assist the Public Works Department; and WHEREAS, five proposals for civil engineering services were received on October 5, 2021, eight proposals for land surveying and engineering services, seven proposals for traffic engineering and transportation services, two proposals for environmental services, and five proposals for materials testing services were received on September 16, 2021; and
WHEREAS, eleven firms were found to be well qualified and met the criteria established in the RFP/Q; and
WHEREAS, the City wishes to enter into agreements with RJA, Wilsey Ham, Bellecci, DKS, Hexagon, Traffic Patterns, HBG, Apex, CTS, BKF, and CSG for a term through July 17, 2025; and
WHEREAS, current and upcoming Capital Improvement Projects will require specific areas of technical and professional expertise from qualified consultants to assist the work of City of Foster City Engineering staff; and
WHEREAS, the use of multi-year master agreements assists the timely delivery of capital improvement projects and programs/services to maintain the City’s infrastructure by augmenting staff resources; and
WHEREAS, the proposed action is consistent with the City’s purchasing policy. 108
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Foster City does hereby authorize:

The award of three-year master agreements dated July 18, 2022 with:

1. Ruggeri-Jensen-Azar, Wilsey Ham, and Bellecci and Associates for professional on-call land surveying services;

2. DKS associates, Hexagon Transportation Consultants Inc., and Traffic Patterns for professional on-call traffic engineering and transportation services;

3. Huffman Broadway Group, Inc. for professional on-call environmental services;

4. Apex Testing Laboratories Inc. and Construction Testing services for on- call materials testing services; and

5. BKF Engineers and CSG Consultants for professional on-call Civil Engineering services
with authority given to the City Manager to extend the agreement on a yearly basis for up to two additional years.

PASSED AND ADOPTED as a resolution of the City Council of the City of Foster City at the regular meeting held on the 18th day of July, 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

RICHA AWASTHI, MAYOR
ATTEST:

PRISCILLA SCHAUS, CITY CLERK
109
RESOLUTION NO.____________

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ESTERO MUNICIPAL

IMPROVEMENT DISTRICT AUTHORIZING THE DISTRICT PRESIDENT TO EXECUTE MASTER AGREEMENTS WITH RUGGERI-JENSEN-AZAR, WILSEY HAM, INC. , AND

BELLECCI AND ASSOCIATES FOR PROFESSIONAL ON-CALL LAND SURVEYING SERVICES; DKS ASSOCIATES, HEXAGON TRANSPORTATION CONSULTANTS, INC., AND TRAFFIC PATTERNS FOR PROFESSIONAL ON-CALL TRAFFIC ENGINEERING AND TRANSPORTATION SERVICES; HUFFMAN BROADWAY GROUP, INC. FOR PROFESSIONAL ON-CALL ENVIRONMENTAL SERVICES; APEX TESTING LABORATORIES INC. AND CONSTRUCTION TESTING SERVICES FOR ON-CALL MATERIALS TESTING SERVICES; AND BKF ENGINEERS AND CSG

CONSULTANTS FOR PROFESSIONAL ON-CALL CIVIL ENGINEERING SERVICES

ESTERO MUNICIPAL IMPROVEMENT DISTRICT
WHEREAS, Resolution No. 3594 approved the issuance of the Request for Proposals and/or Qualifications for specialized limited-term project-based professional services to allow qualified consultants to assist the Public Works Department; and WHEREAS, five proposals for civil engineering services were received on October 5, 2021, eight proposals for land surveying and engineering services, seven proposals for traffic engineering and transportation services, two proposals for environmental services, and five proposals for materials testing services were received on September 16, 2021; and
WHEREAS, eleven firms were found to be well qualified and met the criteria established in the RFP/Q; and
WHEREAS, the District wishes to enter into agreements with RJA, Wilsey Ham, Bellecci, DKS, Hexagon, Traffic Patterns, HBG, Apex, CTS, BKF, and CSG for a term through July 17, 2025; and
WHEREAS, current and upcoming Capital Improvement Projects will require specific areas of technical and professional expertise from qualified consultants to assist the work of City of Foster City Engineering staff; and
WHEREAS, the use of multi-year master agreements assists the timely delivery of capital improvement projects and programs/services to maintain the City/District’s infrastructure by augmenting staff resources; and
WHEREAS, the proposed action is consistent with the District’s purchasing policy. 110
NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of the Estero Municipal Improvement District does hereby authorize:

The award of three-year master agreements dated July 18, 2022 with:

1. Ruggeri-Jensen-Azar, Wilsey Ham, and Bellecci and Associates for professional on-call land surveying services;

2. DKS associates, Hexagon Transportation Consultants Inc., and Traffic Patterns for professional on-call traffic engineering and transportation services;

3. Huffman Broadway Group, Inc. for professional on-call environmental services;

4. Apex Testing Laboratories Inc. and Construction Testing services for on- call materials testing services; and

5. BKF Engineers and CSG Consultants for professional on-call Civil Engineering services
with authority given to the District Manager to extend the agreement on a yearly basis for up to two additional years.

PASSED AND ADOPTED as a resolution of the Board of Directors of the Estero Municipal Improvement District at the regular meeting held on the 18th day of July, 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

RICHA AWASTHI, PRESIDENT
ATTEST:

PRISCILLA SCHAUS, DISTRICT SECRETARY
111
1 MASTER TRAFFIC ENGINEERING AND TRANSPORTATION SERVICES

AGREEMENT
FOR

PROFESSIONAL ON-CALL TRAFFIC ENGINEERING AND TRANSPORTATION

SERVICES
This Agreement is made and entered into as of the 18 th day of July, 2022 by and between the City of Foster City/Estero Municipal Improvement District hereinafter called "CITY/DISTRICT" and DKS Associates hereinafter called "CONSULTANT".

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

WHEREAS, CITY/DISTRICT desires to retain CONSULTANT to provide professional traffic engineering and transportation services and related services; WHEREAS, It is anticipated that, as a need arises for CONSULTANT to provide services, CITY/DISTRICT will issue Task Orders to CONSULTANT (in a form substantially similar to that set forth in Exhibit “A,” attached hereto and incorporated by reference which more particularly describes the scope of services to be performed); WHEREAS, In reliance upon CONSULTANT's documentation of its qualifications, the CITY/DISTRICT finds that CONSULTANT has demonstrated the requisite qualifications, experience, training, and expertise to perform the requested services.

WHEREAS, That CONSULTANT is specially trained, experienced and competent to perform and has agreed to provide such services;
NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions hereinafter contained, the parties hereby agree as follows:

TERMS AND CONDITIONS

1. Services. The services to be performed by CONSULTANT under this Agreement shall include those services set forth in each Task Order and Exhibit “B,” Scope of Services, 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 B and each Task Order 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.
112
2 Where in conflict, the terms of this Agreement supersede and prevail over any terms set forth in Exhibit B and in each Task Order.

1. Term; Termination.
(a) The term of this Agreement shall commence upon the date hereinabove written and shall expire upon completion of performance of services hereunder by CONSULTANT. Initial contract period shall be from July 18, 2022 to July 17, 2025. The contract may be renewed subsequently in one-year increments as follows: The second contract period will be from July 18, 2025 to July 17 2026. The third contract period will be from July 18, 2026 to July 17 2027. Renewal shall be by mutual consent of CONSULTANT AND CITY/DISTRICT as approved by the City Council/District Board. CONSULTANT shall not commence Services or work until a Notice to Proceed is issued by CITY/DISTRICT. (b) Notwithstanding the provisions of (a) above, CITY/DISTRICT may with or without cause, direct CONSULTANT to suspend, delay or interrupt Services, in whole or in part, for such periods of time as CITY/DISTRICT may determine in its sole discretion.

(c) CITY/DISTRICT may terminate performance of the Services under this Agreement in whole, or from time to time in part, for default, should CONSULTANT commit a material breach of this Agreement, or part thereof, and not cure such breach within ten (10) calendar days of the date of CITY/DISTRICT’s written notice to CONSULTANT demanding such cure, in which case CONSULTANT shall be liable to CITY/DISTRICT for all loss, cost, expense, damage and liability resulting from such breach and termination.
(d) CITY/DISTRICT may terminate performance of the Services under this Agreement in whole, or from time to time in part, for convenience, whenever CITY/DISTRICT determines that such termination is in CITY/DISTRICT’s best interests, in which case CONSULTANT shall be entitled to recover its costs expended up to the termination date plus reasonable profit thereon to the termination date as this Agreement would otherwise provide, but may recover no other cost, damage or expense.

CONSULTANT shall continue its work throughout the course of any dispute, and CONSULTANT’s failure to continue work during a dispute shall be a material breach of this Agreement.

Notwithstanding the foregoing, the combined total of compensation and reimbursement of costs payable hereunder shall not exceed the total amount identified in all Task Orders issued by the City/District against this agreement. The Consultant shall only be paid for services performed under this Agreement to the extent authorized by written Task Order. No overhead or other expenses can be recovered for interim periods when the Consultant’s services are not utilized by the City/District. Invoices for amounts in excess of each Task Order 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 CITY’s Manager (for contracts less than $50,000) or CITY Board (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/DISTRICT, which billing shall include an itemized statement, briefly describing by task and labor category or cost/expense items billed. Final payment will be made when all Services required under this Agreement have been completed to the reasonable satisfaction of CITY/DISTRICT including, without limitation, CONSULTANT's transmittal of all deliverables to CITY/DISTRICT required by EXHIBIT B and each Task Order.

CITY/DISTRICT shall not incur any charges under this Agreement, nor shall any payments become due to CONSULTANT for any payment period on the Project, until CITY/DISTRICT receives all deliverables required under Exhibit B and each Task Order, SCOPE OF WORK AND SCHEDULE, for the payment period (if any) and reasonably accepts such deliverables as meeting the requirements of this Agreement. In cases where CONSULTANT has partially completed one or more deliverables due during a payment period, and if CONSULTANT demonstrates diligent progress thereon, then CITY/DISTRICT may make a partial progress payment based upon percentage completion of the partially completed deliverables and diligent progress but taking into account any adverse impacts upon CITY/DISTRICT. CITY/DISTRICT shall not be liable for, and CONSULTANT shall not be entitled to, any payment for Services performed before this Agreement's execution.

CITY/DISTRICT will not withhold any Federal or State income taxes or Social Security tax from any payments made by CITY/DISTRICT to CONSULTANT under the terms and conditions of this Agreement.

Payment of all taxes and other assessments on such sums is the sole 114
4 responsibility of CONSULTANT. CITY/DISTRICT has no responsibility or liability for payment of CONSULTANT’s taxes or assessments.

CONSULTANT shall pay prevailing wages to its employees on any agreement in excess of $1,000.00. Copies of the general prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Agreement, as determined by the Director of the State of California Department of Industrial Relations, are on file at the County’s Capital Projects Office and may be obtained from the California Department of Industrial Relations website
[http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm].

CONSULTANT 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. CONSULTANT and all subconsultants 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. CONSULTANT 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 CONSULTANT shall pay federal Davis Bacon wages and comply with applicable federal requirements.

4. Performance of Services. No work shall be performed under this Agreement except to the extent the CONSULTANT receives a Task Order from the CITY/DISTRICT’s Authorized Representative. The CITY/DISTRICT will request proposals from the CONSULTANT for each Task Order when services are needed. CONSULTANT shall respond with a scope and cost proposal in a reasonably prompt manner, no later than fifteen (15) calendar days after CITY/DISTRICT’s request. Such proposal shall include a description of the 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 for the accomplishment of such services.

Upon the approval of the terms of the proposal by CITY/DISTRICT’s Manager (for contracts less than $50,000) or CITY Council/ DISTRICT Board (for contracts $50,000 or more) by motion duly made and carried, the CITY/DISTRICT's Authorized Representative shall issue a Task Order against this agreement. CONSULTANT shall commence performance and shall complete all required services no later than the dates set forth in accordance with the approved Task Order. Except to the extent modified by written amendment, all other terms and conditions of this Agreement shall be deemed incorporated in each such Task Order.
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5 5. Records and Audit. CONSULTANT shall keep and maintain 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/DISTRICT for review and copying during regular business hours at CONSULTANT’s place of business or as otherwise agreed upon by the parties.

CONSULTANT shall prepare and maintain all writings, documents and records prepared or compiled in connection with the performance of this Agreement for a minimum of four (4) years from the termination or completion of this Agreement. This includes any handwriting, typewriting, printing, photo static, photographing and every other means of recording upon any tangible thing, any form of communication or representation including letters, words, pictures, sounds or symbols or any combination thereof.

Any authorized representative of CITY/DISTRICT shall have access to any writings as defined above for the purposes of making audit, evaluation, examination, excerpts and transcripts during the period such records are to be maintained by CONSULTANT. Further, CITY/DISTRICT has the right at all reasonable times to audit, inspect or otherwise evaluate the services and work performed or being performed under this Agreement.

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/DISTRICT shall rely on such skills of the CONSULTANT to do and perform the work. In performing services hereunder CONSULTANT shall adhere to the standards generally prevailing for the performance of expert consulting services similar to those to be performed by CONSULTANT hereunder.

CONSULTANT represents that it has reviewed Exhibit B and that in its professional judgment the Services to be performed under this Agreement can be performed for a fee within the maximum amount set forth in the Compensation Schedule established in Exhibit B.

CONSULTANT represents that it possesses all necessary training, licenses, certificates, and permits required by the federal, state, CITY/DISTRICT or municipal governments to perform the Services. Such licenses, certificates and permits must be valid at the time CONSULTANT enters into this Agreement and must be maintained during the term of this Agreement in full force and effect. Licenses, certificates and permits may 116
6 include but are not limited to driver’s licenses, professional licenses or certificates and business licenses. Such licenses, certificates and permits will be procured and maintained in force by CONSULTANT at no expense to CITY/DISTRICT.

CONSULTANT represents that its performance of the Services will conform to the standards of practice of a professional having experience and expertise in performing professional services of like nature and complexity of the Services working on similar, successfully completed projects.

The granting of any progress payment by CITY/DISTRICT, or the receipt thereof by CONSULTANT, or any inspection, review, approval or oral statement by any representative of CITY/DISTRICT or any other governmental entity, shall in no way waive or limit the obligations in this Paragraph 7 or lessen the liability of CONSULTANT for unsatisfactory Services, including but not limited to cases where the defective or below standard Services may not have been apparent or detected at the time of such payment, inspection, review or approval.

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/DISTRICT, become the property of CITY/DISTRICT.

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

10. Schedule. CONSULTANT shall adhere to the schedule set forth in Exhibit B; provided, that CITY/DISTRICT 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/DISTRICT of CITY/DISTRICT’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.
(a) To the fullest extent allowed by law (including without limitation California Civil Code Sections 2782 and 2782.8), CONSULTANT shall 117
7 defend, indemnify, and hold harmless City of Foster City and Estero Municipal Improvement District, its officers, directors, officials, agents, employees, and volunteers (collectively, “Indemnitees”) from and against any and all claims, suits, expenses, liability, cause of action, loss, cost, damage, injury (including, without limitation, economic harm, injury to or death of any person, including an employee of CONSULTANT or its Subconsultants), of every kind, nature, and description, at law or equity, (including without limitation, incidental and consequential damages, court costs, attorneys’ fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation) (collectively “Liabilities”), that arise out of, pertain to, or relate to any negligence, recklessness, or willful misconduct of CONSULTANT, any Subconsultant, anyone directly or indirectly employed or retained by them, or anyone that they control. CONSULTANT’s obligations to indemnify, defend, hold harmless the Indemnitees shall not apply to the extent that such Liabilities are caused in whole or in part by the sole negligence, active negligence, or willful misconduct of such Indemnitee but shall apply to all other Liabilities.
(b) Intellectual Property Indemnification. CONSULTANT represents that professional services provided by CONSULTANT pursuant to this Agreement does not infringe on any other copyrighted work or intellectual property owned by others. CONSULTANT shall defend, indemnify and hold harmless CITY/DISTRICT from all Liabilities, that may at any time arise for any infringement of the patent rights, copyright, trade secret, trade name, trademark, service mark or any other proprietary right of any person or persons in arising from or relating to CONSULTANT’s services provided to CITY/DISTRICT under this Agreement.
(c) CITY/DISTRICT shall include a provision in the construction contract with the general contractor on the Project requiring the general contractor to indemnify CONSULTANT for damages resulting from the negligence of the general contractor and its subcontractors.

CITY/DISTRICT shall also include a provision in the construction contract with the general contractor on the Project requiring the general contractor to name CONSULTANT as an additional insured on its Comprehensive General Liability insurance coverage. If CONSULTANT has the opportunity to review the construction contract prior to bidding, CITY/DISTRICT shall have no responsibility for the inadvertent omission of such provisions.
(d) CONSULTANT shall place in its agreements with Subconsultants and cause its Subconsultants to agree to the indemnification and insurance provisions in this Agreement in favor of CITY/DISTRICT and the Indemnitees in the exact form and substance as those contained in this Agreement.
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8 (e) CITY/DISTRICT acknowledges that the discovery, presence, handling or removal of asbestos products, polychlorinated biphenyl (PCB) or other hazardous substances which may presently exist at the any Project site is outside of CONSULTANT’s responsibilities and is not included in the scope of Services CONSULTANT is to perform nor included in CONSULTANT’s insurance. CITY/DISTRICT shall hire hazardous materials consultant if the Project requires the testing or remediation of hazardous substances. CONSULTANT shall not be responsible or be involved in any way with the discovery, presence, handling or removal of such materials. CONSULTANT shall, however, be responsible for the coordination of CONSULTANT’s services and work with the work of CITY/DISTRICT’s hazardous materials consultants. (f) Duty to Cooperate. CONSULTANT shall notify CITY/DISTRICT immediately in writing of any claim or damage related to activities or services performed under this Agreement. CONSULTANT shall cooperate with CITY/DISTRICT in the investigation and disposition of all Liabilities arising out of the activities or services under this Agreement.

Without limiting the foregoing, CONSULTANT shall take all steps necessary to assist CITY/DISTRICT in the defense of any and all Liabilities brought by a contractor hired to construct the Project regarding any errors, flaws, and/or omissions in the plans or specifications of the Project. Any additional services or work under this paragraph shall be compensated as Additional Services.

12. Insurance. Prior to execution of this Agreement, CONSULTANT shall furnish to CITY/DISTRICT Certificates of Insurance showing satisfactory proof that it maintains the insurance required by this Contract as set forth in EXHIBIT D, Insurance, which are attached and made a part of this Agreement. CONSULTANT shall maintain all required insurance throughout the term of this Agreement and as otherwise provided in EXHIBIT D. In the event CONSULTANT fails to maintain any required insurance, and notwithstanding Paragraph 3 above, CITY/DISTRICT may (but is not obligated to) purchase such insurance and deduct or retain premium amounts from any sums due CONSULTANT under this Agreement (or CONSULTANT shall promptly reimburse CITY/DISTRICT for such expense).

In the event CONSULTANT fails to obtain or maintain completed operations coverage as required by this Agreement, the CITY/DISTRICT at its sole discretion may purchase the coverage required and the cost will be paid by CONSULTANT.
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9 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 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 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/DISTRICT setting forth the provisions of this non-discrimination clause.

15. Notice. All notices required by this Agreement shall be given to the CITY/DISTRICT 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: Laura Galli
CONSULTANT: DKS Associates
1970 Broadway, Suite 740
Oakland, CA 94612
Attention: Terry Klim
[email protected]

16. Assignment. This is an agreement for the personal services of CONSULTANT. CITY/DISTRICT has relied upon the skills, knowledge, experience and training of CONSULTANT and the CONSULTANT’s firm, associates and employees as an inducement to enter into this Agreement.

CONSULTANT shall not assign or subcontract this Agreement without 120
10 CITY/DISTRICT’s express written consent. Further, CONSULTANT shall not assign any monies due or to become due under this Agreement without CITY/DISTRICT’s prior written consent.

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 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. 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.

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

22. Liability of CITY/DISTRICT. Except as provided in Exhibit B, Services to be Provided by CONSULTANT and Exhibit D, Insurance,
CITY/DISTRICT's obligations under this Agreement shall be limited to the payment of the compensation provided for in Paragraphs 1, 3, and 4 of this Agreement,
Notwithstanding any other provision of this Agreement, in no event shall CITY/DISTRICT be liable, regardless of whether any claim is based on contract, tort or otherwise, for any special, consequential, indirect or 121
11 incidental damages, lost profits or revenue, arising out of or in connection with this Agreement, the Services, or the Project.

CITY/DISTRICT shall not be responsible for any damage to persons or property as a result of the use, misuse or failure of any equipment used by CONSULTANT, or by any of its employees, even though such equipment be furnished, rented or loaned to CONSULTANT by CITY/DISTRICT. The acceptance or use of such equipment by CONSULTANT or any of its employees shall be construed to mean that CONSULTANT accepts full responsibility for and shall exonerate, indemnify, defend and save harmless CITY/DISTRICT from and against any and all claims for any damage or injury of any type, including attorneys' fees, arising from the use, misuse or failure of such equipment, whether such damage be to the CONSULTANT, its employees, CITY/DISTRICT employees or third parties, or to property belonging to any of the above.

Nothing in this Agreement shall constitute a waiver or limitation of any right or remedy, whether in equity or at law, which CITY/DISTRICT or CONSULTANT may have under this Agreement or any applicable law. All rights and remedies of CITY/DISTRICT or CONSULTANT, whether under this Agreement or other applicable law, shall be cumulative.

23. Confidentiality. Any information, whether proprietary or not, made known to or discovered by CONSULTANT during the performance of or in connection with this Agreement for CITY/DISTRICT, will be kept confidential and not be disclosed to any other person. CONSULTANT will immediately notify CITY/DISTRICT in writing if it is requested to disclose any information made known to or discovered by during the performance of or in connection with this Agreement.

These conflict of interest, confidentiality and future service provisions and limitations shall remain fully effective indefinitely after termination of services and work to CITY/DISTRICT hereunder.

24. Waiver 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.

25. Entire Agreement. This Agreement, including Exhibits A, B, C, D and E, comprises the entire Agreement.
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12 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/ESTERO MUNICIPAL

IMPROVEMENT DISTRICT
Dated: _________________________________ Richa Awasthi, Mayor/President
ATTEST:

Dated: ________________________________ Priscilla Schaus, City Clerk/District Secretary

APPROVED AS TO FORM
Dated:

Benjamin Stock,
City Attorney/District Legal Counsel

CONSULTANT
Dated:

Terry Klim, Principal
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13 EXHIBIT A

SAMPLE TASK ORDER
TASK ORDER NO. [INSERT TASK No.]

TO MASTER ARCHITECTURE AND ENGINEERING SERVICES AGREEMENT This Task Order No. _______ ("Task Order") is made and entered into by and between the City of Foster City/Estero Municipal Improvement District (“City/District”) and DKS Associates ("Consultant").

RECITAL
A. City and Consultant entered into an agreement entitled Master Traffic Engineering and Transportation Services Agreement ("Agreement"), by which the Consultant agreed to perform ___________________________________________________________ services in accordance with Task Orders issued by the City.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. INCORPORATION BY REFERENCE. This Task Order hereby incorporates by reference all items and conditions set forth in the Agreement.

2. SCOPE OFT ASK ORDER. Consultant shall perform the services described in Exhibit "B," attached hereto and incorporated herein by reference, in accordance with the terms and conditions of the Agreement.

3. PAYMENT. For services performed by Consultant in accordance with this Task Order, City will compensate Consultant in accordance with the terms and conditions of the Agreement, in an amount not to exceed $_______________(including all hourly billings as well as reimbursable costs.

4. SIGNATURES. The individuals executing this Task Order represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Task Order on behalf of the respective legal entities of the Consultant and the City.

IN WITNESS WHEREOF, the City and Consultant do hereby agree to the full performance of the terms set forth herein.

City of Foster City Consultant
_____________________________ _________________________ By:___________________________ By: Terry Klim
Title: City Manager if < $50,000 Title: Principal
Mayor/President if > $50,000
Date: _________________________ Date: _____________________ Tax ID No.: ______________
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14 EXHIBIT B

SERVICES TO BE PROVIDED, PAYMENTS, PROJECTS, AND SCHEDULE,

PROFESSIONAL ON-CALL TRAFFIC ENGINEERING AND TRANSPORTATION

SERVICES
[EITHER COMPLETE EXHIBIT A OR ATTACH A PROPOSAL/SCOPE OF WORK THAT CONTAINS ALL THE INFORMATION BELOW AND DELETE THE TEXT BELOW FOR EACH TASK ORDER]

SERVICES TO BE PROVIDED
This is an Exhibit attached to and made a part of and incorporated by reference to the Agreement dated July 18, 2022, by and between DKS Associates, hereinafter referred to as "CONSULTANT" and the City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "CITY/DISTRICT" providing for professional services.

1.Description of the Project:

1.1 DESCRIPTION: Description of Project

2.Basic Services:

The CITY/DISTRICT has developed a general scope of work as described below.

PAYMENTS

1. The maximum payment to CONSULTANT under this Agreement for the Project shall be:

Maximum Payment Amount

2. METHODS OF PAYMENT FOR CONSULTANT’S SERVICES AND EXPENSES:

List Methods of Payment

3. TIMES OF PAYMENTS.

List Times of Payments

PROJECTS AND SCHEDULE
List Project Schedule (IF APPLICABLE)

END OF EXHIBIT B
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15 EXHIBIT C

FEE SCHEDULE
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16 EXHIBIT D

INSURANCE FORMS
CONSULTANT shall provide, in addition to the Certificates of Insurance, original Endorsement affecting the coverages specified herein on the attached form. No substitute form will be accepted.

This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated July 18, 2022, by and between DKS Associates, hereinafter referred to as "Consultant”, and City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "City/District", providing for professional services.

1.Consultant's Duty to Show Proof of Insurance. Consultant, in order to protect City/District and its Council members, officials, agents, officers, and employees against all claims and liability for death, injury, loss and damage as a result of Consultant's acts, errors, or omissions in connection with the performance of Consultant's obligations, as required in this Agreement, shall secure and maintain insurance as described below. Consultant shall not perform any work under this Agreement until Consultant has obtained all insurance required under this section and the required certificates of insurance and all required endorsements have been filed with the City/District'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, Consultant 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, Consultant shall promptly deliver to ITS a certificate of insurance, and all required endorsements, with respect to each renewal policy, as necessary to demonstrate the maintenance 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 and bear a notation evidencing payment of the premium thereof if so requested.

Consultant shall immediately pay any deductibles and self-insured retentions under all required insurance policies upon the submission of any claim by Consultant or City/District as an additional insured.

1.1 Insurance Requirements
Commercial General Liability Insurance
Commercial General Liability Insurance including, but not limited to, Contractual Liability Insurance (specifically concerning the indemnity provisions of this Agreement with the City/District), Products-Completed Operations Hazard, liability for slander, false arrest 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 Consultant's performance of services under this Agreement. The Commercial General Liability insurance shall contain no exclusions or limitation for independent contractors working on the behalf of the named insured. Consultant shall maintain the Products- Completed Operations Hazard coverage for the longest period allowed by law following termination of this Agreement. The amount of said insurance coverage required by this Agreement shall be the policy limits, which shall be at least five million dollars ($5,000,000) each occurrence and five million dollars ($5,000,000) aggregate. *Please note, the City/District will require a separate additional insured endorsement for the Commercial General Liability policy, listing the “City of Foster City/Estero Municipal Improvement District, its Council/Board members, officials, agents, officers, volunteers and employees”.
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☒ Business Automobile Liability Insurance
Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering any vehicle and/or all owned, leased, hired and non- owned vehicles used in the performance of Services pursuant to this Agreement with coverage equal to the policy limits, which shall be at least two million dollars ($2,000,000) each occurrence.
☒ Workers' Compensation Insurance
Consultant shall submit written proof that Consultant is insured against liability for workers' compensation in accordance with the provisions of section 3700 of the California Labor Code.

Consultant shall require any Subconsultants to provide workers' compensation for all of the Subconsultants' employees, unless the Subconsultants' employees are covered by the insurance afforded by Consultant. If any class of employees engaged in work or services performed under this Agreement is not covered by California Labor Code section 3700, Consultant shall provide and/or require each Subconsultant to provide adequate insurance for the coverage of employees not otherwise covered. Consultant shall also maintain employer's liability insurance with limits of one million dollars ($1,000,000) for bodily injury or disease. ☒ Professional Liability Insurance
Professional Liability (Errors and Omissions) Insurance, for liability arising out of, or in connection with, all negligent acts, errors or omissions in connection with services to be provided under this Agreement, with no exclusion for claims of one insured against another insured, with coverage equal to the policy limits, which shall not be less than two million dollars ($2,000,000) per occurrence and four million dollars ($4,000,000) aggregate.

1.2 Self-Insured Retention
Any self-insured retentions in excess of $100,000 must be declared on the Certificate of insurance or other documentation provided to City/District and must be approved by the City/District Risk Manager.

1.3 Claims-Made Basis Coverage
If any of the insurance coverages required under this Agreement is written on a claims-made basis, Consultant, at Consultant's option, shall either (i) maintain said coverage for at least five (5) years 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 five (5) years following the termination of this Agreement; or (iii) acquire a full prior acts provision on any renewal or replacement policy.

2.City/District as Additional Insured
On Consultant's Commercial General Liability and Automobile policies, the City of Foster City/Estero Municipal Improvement District, its Council members, officers, directors, agents, employees, and volunteers, shall be named 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 ISO form CG 20 37 10 01 plus either ISO form CG 20 10 10 01 or CG 20 33 10 01; or (iii) on such 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
The above stated insurance coverages required to be maintained by consultant shall be maintained until the completion of all of Consultant's obligations under this Agreement except as 128
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otherwise indicated herein. Each insurance policy supplied by consultant shall not be suspended, voided, cancelled or reduced in coverage or in limits except after ten (10) days written notice by Consultant in the 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.

Consultant shall immediately obtain replacement coverage for any insurance policy that is terminated, canceled, non-renewed, or whose policy limits have been exhausted 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/District Risk Manager.

3.3 If Consultant is, or becomes during the term of this Agreement, self-insured or a member of a self-insurance pool, Consultant shall provide coverage equivalent to the insurance coverages and endorsements required above. The City/District will not accept such coverage unless the City/District determines, in its sole discretion and by written acceptance, that the coverage proposed to be provided by Consultant is equivalent to the above-required coverages.

3.4 For any claims related to the Agreement, the Consultant’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City/District, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City/District, its officers, officials, employees, or volunteers shall be excess of the Consultant’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 Consultant 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/District 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 Consultant to maintain all such insurance in effect at all times required by this Agreement shall be a material breach of this Agreement by Consultant. City/District, at its sole option, may terminate this Agreement and obtain damages from Consultant resulting from said breach. Alternatively, City/District may purchase such required insurance coverage, and without further notice to Consultant, City/District shall deduct from sums due to Consultant any premiums and associated costs advanced or paid by City/District for such insurance. If the balance of monies obligated to Consultant pursuant to this Agreement are insufficient to reimburse City/District for the premiums and any associated costs, Consultant agrees to reimburse City/District for the premiums and pay for all costs associated with the purchase of said insurance. Any failure by City/District to take this alternative action shall not relieve Consultant of its obligation to obtain and maintain the insurance coverages required by this Agreement.

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 City/District may (but is under no obligation to) secure project-specific insurance, wrap-up insurance, or administer an owner-controlled insurance program ("OCIP"), in which case Consultant and its subconsultants shall communicate this fact to their insurance carriers and request that the risk of this project be excluded from their practice policies. Consultant's fees under this Agreement (and the fee of its subconsultants under subconsultant agreements) shall be reduced by the amount of insurance premiums that may be avoided by consultant and its subconsultants by virtue of the City/District's obtaining the project-specific insurance, wrap-up insurance or administering an OCIP, and the exclusion of this project from coverage of Consultant's and subconsultants policies. Construction Manager and its subconsultants shall afford City/District access to their books and records and cooperate with City/District in verifying the amount of savings realized.
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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 Named 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:
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TELEPHONE: ( ) DATE ISSUED:

END OF EXHIBIT D
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EXHIBIT E
COVID-19 AMENDMENT/ATTACHMENT
(Consulting Agreement Form)
This COVID-19 Amendment/Attachment amends the Agreement between the City of Foster City/Estero Municipal Improvement District hereinafter called "CITY/DISTRICT” and DKS Associates (“Consultant”) dated July 18, 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 Consultant (which for purposes herein includes all subconsultants) 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 Consultant 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. Consultant acknowledges that those orders, directives and guidance may require the Project to shut down or otherwise increase the Consultant’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 Consultant shall follow the most applicable, restrictive and newest COVID-19 Proclamations.

D. An “Unknown COVID-19 Condition” is a COVID-19 Condition the Consultant did not know about, and reasonably should not have known about, as of the date the Consultant submitted its proposal. The requirements contained in COVID-19 Proclamations issued before submission of a proposal are not Unknown COVID-19 Conditions, and the Consultant 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 under the circumstances; (iii) is not the result of the Consultant’s failure to comply with the contract documents or a COVID-19 Proclamation; and (iv) is not the result of a subconsultants failure to comply with a COVID-19 Proclamation in connection with the performance of the Services.

2. COVID-19 Conditions and Proposal. Consultant 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 Consultant’s price and schedule. In order to be entitled to any relief from a COVID- 19 Condition, the Consultant must demonstrate that the issue, cost or delay is due to an Unknown COVID-19 Condition.

3. Compliance with COVID-19 Proclamations.

A. Consultant 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. Consultant is responsible to ensure that its subconsultants and suppliers comply with COVID- 19 Proclamations at all times in connection with the performance of their Services.

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

5. City/District Directed Suspension. The City/District may suspend Services due to COVID-19 health concerns, even though the Consultant may be allowed to proceed with the Services based on COVID-19 Proclamations. The City/District may suspend the Services for its convenience. The 133
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Consultant is entitled to a time extension for a City/District Directed Suspension, and the contract amount will be equitably adjusted if and to the extent Consultant incurs increased costs that are Unknown COVID-19 Costs.

6. Compensation for COVID-19 Costs. City/District will reimburse the Consultant for costs attributable to COVID-19, and which are not included in the schedule of values, only if the cost is an Unknown COVID-19 Cost.

7. Safe Work Practices. Consultant shall implement safe work practices recommended by CDC or OSHA or Cal/OSHA, which may include, inter alia, screening all employees, subconsultants, 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. Consultant remains fully responsible for following and complying with changes to recommended safe work practices from time to time.

8. Monitoring and Reporting. City/District may require the Consultant 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. Consultant shall immediately report to City/District any outbreaks of COVID-19 among its workers. The Consultant shall not knowingly allow any worker who has tested positive with COVID-19 to enter a City/District building.

In the event of an outbreak or an exposure to COVID-19, the City/District 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/District and Consultant have executed this Covid-19 Amendment as of the date set forth above.

CONSULTANT: CITY/DISTRICT:
________________________ ____________________________
Signature Signature
________________________ ______________________________ Terry Klim, Principal Richa Awasthi, Mayor/President

END OF EXHIBIT E
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1 MASTER TRAFFIC ENGINEERING AND TRANSPORTATION SERVICES

AGREEMENT
FOR

PROFESSIONAL ON-CALL TRAFFIC ENGINEERING AND TRANSPORTATION

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

TERMS AND CONDITIONS

Performance of the work specified in said Exhibit B and each Task Order 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.
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2 Where in conflict, the terms of this Agreement supersede and prevail over any terms set forth in Exhibit B and in each Task Order.

CONSULTANT shall continue its work throughout the course of any dispute, and CONSULTANT’s failure to continue work during a dispute shall be a material breach of this Agreement.

CITY/DISTRICT will not withhold any Federal or State income taxes or Social Security tax from any payments made by CITY/DISTRICT to CONSULTANT under the terms and conditions of this Agreement.

Payment of all taxes and other assessments on such sums is the sole 137
4 responsibility of CONSULTANT. CITY/DISTRICT has no responsibility or liability for payment of CONSULTANT’s taxes or assessments.

Upon the approval of the terms of the proposal by CITY/DISTRICT’s Manager (for contracts less than $50,000) or CITY Council/ DISTRICT Board (for contracts $50,000 or more) by motion duly made and carried, the CITY/DISTRICT's Authorized Representative shall issue a Task Order against this agreement. CONSULTANT shall commence performance and shall complete all required services no later than the dates set forth in accordance with the approved Task Order. Except to the extent modified by written amendment, all other terms and conditions of this Agreement shall be deemed incorporated in each such Task Order.
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5 5. Records and Audit. CONSULTANT shall keep and maintain 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/DISTRICT for review and copying during regular business hours at CONSULTANT’s place of business or as otherwise agreed upon by the parties.

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

CONSULTANT represents that it possesses all necessary training, licenses, certificates, and permits required by the federal, state, CITY/DISTRICT or municipal governments to perform the Services. Such licenses, certificates and permits must be valid at the time CONSULTANT enters into this Agreement and must be maintained during the term of this Agreement in full force and effect. Licenses, certificates and permits may 139
6 include but are not limited to driver’s licenses, professional licenses or certificates and business licenses. Such licenses, certificates and permits will be procured and maintained in force by CONSULTANT at no expense to CITY/DISTRICT.

11. Indemnity.
(a) To the fullest extent allowed by law (including without limitation California Civil Code Sections 2782 and 2782.8), CONSULTANT shall 140
7 defend, indemnify, and hold harmless City of Foster City and Estero Municipal Improvement District, its officers, directors, officials, agents, employees, and volunteers (collectively, “Indemnitees”) from and against any and all claims, suits, expenses, liability, cause of action, loss, cost, damage, injury (including, without limitation, economic harm, injury to or death of any person, including an employee of CONSULTANT or its Subconsultants), of every kind, nature, and description, at law or equity, (including without limitation, incidental and consequential damages, court costs, attorneys’ fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation) (collectively “Liabilities”), that arise out of, pertain to, or relate to any negligence, recklessness, or willful misconduct of CONSULTANT, any Subconsultant, anyone directly or indirectly employed or retained by them, or anyone that they control. CONSULTANT’s obligations to indemnify, defend, hold harmless the Indemnitees shall not apply to the extent that such Liabilities are caused in whole or in part by the sole negligence, active negligence, or willful misconduct of such Indemnitee but shall apply to all other Liabilities.
(b) Intellectual Property Indemnification. CONSULTANT represents that professional services provided by CONSULTANT pursuant to this Agreement does not infringe on any other copyrighted work or intellectual property owned by others. CONSULTANT shall defend, indemnify and hold harmless CITY/DISTRICT from all Liabilities, that may at any time arise for any infringement of the patent rights, copyright, trade secret, trade name, trademark, service mark or any other proprietary right of any person or persons in arising from or relating to CONSULTANT’s services provided to CITY/DISTRICT under this Agreement.
(c) CITY/DISTRICT shall include a provision in the construction contract with the general contractor on the Project requiring the general contractor to indemnify CONSULTANT for damages resulting from the negligence of the general contractor and its subcontractors.

CITY/DISTRICT shall also include a provision in the construction contract with the general contractor on the Project requiring the general contractor to name CONSULTANT as an additional insured on its Comprehensive General Liability insurance coverage. If CONSULTANT has the opportunity to review the construction contract prior to bidding, CITY/DISTRICT shall have no responsibility for the inadvertent omission of such provisions.
(d) CONSULTANT shall place in its agreements with Subconsultants and cause its Subconsultants to agree to the indemnification and insurance provisions in this Agreement in favor of CITY/DISTRICT and the Indemnitees in the exact form and substance as those contained in this Agreement.
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8 (e) CITY/DISTRICT acknowledges that the discovery, presence, handling or removal of asbestos products, polychlorinated biphenyl (PCB) or other hazardous substances which may presently exist at the any Project site is outside of CONSULTANT’s responsibilities and is not included in the scope of Services CONSULTANT is to perform nor included in CONSULTANT’s insurance. CITY/DISTRICT shall hire hazardous materials consultant if the Project requires the testing or remediation of hazardous substances. CONSULTANT shall not be responsible or be involved in any way with the discovery, presence, handling or removal of such materials. CONSULTANT shall, however, be responsible for the coordination of CONSULTANT’s services and work with the work of CITY/DISTRICT’s hazardous materials consultants. (f) Duty to Cooperate. CONSULTANT shall notify CITY/DISTRICT immediately in writing of any claim or damage related to activities or services performed under this Agreement. CONSULTANT shall cooperate with CITY/DISTRICT in the investigation and disposition of all Liabilities arising out of the activities or services under this Agreement.

In the event CONSULTANT fails to obtain or maintain completed operations coverage as required by this Agreement, the CITY/DISTRICT at its sole discretion may purchase the coverage required and the cost will be paid by CONSULTANT.
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9 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.

15. Notice. All notices required by this Agreement shall be given to the CITY/DISTRICT 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: Laura Galli
CONSULTANT: Hexagon Transportation Consultants, Inc.
100 Century Court, Suite 501
San Jose, CA 95112
Attention: Gary Black
[email protected]

CONSULTANT shall not assign or subcontract this Agreement without 143
10 CITY/DISTRICT’s express written consent. Further, CONSULTANT shall not assign any monies due or to become due under this Agreement without CITY/DISTRICT’s prior written consent.

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.

22. Liability of CITY/DISTRICT. Except as provided in Exhibit B, Services to be Provided by CONSULTANT and Exhibit D, Insurance,
CITY/DISTRICT's obligations under this Agreement shall be limited to the payment of the compensation provided for in Paragraphs 1, 3, and 4 of this Agreement,
Notwithstanding any other provision of this Agreement, in no event shall CITY/DISTRICT be liable, regardless of whether any claim is based on contract, tort or otherwise, for any special, consequential, indirect or 144
11 incidental damages, lost profits or revenue, arising out of or in connection with this Agreement, the Services, or the Project.

These conflict of interest, confidentiality and future service provisions and limitations shall remain fully effective indefinitely after termination of services and work to CITY/DISTRICT hereunder.

25. Entire Agreement. This Agreement, including Exhibits A, B, C, D and E, comprises the entire Agreement.
145
12 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/ESTERO MUNICIPAL

IMPROVEMENT DISTRICT
Dated: _________________________________ Richa Awasthi, Mayor/President
ATTEST:

Dated: ________________________________ Priscilla Schaus, City Clerk/District Secretary

APPROVED AS TO FORM
Dated:

Benjamin Stock,
City Attorney/District Legal Counsel

CONSULTANT
Dated:

Gary Black, President
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13 EXHIBIT A

SAMPLE TASK ORDER
TASK ORDER NO. [INSERT TASK No.]

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. INCORPORATION BY REFERENCE. This Task Order hereby incorporates by reference all items and conditions set forth in the Agreement.

IN WITNESS WHEREOF, the City and Consultant do hereby agree to the full performance of the terms set forth herein.

City of Foster City Consultant
_____________________________ _________________________ By:___________________________ By: Gary Black
Title: City Manager if < $50,000 Title: President
Mayor/President if > $50,000
Date: _________________________ Date: _____________________ Tax ID No.: ______________
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14 EXHIBIT B

SERVICES TO BE PROVIDED, PAYMENTS, PROJECTS, AND SCHEDULE,

PROFESSIONAL ON-CALL TRAFFIC ENGINEERING AND TRANSPORTATION

SERVICES
[EITHER COMPLETE EXHIBIT A OR ATTACH A PROPOSAL/SCOPE OF WORK THAT CONTAINS ALL THE INFORMATION BELOW AND DELETE THE TEXT BELOW FOR EACH TASK ORDER]

SERVICES TO BE PROVIDED
This is an Exhibit attached to and made a part of and incorporated by reference to the Agreement dated July 18, 2022, by and between Hexagon Transportation Consultants, Inc., hereinafter referred to as "CONSULTANT" and the City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "CITY/DISTRICT" providing for professional services.

1.Description of the Project:

1.1 DESCRIPTION: Description of Project

2.Basic Services:

The CITY/DISTRICT has developed a general scope of work as described below.

PAYMENTS

1. The maximum payment to CONSULTANT under this Agreement for the Project shall be:

Maximum Payment Amount

2. METHODS OF PAYMENT FOR CONSULTANT’S SERVICES AND EXPENSES:

List Methods of Payment

3. TIMES OF PAYMENTS.

List Times of Payments

PROJECTS AND SCHEDULE
List Project Schedule (IF APPLICABLE)

END OF EXHIBIT B
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15 EXHIBIT C

FEE SCHEDULE
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16 EXHIBIT D

This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated July 18, 2022, by and between Hexagon Transportation Consultants, Inc., hereinafter referred to as "Consultant”, and City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "City/District", providing for professional services.

1.1 Insurance Requirements
Commercial General Liability Insurance
Commercial General Liability Insurance including, but not limited to, Contractual Liability Insurance (specifically concerning the indemnity provisions of this Agreement with the City/District), Products-Completed Operations Hazard, liability for slander, false arrest 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 Consultant's performance of services under this Agreement. The Commercial General Liability insurance shall contain no exclusions or limitation for independent contractors working on the behalf of the named insured. Consultant shall maintain the Products- Completed Operations Hazard coverage for the longest period allowed by law following termination of this Agreement. The amount of said insurance coverage required by this Agreement shall be the policy limits, which shall be at least five million dollars ($5,000,000) each occurrence and five million dollars ($5,000,000) aggregate. *Please note, the City/District will require a separate additional insured endorsement for the Commercial General Liability policy, listing the “City of Foster City/Estero Municipal Improvement District, its Council/Board members, officials, agents, officers, volunteers and employees”.
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☒ Business Automobile Liability Insurance
Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering any vehicle and/or all owned, leased, hired and non- owned vehicles used in the performance of Services pursuant to this Agreement with coverage equal to the policy limits, which shall be at least two million dollars ($2,000,000) each occurrence.
☒ Workers' Compensation Insurance
Consultant shall submit written proof that Consultant is insured against liability for workers' compensation in accordance with the provisions of section 3700 of the California Labor Code.

3.Insurance terms and conditions:

3.1 Cancellation of Insurance
The above stated insurance coverages required to be maintained by consultant shall be maintained until the completion of all of Consultant's obligations under this Agreement except as 151
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otherwise indicated herein. Each insurance policy supplied by consultant shall not be suspended, voided, cancelled or reduced in coverage or in limits except after ten (10) days written notice by Consultant in the 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.

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:

Other:

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

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.

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

SIGNATURE OF AUTHORIZED REPRESENTATIVE (original signature required) ORGANIZATION: TITLE:

ADDRESS:
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TELEPHONE: ( ) DATE ISSUED:

END OF EXHIBIT D
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EXHIBIT E
COVID-19 AMENDMENT/ATTACHMENT
(Consulting Agreement Form)
This COVID-19 Amendment/Attachment amends the Agreement between the City of Foster City/Estero Municipal Improvement District hereinafter called "CITY/DISTRICT” and Hexagon Transportation Consultants, Inc. (“Consultant”) dated July 18, 2022.

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

3. Compliance with COVID-19 Proclamations.

B. Consultant is responsible to ensure that its subconsultants and suppliers comply with COVID- 19 Proclamations at all times in connection with the performance of their Services.

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

5. City/District Directed Suspension. The City/District may suspend Services due to COVID-19 health concerns, even though the Consultant may be allowed to proceed with the Services based on COVID-19 Proclamations. The City/District may suspend the Services for its convenience. The 156
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Consultant is entitled to a time extension for a City/District Directed Suspension, and the contract amount will be equitably adjusted if and to the extent Consultant incurs increased costs that are Unknown COVID-19 Costs.

In the event of an outbreak or an exposure to COVID-19, the City/District 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/District and Consultant have executed this Covid-19 Amendment as of the date set forth above.

CONSULTANT: CITY/DISTRICT:
________________________ ____________________________
Signature Signature
________________________ ______________________________ Gary Black, President Richa Awasthi, Mayor/President

END OF EXHIBIT E
157
1 MASTER TRAFFIC ENGINEERING AND TRANSPORTATION SERVICES

AGREEMENT
FOR

PROFESSIONAL ON-CALL TRAFFIC ENGINEERING AND TRANSPORTATION

SERVICES
This Agreement is made and entered into as of the 18th day of July, 2022 by and between the City of Foster City/Estero Municipal Improvement District hereinafter called "CITY/DISTRICT" and Traffic Patterns hereinafter called "CONSULTANT".

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

TERMS AND CONDITIONS

Performance of the work specified in said Exhibit B and each Task Order 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.
158
2 Where in conflict, the terms of this Agreement supersede and prevail over any terms set forth in Exhibit B and in each Task Order.

1. Term; Termination.
(a) The term of this Agreement shall commence upon the date hereinabove written and shall expire upon completion of performance of services hereunder by CONSULTANT. Initial contract period shall be from July 18, 2022 to July 17, 2025. The contract may be renewed subsequently in one- year increments as follows: The second contract period will be from July 18, 2025 to July 17 2026. The third contract period will be from July 18, 2026 to July 17 2027. Renewal shall be by mutual consent of CONSULTANT AND CITY/DISTRICT as approved by the City
Council/District Board. CONSULTANT shall not commence Services or work until a Notice to Proceed is issued by CITY/DISTRICT. (b) Notwithstanding the provisions of (a) above, CITY/DISTRICT may with or without cause, direct CONSULTANT to suspend, delay or interrupt Services, in whole or in part, for such periods of time as CITY/DISTRICT may determine in its sole discretion.

CITY/DISTRICT will not withhold any Federal or State income taxes or Social Security tax from any payments made by CITY/DISTRICT to CONSULTANT under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums is the sole responsibility 160
4 of CONSULTANT. CITY/DISTRICT has no responsibility or liability for payment of CONSULTANT’s taxes or assessments.

CONSULTANT 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 CONSULTANT shall pay federal Davis Bacon wages and comply with applicable federal requirements.

CONSULTANT shall commence performance and shall complete all required services no later than the dates set forth in accordance with the approved Task Order. Except to the extent modified by written amendment, all other terms and conditions of this Agreement shall be deemed incorporated in each such Task Order.
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5 5. Records and Audit. CONSULTANT shall keep and maintain 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/DISTRICT for review and copying during regular business hours at CONSULTANT’s place of business or as otherwise agreed upon by the parties.

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

CONSULTANT represents that it possesses all necessary training, licenses, certificates, and permits required by the federal, state, CITY/DISTRICT or municipal governments to perform the Services. Such licenses, certificates and permits must be valid at the time CONSULTANT enters into this Agreement and must be maintained during the term of this Agreement in full force and effect. Licenses, certificates and permits may include but are not limited to driver’s licenses, professional licenses or 162
6 certificates and business licenses. Such licenses, certificates and permits will be procured and maintained in force by CONSULTANT at no expense to CITY/DISTRICT.

11. Indemnity.
(a) To the fullest extent allowed by law (including without limitation California Civil Code Sections 2782 and 2782.8), CONSULTANT shall defend, indemnify, and hold harmless City of Foster City and Estero Municipal Improvement District, its officers, directors, officials, agents, 163
7 employees, and volunteers (collectively, “Indemnitees”) from and against any and all claims, suits, expenses, liability, cause of action, loss, cost, damage, injury (including, without limitation, economic harm, injury to or death of any person, including an employee of CONSULTANT or its Subconsultants), of every kind, nature, and description, at law or equity, (including without limitation, incidental and consequential damages, court costs, attorneys’ fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation) (collectively “Liabilities”), that arise out of, pertain to, or relate to any negligence, recklessness, or willful misconduct of CONSULTANT, any Subconsultant, anyone directly or indirectly employed or retained by them, or anyone that they control. CONSULTANT’s obligations to indemnify, defend, hold harmless the Indemnitees shall not apply to the extent that such Liabilities are caused in whole or in part by the sole negligence, active negligence, or willful misconduct of such Indemnitee but shall apply to all other Liabilities.
(b) Intellectual Property Indemnification. CONSULTANT represents that professional services provided by CONSULTANT pursuant to this Agreement does not infringe on any other copyrighted work or intellectual property owned by others. CONSULTANT shall defend, indemnify and hold harmless CITY/DISTRICT from all Liabilities, that may at any time arise for any infringement of the patent rights, copyright, trade secret, trade name, trademark, service mark or any other proprietary right of any person or persons in arising from or relating to CONSULTANT’s services provided to CITY/DISTRICT under this Agreement.
(c) CITY/DISTRICT shall include a provision in the construction contract with the general contractor on the Project requiring the general contractor to indemnify CONSULTANT for damages resulting from the negligence of the general contractor and its subcontractors. CITY/DISTRICT shall also include a provision in the construction contract with the general contractor on the Project requiring the general contractor to name CONSULTANT as an additional insured on its Comprehensive General Liability insurance coverage. If CONSULTANT has the opportunity to review the construction contract prior to bidding, CITY/DISTRICT shall have no responsibility for the inadvertent omission of such provisions.
(d) CONSULTANT shall place in its agreements with Subconsultants and cause its Subconsultants to agree to the indemnification and insurance provisions in this Agreement in favor of CITY/DISTRICT and the Indemnitees in the exact form and substance as those contained in this Agreement.
(e) CITY/DISTRICT acknowledges that the discovery, presence, handling or removal of asbestos products, polychlorinated biphenyl (PCB) 164
8 or other hazardous substances which may presently exist at the any Project site is outside of CONSULTANT’s responsibilities and is not included in the scope of Services CONSULTANT is to perform nor included in CONSULTANT’s insurance. CITY/DISTRICT shall hire hazardous materials consultant if the Project requires the testing or remediation of hazardous substances. CONSULTANT shall not be responsible or be involved in any way with the discovery, presence, handling or removal of such materials. CONSULTANT shall, however, be responsible for the coordination of CONSULTANT’s services and work with the work of CITY/DISTRICT’s hazardous materials consultants.
(f) Duty to Cooperate. CONSULTANT shall notify CITY/DISTRICT immediately in writing of any claim or damage related to activities or services performed under this Agreement. CONSULTANT shall cooperate with CITY/DISTRICT in the investigation and disposition of all Liabilities arising out of the activities or services under this Agreement. Without limiting the foregoing, CONSULTANT shall take all steps necessary to assist CITY/DISTRICT in the defense of any and all Liabilities brought by a contractor hired to construct the Project regarding any errors, flaws, and/or omissions in the plans or specifications of the Project. Any additional services or work under this paragraph shall be compensated as Additional Services.

CONSULTANT 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 CONSULTANT fails to obtain or maintain completed operations coverage as required by this Agreement, the CITY/DISTRICT 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 165
9 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 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 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/DISTRICT setting forth the provisions of this non-discrimination clause.

15. Notice. All notices required by this Agreement shall be given to the CITY/DISTRICT 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: Laura Galli
CONSULTANT: Traffic Patterns
169 Front Street, Suite 203
Danville, CA 94526
Attention: Jaime O. Rodriguez
[email protected]

CONSULTANT shall not assign or subcontract this Agreement without CITY/DISTRICT’s express written consent. Further, CONSULTANT shall not assign any monies due or to become due under this Agreement without CITY/DISTRICT’s prior written consent.
166
10 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.

22. Liability of CITY/DISTRICT. Except as provided in Exhibit B, Services to be Provided by CONSULTANT and Exhibit D, Insurance, CITY/DISTRICT's obligations under this Agreement shall be limited to the payment of the compensation provided for in Paragraphs 1, 3, and 4 of this Agreement, Notwithstanding any other provision of this Agreement, in no event shall CITY/DISTRICT be liable, regardless of whether any claim is based on contract, tort or otherwise, for any special, consequential, indirect or incidental damages, lost profits or revenue, arising out of or in connection with this Agreement, the Services, or the Project.

CITY/DISTRICT shall not be responsible for any damage to persons or property as a result of the use, misuse or failure of any equipment used by CONSULTANT, or by any of its employees, even though such equipment be furnished, rented or loaned to CONSULTANT by CITY/DISTRICT. The 167
11 acceptance or use of such equipment by CONSULTANT or any of its employees shall be construed to mean that CONSULTANT accepts full responsibility for and shall exonerate, indemnify, defend and save harmless CITY/DISTRICT from and against any and all claims for any damage or injury of any type, including attorneys' fees, arising from the use, misuse or failure of such equipment, whether such damage be to the CONSULTANT, its employees, CITY/DISTRICT employees or third parties, or to property belonging to any of the above.

These conflict of interest, confidentiality and future service provisions and limitations shall remain fully effective indefinitely after termination of services and work to CITY/DISTRICT hereunder.

25. Entire Agreement. This Agreement, including Exhibits A, B, C, D and E, 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/ESTERO MUNICIPAL

IMPROVEMENT DISTRICT
168
12 Dated: _________________________________ Richa Awasthi, Mayor/President
ATTEST:

Dated: ________________________________ Priscilla Schaus, City Clerk/District Secretary

APPROVED AS TO FORM
Dated:

Benjamin Stock,
City Attorney/District Legal Counsel

CONSULTANT
Dated: 6-24-2022
Jaime Rodriguez, Principal
169
13 EXHIBIT A

SAMPLE TASK ORDER
TASK ORDER NO. [INSERT TASK No.]

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. INCORPORATION BY REFERENCE. This Task Order hereby incorporates by reference all items and conditions set forth in the Agreement.

IN WITNESS WHEREOF, the City and Consultant do hereby agree to the full performance of the terms set forth herein.

City of Foster City Consultant
_____________________________ _________________________ By:___________________________ By: Jaime O. Rodriguez
Title: City Manager if < $50,000 Title: Principal
Mayor/President if > $50,000
Date: _________________________ Date: _____________________ Tax ID No.: ______________
170
14 EXHIBIT B

SERVICES TO BE PROVIDED, PAYMENTS, PROJECTS, AND SCHEDULE,

PROFESSIONAL ON-CALL TRAFFIC ENGINEERING AND TRANSPORTATION

SERVICES
[EITHER COMPLETE EXHIBIT A OR ATTACH A PROPOSAL/SCOPE OF WORK THAT CONTAINS ALL THE INFORMATION BELOW AND DELETE THE TEXT BELOW FOR EACH TASK ORDER]

SERVICES TO BE PROVIDED
This is an Exhibit attached to and made a part of and incorporated by reference to the Agreement dated July 18, 2022, by and between Traffic Patterns, hereinafter referred to as "CONSULTANT" and the City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "CITY/DISTRICT" providing for professional services.

1.Description of the Project:

1.1 DESCRIPTION: Description of Project

2.Basic Services:

The CITY/DISTRICT has developed a general scope of work as described below.

PAYMENTS

1. The maximum payment to CONSULTANT under this Agreement for the Project shall be:

Maximum Payment Amount

2. METHODS OF PAYMENT FOR CONSULTANT’S SERVICES AND EXPENSES:

List Methods of Payment

3. TIMES OF PAYMENTS.

List Times of Payments

PROJECTS AND SCHEDULE
List Project Schedule (IF APPLICABLE)

END OF EXHIBIT B
171
15 EXHIBIT C

FEE SCHEDULE
172
16 EXHIBIT D

This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated July 18, 2022, by and between Traffic Patterns, hereinafter referred to as "Consultant”, and City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "City/District", providing for professional services.

1.1 Insurance Requirements
Commercial General Liability Insurance
Commercial General Liability Insurance including, but not limited to, Contractual Liability Insurance (specifically concerning the indemnity provisions of this Agreement with the City/District), Products-Completed Operations Hazard, liability for slander, false arrest 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 Consultant's performance of services under this Agreement. The Commercial General Liability insurance shall contain no exclusions or limitation for independent contractors working on the behalf of the named insured. Consultant shall maintain the Products-Completed Operations Hazard coverage for the longest period allowed by law following termination of this Agreement. The amount of said insurance coverage required by this Agreement shall be the policy limits, which shall be at least five million dollars ($5,000,000) each occurrence and five million dollars ($5,000,000) aggregate.
*Please note, the City/District will require a separate additional insured endorsement for the Commercial General Liability policy, listing the “City of Foster City/Estero Municipal Improvement District, its Council/Board members, officials, agents, officers, volunteers and employees”.
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☒ Business Automobile Liability Insurance
Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering any vehicle and/or all owned, leased, hired and non- owned vehicles used in the performance of Services pursuant to this Agreement with coverage equal to the policy limits, which shall be at least two million dollars ($2,000,000) each occurrence.
☒ Workers' Compensation Insurance
Consultant shall submit written proof that Consultant is insured against liability for workers' compensation in accordance with the provisions of section 3700 of the California Labor Code.

3.Insurance terms and conditions:

3.1 Cancellation of Insurance
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The above stated insurance coverages required to be maintained by consultant shall be maintained until the completion of all of Consultant's obligations under this Agreement except as otherwise indicated herein. Each insurance policy supplied by consultant shall not be suspended, voided, cancelled or reduced in coverage or in limits except after ten (10) days written notice by Consultant in the 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. Consultant shall immediately obtain replacement coverage for any insurance policy that is terminated, canceled, non-renewed, or whose policy limits have been exhausted or upon insolvency of the insurer that issued the policy.

3.8 City/District may (but is under no obligation to) secure project-specific insurance, wrap-up insurance, or administer an owner-controlled insurance program ("OCIP"), in which case Consultant and its subconsultants shall communicate this fact to their insurance carriers and request that the risk of this project be excluded from their practice policies. Consultant's fees under this Agreement (and the fee of its subconsultants under subconsultant agreements) shall be reduced by the amount of insurance premiums that may be avoided by consultant and its subconsultants by virtue of the City/District's obtaining the project-specific insurance, wrap-up insurance or administering an OCIP, and the exclusion of this project from coverage of Consultant's and subconsultants policies. Construction Manager and its subconsultants shall afford City/District 175
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access to their books and records and cooperate with City/District in verifying the amount of savings realized.

ATTACHED

1. Insurance Coverage Form
176
20 Updated 4/20/2021

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:

Other:

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

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.

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

SIGNATURE OF AUTHORIZED REPRESENTATIVE (original signature required) ORGANIZATION: TITLE:

ADDRESS:

TELEPHONE: ( ) DATE ISSUED:

END OF EXHIBIT D
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EXHIBIT E
COVID-19 AMENDMENT/ATTACHMENT
(Consulting Agreement Form)
This COVID-19 Amendment/Attachment amends the Agreement between the City of Foster City/Estero Municipal Improvement District hereinafter called "CITY/DISTRICT” and Traffic Patterns (“Consultant”) dated July 18, 2022.

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

3. Compliance with COVID-19 Proclamations.

B. Consultant is responsible to ensure that its subconsultants and suppliers comply with COVID- 19 Proclamations at all times in connection with the performance of their Services.

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

5. City/District Directed Suspension. The City/District may suspend Services due to COVID-19 health concerns, even though the Consultant may be allowed to proceed with the Services based on COVID-19 Proclamations. The City/District may suspend the Services for its convenience. The 178
22 Updated 4/20/2021
Consultant is entitled to a time extension for a City/District Directed Suspension, and the contract amount will be equitably adjusted if and to the extent Consultant incurs increased costs that are Unknown COVID-19 Costs.

In the event of an outbreak or an exposure to COVID-19, the City/District 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/District and Consultant have executed this Covid-19 Amendment as of the date set forth above.

CONSULTANT: CITY/DISTRICT:
________________________ ____________________________
Signature Signature
________________________ ______________________________ Jaime Rodriguez, Principal Richa Awasthi, Mayor/President

END OF EXHIBIT E
179
1 MASTER MATERIALS TESTING SERVICES AGREEMENT
FOR

ON-CALL MATERIALS TESTING SERVICES
This Agreement is made and entered into as of the 18 th day of July, 2022 by and between the City of Foster City/Estero Municipal Improvement District hereinafter called "CITY/DISTRICT" and Apex Testing Laboratories, Inc. hereinafter called "CONSULTANT".

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

WHEREAS, CITY/DISTRICT desires to retain CONSULTANT to provide materials testing services and related services;
WHEREAS, It is anticipated that, as a need arises for CONSULTANT to provide services, CITY/DISTRICT will issue Task Orders to CONSULTANT (in a form substantially similar to that set forth in Exhibit “A,” attached hereto and incorporated by reference which more particularly describes the scope of services to be performed); WHEREAS, In reliance upon CONSULTANT's documentation of its qualifications, the CITY/DISTRICT finds that CONSULTANT has demonstrated the requisite qualifications, experience, training, and expertise to perform the requested services.

TERMS AND CONDITIONS

Where in conflict, the terms of this Agreement supersede and prevail over any terms set forth in Exhibit B and in each Task Order. 180
2 1. Term; Termination.
(a) The term of this Agreement shall commence upon the date hereinabove written and shall expire upon completion of performance of services hereunder by CONSULTANT. Initial contract period shall be from July 18, 2022 to July 17, 2025. The contract may be renewed subsequently in one-year increments as follows: The second contract period will be from July 18, 2025 to July 17 2026. The third contract period will be from July 18, 2026 to July 17 2027. Renewal shall be by mutual consent of CONSULTANT AND CITY/DISTRICT as approved by the City Council/District Board. CONSULTANT shall not commence Services or work until a Notice to Proceed is issued by CITY/DISTRICT. (b) Notwithstanding the provisions of (a) above, CITY/DISTRICT may with or without cause, direct CONSULTANT to suspend, delay or interrupt Services, in whole or in part, for such periods of time as CITY/DISTRICT may determine in its sole discretion.

CONSULTANT shall continue its work throughout the course of any dispute, and CONSULTANT’s failure to continue work during a dispute shall be a material breach of this Agreement.

2. Compensation; Expenses; Payment. CITY/DISTRICT 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 shall be performed are set forth in CONSULTANT’s fee schedule marked Exhibit “C” hereof, attached hereto and by this reference incorporated herein.
181
3 Notwithstanding the foregoing, the combined total of compensation and reimbursement of costs payable hereunder shall not exceed the total amount identified in all Task Orders issued by the City/District against this agreement. The Consultant shall only be paid for services performed under this Agreement to the extent authorized by written Task Order. No overhead or other expenses can be recovered for interim periods when the Consultant’s services are not utilized by the City/District. Invoices for amounts in excess of each Task Order 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 CITY’s Manager (for contracts less than $50,000) or CITY Board (for contracts $50,000 or more) evidenced by motion duly made and carried and a written contract amendment having been executed.

CITY/DISTRICT will not withhold any Federal or State income taxes or Social Security tax from any payments made by CITY/DISTRICT to CONSULTANT under the terms and conditions of this Agreement.

Payment of all taxes and other assessments on such sums is the sole responsibility of CONSULTANT. CITY/DISTRICT has no responsibility or liability for payment of CONSULTANT’s taxes or assessments. 182
4 CONSULTANT shall pay prevailing wages to its employees on any agreement in excess of $1,000.00. Copies of the general prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Agreement, as determined by the Director of the State of California Department of Industrial Relations, are on file at the County’s Capital Projects Office and may be obtained from the California Department of Industrial Relations website
[http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm].

5. Records and Audit. CONSULTANT shall keep and maintain accurate records of all time expended and costs and expenses incurred relating to services to be performed by CONSULTANT hereunder. Said records shall 183
5 be available to CITY/DISTRICT for review and copying during regular business hours at CONSULTANT’s place of business or as otherwise agreed upon by the parties.

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

CONSULTANT represents that it possesses all necessary training, licenses, certificates, and permits required by the federal, state, CITY/DISTRICT or municipal governments to perform the Services. Such licenses, certificates and permits must be valid at the time CONSULTANT enters into this Agreement and must be maintained during the term of this Agreement in full force and effect. Licenses, certificates and permits may include but are not limited to driver’s licenses, professional licenses or certificates and business licenses. Such licenses, certificates and permits 184
6 will be procured and maintained in force by CONSULTANT at no expense to CITY/DISTRICT.

CITY/DISTRICT shall also include a provision in the construction contract with the general contractor on the Project requiring the general contractor to name CONSULTANT as an additional insured on its Comprehensive General Liability insurance coverage. If CONSULTANT has the opportunity to review the construction contract prior to bidding, CITY/DISTRICT shall have no responsibility for the inadvertent omission of such provisions.
(d) CONSULTANT shall place in its agreements with Subconsultants and cause its Subconsultants to agree to the indemnification and insurance provisions in this Agreement in favor of CITY/DISTRICT and the Indemnitees in the exact form and substance as those contained in this Agreement.
186
8 (e) CITY/DISTRICT acknowledges that the discovery, presence, handling or removal of asbestos products, polychlorinated biphenyl (PCB) or other hazardous substances which may presently exist at the any Project site is outside of CONSULTANT’s responsibilities and is not included in the scope of Services CONSULTANT is to perform nor included in CONSULTANT’s insurance. CITY/DISTRICT shall hire hazardous materials consultant if the Project requires the testing or remediation of hazardous substances. CONSULTANT shall not be responsible or be involved in any way with the discovery, presence, handling or removal of such materials. CONSULTANT shall, however, be responsible for the coordination of CONSULTANT’s services and work with the work of CITY/DISTRICT’s hazardous materials consultants. (f) Duty to Cooperate. CONSULTANT shall notify CITY/DISTRICT immediately in writing of any claim or damage related to activities or services performed under this Agreement. CONSULTANT shall cooperate with CITY/DISTRICT in the investigation and disposition of all Liabilities arising out of the activities or services under this Agreement.

In the event CONSULTANT fails to obtain or maintain completed operations coverage as required by this Agreement, the CITY/DISTRICT at its sole discretion may purchase the coverage required and the cost will be paid by CONSULTANT.
187
9 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.

15. Notice. All notices required by this Agreement shall be given to the CITY/DISTRICT 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: Laura Galli
CONSULTANT: Apex Testing Laboratories, Inc.
1790 Yosemite Avenue
San Francisco, CA 94124
Attention: Abdelkader Khelifa
[email protected]

CONSULTANT shall not assign or subcontract this Agreement without CITY/DISTRICT’s express written consent. Further, CONSULTANT shall 188
10 not assign any monies due or to become due under this Agreement without CITY/DISTRICT’s prior written consent.

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.

22. Liability of CITY/DISTRICT. Except as provided in Exhibit B, Services to be Provided by CONSULTANT and Exhibit D, Insurance,
CITY/DISTRICT's obligations under this Agreement shall be limited to the payment of the compensation provided for in Paragraphs 1, 3, and 4 of this Agreement,
Notwithstanding any other provision of this Agreement, in no event shall CITY/DISTRICT be liable, regardless of whether any claim is based on contract, tort or otherwise, for any special, consequential, indirect or 189
11 incidental damages, lost profits or revenue, arising out of or in connection with this Agreement, the Services, or the Project.

These conflict of interest, confidentiality and future service provisions and limitations shall remain fully effective indefinitely after termination of services and work to CITY/DISTRICT hereunder.

25. Entire Agreement. This Agreement, including Exhibits A, B, C, D and E, comprises the entire Agreement.
190
12 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/ESTERO MUNICIPAL

IMPROVEMENT DISTRICT
Dated: _________________________________ Richa Awasthi, Mayor/President
ATTEST:

Dated: ________________________________ Priscilla Schaus, City Clerk/District Secretary

APPROVED AS TO FORM
Dated:

Benjamin Stock,
City Attorney/District Legal Counsel

CONSULTANT
Dated:

Abdelkader Khelifa, President
191
13 EXHIBIT A

SAMPLE TASK ORDER
TASK ORDER NO. [INSERT TASK No.]

RECITAL
A. City and Consultant entered into an agreement entitled Master Materials Testing Services Agreement ("Agreement"), by which the Consultant agreed to perform ___________________________________________________________ services in accordance with Task Orders issued by the City.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. INCORPORATION BY REFERENCE. This Task Order hereby incorporates by reference all items and conditions set forth in the Agreement.

IN WITNESS WHEREOF, the City and Consultant do hereby agree to the full performance of the terms set forth herein.

City of Foster City Consultant
_____________________________ _________________________ By:___________________________ By: Abdelkader Khelifa
Title: City Manager if < $50,000 Title: President
Mayor/President if > $50,000
Date: _________________________ Date: _____________________ Tax ID No.: ______________
192
14 EXHIBIT B

SERVICES TO BE PROVIDED, PAYMENTS, PROJECTS, AND SCHEDULE,

ON-CALL MATERIALS TESTING SERVICES
[EITHER COMPLETE EXHIBIT A OR ATTACH A PROPOSAL/SCOPE OF WORK THAT CONTAINS ALL THE INFORMATION BELOW AND DELETE THE TEXT BELOW FOR EACH TASK ORDER]

SERVICES TO BE PROVIDED
This is an Exhibit attached to and made a part of and incorporated by reference to the Agreement dated July 18, 2022, by and between Associated Right of Way Services, Inc., hereinafter referred to as "CONSULTANT" and the City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "CITY/DISTRICT" providing for professional services.

1.Description of the Project:

1.1 DESCRIPTION: Description of Project

2.Basic Services:

The CITY/DISTRICT has developed a general scope of work as described below.

PAYMENTS

1. The maximum payment to CONSULTANT under this Agreement for the Project shall be:

Maximum Payment Amount

2. METHODS OF PAYMENT FOR CONSULTANT’S SERVICES AND EXPENSES:

List Methods of Payment

3. TIMES OF PAYMENTS.

List Times of Payments

PROJECTS AND SCHEDULE
List Project Schedule (IF APPLICABLE)

END OF EXHIBIT B
193
15 EXHIBIT C

FEE SCHEDULE
194
16 195
17 196
18 197
19 198
20 199
21 200
22 EXHIBIT D

This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated July 18, 2022, by and between Apex Testing Laboratories, Inc., hereinafter referred to as "Consultant”, and City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "City/District", providing for professional services.

1.1 Insurance Requirements
Commercial General Liability Insurance
Commercial General Liability Insurance including, but not limited to, Contractual Liability Insurance (specifically concerning the indemnity provisions of this Agreement with the City/District), Products-Completed Operations Hazard, liability for slander, false arrest 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 Consultant's performance of services under this Agreement. The Commercial General Liability insurance shall contain no exclusions or limitation for independent contractors working on the behalf of the named insured. Consultant shall maintain the Products- Completed Operations Hazard coverage for the longest period allowed by law following termination of this Agreement. The amount of said insurance coverage required by this Agreement shall be the policy limits, which shall be at least five million dollars ($5,000,000) each occurrence and five million dollars ($5,000,000) aggregate. *Please note, the City/District will require a separate additional insured endorsement for the Commercial General Liability policy, listing the “City of Foster City/Estero Municipal Improvement District, its Council/Board members, officials, agents, officers, volunteers and employees”.
201
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☒ Business Automobile Liability Insurance
Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering any vehicle and/or all owned, leased, hired and non- owned vehicles used in the performance of Services pursuant to this Agreement with coverage equal to the policy limits, which shall be at least two million dollars ($2,000,000) each occurrence.
☒ Workers' Compensation Insurance
Consultant shall submit written proof that Consultant is insured against liability for workers' compensation in accordance with the provisions of section 3700 of the California Labor Code.

3.Insurance terms and conditions:

3.1 Cancellation of Insurance
The above stated insurance coverages required to be maintained by consultant shall be maintained until the completion of all of Consultant's obligations under this Agreement except as 202
24 Updated 4/20/2021
otherwise indicated herein. Each insurance policy supplied by consultant shall not be suspended, voided, cancelled or reduced in coverage or in limits except after ten (10) days written notice by Consultant in the 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.

ATTACHED

1. Insurance Coverage Form
204
26 Updated 4/20/2021

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:

Other:

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

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.

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

SIGNATURE OF AUTHORIZED REPRESENTATIVE (original signature required) ORGANIZATION: TITLE:

ADDRESS:
205
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TELEPHONE: ( ) DATE ISSUED:

END OF EXHIBIT D
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EXHIBIT E
COVID-19 AMENDMENT/ATTACHMENT
(Consulting Agreement Form)
This COVID-19 Amendment/Attachment amends the Agreement between the City of Foster City/Estero Municipal Improvement District hereinafter called "CITY/DISTRICT” and Apex Testing Laboratories, Inc. (“Consultant”) dated July 18, 2022.

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

3. Compliance with COVID-19 Proclamations.

B. Consultant is responsible to ensure that its subconsultants and suppliers comply with COVID- 19 Proclamations at all times in connection with the performance of their Services.

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

5. City/District Directed Suspension. The City/District may suspend Services due to COVID-19 health concerns, even though the Consultant may be allowed to proceed with the Services based on COVID-19 Proclamations. The City/District may suspend the Services for its convenience. The 207
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Consultant is entitled to a time extension for a City/District Directed Suspension, and the contract amount will be equitably adjusted if and to the extent Consultant incurs increased costs that are Unknown COVID-19 Costs.

In the event of an outbreak or an exposure to COVID-19, the City/District 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/District and Consultant have executed this Covid-19 Amendment as of the date set forth above.

CONSULTANT: CITY/DISTRICT:
________________________ ____________________________
Signature Signature
________________________ ______________________________ Abdelkader Khelifa, President Richa Awasthi, Mayor/President

END OF EXHIBIT E
208
1 MASTER MATERIALS TESTING SERVICES AGREEMENT
FOR

ON-CALL MATERIALS TESTING SERVICES
This Agreement is made and entered into as of the 18 th day of July, 2022 by and between the City of Foster City/Estero Municipal Improvement District hereinafter called "CITY/DISTRICT" and Construction Testing Services, Inc. hereinafter called "CONSULTANT".

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

WHEREAS, CITY/DISTRICT desires to retain CONSULTANT to provide materials testing and related services;
WHEREAS, It is anticipated that, as a need arises for CONSULTANT to provide services, CITY/DISTRICT will issue Task Orders to CONSULTANT (in a form substantially similar to that set forth in Exhibit “A,” attached hereto and incorporated by reference which more particularly describes the scope of services to be performed); WHEREAS, In reliance upon CONSULTANT's documentation of its qualifications, the CITY/DISTRICT finds that CONSULTANT has demonstrated the requisite qualifications, experience, training, and expertise to perform the requested services.

TERMS AND CONDITIONS

Where in conflict, the terms of this Agreement supersede and prevail over any terms set forth in Exhibit B and in each Task Order. 209
2 1. Term; Termination.
(a) The term of this Agreement shall commence upon the date hereinabove written and shall expire upon completion of performance of services hereunder by CONSULTANT. Initial contract period shall be from July 18, 2022 to July 17, 2025. The contract may be renewed subsequently in one-year increments as follows: The second contract period will be from July 18, 2025 to July 17 2026. The third contract period will be from July 18, 2026 to July 17 2027. Renewal shall be by mutual consent of CONSULTANT AND CITY/DISTRICT as approved by the City Council/District Board. CONSULTANT shall not commence Services or work until a Notice to Proceed is issued by CITY/DISTRICT. (b) Notwithstanding the provisions of (a) above, CITY/DISTRICT may with or without cause, direct CONSULTANT to suspend, delay or interrupt Services, in whole or in part, for such periods of time as CITY/DISTRICT may determine in its sole discretion.

CONSULTANT shall continue its work throughout the course of any dispute, and CONSULTANT’s failure to continue work during a dispute shall be a material breach of this Agreement.

2. Compensation; Expenses; Payment. CITY/DISTRICT 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 shall be performed are set forth in CONSULTANT’s fee schedule marked Exhibit “C” hereof, attached hereto and by this reference incorporated herein.
210
3 Notwithstanding the foregoing, the combined total of compensation and reimbursement of costs payable hereunder shall not exceed the total amount identified in all Task Orders issued by the City/District against this agreement. The Consultant shall only be paid for services performed under this Agreement to the extent authorized by written Task Order. No overhead or other expenses can be recovered for interim periods when the Consultant’s services are not utilized by the City/District. Invoices for amounts in excess of each Task Order 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 CITY’s Manager (for contracts less than $50,000) or CITY Board (for contracts $50,000 or more) evidenced by motion duly made and carried and a written contract amendment having been executed.

CITY/DISTRICT will not withhold any Federal or State income taxes or Social Security tax from any payments made by CITY/DISTRICT to CONSULTANT under the terms and conditions of this Agreement.

Payment of all taxes and other assessments on such sums is the sole responsibility of CONSULTANT. CITY/DISTRICT has no responsibility or liability for payment of CONSULTANT’s taxes or assessments. 211
4 CONSULTANT shall pay prevailing wages to its employees on any agreement in excess of $1,000.00. Copies of the general prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Agreement, as determined by the Director of the State of California Department of Industrial Relations, are on file at the County’s Capital Projects Office and may be obtained from the California Department of Industrial Relations website
[http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm].

5. Records and Audit. CONSULTANT shall keep and maintain accurate records of all time expended and costs and expenses incurred relating to services to be performed by CONSULTANT hereunder. Said records shall 212
5 be available to CITY/DISTRICT for review and copying during regular business hours at CONSULTANT’s place of business or as otherwise agreed upon by the parties.

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

CONSULTANT represents that it possesses all necessary training, licenses, certificates, and permits required by the federal, state, CITY/DISTRICT or municipal governments to perform the Services. Such licenses, certificates and permits must be valid at the time CONSULTANT enters into this Agreement and must be maintained during the term of this Agreement in full force and effect. Licenses, certificates and permits may include but are not limited to driver’s licenses, professional licenses or certificates and business licenses. Such licenses, certificates and permits 213
6 will be procured and maintained in force by CONSULTANT at no expense to CITY/DISTRICT.

CITY/DISTRICT shall also include a provision in the construction contract with the general contractor on the Project requiring the general contractor to name CONSULTANT as an additional insured on its Comprehensive General Liability insurance coverage. If CONSULTANT has the opportunity to review the construction contract prior to bidding, CITY/DISTRICT shall have no responsibility for the inadvertent omission of such provisions.
(d) CONSULTANT shall place in its agreements with Subconsultants and cause its Subconsultants to agree to the indemnification and insurance provisions in this Agreement in favor of CITY/DISTRICT and the Indemnitees in the exact form and substance as those contained in this Agreement.
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8 (e) CITY/DISTRICT acknowledges that the discovery, presence, handling or removal of asbestos products, polychlorinated biphenyl (PCB) or other hazardous substances which may presently exist at the any Project site is outside of CONSULTANT’s responsibilities and is not included in the scope of Services CONSULTANT is to perform nor included in CONSULTANT’s insurance. CITY/DISTRICT shall hire hazardous materials consultant if the Project requires the testing or remediation of hazardous substances. CONSULTANT shall not be responsible or be involved in any way with the discovery, presence, handling or removal of such materials. CONSULTANT shall, however, be responsible for the coordination of CONSULTANT’s services and work with the work of CITY/DISTRICT’s hazardous materials consultants. (f) Duty to Cooperate. CONSULTANT shall notify CITY/DISTRICT immediately in writing of any claim or damage related to activities or services performed under this Agreement. CONSULTANT shall cooperate with CITY/DISTRICT in the investigation and disposition of all Liabilities arising out of the activities or services under this Agreement.

In the event CONSULTANT fails to obtain or maintain completed operations coverage as required by this Agreement, the CITY/DISTRICT at its sole discretion may purchase the coverage required and the cost will be paid by CONSULTANT.
216
9 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.

15. Notice. All notices required by this Agreement shall be given to the CITY/DISTRICT 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: Laura Galli
CONSULTANT: Construction Testing Services, Inc.
2118 Rheem Drive
Pleasanton, CA 94588
Attention: John Eudy
[email protected]

CONSULTANT shall not assign or subcontract this Agreement without CITY/DISTRICT’s express written consent. Further, CONSULTANT shall 217
10 not assign any monies due or to become due under this Agreement without CITY/DISTRICT’s prior written consent.

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.

22. Liability of CITY/DISTRICT. Except as provided in Exhibit B, Services to be Provided by CONSULTANT and Exhibit D, Insurance,
CITY/DISTRICT's obligations under this Agreement shall be limited to the payment of the compensation provided for in Paragraphs 1, 3, and 4 of this Agreement,
Notwithstanding any other provision of this Agreement, in no event shall CITY/DISTRICT be liable, regardless of whether any claim is based on contract, tort or otherwise, for any special, consequential, indirect or 218
11 incidental damages, lost profits or revenue, arising out of or in connection with this Agreement, the Services, or the Project.

These conflict of interest, confidentiality and future service provisions and limitations shall remain fully effective indefinitely after termination of services and work to CITY/DISTRICT hereunder.

25. Entire Agreement. This Agreement, including Exhibits A, B, C, D and E, comprises the entire Agreement.
219
12 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/ESTERO MUNICIPAL

IMPROVEMENT DISTRICT
Dated: _________________________________ Richa Awasthi, Mayor/President
ATTEST:

Dated: ________________________________ Priscilla Schaus, City Clerk/District Secretary

APPROVED AS TO FORM
Dated:

Benjamin Stock,
City Attorney/District Legal Counsel

CONSULTANT
Dated:

Patrick Greenan, President/Principal in Charge
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13 EXHIBIT A

SAMPLE TASK ORDER
TASK ORDER NO. [INSERT TASK No.]

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. INCORPORATION BY REFERENCE. This Task Order hereby incorporates by reference all items and conditions set forth in the Agreement.

IN WITNESS WHEREOF, the City and Consultant do hereby agree to the full performance of the terms set forth herein.

City of Foster City Consultant
_____________________________ _________________________ By:___________________________ By: Patrick Greenan
Title: City Manager if < $50,000 Title: President/Principal in Charge Mayor/President if > $50,000
Date: _________________________ Date: _____________________ Tax ID No.: ______________
221
14 EXHIBIT B

SERVICES TO BE PROVIDED, PAYMENTS, PROJECTS, AND SCHEDULE,

ON-CALL MATERIALS TESTING SERVICES
[EITHER COMPLETE EXHIBIT A OR ATTACH A PROPOSAL/SCOPE OF WORK THAT CONTAINS ALL THE INFORMATION BELOW AND DELETE THE TEXT BELOW FOR EACH TASK ORDER]

SERVICES TO BE PROVIDED
This is an Exhibit attached to and made a part of and incorporated by reference to the Agreement dated July 18, 2022, by and between Construction Testing Services, Inc. hereinafter referred to as "CONSULTANT" and the City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "CITY/DISTRICT" providing for professional services.

1.Description of the Project:

1.1 DESCRIPTION: Description of Project

2.Basic Services:

The CITY/DISTRICT has developed a general scope of work as described below.

PAYMENTS

1. The maximum payment to CONSULTANT under this Agreement for the Project shall be:

Maximum Payment Amount

2. METHODS OF PAYMENT FOR CONSULTANT’S SERVICES AND EXPENSES:

List Methods of Payment

3. TIMES OF PAYMENTS.

List Times of Payments

PROJECTS AND SCHEDULE
List Project Schedule (IF APPLICABLE)

END OF EXHIBIT B
222
15 EXHIBIT C

FEE SCHEDULE
223
16 224
17 225
18 226
19 227
20 EXHIBIT D

This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated July 18, 2022, by and between Construction Testing Services, Inc. hereinafter referred to as "Consultant”, and City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "City/District", providing for professional services.

1.1 Insurance Requirements
Commercial General Liability Insurance
Commercial General Liability Insurance including, but not limited to, Contractual Liability Insurance (specifically concerning the indemnity provisions of this Agreement with the City/District), Products-Completed Operations Hazard, liability for slander, false arrest 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 Consultant's performance of services under this Agreement. The Commercial General Liability insurance shall contain no exclusions or limitation for independent contractors working on the behalf of the named insured. Consultant shall maintain the Products- Completed Operations Hazard coverage for the longest period allowed by law following termination of this Agreement. The amount of said insurance coverage required by this Agreement shall be the policy limits, which shall be at least five million dollars ($5,000,000) each occurrence and five million dollars ($5,000,000) aggregate. *Please note, the City/District will require a separate additional insured endorsement for the Commercial General Liability policy, listing the “City of Foster City/Estero Municipal Improvement District, its Council/Board members, officials, agents, officers, volunteers and employees”.
228
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☒ Business Automobile Liability Insurance
Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering any vehicle and/or all owned, leased, hired and non- owned vehicles used in the performance of Services pursuant to this Agreement with coverage equal to the policy limits, which shall be at least two million dollars ($2,000,000) each occurrence.
☒ Workers' Compensation Insurance
Consultant shall submit written proof that Consultant is insured against liability for workers' compensation in accordance with the provisions of section 3700 of the California Labor Code.

3.Insurance terms and conditions:

3.1 Cancellation of Insurance
The above stated insurance coverages required to be maintained by consultant shall be maintained until the completion of all of Consultant's obligations under this Agreement except as 229
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otherwise indicated herein. Each insurance policy supplied by consultant shall not be suspended, voided, cancelled or reduced in coverage or in limits except after ten (10) days written notice by Consultant in the 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.

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:

Other:

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

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.

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

SIGNATURE OF AUTHORIZED REPRESENTATIVE (original signature required) ORGANIZATION: TITLE:

ADDRESS:
232
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TELEPHONE: ( ) DATE ISSUED:

END OF EXHIBIT D
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EXHIBIT E
COVID-19 AMENDMENT/ATTACHMENT
(Consulting Agreement Form)
This COVID-19 Amendment/Attachment amends the Agreement between the City of Foster City/Estero Municipal Improvement District hereinafter called "CITY/DISTRICT” and Construction Testing Services, Inc. (“Consultant”) dated July 18, 2022.

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

3. Compliance with COVID-19 Proclamations.

B. Consultant is responsible to ensure that its subconsultants and suppliers comply with COVID- 19 Proclamations at all times in connection with the performance of their Services.

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

5. City/District Directed Suspension. The City/District may suspend Services due to COVID-19 health concerns, even though the Consultant may be allowed to proceed with the Services based on COVID-19 Proclamations. The City/District may suspend the Services for its convenience. The 234
27 Updated 4/20/2021
Consultant is entitled to a time extension for a City/District Directed Suspension, and the contract amount will be equitably adjusted if and to the extent Consultant incurs increased costs that are Unknown COVID-19 Costs.

In the event of an outbreak or an exposure to COVID-19, the City/District 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/District and Consultant have executed this Covid-19 Amendment as of the date set forth above.

CONSULTANT: CITY/DISTRICT:
________________________ ____________________________
Signature Signature
________________________ ______________________________ Patrick Greenan, Richa Awasthi, Mayor/President
President/Principal in Charge

END OF EXHIBIT E
235
1 MASTER LAND SURVEYING AND ENGINEERING SERVICES AGREEMENT FOR

PROFESSIONAL ON-CALL LAND SURVEYING, MAPPING, AND RIGHT OF WAY

ENGINEERING SERVICES
This Agreement is made and entered into as of the 18 th day of July, 2022 by and between the City of Foster City/Estero Municipal Improvement District hereinafter called "CITY/DISTRICT" and Bellecci & Associates, Inc. hereinafter called "CONSULTANT".

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

WHEREAS, CITY/DISTRICT desires to retain CONSULTANT to provide professional land surveying, mapping, and right of way engineering services and related services; WHEREAS, It is anticipated that, as a need arises for CONSULTANT to provide services, CITY/DISTRICT will issue Task Orders to CONSULTANT (in a form substantially similar to that set forth in Exhibit “A,” attached hereto and incorporated by reference which more particularly describes the scope of services to be performed); WHEREAS, In reliance upon CONSULTANT's documentation of its qualifications, the CITY/DISTRICT finds that CONSULTANT has demonstrated the requisite qualifications, experience, training, and expertise to perform the requested services.

TERMS AND CONDITIONS

Where in conflict, the terms of this Agreement supersede and prevail over any terms set forth in Exhibit B and in each Task Order. 236
2 1. Term; Termination.
(a) The term of this Agreement shall commence upon the date hereinabove written and shall expire upon completion of performance of services hereunder by CONSULTANT. Initial contract period shall be from July 18, 2022 to July 17, 2025. The contract may be renewed subsequently in one-year increments as follows: The second contract period will be from July 18, 2025 to July 17 2026. The third contract period will be from July 18, 2026 to July 17 2027. Renewal shall be by mutual consent of CONSULTANT AND CITY/DISTRICT as approved by the City Council/District Board. CONSULTANT shall not commence Services or work until a Notice to Proceed is issued by CITY/DISTRICT. (b) Notwithstanding the provisions of (a) above, CITY/DISTRICT may with or without cause, direct CONSULTANT to suspend, delay or interrupt Services, in whole or in part, for such periods of time as CITY/DISTRICT may determine in its sole discretion.

CONSULTANT shall continue its work throughout the course of any dispute, and CONSULTANT’s failure to continue work during a dispute shall be a material breach of this Agreement.

2. Compensation; Expenses; Payment. CITY/DISTRICT 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 shall be performed are set forth in CONSULTANT’s fee schedule marked Exhibit “C” hereof, attached hereto and by this reference incorporated herein.
237
3 Notwithstanding the foregoing, the combined total of compensation and reimbursement of costs payable hereunder shall not exceed the total amount identified in all Task Orders issued by the City/District against this agreement. The Consultant shall only be paid for services performed under this Agreement to the extent authorized by written Task Order. No overhead or other expenses can be recovered for interim periods when the Consultant’s services are not utilized by the City/District. Invoices for amounts in excess of each Task Order 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 CITY’s Manager (for contracts less than $50,000) or CITY Board (for contracts $50,000 or more) evidenced by motion duly made and carried and a written contract amendment having been executed.

CITY/DISTRICT will not withhold any Federal or State income taxes or Social Security tax from any payments made by CITY/DISTRICT to CONSULTANT under the terms and conditions of this Agreement.

Payment of all taxes and other assessments on such sums is the sole responsibility of CONSULTANT. CITY/DISTRICT has no responsibility or liability for payment of CONSULTANT’s taxes or assessments. 238
4 CONSULTANT shall pay prevailing wages to its employees on any agreement in excess of $1,000.00. Copies of the general prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Agreement, as determined by the Director of the State of California Department of Industrial Relations, are on file at the County’s Capital Projects Office and may be obtained from the California Department of Industrial Relations website
[http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm].

5. Records and Audit. CONSULTANT shall keep and maintain accurate records of all time expended and costs and expenses incurred relating to services to be performed by CONSULTANT hereunder. Said records shall 239
5 be available to CITY/DISTRICT for review and copying during regular business hours at CONSULTANT’s place of business or as otherwise agreed upon by the parties.

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

CONSULTANT represents that it possesses all necessary training, licenses, certificates, and permits required by the federal, state, CITY/DISTRICT or municipal governments to perform the Services. Such licenses, certificates and permits must be valid at the time CONSULTANT enters into this Agreement and must be maintained during the term of this Agreement in full force and effect. Licenses, certificates and permits may include but are not limited to driver’s licenses, professional licenses or certificates and business licenses. Such licenses, certificates and permits 240
6 will be procured and maintained in force by CONSULTANT at no expense to CITY/DISTRICT.

CITY/DISTRICT shall also include a provision in the construction contract with the general contractor on the Project requiring the general contractor to name CONSULTANT as an additional insured on its Comprehensive General Liability insurance coverage. If CONSULTANT has the opportunity to review the construction contract prior to bidding, CITY/DISTRICT shall have no responsibility for the inadvertent omission of such provisions.
(d) CONSULTANT shall place in its agreements with Subconsultants and cause its Subconsultants to agree to the indemnification and insurance provisions in this Agreement in favor of CITY/DISTRICT and the Indemnitees in the exact form and substance as those contained in this Agreement.
242
8 (e) CITY/DISTRICT acknowledges that the discovery, presence, handling or removal of asbestos products, polychlorinated biphenyl (PCB) or other hazardous substances which may presently exist at the any Project site is outside of CONSULTANT’s responsibilities and is not included in the scope of Services CONSULTANT is to perform nor included in CONSULTANT’s insurance. CITY/DISTRICT shall hire hazardous materials consultant if the Project requires the testing or remediation of hazardous substances. CONSULTANT shall not be responsible or be involved in any way with the discovery, presence, handling or removal of such materials. CONSULTANT shall, however, be responsible for the coordination of CONSULTANT’s services and work with the work of CITY/DISTRICT’s hazardous materials consultants. (f) Duty to Cooperate. CONSULTANT shall notify CITY/DISTRICT immediately in writing of any claim or damage related to activities or services performed under this Agreement. CONSULTANT shall cooperate with CITY/DISTRICT in the investigation and disposition of all Liabilities arising out of the activities or services under this Agreement.

In the event CONSULTANT fails to obtain or maintain completed operations coverage as required by this Agreement, the CITY/DISTRICT at its sole discretion may purchase the coverage required and the cost will be paid by CONSULTANT.
243
9 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.

15. Notice. All notices required by this Agreement shall be given to the CITY/DISTRICT 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: Laura Galli
CONSULTANT: Bellecci & Associates, Inc.
2290 Diamond Blvd., Suite 100
Concord, CA 94520
Attention: Frank Bellecci
[email protected]

CONSULTANT shall not assign or subcontract this Agreement without CITY/DISTRICT’s express written consent. Further, CONSULTANT shall 244
10 not assign any monies due or to become due under this Agreement without CITY/DISTRICT’s prior written consent.

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.

22. Liability of CITY/DISTRICT. Except as provided in Exhibit B, Services to be Provided by CONSULTANT and Exhibit D, Insurance,
CITY/DISTRICT's obligations under this Agreement shall be limited to the payment of the compensation provided for in Paragraphs 1, 3, and 4 of this Agreement,
Notwithstanding any other provision of this Agreement, in no event shall CITY/DISTRICT be liable, regardless of whether any claim is based on contract, tort or otherwise, for any special, consequential, indirect or 245
11 incidental damages, lost profits or revenue, arising out of or in connection with this Agreement, the Services, or the Project.

These conflict of interest, confidentiality and future service provisions and limitations shall remain fully effective indefinitely after termination of services and work to CITY/DISTRICT hereunder.

25. Entire Agreement. This Agreement, including Exhibits A, B, C, D and E, comprises the entire Agreement.
246
12 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/ESTERO MUNICIPAL

IMPROVEMENT DISTRICT
Dated: _________________________________ Richa Awasthi, Mayor/President
ATTEST:

Dated: ________________________________ Priscilla Schaus, City Clerk/District Secretary

APPROVED AS TO FORM
Dated:

Benjamin Stock,
City Attorney/District Legal Counsel

CONSULTANT
Dated:

Frank Bellecci, Principal
247
13 EXHIBIT A

SAMPLE TASK ORDER
TASK ORDER NO. [INSERT TASK No.]

RECITAL
A. City and Consultant entered into an agreement entitled Master Land Surveying and Engineering Services Agreement ("Agreement"), by which the Consultant agreed to perform ___________________________________________________________ services in accordance with Task Orders issued by the City.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. INCORPORATION BY REFERENCE. This Task Order hereby incorporates by reference all items and conditions set forth in the Agreement.

IN WITNESS WHEREOF, the City and Consultant do hereby agree to the full performance of the terms set forth herein.

City of Foster City Consultant
_____________________________ _________________________ By:___________________________ By: Frank Bellecci
Title: City Manager if < $50,000 Title: Principal
Mayor/President if > $50,000
Date: _________________________ Date: _____________________ Tax ID No.: ______________
248
14 EXHIBIT B

SERVICES TO BE PROVIDED, PAYMENTS, PROJECTS, AND SCHEDULE,

PROFESSIONAL ON-CALL LAND SURVEYING, MAPPING, AND RIGHT OF WAY

ENGINEERING SERVICES
[EITHER COMPLETE EXHIBIT A OR ATTACH A PROPOSAL/SCOPE OF WORK THAT CONTAINS ALL THE INFORMATION BELOW AND DELETE THE TEXT BELOW FOR EACH TASK ORDER]

SERVICES TO BE PROVIDED
This is an Exhibit attached to and made a part of and incorporated by reference to the Agreement dated July 18, 2022, by and between Belleci & Associates, hereinafter referred to as "CONSULTANT" and the City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "CITY/DISTRICT" providing for professional services.

1.Description of the Project:

1.1 DESCRIPTION: Description of Project

2.Basic Services:

The CITY/DISTRICT has developed a general scope of work as described below.

PAYMENTS

1. The maximum payment to CONSULTANT under this Agreement for the Project shall be:

Maximum Payment Amount

2. METHODS OF PAYMENT FOR CONSULTANT’S SERVICES AND EXPENSES:

List Methods of Payment

3. TIMES OF PAYMENTS.

List Times of Payments

PROJECTS AND SCHEDULE
List Project Schedule (IF APPLICABLE)

END OF EXHIBIT B
249
15 EXHIBIT C

FEE SCHEDULE
250
16 EXHIBIT D

This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated July 18, 2022, by and between Bellecci & Associates, hereinafter referred to as "Consultant”, and City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "City/District", providing for professional services.

1.1 Insurance Requirements
Commercial General Liability Insurance
Commercial General Liability Insurance including, but not limited to, Contractual Liability Insurance (specifically concerning the indemnity provisions of this Agreement with the City/District), Products-Completed Operations Hazard, liability for slander, false arrest 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 Consultant's performance of services under this Agreement. The Commercial General Liability insurance shall contain no exclusions or limitation for independent contractors working on the behalf of the named insured. Consultant shall maintain the Products- Completed Operations Hazard coverage for the longest period allowed by law following termination of this Agreement. The amount of said insurance coverage required by this Agreement shall be the policy limits, which shall be at least five million dollars ($5,000,000) each occurrence and five million dollars ($5,000,000) aggregate. *Please note, the City/District will require a separate additional insured endorsement for the Commercial General Liability policy, listing the “City of Foster City/Estero Municipal Improvement District, its Council/Board members, officials, agents, officers, volunteers and employees”.
251
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☒ Business Automobile Liability Insurance
Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering any vehicle and/or all owned, leased, hired and non- owned vehicles used in the performance of Services pursuant to this Agreement with coverage equal to the policy limits, which shall be at least two million dollars ($2,000,000) each occurrence.
☒ Workers' Compensation Insurance
Consultant shall submit written proof that Consultant is insured against liability for workers' compensation in accordance with the provisions of section 3700 of the California Labor Code.

3.Insurance terms and conditions:

3.1 Cancellation of Insurance
The above stated insurance coverages required to be maintained by consultant shall be maintained until the completion of all of Consultant's obligations under this Agreement except as 252
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otherwise indicated herein. Each insurance policy supplied by consultant shall not be suspended, voided, cancelled or reduced in coverage or in limits except after ten (10) days written notice by Consultant in the 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.

ATTACHED

1. Insurance Coverage Form
254
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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:

Other:

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

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.

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

SIGNATURE OF AUTHORIZED REPRESENTATIVE (original signature required) ORGANIZATION: TITLE:

ADDRESS:
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TELEPHONE: ( ) DATE ISSUED:

END OF EXHIBIT D
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EXHIBIT E
COVID-19 AMENDMENT/ATTACHMENT
(Consulting Agreement Form)
This COVID-19 Amendment/Attachment amends the Agreement between the City of Foster City/Estero Municipal Improvement District hereinafter called "CITY/DISTRICT” and Bellecci & Associates (“Consultant”) dated July 18, 2022.

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

3. Compliance with COVID-19 Proclamations.

B. Consultant is responsible to ensure that its subconsultants and suppliers comply with COVID- 19 Proclamations at all times in connection with the performance of their Services.

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

5. City/District Directed Suspension. The City/District may suspend Services due to COVID-19 health concerns, even though the Consultant may be allowed to proceed with the Services based on COVID-19 Proclamations. The City/District may suspend the Services for its convenience. The 257
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Consultant is entitled to a time extension for a City/District Directed Suspension, and the contract amount will be equitably adjusted if and to the extent Consultant incurs increased costs that are Unknown COVID-19 Costs.

In the event of an outbreak or an exposure to COVID-19, the City/District 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/District and Consultant have executed this Covid-19 Amendment as of the date set forth above.

CONSULTANT: CITY/DISTRICT:
________________________ ____________________________
Signature Signature
________________________ ______________________________ Frank Bellecci, Principal Richa Awasthi, Mayor/President

END OF EXHIBIT E
258
1 MASTER LAND SURVEYING AND ENGINEERING SERVICES AGREEMENT FOR

PROFESSIONAL ON-CALL LAND SURVEYING, MAPPING, AND RIGHT OF WAY

ENGINEERING SERVICES
This Agreement is made and entered into as of the 18 th day of July, 2022 by and between the City of Foster City/Estero Municipal Improvement District hereinafter called "CITY/DISTRICT" and Ruggeri-Jensen-Azar hereinafter called "CONSULTANT".

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

TERMS AND CONDITIONS

Where in conflict, the terms of this Agreement supersede and prevail over any terms set forth in Exhibit B and in each Task Order. 259
2 1. Term; Termination.
(a) The term of this Agreement shall commence upon the date hereinabove written and shall expire upon completion of performance of services hereunder by CONSULTANT. Initial contract period shall be from July 18, 2022 to July 17, 2025. The contract may be renewed subsequently in one-year increments as follows: The second contract period will be from July 18, 2025 to July 17 2026. The third contract period will be from July 18, 2026 to July 17 2027. Renewal shall be by mutual consent of CONSULTANT AND CITY/DISTRICT as approved by the City Council/District Board. CONSULTANT shall not commence Services or work until a Notice to Proceed is issued by CITY/DISTRICT. (b) Notwithstanding the provisions of (a) above, CITY/DISTRICT may with or without cause, direct CONSULTANT to suspend, delay or interrupt Services, in whole or in part, for such periods of time as CITY/DISTRICT may determine in its sole discretion.

CONSULTANT shall continue its work throughout the course of any dispute, and CONSULTANT’s failure to continue work during a dispute shall be a material breach of this Agreement.

2. Compensation; Expenses; Payment. CITY/DISTRICT 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 shall be performed are set forth in CONSULTANT’s fee schedule marked Exhibit “C” hereof, attached hereto and by this reference incorporated herein.
260
3 Notwithstanding the foregoing, the combined total of compensation and reimbursement of costs payable hereunder shall not exceed the total amount identified in all Task Orders issued by the City/District against this agreement. The Consultant shall only be paid for services performed under this Agreement to the extent authorized by written Task Order. No overhead or other expenses can be recovered for interim periods when the Consultant’s services are not utilized by the City/District. Invoices for amounts in excess of each Task Order 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 CITY’s Manager (for contracts less than $50,000) or CITY Board (for contracts $50,000 or more) evidenced by motion duly made and carried and a written contract amendment having been executed.

CITY/DISTRICT will not withhold any Federal or State income taxes or Social Security tax from any payments made by CITY/DISTRICT to CONSULTANT under the terms and conditions of this Agreement.

Payment of all taxes and other assessments on such sums is the sole responsibility of CONSULTANT. CITY/DISTRICT has no responsibility or liability for payment of CONSULTANT’s taxes or assessments. 261
4 CONSULTANT shall pay prevailing wages to its employees on any agreement in excess of $1,000.00. Copies of the general prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Agreement, as determined by the Director of the State of California Department of Industrial Relations, are on file at the County’s Capital Projects Office and may be obtained from the California Department of Industrial Relations website
[http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm].

5. Records and Audit. CONSULTANT shall keep and maintain accurate records of all time expended and costs and expenses incurred relating to services to be performed by CONSULTANT hereunder. Said records shall 262
5 be available to CITY/DISTRICT for review and copying during regular business hours at CONSULTANT’s place of business or as otherwise agreed upon by the parties.

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

CONSULTANT represents that it possesses all necessary training, licenses, certificates, and permits required by the federal, state, CITY/DISTRICT or municipal governments to perform the Services. Such licenses, certificates and permits must be valid at the time CONSULTANT enters into this Agreement and must be maintained during the term of this Agreement in full force and effect. Licenses, certificates and permits may include but are not limited to driver’s licenses, professional licenses or certificates and business licenses. Such licenses, certificates and permits 263
6 will be procured and maintained in force by CONSULTANT at no expense to CITY/DISTRICT.

CITY/DISTRICT shall also include a provision in the construction contract with the general contractor on the Project requiring the general contractor to name CONSULTANT as an additional insured on its Comprehensive General Liability insurance coverage. If CONSULTANT has the opportunity to review the construction contract prior to bidding, CITY/DISTRICT shall have no responsibility for the inadvertent omission of such provisions.
(d) CONSULTANT shall place in its agreements with Subconsultants and cause its Subconsultants to agree to the indemnification and insurance provisions in this Agreement in favor of CITY/DISTRICT and the Indemnitees in the exact form and substance as those contained in this Agreement.
265
8 (e) CITY/DISTRICT acknowledges that the discovery, presence, handling or removal of asbestos products, polychlorinated biphenyl (PCB) or other hazardous substances which may presently exist at the any Project site is outside of CONSULTANT’s responsibilities and is not included in the scope of Services CONSULTANT is to perform nor included in CONSULTANT’s insurance. CITY/DISTRICT shall hire hazardous materials consultant if the Project requires the testing or remediation of hazardous substances. CONSULTANT shall not be responsible or be involved in any way with the discovery, presence, handling or removal of such materials. CONSULTANT shall, however, be responsible for the coordination of CONSULTANT’s services and work with the work of CITY/DISTRICT’s hazardous materials consultants. (f) Duty to Cooperate. CONSULTANT shall notify CITY/DISTRICT immediately in writing of any claim or damage related to activities or services performed under this Agreement. CONSULTANT shall cooperate with CITY/DISTRICT in the investigation and disposition of all Liabilities arising out of the activities or services under this Agreement.

In the event CONSULTANT fails to obtain or maintain completed operations coverage as required by this Agreement, the CITY/DISTRICT at its sole discretion may purchase the coverage required and the cost will be paid by CONSULTANT.
266
9 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.

15. Notice. All notices required by this Agreement shall be given to the CITY/DISTRICT 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: Laura Galli
CONSULTANT: Ruggeri-Jensen-Azar
4690 Chabot Drive, Suite 200
Pleasanton, CA 94588
Attention: Eddie Sieu
[email protected]

CONSULTANT shall not assign or subcontract this Agreement without CITY/DISTRICT’s express written consent. Further, CONSULTANT shall 267
10 not assign any monies due or to become due under this Agreement without CITY/DISTRICT’s prior written consent.

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.

22. Liability of CITY/DISTRICT. Except as provided in Exhibit B, Services to be Provided by CONSULTANT and Exhibit D, Insurance,
CITY/DISTRICT's obligations under this Agreement shall be limited to the payment of the compensation provided for in Paragraphs 1, 3, and 4 of this Agreement,
Notwithstanding any other provision of this Agreement, in no event shall CITY/DISTRICT be liable, regardless of whether any claim is based on contract, tort or otherwise, for any special, consequential, indirect or 268
11 incidental damages, lost profits or revenue, arising out of or in connection with this Agreement, the Services, or the Project.

These conflict of interest, confidentiality and future service provisions and limitations shall remain fully effective indefinitely after termination of services and work to CITY/DISTRICT hereunder.

25. Entire Agreement. This Agreement, including Exhibits A, B, C, D and E, comprises the entire Agreement.
269
12 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/ESTERO MUNICIPAL

IMPROVEMENT DISTRICT
Dated: _________________________________ Richa Awasthi, Mayor/President
ATTEST:

Dated: ________________________________ Priscilla Schaus, City Clerk/District Secretary

APPROVED AS TO FORM
Dated:

Benjamin Stock,
City Attorney/District Legal Counsel

CONSULTANT
Dated:

Eddie Sieu, Sr. Project Manager/Principal
270
13 EXHIBIT A

SAMPLE TASK ORDER
TASK ORDER NO. [INSERT TASK No.]

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. INCORPORATION BY REFERENCE. This Task Order hereby incorporates by reference all items and conditions set forth in the Agreement.

IN WITNESS WHEREOF, the City and Consultant do hereby agree to the full performance of the terms set forth herein.

City of Foster City Consultant
_____________________________ _________________________ By:___________________________ By: Eddie Sieu
Title: City Manager if < $50,000 Title: Senior Project Mgr/Principal Mayor/President if > $50,000
Date: _________________________ Date: _____________________ Tax ID No.: ______________
271
14 EXHIBIT B

SERVICES TO BE PROVIDED, PAYMENTS, PROJECTS, AND SCHEDULE,

PROFESSIONAL ON-CALL LAND SURVEYING, MAPPING, AND RIGHT OF WAY

ENGINEERING SERVICES
[EITHER COMPLETE EXHIBIT A OR ATTACH A PROPOSAL/SCOPE OF WORK THAT CONTAINS ALL THE INFORMATION BELOW AND DELETE THE TEXT BELOW FOR EACH TASK ORDER]

SERVICES TO BE PROVIDED
This is an Exhibit attached to and made a part of and incorporated by reference to the Agreement dated July 18, 2022, by and between Ruggeri-Jensen-Azar, hereinafter referred to as "CONSULTANT" and the City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "CITY/DISTRICT" providing for professional services.

1.Description of the Project:

1.1 DESCRIPTION: Description of Project

2.Basic Services:

The CITY/DISTRICT has developed a general scope of work as described below.

PAYMENTS

1. The maximum payment to CONSULTANT under this Agreement for the Project shall be:

Maximum Payment Amount

2. METHODS OF PAYMENT FOR CONSULTANT’S SERVICES AND EXPENSES:

List Methods of Payment

3. TIMES OF PAYMENTS.

List Times of Payments

PROJECTS AND SCHEDULE
List Project Schedule (IF APPLICABLE)

END OF EXHIBIT B
272
15 EXHIBIT C

FEE SCHEDULE
273
16 EXHIBIT D

This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated July 18, 2022, by and between Ruggeri-Jensen-Azar, hereinafter referred to as "Consultant”, and City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "City/District", providing for professional services.

1.1 Insurance Requirements
Commercial General Liability Insurance
Commercial General Liability Insurance including, but not limited to, Contractual Liability Insurance (specifically concerning the indemnity provisions of this Agreement with the City/District), Products-Completed Operations Hazard, liability for slander, false arrest 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 Consultant's performance of services under this Agreement. The Commercial General Liability insurance shall contain no exclusions or limitation for independent contractors working on the behalf of the named insured. Consultant shall maintain the Products- Completed Operations Hazard coverage for the longest period allowed by law following termination of this Agreement. The amount of said insurance coverage required by this Agreement shall be the policy limits, which shall be at least five million dollars ($5,000,000) each occurrence and five million dollars ($5,000,000) aggregate. *Please note, the City/District will require a separate additional insured endorsement for the Commercial General Liability policy, listing the “City of Foster City/Estero Municipal Improvement District, its Council/Board members, officials, agents, officers, volunteers and employees”.
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☒ Business Automobile Liability Insurance
Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering any vehicle and/or all owned, leased, hired and non- owned vehicles used in the performance of Services pursuant to this Agreement with coverage equal to the policy limits, which shall be at least two million dollars ($2,000,000) each occurrence.
☒ Workers' Compensation Insurance
Consultant shall submit written proof that Consultant is insured against liability for workers' compensation in accordance with the provisions of section 3700 of the California Labor Code.

3.Insurance terms and conditions:

3.1 Cancellation of Insurance
The above stated insurance coverages required to be maintained by consultant shall be maintained until the completion of all of Consultant's obligations under this Agreement except as 275
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otherwise indicated herein. Each insurance policy supplied by consultant shall not be suspended, voided, cancelled or reduced in coverage or in limits except after ten (10) days written notice by Consultant in the 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.

ATTACHED

1. Insurance Coverage Form
277
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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:

Other:

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

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.

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

SIGNATURE OF AUTHORIZED REPRESENTATIVE (original signature required) ORGANIZATION: TITLE:

ADDRESS:
278
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TELEPHONE: ( ) DATE ISSUED:

END OF EXHIBIT D
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EXHIBIT E
COVID-19 AMENDMENT/ATTACHMENT
(Consulting Agreement Form)
This COVID-19 Amendment/Attachment amends the Agreement between the City of Foster City/Estero Municipal Improvement District hereinafter called "CITY/DISTRICT” and Ruggeri-Jensen-Azar (“Consultant”) dated July 18, 2022.

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

3. Compliance with COVID-19 Proclamations.

B. Consultant is responsible to ensure that its subconsultants and suppliers comply with COVID- 19 Proclamations at all times in connection with the performance of their Services.

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

5. City/District Directed Suspension. The City/District may suspend Services due to COVID-19 health concerns, even though the Consultant may be allowed to proceed with the Services based on COVID-19 Proclamations. The City/District may suspend the Services for its convenience. The 280
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Consultant is entitled to a time extension for a City/District Directed Suspension, and the contract amount will be equitably adjusted if and to the extent Consultant incurs increased costs that are Unknown COVID-19 Costs.

Foster City City CouncilJuly 18, 2022

Foster City City Council
July 18, 2022