Agenda packet — Foster City City Council, June 20, 2023 (part 4 of 4)

Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust

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companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

3. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC’s records. The ownership interest of each actual purchaser of each Security (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Securities, except in the event that use of the book-entry system for the Securities is discontinued.

4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Securities may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.

6. Redemption notices shall be sent to DTC. If less than all of the Securities within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

7. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to Securities unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as

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possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy).

8. Redemption proceeds, distributions, and interest payments on the Securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts, upon DTC’s receipt of funds and corresponding detail information from Issuer or Agent on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, Agent, or Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of Issuer or Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

9. DTC may discontinue providing its services as securities depository with respect to the Securities at any time by giving reasonable notice to Issuer or Agent. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed and delivered.

10. Issuer may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered to DTC.

11. The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility for the accuracy thereof.

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Jones Hall draft 6-3-23

OFFICIAL NOTICE OF SALE
$5,000,000

CITY OF FOSTER CITY
GENERAL OBLIGATION BONDS, SERIES 2023
(LEVEE PROTECTION PLANNING AND IMPROVEMENTS PROJECT)
Date of Sale
Wednesday, July 5, 2023
9:30 a.m., California Time
BIDS TO BE RECEIVED VIA PARITY®
For further information, please contact:

Bill Euphrat
William Euphrat Municipal Finance, Inc.
3100 Clay Street
San Francisco, CA 94115
415-929-1564
[email protected]
A copy of the Preliminary Official Statement
may be obtained at:
http://munibase.elabra.com
 Preliminary, subject to change.

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$5,000,000

CITY OF FOSTER CITY
GENERAL OBLIGATION BONDS, SERIES 2023
(LEVEE PROTECTION PLANNING AND IMPROVEMENTS PROJECT)
NOTICE IS HEREBY GIVEN that all-or-none bids will be received by the City of Foster City (herein, the “City”), for the purchase of the captioned bonds (herein, the “Bonds"). All bids must be submitted via Parity®, the electronic bidding system, up to the time and at the place specified as follows:

TIME:9:30 a.m., California Time
DATE:Wednesday, July 5, 2023
Bids for the purchase of the Bonds will be received and considered subject to the terms and conditions described herein.

Please note that the City reserves the right to cancel or reschedule the sale of the Bonds upon notice given through Thomson Municipal News at any time before the time for the receipt of bids, and if the sale is rescheduled, notice of the new sale date and time, if any, will be given through Thomson Municipal News no later than 5:00 p.m. California time the day prior to the new day bids are to be received, and bids will be received in the manner set forth above at the rescheduled date and time as the City may determine.

DESCRIPTION OF THE BONDS
ISSUE. The Bonds will be issued in the original principal amount of $5,000,000*, and bear interest from the date of their issue, in full book-entry only form in denominations of $5,000 and any integral multiple thereof, maturing as shown below under the caption “MATURITY SCHEDULE.” The Bonds are subject to optional redemption and mandatory sinking fund redemption prior to maturity as shown below under the caption “REDEMPTION.” Prospective bidders should note that the terms of sale permit adjustment of individual maturities. See "ADJUSTMENTS OF PRINCIPAL AMOUNTS" below.

Reference is made to the Preliminary Official Statement prepared in connection to the offering of the Bonds for a complete description of the Bonds.

INTEREST RATE. Interest will be calculated on the basis of a 360-day year composed of twelve 30- day months. The Bonds shall represent interest from their date at a rate or rates to be determined at the sale thereof. Interest on the Bonds is payable semiannually on February 1 and August 1 in each year (the "Interest Payment Dates"); commencing February 1, 2024. Bidders may specify any number of separate interest rates, and any rate may be repeated as often as desired; provided, however, that (i) each interest rate specified must be in a multiple of 1/20 of 1% or 1/8 of 1%; (ii) a zero rate of interest cannot be specified; (iii) each Bond shall bear interest from its dated date to its stated maturity date at the interest rate specified in the bid; (iv) all Bonds of the same maturity date shall bear the same rate of interest; and (v) no bid will be accepted which provides for the cancellation and surrender of any interest payment or for the waiver of interest or other concession by the bidder as a substitute for payment in full of the purchase price of the Bond or Bonds. Bids that do not conform to the terms of this paragraph will be rejected.

PAYMENT. Principal of and interest on the Bonds will be payable by U.S. Bank Trust Company, National Association, the paying agent for the Bonds (herein, the "Paying Agent"), in lawful money through the facilities of the Depository Trust Company, or its nominee.

AUTHORITY FOR ISSUANCE AND PURPOSE. The Bonds are being delivered pursuant to a resolution adopted by the City Council of the City on _________, 2023 (the “Resolution”).  Preliminary, subject to change.

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At a special election held in the City on June 5, 2018, the City received the affirmative vote of the requisite two-thirds or more of the voters of the City voting on a proposition to authorize the issuance of $90,000,000 of general obligation bonds to finance improvements to the City’s levee (the "Bond Measure").

Under the authorization of the Bond Measure, the City previously issued its $85,000,000 City of Foster City General Obligation Bonds, Series 2020 (Levee Protection Planning and Improvements Project).

The Bonds represent the second and final series of bonds under the authority of the Bond Measure.

DENOMINATIONS. The Bonds will be executed and delivered as fully registered Bonds in the denomination of $5,000 each or any integral multiple thereof.

DATE OF BONDS. The Bonds will be dated their date of delivery (the “Closing Date”), which is anticipated to be on or about July 20, 2023.

MATURITY SCHEDULE (1). The Bonds will mature, or be subject to mandatory sinking fund redemption, on August 1 in each of the years, and in the amounts, as set forth in the following table. The final principal amount of the Bonds, and the final amount of each maturity of the Bonds, is subject to increase or reduction as described below under the heading "ADJUSTMENT OF PRINCIPAL AMOUNTS." Each bidder must specify in its bid whether, for any particular year, the Bonds will mature or, alternatively, be subject to mandatory sinking fund redemption in such year.

Maturity
(August 1) Principal Amount
(1) Preliminary, subject to change. See also “Adjustment of Principal Amounts” herein.

ADJUSTMENT OF PRINCIPAL AMOUNTS. The principal amounts set forth in this Official Notice of Sale for the Bonds reflect certain estimates of the City and its municipal advisor with respect to the likely interest rates of a winning bid and the premium/discount specified in such a winning bid described below under the caption “TERMS OF SALE.”
The total principal amount of the Bonds and the principal amounts payable in each of the years set forth above are subject to adjustment, in $5,000 increments, to reflect the actual interest rates and any premium contained in the winning bid. The City reserves the right to increase or decrease the principal amount of any maturity of the Bonds (or, in the case of the term Bonds, the principal amount thereof which is subject to mandatory sinking fund redemption on August 1 in any year). The winning bidder will be notified of any

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adjustment in principal amounts as described in “TERMS OF SALE - PROCESS OF AWARD” below.

Adjustment of the principal amounts will not affect the determination of the winning bid. A successful bidder may not withdraw its bid as a result of any changes made within these limits.

OPTIONAL REDEMPTION. The Bonds maturing on or after August 1, ____ are subject, at the option of the City, to redemption prior to their stated maturities in whole or in part on any date commencing August 1, ____, at a redemption price equal to the principal amount thereof, together with accrued interest to the date fixed for redemption, without premium.

MANDATORY SINKING FUND REDEMPTION. Any bidder may, at its option, specify that one or more maturities of the Bonds will consist of term bonds which are subject to mandatory sinking fund redemption in consecutive years immediately preceding the maturity thereof, as designated in the bid of such bidder.

In the event that the bid of the successful bidder specifies that any maturity of Bonds will be term bonds, such term bonds will be subject to mandatory sinking fund redemption on August 1 in each year so designated in the bid, in the respective amounts for such years as set forth above under the heading “MATURITY SCHEDULE”, at a redemption price equal to the principal amount thereof to be paid together with accrued interest thereon to the redemption date, without premium.

BOOK ENTRY SYSTEM. The Bonds when issued will be registered in the name of CEDE & CO., as nominee of The Depository Trust Company, New York, New York (“DTC”), and will be initially issued as one bond for each of the maturities of the Bonds. DTC will be appointed depository for the Bonds and registered ownership of the Bonds may not thereafter be transferred except as provided in the procedures, rules and requirements established by DTC. The Paying Agent will pay payments of principal and interest to DTC for subsequent disbursement to DTC Participants who will remit such payments to the Beneficial Owners of the Bonds.

SECURITY. The City Council has the power to direct San Mateo County to levy ad valorem taxes upon all property within the City subject to taxation, without limitation of rate or amount, for the payment of the Bonds and the interest thereon. Bidders are referred to the Preliminary Official Statement for further details as to the security for the Bonds.

NO RESERVE FUND: The City will not establish a debt service reserve fund for the Bonds.

TAX EXEMPTION. In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to the qualifications set forth below, under existing law, the interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax. For tax years beginning after December 31, 2022, interest on the Bonds may be subject to the corporate alternative minimum tax. In the further opinion of Bond Counsel, interest on the Bonds is exempt from personal income taxation by the State of California. The Bonds are "qualified tax-exempt obligations" within the meaning of section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Tax Code"), such that, in the case of certain financial institutions (within the meaning of section 265(b)(5) of the Tax Code), a deduction for federal income tax purposes is allowed for 80% of that portion of such financial institution's interest expense allocable to interest payable on the Bonds.

Bidders are referred to the Preliminary Official Statement for a description of the proposed opinion of Bond Counsel.

The opinions set forth in the preceding paragraph are subject to the condition that the City comply with all requirements of the Tax Code that must be satisfied subsequent to the issuance of the Bonds in order that such interest be, or continue to be, excluded from gross income for federal income tax purposes, and in order for the Bonds to be “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Tax Code. The City will covenant to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of such interest in gross income for federal income tax purposes to be retroactive to the date of issuance of the Bonds, or may cause the Bonds to not be “qualified tax- exempt obligations” within the meaning of Section 265(b)(3) of the Tax Code.

DELIVERY OF BONDS. Delivery of the Bonds will be made to the successful bidder through the facilities of The Depository Trust Company in New York, New York (or at any other mutually agreeable

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location) on or about July 20, 2023. Payment must be made in cash, Federal Reserve Bank funds, or other immediately available funds.

CALIFORNIA DEBT AND INVESTMENT ADVISORY COMMISSION FEE. Attention of bidders is directed to California Government Code Section 8856, which provides that the lead underwriter or the purchaser of the Bonds will be charged the California Debt and Investment Advisory Commission fee.

QUALIFICATION FOR SALE; BLUE SKY. Compliance with blue sky laws shall be the sole responsibility of the successful bidder. The City will furnish such information and take such action not inconsistent with law as the successful bidder may request and the City shall deem necessary or appropriate to qualify the Bonds for offer and sale under the blue sky or other securities laws and regulations of such states and other jurisdictions of the United States of America as may be designated by the successful bidder; provided, however, that the City shall not execute a general or special consent to service of process or qualify to do business in connection with such qualification or determination in any jurisdiction.

The successful bidder will not offer to sell or solicit any offer to buy the Bonds in any jurisdiction where it is unlawful for such bidder to make such offer, solicitation or sale, and the bidder shall comply with the blue sky and other securities laws and regulations of the states and jurisdictions in which the bidder sells the Bonds.

CUSIP NUMBERS. It is anticipated that CUSIP numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bonds nor any error with respect thereto shall constitute cause for failure or refusal by the purchaser thereof to accept delivery of and pay for the Bonds in accordance with the terms thereof. All expenses in relation to the printing of CUSIP numbers on the Bonds shall be paid for by the City; the City’s municipal advisor will apply for CUSIP numbers for the Bonds.

NO LITIGATION CERTIFICATE. At the time of issuance of the Bonds, the City will certify there is no litigation pending concerning the validity of the Bonds, the Resolution or any proceedings of the City with respect thereto, and that there are no lawsuits or claims pending against the City which will materially affect the City’s authority to direct the County to levy ad valorem taxes to pay debt service on the Bonds.

RIGHT OF CANCELLATION. The successful bidder will have the right, at its option, to cancel its purchase of the Bonds if the City fails to execute the Bonds and tender the same for delivery within 60 days from the date of award thereof. In such event, the successful bidder will be entitled to the return of the deposit accompanying the bid (see “TERMS OF SALE - GOOD FAITH DEPOSIT”).

PRELIMINARY OFFICIAL STATEMENT AND FINAL OFFICIAL STATEMENT. The preliminary official statement, distributed in connection with the sale of the Bonds, dated ______, 2023 (the "Preliminary Official Statement") has been deemed final by the City for purposes of Rule 15c2-12 of the Securities Exchange Commission (the "Rule"), but is subject to revision, amendment and completion in a final official statement (the "Final Official Statement") as provided in the Rule. A copy of the Preliminary Official Statement is available on the Internet at http://munibase.elabra.com. The City will deliver to the purchaser of the Bonds a certificate dated the Closing Date to the effect that the City has reviewed each of the Preliminary Official Statement and Final Official Statement and has determined that as of the date of each thereof, to the best of its knowledge and belief, each of the Preliminary Official Statement and Final Official Statement does not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. Up to 50 copies of the Final Official Statement will be furnished to the successful bidder at no charge within 7 business days after the award of the Bonds. If the successful bidder requests more than 50 copies of the Final Official Statement within 2 business days after the award of the Bonds, the City will provide such copies within 7 business days after the award as long as the successful bidder pays the related costs.

CONTINUING DISCLOSURE. The City will covenant to provide, by not later than nine months after the end of the City's fiscal year (presently June 30) and commencing April 1, 2024, with the report for the fiscal year ending June 30, 2023, an annual report which shall contain pertinent operating and financial information of the City relating to the Bonds as more fully described in the Preliminary Official Statement (the "Annual Report") and the Continuing Disclosure Certificate of the City dated the Closing Date, and to provide notices of the occurrence of certain enumerated events. The Annual Report and notices of enumerated events will be filed by the dissemination agent on behalf of the City with the Municipal Securities

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Rulemaking Board. The City is the initial dissemination agent for the Bonds. The specific nature of the information to be contained in the Annual Report or the notices of enumerated events is summarized in the Preliminary Official Statement under the caption "CONTINUING DISCLOSURE" and in Appendix E – Form of Continuing Disclosure Certificate thereto. These covenants have been made in order to assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5).

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TERMS OF SALE
BASIS OF AWARD. Unless all bids are rejected as described in this Official Notice of Sale, the Bonds will be awarded to the responsible bidder whose bid produces the lowest true interest cost on the Bonds.

The true interest cost specified in any bid will be that rate which, when used in computing the present value of principal and interest to be paid on all Bonds from the expected date of delivery (which is assumed for computational purposes to be July 20, 2023), to their respective maturity dates, or mandatory sinking fund redemption dates in the case of term bonds, produces an amount equal to the purchase price (including any premium) specified in such bid. For purposes of computing the true interest cost represented by any bid, the purchase price specified in such bid shall be equal to the par amount of the Bonds plus any premium specified in such bid, less any original issue discount, and the true interest rate shall be calculated by the use of a semiannual interval of compounding interest based on the Interest Payment Dates for the Bonds.

In the event of a tied bid, the procedure for determining the winning bid will be the toss of a coin to be conducted by the City among such bidders whose bids have produced the tie.

ALL OR NONE BID. Any prospective purchaser may submit a bid for the Bonds, provided that if any of the Bonds are bid for, then all of the Bonds must be bid for.

PREMIUM AND DISCOUNT. The City will accept par, discount or premium bids for any maturity of the Bonds. Provided however, the purchase price must include an aggregate original issue premium sufficient to pay debt service coming due on February 1, 2024 and August 1, 2024, but such original issue premium may not exceed debt service coming due in the first three bond years.

BOND INSURANCE. Bids involving bond insurance will not be accepted.

FORM OF BID. All bids for the Bonds must be unconditional and for not less than all of the Bonds offered for sale. Each bid must be in accordance with the terms and conditions set forth herein. Bids will only be accepted via PARITY® pursuant to this Notice until 9:30 a.m., California Time on the date set forth for receipt of bids. To the extent any instructions or directions set forth in PARITY® conflict with this Notice, the terms of this Notice shall control. For further information about PARITY®, potential bidders may contact the City’s municipal advisor (see the cover page of this Official Notice of Sale for contact information).

DELIVERY AND PAYMENT. It is estimated that delivery of the Bonds will be made to the Purchaser on or about July 20, 2023. Payment of the purchase price (less the amount of the good faith deposit described in “GOOD FAITH DEPOSIT” below) must be made in funds immediately available to the City.

ELECTRONIC BIDS. Electronic Bids via PARITY® (the "Electronic Bidding System") will be accepted in accordance with this Official Notice of Sale until 9:30 a.m. California Time, July 5, 2023, but no bid will be received after this time. To the extent any instructions or directions set forth in PARITY® conflict with this Official Notice of Sale, the terms of this Notice shall control. For further information about PARITY®, potential bidders may contact the City’s municipal advisor (see the cover page of this Official Notice of Sale for contact information).

WARNING REGARDING ELECTRONIC BIDS. THE CITY WILL ACCEPT BIDS IN ELECTRONIC FORM SOLELY THROUGH PARITY ON THE OFFICIAL BID FORM CREATED FOR THAT PURPOSE.

EACH BIDDER SUBMITTING AN ELECTRONIC BID UNDERSTANDS AND AGREES BY DOING SO

THAT IT IS SOLELY RESPONSIBLE FOR ALL ARRANGEMENTS WITH PARITY, THAT THE CITY

NEITHER ENDORSES NOR EXPLICITLY ENCOURAGES THE USE OF PARITY, AND THAT PARITY IS NOT ACTING AS AN AGENT OF THE CITY. INSTRUCTIONS AND FORMS FOR SUBMITTING

ELECTRONIC BIDS MUST BE OBTAINED FROM PARITY, AND THE CITY ASSUMES NO

RESPONSIBILITY FOR ENSURING OR VERIFYING BIDDER COMPLIANCE WITH THE PROCEDURES OF PARITY. THE CITY SHALL ASSUME THAT ANY BID RECEIVED THROUGH PARITY HAS BEEN MADE BY A DULY AUTHORIZED AGENT OF THE BIDDER.

THE CITY, THE MUNICIPAL ADVISOR AND BOND COUNSEL ASSUME NO RESPONSIBILITY FOR

ANY ERROR CONTAINED IN ANY BID SUBMITTED ELECTRONICALLY, OR FOR FAILURE OF ANY BID TO BE TRANSMITTED, RECEIVED OR OPENED AT THE OFFICIAL TIME FOR RECEIPT OF BIDS.

THE OFFICIAL TIME FOR RECEIPT OF BIDS WILL BE DETERMINED BY THE CITY AT THE PLACE OF

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BID OPENING, AND THE CITY SHALL NOT BE REQUIRED TO ACCEPT THE TIME KEPT BY PARITY AS THE OFFICIAL TIME.

TRUE INTEREST COST. Bidders are requested to supply a calculation of the true interest cost of the Bonds to the City on the basis of their respective bids, which shall be considered as informative only and not binding on either the bidder or the City. The true interest cost specified in any bid will be that rate which, when used in computing the present value of all payments of principal and interest to be paid on all Bonds from the Closing Date (which is anticipated to be July 20, 2023) to their respective maturity dates or mandatory sinking fund redemption dates, produces an amount equal to the purchase price (including any premium) specified in such bid.

UNDERWRITING GROUP. Each bidder is requested to furnish the names of all joint managers participating in the bid. The successful bidder will be required to submit a list of all syndicate members in addition to the managers not later than 24 hours after receiving a verbal award.

RIGHT OF CANCELLATION OF SALE BY THE CITY. The City reserves the right, in its sole discretion, at any time before the time for the receipt of bids to cancel the public sale of the Bonds. In such event, the City shall cause notice of cancellation of this invitation for bids and the public sale of the Bonds to be communicated through Thomson Municipal News as promptly as practicable. However, no failure to publish such notice or any defect or omission therein shall affect the cancellation of the public sale of the Bonds.

In addition, the City reserves the right to cancel the public sale of the Bonds if the City receives fewer than three bids that conform to the parameters contained herein such that the competitive sale requirements are not satisfied (see “ESTABLISHMENT OF ISSUE PRICE”).

RIGHT TO MODIFY OR AMEND. The City reserves the right, in its sole discretion, to modify or amend this Official Notice of Sale including, but not limited to, the right to change the principal amount and principal amortization schedule of the Bonds being offered; however, such modifications or amendments shall be made not later than 5:00 p.m., California time, on the business day prior to the bid opening and communicated through Thomson Municipal News.

RIGHT OF POSTPONEMENT BY THE CITY. The City reserves the right, in its sole discretion, to postpone, from time to time, the date and time established for the receipt of bids. Any such postponement will be communicated through Thomson Municipal News not later than 5:00 p.m., California time, on the business day prior to any announced date for receipt of bids. If any date is postponed, any alternative sale date and time will be announced via Thomson Municipal News by 5:00 p.m. California Time on the business day prior to such alternative sale date. On any such alternative sale date, any bidder may submit a bid for the purchase of the Bonds in conformity in all respects with the provisions of this Official Notice of Sale, except for the date of sale and except for the changes announced by Thomson Municipal News at the time the sale date and time are announced.

RIGHT OF REJECTION. The City reserves the right, in its discretion, to reject any and all bids and to waive any irregularity or informality in any bid.

PROCESS OF AWARD. The City will take final action awarding the Bonds or rejecting all bids not later than thirty (30) hours after the time for receipt of bids, unless such time period is waived by the Purchaser (defined below).

The following steps constitute the City’s process for a final award of the Bonds:
(1) The City’s municipal advisor, on behalf of the City, will give a verbal notice of award to the apparent winning bidder (the “Apparent Winning Bidder”) to be determined as described below under “–BASIS OF AWARD” above.
(2) The Apparent Winning Bidder shall provide within one hour of verbal notice the initial reoffering prices and confirm that it is prepared to execute the Issue Price Certificate described under “ESTABLISHMENT OF ISSUE PRICE” below.
(3) The Apparent Winning Bidder shall provide the Good Faith Deposit by wire transfer, as described under “GOOD FAITH DEPOSIT.”

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(4) The City’s municipal advisor will fax or email to the Apparent Winning Bidder confirmation of the final principal amortization schedule and purchase price for the Bonds, after adjustments, if any, are made, as described under “DESCRIPTION OF THE BONDS– ADJUSTMENT OF PRINCIPAL AMOUNTS.”
(5) The City will fax or email to the Apparent Winning Bidder written confirmation of the final award.

Upon completion of all the steps described above, the Apparent Winning Bidder will be deemed the Purchaser of the Bonds (the “Purchaser”) and will be bound by the terms of the contract to purchase the Bonds, which contract shall consist of: (a) this Official Notice of Sale; (b) the information that is transmitted electronically by the bidder through Parity®; and (c) any adjustments to the final principal amortization schedule and purchase price made as described under “DESCRIPTION OF THE BONDS– ADJUSTMENT OF PRINCIPAL AMOUNTS.”
GOOD FAITH DEPOSIT. A good faith deposit in the amount of $__________ (1% of the preliminary par issue size) for the Bonds (the “Good Faith Deposit”) must be provided by the Apparent Winning Bidder.

The Good Faith Deposit must be submitted by wire transfer (as described below). The Bonds will not be officially awarded to a bidder who has not submitted a Good Faith Deposit.

Upon the determination by the City of the Apparent Winning Bidder (as described above under “PROCESS OF AWARD”), the City’s municipal advisor will request the Apparent Winning Bidder to (i) immediately wire the Good Faith Deposit to the Paying Agent, as described below, and (ii) provide, within ninety (90) minutes of such request, the Federal wire reference number of such Good Faith Deposit to the City’s municipal advisor by email ([email protected]). The wire transfer is to be made to U.S. Bank Trust Company, National Association using the following wire instructions:

Account Name:

ABA #
Account #
RE: City of Foster City 2023 Good Faith
ATTN:

In the event that the Apparent Winning Bidder does not wire the Good Faith Deposit as required, or does not provide the Federal wire reference number confirming the wire-transfer of such deposit to the municipal advisor within the time specified above, the City may reject the bid of the Apparent Winning Bidder and may award the Bonds to a responsible bidder that submitted a confirming bid that represents the next lowest true interest cost to the City.

No interest will be paid upon a Good Faith Deposit made by an Apparent Winning Bidder. Upon receipt of the Good Faith Deposit by the City, the Good Faith Deposit will immediately become the property of the City. The Good Faith Deposit will be held and invested for the exclusive benefit of the City. The Good Faith Deposit, without interest thereon, will be credited against the purchase price of the Bonds purchased by the Purchaser at the time of delivery thereof.

If the purchase price is not paid in full upon tender of the Bonds, the City shall retain the Good Faith Deposit and the Purchaser will have no right in or to the Bonds or to the recovery of its Good Faith Deposit, or to any allowance or credit by reason of such deposit, except pursuant to a right of cancellation. See “RIGHT OF CANCELLATION.” In the event of nonpayment of the purchase price for the Bonds by the Purchaser, the City reserves any and all rights granted by law to recover the full purchase price of the Bonds and, in addition, any damages suffered by the City.

ESTABLISHMENT OF ISSUE PRICE. (a) The Purchaser shall assist the City in establishing the issue price of the Bonds and shall execute and deliver to the City at closing an “issue price” or similar certificate setting forth the reasonably expected initial offering price to the public of the Bonds, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit 1, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Purchaser, the City and Bond Counsel. All actions to be taken by the City under this Official Notice of Sale

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to establish the issue price of the Bonds may be taken on behalf of the City by the City’s municipal advisor identified herein and any notice or report to be provided to the City may be provided to the City’s municipal advisor.

(b) The City intends that the provisions of Treasury Regulation Section 1.148-1(f)(3)(i) (defining “competitive sale” for purposes of establishing the issue price of the Bonds) will apply to the initial sale of the Bonds (the “competitive sale requirements”) because:
(1) the City shall disseminate this Official Notice of Sale to potential underwriters in a manner that is reasonably designed to reach potential underwriters; (2) all bidders shall have an equal opportunity to bid; (3) the City may receive bids from at least three underwriters of municipal bonds who have established industry reputations for underwriting new issuances of municipal bonds; and (4) the City anticipates awarding the sale of the Bonds to the bidder who submits a firm offer to purchase the Bonds at the lowest true interest cost, as set forth in this Official Notice of Sale.

Any bid submitted pursuant to this Official Notice of Sale shall be considered a firm offer for the purchase of the Bonds, as specified in the bid. By submitting a bid for the Bonds, each bidder certifies that it has an established industry reputation for underwriting new issuances of municipal bonds.

The City will not accept bids from firms without an established industry reputation for underwriting new issuances of municipal bonds.
(c) In the event the City receives less than three bids that conform to the parameters contained herein such that the competitive sale requirements are not satisfied, the City intends to treat the initial offering price of each maturity of the bonds set forth in the bid submitted by the winning bidder (the “initial offering price”) as the issue price of that maturity (the "hold-the-offering-price rule"). Consequently, each bidder should assume for purposes of making its bid that for each maturity of the Bonds, the City will treat the initial offering prices as of the date that the Bonds are awarded by the City to the successful bidder ("sale date") as the issue price of the Bonds. The City will advise the Apparent Winning Bidder within one hour of receipt of bids if the hold-the-offering-price rule will apply. In the event that the competitive sale requirements are not satisfied and issue price is established pursuant to the hold-the-offering-price rule, the issue price certificate shall be modified as necessary in the reasonable judgment of Bond Counsel and the City.
(d) By submitting a bid, the successful bidder shall, on behalf of the underwriters participating in the purchase of the Bonds, (i) confirm that the underwriters have offered or will offer each maturity of the Bonds to the public on or before the sale date at the initial offering price set forth in the bid submitted by the winning bidder, and (ii) agree that the underwriters will neither offer nor sell any maturity of the Bonds to any person at a price that is higher than the initial offering price for such maturity during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth business day after the sale date; or (2) the date on which the underwriters have sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price for such maturity.

The winning bidder shall promptly advise the City when the underwriters have sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price if that occurs prior to the close of the fifth (5th) business day after the sale date. (e) The City acknowledges that, in making the representation set forth above, the successful bidder will rely on (i) the agreement of each underwriter to comply with the hold-the-offering-price rule, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an underwriter is a party to a retail

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distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering- price rule, as set forth in the retail distribution agreement and the related pricing wires. The City further acknowledges that each underwriter shall be solely liable for its failure to comply with its agreement regarding the hold-the-offering-price rule and that no underwriter shall be liable for the failure of any other underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement to comply with its corresponding agreement regarding the hold-the-offering- price rule as applicable to the Bonds.
(f) By submitting a bid, each bidder confirms that:
(1) any agreement among underwriters, any selling group agreement and each retail distribution agreement (to which the bidder is a party) relating to the sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter, each dealer who is a member of the selling group, and each broker-dealer that is a party to such retail distribution agreement, as applicable, to (A) report the prices at which it sells to the public the Bonds of each maturity allotted to it until it is notified by the successful bidder that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public and
(B) comply with the hold-the-offering-price rule, if and for so long as directed by the successful bidder and in the related pricing wires, and (2) any agreement among underwriters relating to the sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter that is a party to a retail distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such retail distribution agreement to
(A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the successful bidder or such underwriter that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public and
(B) comply with the hold-the-offering-price rule, if and for so long as directed by the successful bidder or such underwriter and as set forth in the related pricing wires.

Sales of any Bonds to any person that is a related party to an underwriter shall not constitute sales to the public for purposes of this Official Notice of Sale.
(g) For purposes of this Official Notice of Sale:
(1) "public" means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an underwriter or a related party, (2) "underwriter" means (A) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the public), (3) a purchaser of any of the Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct

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ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and In addition, the City reserves the right to cancel the public sale of the Bonds if the City receives fewer than three bids that conform to the parameters contained herein such that the competitive sale requirements are not satisfied.

ADDITIONAL INFORMATION AVAILABLE. Requests for additional information about the Bonds and the City may be directed to the City’s Municipal Advisor (see the cover of this Official Notice of Sale for contact information).

APPROVED by the City Council of the City of Foster City by resolution adopted ______, 2023. /s/
Finance Director

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EXHIBIT 1
Issue Price Certificate

CITY OF FOSTER CITY
General Obligation Bonds, Series 2023
(Levee Protection Planning and Improvements Project)
The undersigned, on behalf of [NAME OF UNDERWRITER] (“Underwriter”), hereby certifies as set forth below with respect to the sale of the above-captioned obligations (the “Bonds”).

1.Reasonably Expected Initial Offering Price.
(a) As of the Sale Date, the reasonably expected initial offering prices of the Bonds to the Public by Underwriter are the prices listed in Schedule A (the “Expected Offering Prices”). The Expected Offering Prices are the prices for the Maturities of the Bonds used the Underwriter in formulating its bid to purchase the Bonds. Attached as Schedule B is a true and correct copy of the bid provided by Underwriter to purchase the Bonds.
(b) Underwriter was not given the opportunity to review other bids prior to submitting its bid. (c) The bid submitted by Underwriter constituted a firm offer to purchase the Bonds.

2.Defined Terms.
(a)Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities.
(b)Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly.
(c)Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is July 5, 2023s. (d)Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).

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The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Underwriter’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Certificate of Arbitrage and with respect to compliance with the federal income tax rules affecting the Bonds, and by Jones Hall, A Professional Law Corporation in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. [UNDERWRITER]
By:____________________________________
Name:_________________________________
Dated: [ISSUE DATE]

8.1 Attachment 5 - Official Notice of Sale

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SCHEDULE A

EXPECTED OFFERING PRICES
Maturity Date Principal Interest Reoffering
(August 1) Amount Rate Price *
$ % %
* Stated as a percentage of par.

8.1 Attachment 5 - Official Notice of Sale

560

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SCHEDULE B
COPY OF UNDERWRITER’S BID
(attached)

8.1 Attachment 5 - Official Notice of Sale

561

3 6
5 DATE: June 20, 2023

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

FROM: Stefan Chatwin, City/District Manager
Edmund Suen, Finance Director
DEPARTMENT: City Manager
Finance
SUBJECT: ADOPTION OF FY 2023-24 CITY/DISTRICT BUDGET

RECOMMENDATION
It is recommended that the City Council/EMID Board of Directors (City Council) approve the attached resolutions approving the Fiscal Year 2023-24 City/EMID Budget.

EXECUTIVE SUMMARY
As part of the City/EMID’s annual budget process, the City Council held a budget study session on February 27 to review the mid-year projections for FY 2022-23 and to provide policy direction on the preparation of the FY 2023-24 budget and 5-year financial plan. Budget study sessions were then held on March 27 and May 8, followed by a public hearing of the FY 2023-24 preliminary budget on June 5. Tonight, staff recommends City Council’s approval of the FY 2023-24 City/EMID Budget.

BACKGROUND AND ANALYSIS
On May 8, City staff presented the FY 2023-24 Preliminary Budget and 5-year financial plan for all Funds, including the General Fund (Funds 001 to 003). The budget indicated a $4.43 million General Fund structural deficit for FY 2023-24 as well as structural deficits for the entirety of the 5-year financial plan. Budget revisions were presented to the City Council on June 5, including a $543,294 expenditure increase for the General Fund, with the most significant component being employee services costs related to the completion of the Police Officers Association (POA) labor negotiations

8.2 8.2 Staff Report

562

3 6
5 culminating in a three-year Memorandum of Understanding effective July 1, 2023.

Based on further developments over the past two weeks, including a proposed three- year Management Compensation and Benefits Plan, an additional $1,345,888 expenditure increase is needed for the FY 2023-24 General Fund budget (Funds 001 to 003), bringing the revised deficit to $6.32 million as well as larger deficits for the remainder of the 5-year financial plan. A summary of the budget revisions since the May 8 preliminary budget and a revised General Fund 5-year financial plan can be found in Attachments 4 and 5 respectively. The City Manager is also transferring the sustainable Foster City program and the accompanied Senior Management Analyst position from the City Manager’s Department to the Community Development Department; it has no fiscal impact to the FY 2023-24 budget.

The FY 2023-24 Final Budget for all Funds totaling $129.34 million includes direction received from the City Council at various budget study sessions and a public hearing.

The City Council also provided direction for the City Manager to use General Fund reserves to address the FY 2023-24 General Fund budget shortfall and for him to develop strategies to address subsequent years’ deficits. The City Manager has indicated such strategies may include additional or updated revenue opportunities, cost recovery measures, and operational efficiencies.

Having reviewed the preliminary budget and having held a public hearing on the preliminary budget, it is recommended that the City Council adopt the attached resolutions approving the proposed FY 2023-24 Budget. The financial and personnel summary pages of the FY 2023-24 Budget are attached to this report (Attachment 3). The entire proposed FY 2023-24 Budget is available on the City’s website at https://www.fostercity.org/finance/page/annual-budget.

CEQA
Not Applicable

FISCAL IMPACT
Adoption of the annual budget authorizes expenditures identified in the budget document.

CITY COUNCIL VISION, MISSION, AND VALUE/PRIORITY AREA
Staff Empowerment and Operational Excellence
ATTACHMENTS:

8.2 8.2 Staff Report

563

3 6
5 Attachment 1 - City Resolution
Attachment 2 - EMID Resolution
Attachment 3 - Exhibit to City/EMID Resolutions: Financial and Personnel Summaries Attachment 4 - Revisions to the FY 2023-24 Preliminary Budget Presented on May 8, 2023
Attachment 5 - Revised General Fund (Funds 001 to 003) 5-Year Financial Plan

8.2 8.2 Staff Report

564

RESOLUTION NO. _____________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FOSTER CITY APPROVING THE FISCAL YEAR 2023-24 CITY BUDGET

CITY OF FOSTER CITY
WHEREAS, the City Manager is responsible for preparing and submitting a City budget for the operation and improvements of the community; and WHEREAS, the City Council has reviewed and evaluated the proposed budget submitted by the City Manager; and
WHEREAS, the citizens have had an opportunity to review and make additional suggestions to the City Council.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Foster City that:

1. The City budget for the 2023-24 fiscal year ending June 30, 2024, is hereby approved as set forth in the attached Exhibit and incorporated herein.

2. The City Manager is hereby delegated responsibility for the administration of the budget except that transfers between departments must be approved by the City Council.

3. The City Treasurer shall not certify any encumbrance nor execute any payment in excess of department budget appropriations.

PASSED AND ADOPTED as a resolution of the City Council of the City of Foster City at the special meeting held on the 20th day of June, 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
__________________________

JON FROOMIN, MAYOR
ATTEST:
_________________________________

PRISCILLA SCHAUS, CITY CLERK

8.2 Attachment 1 - City Resolution

565

RESOLUTION NO. _____________

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ESTERO MUNICIPAL IMPROVEMENT DISTRICT APPROVING THE FISCAL YEAR 2023-24 DISTRICT BUDGET

ESTERO MUNICIPAL IMPROVEMENT DISTRICT
WHEREAS, the District Manager is responsible for preparing and submitting a City budget for the operation and improvements of the community; and WHEREAS, the Board of Directors has reviewed and evaluated the proposed budget submitted by the District Manager; and
WHEREAS, the citizens have had an opportunity to review and make additional suggestions to the Board of Directors.

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Estero Municipal Improvement District that:

1. The District budget for the 2023-24 fiscal year ending June 30, 2024 is hereby approved as set forth in the attached Exhibit and incorporated herein.

2. The District Manager is hereby delegated responsibility for the administration of the budget except that transfers between departments must be approved by the Board of Directors.

3. The District Treasurer shall not certify any encumbrance nor execute any payment in excess of department budget appropriations.

8.2 Attachment 2 - EMID Resolution

566

9 5
9 PASSED AND ADOPTED as a resolution of the Board of Directors of the Estero Municipal Improvement District at the special meeting held on the 20th day of June, 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
________________________________________

JON FROOMIN, PRESIDENT
ATTEST:
_______________________________________

PRISCILLA SCHAUS, DISTRICT SECRETARY

8.2 Attachment 2 - EMID Resolution

567

ATTACHMENT 3 - EXHIBIT TO CITY/EMID RESOLUTIONS
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ꢄꢉꢀꢊꢇꢀꢉꢁ
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ꢎꢄꢈꢁꢊꢇꢉꢉꢁꢏ
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ꢄꢀ
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ꢀꢁꢁꢂꢃꢄꢅꢆꢃꢁꢁꢂ ꢀꢇꢂꢂꢃꢄꢂꢄꢃꢈꢉꢊ ꢀꢉꢋꢃꢁꢅꢊꢃꢈꢄꢉ ꢀꢉꢋꢃꢁꢅꢊꢃꢈꢄꢉ ꢀꢂꢊꢆꢃꢋꢄꢇꢃꢇꢈꢋ ꢀꢇꢇꢇꢃꢊꢁꢊꢃꢊꢆꢄ ꢀꢇꢉꢃꢋꢅꢈꢃꢉꢋꢈ ꢀꢇꢁꢈꢃꢂꢂꢊꢃꢂꢊꢂ ꢀꢄꢃꢅꢈꢈꢃꢆꢁꢂ ꢀꢁꢁꢉꢃꢊꢅꢊꢃꢋꢄꢊ+@E2=ꢁꢔ==ꢁꢂF?5D ꢀꢑ<>@EE@E>ꢃ8E;ꢃ"E;@E>ꢃ8M8@C89C<ꢃI<JFLI:<Jꢃ<O:CL;<Jꢃ 8G@K8CꢃꢂJJ<KJꢃꢎ<O:<GKꢃ=FIꢃ#LE;ꢃꢅꢉꢉꢏꢃ8E;ꢃ+FEꢐ0G<E;89C<ꢇꢃ/<JKI@:K<;ꢇꢃ FDD@KK<;ꢇꢃ8E;ꢓFIꢃꢂJJ@>E<;ꢃ#LE;Jꢇꢃ@E:CL;@E>ꢃ-I<G8PD<EKJꢇꢃ&EM<EKFIPꢇꢃ$8I98><ꢃ0K89@C@Q8K@FEꢃ/<J<IM<ꢇꢃ8E;ꢃ LEI<8C@Q<;ꢃ@EM<JKD<EKꢃ>8@EJꢓCFJJ<Jꢖ
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8.2 Attachment 3 - Exhibit to City and EMID Resolutions - Financial and Personnel Summaries

569

ꢒ:EJꢁ@7ꢁꢂ@DE6Cꢁꢒ:EJꢁꢖꢁꢕDE6C@ꢁ$F?:4:A2=ꢁ >AC@G6>6?Eꢁꢑ:DEC:4E )6G6?F6ꢁ3Jꢁ*@FC46
ꢂ@CꢁE96ꢁꢂ:D42=ꢁ062Cꢁꢕ?565ꢁ!F?6ꢁꢉꢋꢆꢁꢅꢋꢅꢌ
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ꢄꢈꢇꢅꢍꢀꢇꢁꢀꢀ
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8.2 Attachment 3 - Exhibit to City and EMID Resolutions - Financial and Personnel Summaries

570

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ꢃꢃ/F8;ꢃ*8@EK<E8E:<ꢃ8E;ꢃ/<?89@C@K8K@FEꢃꢂ::FLEK ꢄꢍꢌꢋꢇꢁꢀꢀ
ꢄꢅꢇꢊꢀꢀ
ꢄꢍꢌꢋꢇꢁꢀꢀ
ꢄꢈꢈꢇꢌꢁꢋ
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0ꢑꢁꢃ/F8;ꢃ*8@EK<E8E:<ꢃ8E;ꢃ/<?89@C@K8K@FEꢃ#LE;ꢃ0L9KFK8C ꢄꢍꢅꢁꢇꢆꢀꢀ ꢄꢍꢉꢆꢇꢅꢁꢋ ꢄꢊꢉꢍꢇꢉꢆꢊ )FNꢐꢃ8E;ꢃ*F;<I8K<ꢐ&E:FD<ꢃ%FLJ@E>ꢃ#LE;ꢃꢎ)*&%#ꢏ
ꢃꢃ)F8Eꢃ-8PD<EK ꢄꢁꢉꢇꢀꢀꢀ
ꢄꢍꢀꢇꢌꢀꢀ
ꢄꢈꢅꢇꢀꢀꢀ
ꢄꢆꢆꢇꢌꢀꢀ
ꢄꢁꢉꢇꢀꢀꢀ
ꢄꢍꢀꢇꢌꢀꢀ
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ꢄꢁꢈꢍꢇꢊꢈꢊ
ꢄꢁꢉꢇꢀꢀꢀ
ꢄꢍꢁꢇꢉꢀꢀ
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ꢃꢃ)F8Eꢃ/<G8PD<EK ꢄꢀ
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ꢄꢈꢆꢇꢀꢀꢀ
ꢄꢀ
ꢄꢁꢈꢇꢅꢀꢀ
ꢄꢁꢈꢇꢅꢀꢀ
ꢄꢀ
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ꢄꢊꢇꢆꢀꢀ
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@KPꢃꢂ==FI;89C<ꢃ%FLJ@E>ꢃ#LE;ꢃ0L9KFK8C
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ꢃꢃ,K?<ꢏ
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8.2 Attachment 3 - Exhibit to City and EMID Resolutions - Financial and Personnel Summaries

571

ꢒ:EJꢁ@7ꢁꢂ@DE6Cꢁꢒ:EJꢁꢖꢁꢕDE6C@ꢁ$F?:4:A2=ꢁ >AC@G6>6?Eꢁꢑ:DEC:4E )6G6?F6ꢁ3Jꢁ*@FC46
ꢂ@CꢁE96ꢁꢂ:D42=ꢁ062Cꢁꢕ?565ꢁ!F?6ꢁꢉꢋꢆꢁꢅꢋꢅꢌ
ꢎꢒ@?E:?F65ꢁ7C@>ꢁAC6G:@FDꢁA286ꢏ
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FEJKIL:K@FEꢃꢔꢃ!<DFꢃ#LE;
ꢃꢃ,K?Pꢃ*8@EK<E8E:<ꢃ#LE;ꢃ0L9KFK8C
0ꢑꢃꢁꢁꢊꢍꢃ#LE;ꢃ0L9KFK8C
ꢄꢉꢅꢇꢈꢀꢀ
1<:?EFCF>Pꢃ*8@EK<E8E:<ꢃ#LE;
ꢃꢃ,K?<I ꢄꢈꢀꢈꢇꢁꢍꢉ
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ꢄꢅꢇꢆꢍꢅ
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ꢄꢈꢀꢌꢇꢀꢍꢉ ꢄꢁꢋꢊꢇꢍꢊꢆ ꢄꢌꢋꢇꢉꢅꢀ
0ꢑꢃꢁꢁꢊꢍꢃ#LE;
ꢃꢃ,K?<I ꢄꢅꢇꢀꢀꢀ
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ꢄꢁꢇꢈꢀꢀ
ꢄꢉꢇꢈꢀꢀ
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$I<<EꢃꢑL@C;@E>ꢃ#<<Jꢃ#LE;ꢃ0L9KFK8C
*<8JLI<ꢃ4ꢃ#LE;ꢃ0L9KFK8C
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$I<<EꢃꢑL@C;@E>ꢃ#<<Jꢃ#LE;
ꢃꢃ,K?ꢃ#LE;ꢐ FDD<I:@8Cꢃ)@EB8><ꢃ#<<Jꢃ#LE;
ꢃꢃ ?8I><Jꢃ=FIꢃ:LII<EKꢃJ<IM@:<J ꢄꢊꢁꢅꢇꢉꢍꢆ
ꢄꢈꢇꢌꢀꢀ
ꢄꢊꢁꢅꢇꢉꢍꢆ
ꢄꢁꢌꢇꢁꢀꢉ
ꢄꢀ
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ꢄꢁꢅꢇꢊꢀꢀ
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ꢂ==FI;89C<ꢃ%FLJ@E>ꢃ#LE;ꢐ FDD<I:@8Cꢃ)@EB8><ꢃ#<<Jꢃ#LE;ꢃ0L9KFK8C ꢄꢊꢁꢍꢇꢊꢍꢆ ꢄꢊꢈꢋꢇꢍꢋꢅ 1<E8EKꢃ/<CF:8K@FEꢃꢂJJ@JK8E:<ꢃ#LE;
ꢃꢃ,K?ꢃ#LE;
ꢃꢃ/<EK8CJ ꢄꢍꢁꢅꢇꢉꢀꢆ
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ꢄꢁꢌꢇꢆꢀꢀ
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ꢄꢉꢆꢆꢇꢉꢀꢀ
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ꢄꢈꢇꢀꢅꢀ
ꢃꢃ,K?ꢃ#LE;ꢃ0L9KFK8C ꢄꢍꢋꢋꢇꢅꢉꢊ ꢄꢈꢊꢍꢇꢀꢍꢁ ꢄꢍꢈꢉꢇꢍꢅꢀ ꢎ FEK@EL<;ꢃFEꢃE<OKꢃG8><ꢏ
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8.2 Attachment 3 - Exhibit to City and EMID Resolutions - Financial and Personnel Summaries

572

ꢒ:EJꢁ@7ꢁꢂ@DE6Cꢁꢒ:EJꢁꢖꢁꢕDE6C@ꢁ$F?:4:A2=ꢁ >AC@G6>6?Eꢁꢑ:DEC:4E )6G6?F6ꢁ3Jꢁ*@FC46
ꢂ@CꢁE96ꢁꢂ:D42=ꢁ062Cꢁꢕ?565ꢁ!F?6ꢁꢉꢋꢆꢁꢅꢋꢅꢌ
ꢎꢒ@?E:?F65ꢁ7C@>ꢁAC6G:@FDꢁA286ꢏ
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4FIB=FI:<ꢃ%FLJ@E>ꢃꢐꢃ"HL@GD<EKꢃ/<GC8:<D<EKꢃ#LE;
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4FIB=FI:<ꢃ%FLJ@E>ꢃꢐꢃ"HL@GD<EKꢃ/<GC8:<D<EKꢃ#LE;ꢃ0L9KFK8C ꢄꢈꢈꢇꢀꢀꢀ ꢄꢈꢈꢇꢁꢆꢁ ꢄꢈꢋꢇꢆꢀꢀ 0ꢑꢁꢌꢊꢌꢃ&DGC<D<EK8K@FEꢃ#LE;
ꢃꢃ,K?<I ꢄꢀ
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0ꢑꢁꢌꢊꢌꢃ&DGC<D<EK8K@FEꢃ0L9KFK8C ꢄꢀ ꢄꢆꢆꢁ ꢄꢈꢀꢀ
E@E2=ꢁDA64:2=ꢁC6G6?F6ꢁ7F?5D ꢄꢉꢇꢍꢁꢋꢇꢊꢌꢌ ꢄꢉꢇꢉꢅꢈꢇꢅꢅꢀ ꢄꢉꢇꢀꢉꢅꢇꢅꢁꢈ ꢑ63Eꢁ*6CG:46DꢁꢂF?5
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ꢄꢌꢁꢇꢆꢍꢅ
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@KPꢃ!<9Kꢃ0<IM@:<Jꢃ0L9KFK8C ꢄꢌꢇꢆꢌꢈꢇꢍꢉꢀ ꢄꢌꢇꢆꢉꢊꢇꢌꢍꢅ ꢄꢅꢇꢀꢁꢁꢇꢉꢀꢀ E@E2=ꢁ563EꢁD6CG:46Dꢁ7F?5 ꢄꢌꢇꢆꢌꢈꢇꢍꢉꢀ ꢄꢌꢇꢆꢉꢊꢇꢌꢍꢅ ꢄꢅꢇꢀꢁꢁꢇꢉꢀꢀ ꢒ2A:E2=ꢁ'C@;64EDꢁꢂF?5
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ꢄꢁꢆꢇꢈꢉꢀ
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ꢄꢈꢇꢀꢌꢊꢇꢉꢌꢌ
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E@E2=ꢁ42A:E2=ꢁAC@;64EDꢁ7F?5 ꢄꢁꢇꢈꢊꢋꢇꢈꢉꢀ ꢄꢌꢇꢅꢍꢅꢇꢀꢈꢋ ꢄꢌꢇꢉꢁꢉꢇꢊꢀꢉ ꢕ?E6CAC:D6ꢁꢂF?5D
48K<Iꢃ/<M<EL<
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ꢄꢀ
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ꢄꢀ
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ꢄꢈꢀꢀꢇꢀꢀꢀ
ꢄꢁꢊꢇꢌꢀꢁꢇꢀꢀꢀ48K<Iꢃ/<M<EL<ꢃ0L9KFK8C
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"HL@GD<EKꢃ/<EK8C ꢄꢉꢁꢀꢇꢅꢌꢍ
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ꢄꢍꢌꢌꢇꢉꢌꢈ
ꢄꢅꢅꢊꢇꢀꢆꢋ
ꢄꢅꢅꢊꢇꢀꢆꢋ48K<Iꢃ"HL@GD<EKꢃ/<GC8:<D<EKꢃ0L9KFK8C
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ꢄꢅꢆꢋꢇꢊꢉꢉ ꢄꢅꢉꢊꢇꢁꢈꢁ ꢄꢊꢈꢌꢇꢍꢁꢉ
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8.2 Attachment 3 - Exhibit to City and EMID Resolutions - Financial and Personnel Summaries

573

ꢒ:EJꢁ@7ꢁꢂ@DE6Cꢁꢒ:EJꢁꢖꢁꢕDE6C@ꢁ$F?:4:A2=ꢁ >AC@G6>6?Eꢁꢑ:DEC:4E )6G6?F6ꢁ3Jꢁ*@FC46
ꢂ@CꢁE96ꢁꢂ:D42=ꢁ062Cꢁꢕ?565ꢁ!F?6ꢁꢉꢋꢆꢁꢅꢋꢅꢌ
ꢎꢒ@?E:?F65ꢁ7C@>ꢁAC6G:@FDꢁA286ꢏ
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ꢎ FEK@EL<;ꢃFEꢃE<OKꢃG8><ꢏ
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8.2 Attachment 3 - Exhibit to City and EMID Resolutions - Financial and Personnel Summaries

574

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8.2 Attachment 3 - Exhibit to City and EMID Resolutions - Financial and Personnel Summaries

575

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8.2 Attachment 3 - Exhibit to City and EMID Resolutions - Financial and Personnel Summaries

576

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+&+ꢔ#ꢁꢂ&)ꢁꢒ +0ꢁꢖꢁꢕ$ ꢑ ꢃꢊꢄꢐꢆꢊꢈꢅꢆꢈꢐꢌ ꢃꢊꢇꢅꢆꢈꢄꢈꢆꢉꢐꢌ ꢃꢊꢅꢐꢆꢉꢉꢄꢆꢉꢄꢉ @KPꢃF=ꢃ#FJK<Iꢃ @KPꢕJꢃ#6ꢃꢈꢀꢈꢌꢐꢈꢅꢃ-I<C@D@E8IPꢃꢑL;><K -8><ꢃꢋꢆ

8.2 Attachment 3 - Exhibit to City and EMID Resolutions - Financial and Personnel Summaries

577

ꢒ:EJꢁ@7ꢁꢂ@DE6Cꢁꢒ:EJꢆꢁꢒ2=:7@C?:2ꢁꢖꢁꢕDE6C@ꢁ$F?:4:A2=ꢁ >AC@G6>6?Eꢁꢑ:DEC:4E 0LDD8IPꢃF=ꢃ,G<I8K@E>ꢃ"OG<E;@KLI<Jꢃ8E;ꢃ 8G@K8Cꢃ"OG<E;@KLI<Jꢃ9Pꢃ 8K<>FIP ꢂEEL8Cꢃ,G<I8K@E>ꢃꢑL;><KꢃꢂGGIFGI@8K@FEJꢃ#FIꢃK?<ꢃ#@J:8Cꢃ6<8Iꢃ"E;<;ꢃ'LE<ꢃꢌꢀꢇꢃꢈꢀꢈꢅ ꢅꢋꢅꢅꢗꢅꢉ ꢅꢋꢅꢅꢗꢅꢉ ꢅꢋꢅꢉꢗꢅꢌ
ꢔ'')&-ꢕꢑ ')&!ꢕꢒ+ꢕꢑ )ꢕ(,ꢕ*+ꢕꢑ
"*-),6""ꢃ0"/3& "0 ꢄꢅꢈꢇꢆꢀꢊꢇꢍꢌꢊ ꢄꢃ
ꢄꢉꢀꢇꢆꢍꢊꢇꢀꢁꢊ ꢄꢃ
ꢄꢈꢇꢍꢌꢆꢇꢉꢀꢌ ꢄꢃ
ꢄꢁꢁꢇꢁꢆꢋꢇꢀꢋꢁ ꢄꢃ
ꢄꢀ
ꢅꢈꢇꢆꢋꢍꢇꢌꢍꢈꢃ
ꢊꢁꢇꢀꢋꢆꢇꢈꢁꢊꢃ
ꢁꢀꢇꢈꢈꢆꢇꢍꢋꢈꢃ
ꢁꢁꢇꢁꢆꢆꢇꢋꢁꢋꢃ
ꢄꢀ
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ꢄꢈꢇꢊꢊꢌꢇꢆꢉꢀ
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ꢃꢊꢌꢄꢆꢌꢈꢌꢆꢐꢍꢐ
ꢄꢈꢋꢇꢌꢋꢌꢇꢅꢈꢉ
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ꢄꢁꢋꢇꢊꢀꢆꢇꢋꢊꢆ
ꢃꢊꢅꢐꢆꢉꢉꢄꢆꢉꢄꢉ
@KPꢃF=ꢃ#FJK<Iꢃ @KPꢕJꢃ#6ꢃꢈꢀꢈꢌꢐꢈꢅꢃ-I<C@D@E8IPꢃꢑL;><K -8><ꢃꢊꢀ

8.2 Attachment 3 - Exhibit to City and EMID Resolutions - Financial and Personnel Summaries

578

ꢒ:EJ @7 ꢂ@DE6C ꢒ:EJ
ꢀ6?6C2= ꢂF?5 &A6C2E:?8 ꢕIA6?5:EFC6D 3J ꢑ6A2CE>6?E ꢎꢋꢋꢊꢗꢋꢊꢅꢏ ꢂ@C E96 ꢂ:D42= 062C ꢕ?565 !F?6 ꢉꢋꢆ ꢅꢋꢅꢌ
+@E2= ꢀ6?6C2= ꢂF?5 &A6C2E:?8 ꢕIA6?5:EFC6Dꢘ ꢃꢄꢈꢆꢍꢇꢊꢆꢅꢉꢅ
&16 ꢂ11,/+"6ꢙ ꢄꢍꢉꢍꢇꢌꢍꢉꢙ ꢁꢖꢁꢈꢘ ,**2+& ꢂ1&,+0ꢓ &16 )"/(ꢙ ꢄꢁꢇꢈꢅꢍꢇꢆꢋꢉꢙ ꢈꢖꢁꢈꢘ ꢂ!*&+&01/ꢂ1&3" 03 0ꢙ ꢄꢁꢇꢆꢅꢀꢇꢈꢀꢅꢙ ꢌꢖꢌꢁꢘ
&16ꢓ!&01/& 1 *ꢂ+ꢂ$"/ꢙ ꢄꢁꢇꢊꢆꢈꢇꢀꢈꢉꢙ ꢌꢖꢈꢈꢘ
,2+ &)ꢓꢑ,ꢂ/!ꢙ ꢄꢅꢉꢀꢇꢆꢁꢀꢙ ꢀꢖꢋꢋꢘ
#&+ꢂ+ &ꢂ) 0"/3& "0ꢙ ꢄꢁꢇꢋꢊꢊꢇꢀꢀꢌꢙ ꢌꢖꢀꢉꢘ
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#&/"ꢙ ꢄꢁꢁꢇꢍꢊꢍꢇꢆꢈꢈꢙ ꢁꢆꢖꢆꢈꢘ ,**2+&16 !"3"),-*"+1ꢙ ꢄꢅꢇꢉꢆꢊꢇꢌꢍꢁꢙ ꢋꢖꢊꢅꢘ ,2+ &)ꢓꢑ,ꢂ/! &16ꢓ!&01/& 1 *ꢂ+ꢂ$"/
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8.2 Attachment 3 - Exhibit to City and EMID Resolutions - Financial and Personnel Summaries

579

ꢒ:EJꢁ@7ꢁꢂ@DE6Cꢁꢒ:EJꢆꢁꢒ2=:7@C?:2ꢁꢖꢁꢕDE6C@ꢁ$F?:4:A2=ꢁ >AC@G6>6?Eꢁꢑ:DEC:4E 0LDD8IPꢃF=ꢃ$<E<I8Cꢃ#LE;ꢃꢂGGIFGI@8K@FEJꢃꢎꢀꢀꢁꢐꢀꢀꢌꢏ
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8.2 Attachment 3 - Exhibit to City and EMID Resolutions - Financial and Personnel Summaries

580

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8.2 Attachment 3 - Exhibit to City and EMID Resolutions - Financial and Personnel Summaries

581

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8.2 Attachment 3 - Exhibit to City and EMID Resolutions - Financial and Personnel Summaries

582

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8.2 Attachment 3 - Exhibit to City and EMID Resolutions - Financial and Personnel Summaries

583

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8.2 Attachment 3 - Exhibit to City and EMID Resolutions - Financial and Personnel Summaries

584

ATTACHMENT 4 - SUMMARY OF EXPENDITURE REVISIONS AND FY2023-24 TOTAL APPROPRIATIONS BY FUND TYPE Summary of Expenditure Revisions Since the May 8, 2023 FY 2023-24 Preliminary Budget Revisions, June 5, 2023 Revisions, June 20, 2023 Cumulative Revisions Preliminary
Expenditures,
excluding
Transfers Out
Budget Study
Session
May 8, 2023
56,377,887
-
Cost of
Management
Compensation
and Benefits
Plan
Total
Revisions
since
May 8, 2023 June 20, 2023
1,889,182
328,000
Cost of POA
MOU
Other
Revisions
Total
Revisions
Other
Revisions
Total
Revisions
1,345,888
-
Final Budget
Fund Fund Name
001 General Fund 564,516
-
(21,222)
328,000
543,294
328,000
1,351,923
-
(6,035) 58,267,069
328,000005 Community Benefits Fund
Drug Abuse Resist Education/Opioid
006 Settlement Fund
114 CalOPPS Special Revenue Fund
139 Workforce Housing Fund
401 Water Enterprise Fund
451 Wastewater Enterprise Fund
501 Vehicle Internal Service Fund
504 Information Technology Internal Service Fund
505 Building Maintenance Internal Service Fund
Totals
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
10,973
1,435
78,201
89,496
23,286
66,139
29,216
1,650,669
17,766 17,766
10,973
1,435
78,201
89,496
23,286
66,139
29,216
1,662,400
20,600
769,976
384,752
17,804,401
9,848,290
1,434,770
2,825,130
2,926,810
17,766
10,973
1,435
78,201
89,496
23,286
66,139
29,216
2,533,694
38,366
780,949
386,187
17,882,602
9,937,786
1,458,056
2,891,269
2,956,026
-
-
-
-
-
-
-
564,516 306,778 871,294 11,731
Revision Details:
001 Remove City Attorney Travel
001 Increase C/CAG Administrative Costs
Decrease in Fire OES JPA/Emergency
Services Council FY 2023-24 budget to
001 $50,089
(750)
439
(20,911)
(21,222)Total Revisions - Fund 001
Community Benefits Fund - RPPG
005 advocacy/grant writing 78,000
005 Community Benefits Fund - Entry monuments
Total Revisions - Fund 005
250,000
328,000
Police Dept - Remove Cordico Subscription
(001-0630-421-4255). Budget already
001 included in Wellness line (001-0630-421-4251)
Fire Department - Adjustment to adopted SMC
001 Fire Budget Allocation to Foster City
Total Revisions - Fund 001
(8,500)
2,465
(6,035)
Opioid Settlement Program. Increase amount
to be reallocated to the County for opioid
006 settlement funds received 17,766
Total Revisions - Fund 006
FY 2023-24 Total Appropriations by Fund Type
General Fund (Funds 001 to 003)
General Fund - Designated (Funds 005 to 012)
Special Revenue Funds
Amount
58,267,069
404,163
% of Total

45.1%

0.3%
Debt Service Fund (Levee GO Bonds)
Capital Improvement Project Funds(City)
Enterprise Funds (includes Operating, CIP, and WWTP Debt) Internal Service Funds
4,854,549
5,349,188
4,080,000
45,199,693
10,352,640
828,051

3.8%

4.1%

3.2%

34.9%

8.0%Agency Funds
Total - All Funds 0.6%
129,335,353 100.0%

8.2 Attachment 4 - Revisions to the FY 2023-24 Preliminary Budget Presented on May 8, 2023

585

Revised General Fund (Funds 001 to 003) Five-Year Financial Plan as of June 20, 2023 Projected
2022-23 2023-24 2024-25 2025-26 2026-27 2027-28
Total Revenues 58,848,482 57,946,287 61,220,893 60,713,943 62,905,285 64,894,235 Expenditures 54,144,472 58,267,069 62,004,497 63,024,777 64,610,110 65,246,284 Net revenues over (under) expenditures before transfers 4,704,010 (320,782) (783,604) (2,310,834) (1,704,825) (352,049) Net Transfers In (Out) (3,478,713) (6,000,000) (6,000,000) (6,000,000) (6,000,000) (6,000,000) 1,225,297 (6,320,782) (6,783,604) (8,310,834) (7,704,825) (6,352,049) American Rescue Plan Act Relief (ARPA) 4,054,920 - -
-
-
-
5,
280,217 (6,320,782) (6,783,604) (8,310,834) (7,704,825) (6,352,049) Opening Fund Balance 44,019,375 49,299,592 42,978,810 36,195,206 27,884,372 20,179,547 Ending Fund Balance (Reserves) 49,299,592 42,978,810 36,195,206 27,884,372 20,179,547 13,827,498

84.6% 69.3% 57.4% 43.2% 30.9% 20.8%
Net Increase (Decrease) in Fund Balance Excluding ARPA
Net Surplus (Deficit)
Reserve Balance as % of Next Year's Operating
Expenditures
City of Foster City, California
General Fund (Funds 001 to 003)
Revised Five-Year Financial Plan FY 2023-24 to FY 2027-28 |--------------------------Five Year Financial Plan-----------------------------|

8.2 Attachment 5 - Revised General Fund (Funds 001 to 003) 5-Year Financial Plan

586

DATE: June 20, 2023

TO: Mayor and Members of the City Council
VIA: Stefan Chatwin, City Manager
Marlene Subhashini, Assistant City Manager

FROM: Francine Magno, Senior Engineer
Paul Nagengast, Project Advisor, Regional Government Services DEPARTMENT: Public Works
SUBJECT: CONTRACT AMENDMENT NO. FIVE (5) IN THE AMOUNT OF $388,000 WITH SCHAAF & WHEELER CONSULTING CIVIL

ENGINEERS FOR PHASE III SERVICES FOR THE LEVEE

PROTECTION PLANNING AND IMPROVEMENTS PROJECT
(CIP 327-657)

RECOMMENDATION
It is recommended that the City Council adopt the attached resolution authorizing the Mayor to execute Contract Amendment No. Five (5) to Phase III – Bidding, Construction Support Services and Project Closeout (Phase III) contract with Schaaf & Wheeler Consulting Civil Engineers (S&W) in the amount of $388,000 for the Levee Protection Planning and Improvements Project (CIP 327-657).

EXECUTIVE SUMMARY
The various subconsultants to S&W Phase III contract with Foster City for the Levee Improvements Project (Project) have been performing additional work not anticipated or included in the scope of work for Project construction support services. Funds in the Not-to-Exceed amount of $388,000 are being requested for S&W to continue Project related work through Project completion in January 2024.

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BACKGROUND
The Project’s design team consists of S&W and its various subconsultants that include Biggs Cardosa Associates – structural engineering, ENGEO – geotechnical, Wilsey Ham – land surveying, Bellinger-Foster-Steinmetz (BFS) – landscape architectural, and Huffman-Broadway Group (HBG) – environmental regulatory and permitting. S&W has three contracts with the City to cover the design team scope through the various stages of the project including:

1. Phase 1 – Preliminary Design and CEQA (closed contract)

2. Phase 2 – Final Design and Permitting (closed contract)

3. Phase 3 – Construction Support (ongoing contract)
Additional information regarding the Phase 1-3 contracts, including scope, are attached to this report.

The Phase 3 contract is the only ongoing contract of the three identified above. City Council adopted Resolution No. 2020-130 authorizing the Mayor to execute an agreement with S&W, in an amount not-to-exceed $2,600,000 for the Phase 3 services on November 16, 2020. On May 3 and May 17, 2021 and April 4 and December 5, 2022, the City Council approved Contract Amendments Nos. 1, 2, 3, and 4 in the amounts of $46,725, $162,000, $400,000 and $760,000 respectively, adding to the contract the design of interpretive signage and providing continued environmental monitoring for the Project.

Phase III Contract Amendment No. 1 (CA #1)
On May 3, 2021, the City Council adopted Resolution No. 2021-49 authorizing the Mayor to execute CA #1 to Phase III contract with S&W in the amount of $46,745 for the development of interpretive signage required as part of the BCDC permit for the Project.

BCDC required the design and installation of interpretive signage to be integrated into the levee pathway. BFS, the landscape architect included in the S&W Phase III contract, submitted a proposal for this task for content development and artwork design for six (6) interpretive panels including planning of the sign locations along the new levee pedway which was outside of their original scope of work.

Phase III Contract Amendment No. 2 (CA #2)
On May 17, 2021, the City Council adopted Resolution No. 2021-65 authorizing the Mayor to execute CA #2 to Phase III contract with S&W in the amount of $162,000 for environmental work related to the Project.

HBG, the environmental subconsultant to S&W had been performing rail bird nesting surveys and Project environmental observation and consultation during the construction of the Project. Additional services were needed for HBG to continue biological monitoring activities in accordance with various permitting agencies to remain in environmental

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compliance through December 2021. CA #2 did not include surveying nesting rail birds for the 2022 season because the extent of necessary surveys were not known at the time.

Phase III Contract Amendment No. 3 (CA #3)
On April 4, 2022, the City Council adopted Resolution No. 2022-34 authorizing the Mayor to execute CA #3 to Phase III contract with S&W in the amount of amount of $400,000 for environmental monitoring, design review and out of scope Project work. At the May 17, 2021 meeting, the Council was advised that the environmental monitoring work included as part of CA #2 would be sufficient only through calendar year 2021. It was determined that the project required continued environmental monitoring and additional construction related support service work to be completed in 2022.

CA #3 addressed the additional level of effort required by the design team to perform the necessary support services during the construction phase of the Project through the end of 2022. The bulk of CA #3 was related to the environmental compliance/monitoring performed by HBG. HBG’s scope of work consists of regulatory compliance oversight, agency coordination and reporting, baseline mitigation monitoring (i.e., preconstruction conditions), annual protocol surveys for nesting rails, and periodic site visits with a frequency of one per month included in the scope and budget.

In the interest of keeping the Project on time and within budget and avoiding costly delays to the Contractor in the absence of required monitoring prior to and during their work activities, HBG was requested to provide the often-daily monitoring activities on an as- needed basis. Out of scope work included biological training to the Contractor and Construction Management team, construction monitoring, and public outreach efforts not originally anticipated. There were also changes in the U.S. Fish and Wildlife Service rail survey protocols, changes in the number of samples required for nesting sites, and changes in the survey locations.

The Staff Report noted that “Staff believes it prudent to provide the funding through December 2022 only. Staff will request additional funds for 2023 if necessary, based upon the amount of work the Contractor still needs to complete”.

Phase III Contract Amendment No. 4 (CA #4)
On December 5, 2022, the City Council adopted Resolution No. 2022-34 authorizing the Mayor to execute CA #4 to Phase III contract with S&W in the amount of amount of $760,000 for additional work not anticipated or included in the scope of work for Project construction support services.

At the April 4, 2022 meeting, the City Council was advised that the environmental monitoring work included as part of CA #3 would be sufficient only through calendar year 2022. Staff further advised City Council that due to no contingency monies authorized for S&W Phase III contract, amendments as necessary would be recommended to City Council for authorization of sufficient monies to complete the known additional items of

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work. It was determined that the project required continued environmental monitoring and additional construction related support services work through 2023 to the Project completion in January 2024.

Similar to CA #3, the bulk of the work under CA #4 was related to the environmental compliance/monitoring performed by HBG. It should be noted that CA #4 did not include any additional protocol surveys in 2023 by HBG for nesting rails. At the time, staff anticipated that the Contractor would complete any restricted construction related work in Phase 1 by February 1 and would not require the surveys to restart restricted work in Phase 1 prior to September 1.

ANALYSIS
When CA #4 for S&W Phase III contract was executed, it was anticipated the amount would be sufficient through completion of the Project to January 2024. Given that the S&W Phase III Contract did not include any contingencies (typically 10-15% of the total contract amount), it was understood that any changes to the scope of work as necessary would be brought forward to Council in the form of an amendment for consideration prior to exhausting the not-to-exceed contract amount. Based on Council direction, it was fiscally prudent to request Council authorization for additional monies when additional or out-of-scope work was anticipated in lieu of requesting a contingency or additional contract monies in advance.

Even though it was anticipated that the CA #4 would be sufficient through Project completion date, several factors have affected the assumptions made for the CA #4 amount since approval in December 2022. These factors are outlined below and further explained below:
•The level of effort necessary for biological monitoring on the Project was never formally defined for the construction as a whole. The need and frequency has been evaluated with what was known at the time the scope was estimated with CA #2-4.
•The unanticipated ‘atmospheric river’ storm events experienced this past storm season required ENGEO to perform extra work to ensure the structural integrity of the levee system subsequent to these storm events.
•The approval by BCDC for the contractor to perform ‘light construction’ subsequent to February 1 in Phase I was unanticipated by City staff and HBG.

The approval required the presence of a biological monitor more frequently than expected while performing work in the Phase 1 subsequent to February 1, Noise levels.
•The accelerated schedule resulted in the stacking of multiple activities/locations requiring additional HBG staffing. Instead of 1 monitor needed at one location on a given day, multiple monitors were needed to cover multiple locations of work that required monitoring. The same monitor could not bounce back between locations. They must be present at all times.

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HBG services as a biological monitor was not in the original scope of work under S&W Phase III contract approved by City Council on November 16, 2020. The biological monitoring was a strict requirement by BCDC to ensure compliance with the BCDC permits. Given that this would involve a considerable effort, staff had indicated that there would be a separate staff person or the City would contract for those services. Due to the pandemic and staffing turnover, no direct contract with an environmental consultant was approved nor any staff person properly trained to provide the environmental monitoring/observation services was identified. As a result, during the course of construction, HBG had been asked to perform these services as needed. Previous amendments to S&W reflected the costs associated with these services.

The 2022-23 storm season delivered a series of atmospheric rivers not experienced in previous years of the Project. While most of the Project’s earth work had been significantly completed prior to this storm season, there were some earthen levees that experienced degrees of failure due to their incomplete status. It was necessary for ENGEO to provide additional work to re-examine any potentially compromised section of levee or earth work for the trail behind sheet pile or concrete levees subsequent to the storm events. The majority of damage to levees from the storm events was to the earthen levees near Shorebird Park. While the amount of time ENGEO experienced reevaluating any compromised earthen locations due to the rain events was not enormous, it did require work not anticipated by ENGEO.

ENGEO’s estimated cost for the scope of work anticipated along a 6.5-mile work zone of earth work was at the time of S&W Phase III contract approval reasonable but difficult to estimate accurately. Additional work experienced by ENGEO during the Project construction included various redesigns from unknown material below earthen grade or change orders to redesign levee locations for ENGEO review.

Shimmick has been working to open portions of the trail by agreed to phased milestone dates for Phase I, March 27 (South end of Project to Shorebird Park), Phase II, May 31 (Shorebird Park to San Mateo Bridge), and Phase III July 31 (San Mateo Bridge to north of Mariners Point). At the time when CA #4 was considered, staff had assumed Phase I to be completed by February 1 (start of restricted work area due to bird nesting requirements), and any minor remaining work would be completed outside of bird nesting window after September 1. However, BCDC permitted the contractor to continue construction after February 1. The approval by BCDC required the presence of a biological monitor more frequently than anticipated.

The overlapping of construction activities in Phase I by the contractor required HBG to have multiple monitors to cover multiple locations concurrently during the contractors’ work activities subsequent to February 1. Even though it is the same amount of work by the contractor just in a condensed period of time, it caused HBG inefficiencies trying to

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be attentive to the contractor to meet the expeditious opening of the trail by agreed to milestone dates.

Staff reviews invoices by S&W to determine trends in expenditures for monthly burn rates to predict available funding remaining in the contract budget. Invoices can be submitted a month or two after work has been completed so consultant burn rates to predict funding availability can experience some real time lag. Staff had noticed the downward trend for burn rates for S&W for early 2023 invoices and was trying to determine if the downward trend would continue through to summer 2023 before raising any budgetary concerns.

Staff had anticipated that the work by HBG and ENGEO would even out as the Project neared completion. However, the S&W Phase III contract burn rates have stayed steady and not declined further as assumed when work by ENGEO and other subconsultants would decrease. Essentially work performed by ENGEO and HBG is ongoing. Staff believes CA #4 approved in December 2022 was a conservatively low estimate with the intention of requesting additional monies only when it is warranted. The previous amendment amount did not provide much flexibility in the event of unknowns.

The bulk of Contract Amendment No. 5 (CA #5) is related to the environmental compliance/monitoring performed by HBG and the geotechnical and materials observation and testing performed by ENGEO. Both ENGEO’s and HBG’s remaining services will adhere to the strict requirements of the Project contract specifications and regulatory permits. Additional controls have been implemented to monitor HBG’s services.

CA #5 in the amount of $388,000 to the Phase III Contract will ensure there is sufficient funding for S&W and their subconsultants to continue providing necessary construction support services through 2023 to Project completion in January 2024. Given the out of scope and additional effort items identified above, staff is recommending approval of CA #5.

CALIFORNIA ENVIRONMENTAL QUALITY ACT
An Environmental Impact Report was prepared for the Levee Protection Planning and Improvements Project (State Clearinghouse No. 2016012012).

FISCAL IMPACT
With the execution of CA #5, the revised contract amount is $4,346,745:

Phase III Contract $2,600,000
Contract Amendment #1 $ 46,745
Contract Amendment #2 $ 162,000
Contract Amendment #3 $ 400,000
Contract Amendment #4 $ 760,000
Contract Amendment #5 $ 388,000

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Revised Contract Amount $4,356,745
Adequate funding has been provided for this Project from the Project budget (CIP 327- 657).

CITY COUNCIL VISION, MISSION, AND VALUE/PRIORITY AREA
Facilities and Infrastructure
ATTACHMENTS:

Attachment 1 – Resolution
Attachment 2 – Schaaf & Wheeler Contract Amendment No. Five (5) Attachment 3 – Schaaf & Wheeler Phase I Agreement
Attachment 4 – Schaaf & Wheeler Phase II Agreement
Attachment 5 – Schaaf & Wheeler Phase III Agreement

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9 6
5 RESOLUTION NO. __________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FOSTER CITY AUTHORIZING THE MAYOR TO EXECUTE CONTRACT AMENDMENT NO. FIVE (5) IN THE AMOUNT OF $388,000 WITH SCHAAF & WHEELER CONSULTING CIVIL

ENGINEERS FOR PHASE III SERVICES FOR THE LEVEE PROTECTION PLANNING AND IMPROVEMENTS PROJECT (CIP 327-657) AND FINDING THAT THIS IS

CONSISTENT WITH THE CERTIFIED AN ENVIRONMENTAL IMPACT REPORT THAT

WAS PREPARED FOR THE LEVEE PROTECTION PLANNING AND IMPROVEMENTS PROJECT (STATE CLEARINGHOUSE NO. 2016012012)

CITY OF FOSTER CITY
WHEREAS, on November 16, 2020, the City Council adopted Resolution 2020- 130 authorizing a Contract Agreement with Schaaf & Wheeler Consulting Civil Engineers in an amount no-to-exceed $2,600,000 for the Phase III – Bidding, Construction Support Services and Project Closeout (Phase III) contract for the Levee Protection Planning and Improvements Project (CIP 327-657); and
WHEREAS, on May 3, 2021, the City Council adopted Resolution 2021-49 authorizing Amendment No.1 to Phase III contract with Schaaf & Wheeler Consulting Civil Engineers in the amount of $46,745 for interpretive signage; and WHEREAS, on May 17, 2021, the City Council adopted Resolution 2021-65 authorizing Amendment No. 2 to Phase III contract with Schaaf & Wheeler Consulting Civil Engineers in the amount of $162,000 for environmental monitoring required by regulatory agencies; and
WHEREAS, on April 4, 2022, the City Council adopted Resolution 2022-34 authorizing Amendment No. 3 to Phase III contract with Schaaf & Wheeler Consulting Engineers in the amount of $400,000 for environmental monitoring, design review and out of scope Project work; and
WHEREAS, on December 5, 2022, the City Council adopted Resolution 2022-140 authorizing Amendment No. 4 to Phase III contract with Schaaf & Wheeler Consulting Engineers in the amount of $760,000 for design review, prepare irrigation plans for Project adjacent Homeowners Associations and additional environmental monitoring services; and
WHEREAS, the Levee Improvements Project continues to require various sub- consultants to Schaaf & Wheeler Phase III contract to perform additional work not anticipated or included in the scope of work of the Phase III contract; and WHEREAS, Contract Amendment No. Five (5) in the amount of $388,000 would provide for the required services for Schaaf & Wheeler to continue Project review,

8.3 Attachment 1 - Resolution

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9 6
5 geotechnical and materials observation and testing and additional environmental monitoring services through Project completion; and
WHEREAS, on May 8, 2017, the City Council certified and approved the Final Environmental Impact Report for the Levee Protection Planning and Improvements Project (CIP 327-657) - (State Clearinghouse No. 2016012012); and WHEREAS, funding is available in the approved project budget for the Levee Protection Planning and Improvements Project (CIP 327-657).

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

The Mayor to execute Contract Amendment No. Five (5) to Phase III contract with Schaaf & Wheeler Consulting Civil Engineers in the amount of $388,000 to continue Project review, geotechnical and materials observation and testing and additional environmental monitoring services through Project completion for the Levee Protection Planning and Improvements Project (CIP 327-657).

PASSED AND ADOPTED as a resolution of the City Council of the City of Foster City at the special meeting held on the 20th day of June 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

JON FROOMIN, MAYOR
ATTEST:

PRISCILLA SCHAUS, CITY CLERK

8.3 Attachment 1 - Resolution

595

CITY OF FOSTER CITY
CONTRACT AMENDMENT NO. FIVE (5)
DATE: June 20, 2023 Account No.: 327-0910-657-4251
PROJECT: LEVEE PROTECTION PLANNING AND IMPROVEMENTS PROJECT (CIP 327-657)
TO: SCHAAF & WHEELER CONSULTING CIVIL ENGINEERS
Based on mutual agreement, the following work is hereby included in the Agreement dated November 16, 2020.

CHANGE REQUESTED BY: Schaaf & Wheeler and City of Foster City ORIGINAL CONTRACT AMOUNT $2,600,000
CONTRACT AMENDMENT NO. ONE (1) Apprvd. 05-03-2021
CONTRACT AMENDMENT NO.TWO (2) Apprvd. 05-17-2021
CONTRACT AMENDMENT NO. THREE (3) Apprvd. 04-04-2022
CONTRACT AMENDMENT NO. FOUR (4) Apprvd. 12-05-2022
$ 46,745

$ 162,000
$ 400,000
$ 760,000
Additional work included in Contract Amendment #5:

Env Coordination & Observations, Geotechnical Observations & Testing

$ 388,000

REVISED CONTRACT AMOUNT

$4,356,745
We, the undersigned consultant, have given careful consideration to the work proposed and hereby agree, if this proposal is approved, to provide all equipment, furnish all materials except as may otherwise be noted above, and to perform all services necessary for the work above specified, and to accept as the Not to Exceed amounts the prices shown above.

8.3 Attachment 2 - Schaaf & Wheeler Contract Amendment No. Five (5)

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CITY OF FOSTER CITY

CONSULTANT: SCHAAF & WHEELER CONSULTING CIVIL

ENGINEERS
CHARLES D. ANDERSON DATE

PRESIDENT
APPROVAL RECOMMENDED:

STEFAN CHATWIN DATE

CITY MANAGER
APPROVAL FOR CITY:

JON FROOMIN DATE
MAYOR
ATTEST:

BY:

PRISCILLA SCHAUS

CITY CLERK

APPROVED AS TO FORM
BY:

BENJAMIN L. STOCK

CITY ATTORNEY

8.3 Attachment 2 - Schaaf & Wheeler Contract Amendment No. Five (5)

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ORIGINAL

AGREEMENT TO PROVIDE PRE-DESIGN, REGULATORY PERMITTING AND

OTHER PROFESSIONAL ENGINEERING SERVICES
FOR

LEVEE PROTECTION PLANNING AND IMPROVEMENTS PROJECT
(CIP 301-657)
This Agreement is made and entered into as of the 8 th day of September, 2015 by and between the City of Foster City hereinafter called "CITY" and Schaaf and Wheeler Consulting Engineers hereinafter called "CONSULTANT".

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

A. That CITY desires to engage CONSULTANT to render certain professional services in the CITY;
B. That CONSULTANT is qualified to provide such services to the CITY and; C. That the CITY has elected to engage the services of CONSULTANT upon the terms and conditions as hereinafter set forth.

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

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

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

2. Term; Termination. (a) The term of this Agreement shall commence upon the date hereinabove written and shall expire upon completion of performance of services hereunder by CONSULTANT. (b)
Notwithstanding the provisions of (a) above, either party may terminate this Agreement without cause by giving written notice not less than ten (10) days prior to the effective date of termination, which date shall be included in said notice. In the event of such termination, CITY shall compensate CONSULTANT for services rendered, and reimburse Q:\PubWorks\CIP 's\657 - Levee Protection Planning and Improvements\2.0 - Staff Reports & City Actions\090815AS_ Agreement - Schaaf & Wheeler Consulting Engineers.docx

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CONSULTANT for costs and expenses incurred, to the date of termination, calculated in accordance with the provisions of paragraph 3.

In ascertaining the services actually rendered to the date of termination, consideration shall be given both to completed work and work in process of completion. Nothing herein contained shall be deemed a limitation upon the right of CITY to terminate this Agreement for cause, or otherwise to exercise such rights or pursue such remedies as may accrue to CITY hereunder.

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

Notwithstanding the foregoing, the combined total of compensation and reimbursement of costs payable hereunder shall not exceed the sum eight-hundred-eighty-seven thousand, six-hundred-forty-four dollars ($887,644) 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 City Manager (for contracts less than $30,000) or City Council (for contracts $30,000 or more) evidenced by motion duly made and carried.

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

4. Additional Services. In the event CITY desires the performance of additional services not otherwise included within the services described in Exhibit A, such services shall be authorized in advance of the performance thereof by CITY's City Manager (for contracts less than $30,000) or City Council (for contracts $30,000 or more) by motion duly made and carried. Such amendment to this Agreement shall include a description of the services to be performed thereunder, the maximum compensation and reimbursement of costs and expenses payable therefor, the time of performance thereof, and such other matters as the parties deem appropriate for the accomplishment of such services. Except to the extent modified by written amendment, all other terms and Q:\PubWorks\CIP's\657 - Levee Protection Planning and Improvements\2.0 - Staff Reports & City Actions\090815AS_ Agreement - Schaaf &Wheeler Consulting Engineers.docx

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conditions of this Agreement shall be deemed incorporated in each such amendment.

5. Records. 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 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.

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

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

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

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

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

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

The duty of CONSULTANT to indemnify and save harmless, as set forth herein, shall include the duty to defend as set forth in Section 2778 of the California Civil Code; provided, however, that nothing herein contained shall be construed to require CONSULTANT or any of its subconsultants to indemnify CITY and Estero Municipal Improvement District, its Council, boards, commissions, officers, employees and agents against any responsibility or liability in contravention of Section 2782 of the California Civil Code.

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

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

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

Insurance Category Minimum Limits
Workers' Compensation statutory minimum
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Employer's Liability $1,000,000 per accident for bodily injury or disease
Commercial General Liability $1,000,000 per occurrence and $5,000,000 aggregate for bodily injury,
personal injury and property damage
Automobile Liability
1Professional Liability
Required of CONSULTANT and/or
subconsultants when vehicles owned
and/or operated in furtherance of work
required by this Agreement:
$1,000,000 per accident for bodily injury
and property damage (coverage
required to the extent applicable to
CONSULTANT's vehicle usage in
performing services hereunder)
$2,000,000 per claim and aggregate
It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to the CITY as an Additional Insured. Furthermore, the requirements for coverage and limits shall be the greater of either (1) the minimum coverage and limits specified in this Agreement or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named Insured.

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

CONSULTANT shall require all subcontractors to provide a valid 1 Note: Professional liability insurance coverage is not required if the contractor/vendor/consultant is not providing a service regulated by the state. (Examples of service providers regulated by the state are insurance agents, professional engineers, doctors, certified public accountants, lawyers, etc.) Please check and initial the following if professional liability is NOT required for this agreement.

Recommended [Project Manager] o Approved [Risk Manager] Q:\PubWorks\CIP's\657 - Levee Protection Planning and Improvements\2.0 - Staff Reports & City Actions\090815AS_ Agreement - Schaaf & Wheeler Consulting Engineers.docx

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certificate of insurance and the required endorsements included in the subcontract agreement and will provide proof of compliance to the CITY prior to commencement of any work by the subcontractor. A copy of the indemnity and insurance provisions of this Agreement shall be furnished to any subcontractor upon request.

Concurrently with the execution of this Agreement, CONSULTANT shall, on the Insurance Coverage form provided in Exhibit C, furnish CITY with certificates and copies of information or declaration pages of the insurance required hereunder and, with respect to evidence of commercial general liability insurance coverage, original endorsements:
(a) Precluding cancellation or reduction in per occurrence limits before the expiration of thirty (30) days (10 days for nonpayment) after City shall have received written notification of cancellation in coverage or reduction in per occurrence limits by first class mail; (b) Naming the City of Foster City and Estero Municipal Improvement District, its Council, officers, boards, commissions, employees, and agents, as additional insureds; and
(c) Providing that CONSULTANT's insurance coverage shall be primary insurance with respect to CITY and Estero Municipal Improvement District, its Council, officers, boards, commissions, employees, and agents, and any insurance or self-insurance maintained by CITY for itself, its Council, officers, boards, commissions, employees, or agents shall be in excess of CONSULTANT's insurance and not contributory with it.

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

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

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

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

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

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

14. NON-DISCRIMINATION. The CONSULTANT will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. The CONSULTANT will take affirmative action to insure 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 setting forth the provisions of this non-discrimination clause.

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

CITY: City of Foster City
610 Foster City Boulevard
Foster City, CA 94404-2299
Attention: Allan Shu, Senior Civil Engineer
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CONSULTANT: Schaaf & Wheeler Consulting Civil Engineers 1171 Homestead Road, Suite 255
Santa Clara, CA 95050-5485
(408) 246-4848
Attention: Charles D. Anderson, President

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

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

18. Validity. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.

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

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

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

22. Entire Agreement. This Agreement, including Exhibit A, B and C, comprises the entire Agreement.

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

CITY OF FOSTER CITY
Dated: /1)/ 11 11
Art iesel, Mayor
Dated: 10/cf
Dated:

ATTEST:

Doris L. Palmer, City Clerk
Dated:

D. Gdii„,tt
Charles D. Anderson, President
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EXHIBIT A

SCOPE OF WORK AND SCHEDULE
FOR

LEVEE PROTECTION PLANNING AND IMPROVEMENTS PROJECT
(CIP 301-657)
Based on Federal Emergency Management Agency's (FEMA) coastal flood hazard study, roughly 85 percent of Foster City's levee system does not meet the required freeboard elevation per Title 44 of the Code of Federal Regulations (CFR), section

65.10 and therefore, the levee will not retain accreditation status when the Flood Insurance Rate Map (FIRM) is updated in mid-2016. The general scope of services include planning and pre-design work necessary to prepare plans and specifications and CEQA documents for construction to raise the levee surrounding the majority of the outer perimeter of Foster City to regain FEMA accreditation. With accredited levee protecting Foster City, residents will not be required to purchase mandatory flood insurance annually.

The following consultants are part of the project team working on the project.

Project Team
Firm
Schaaf & Wheeler Consulting Civil Engineers
1171 Homestead Road, Suite 255
Santa Clara, CA 95050
ENGEO
6399 San Ignacio Avenue, Suite 150
San Jose, CA 95119
Biggs Cardosa Associates
865 The Alameda
San Jose, CA 95126
Bellinger-Foster-Steinmetz
445 Sherman Avenue
Palo Alto, CA 94306
Wilsey-Ham
3130 La SeIva Street, Suite 100
San Mateo CA 94403
Huffman-Broadway Group
828 Mission Avenue
San Rafael, Ca 94901
Contact
Charles D. Anderson, P
408-246-4848
[email protected]
Janet Kan, G.E., C.E.G.
408-574-4900
[email protected]
Anthony Notaro, P.E.
408-296-5515
[email protected]
Adit Paul, ASLA, CLA
650-326-6622
[email protected]
Ken Moore, L.S.
650-286-8414
[email protected]
Terry Huffman, PhD
415-925-2000
[email protected]
Project Roles
Project Management
Civil design
Contract documents
Levee accreditation
Construction support
Geotechnical investigation
Geotechnical engineering
Levee accreditation
Construction support
Structural Engineering
Construction support
Landscape architecture
Trail design
Construction support
Surveying
Base mapping
Rights-of-way
Biological assessment
Wetland delineation
Regulatory permitting
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Detailed scope of services are described below. Consultant's work will culminate in a Basis of Design Report suitable for preparation of construction documents. The preparation of construction documents is not included in this agreement. It is anticipated that the design and construction will follow in FY 2016/17 and construction is expected to be complete in FY 2020/21.

DETAILED SCOPE OF SERVICES
Task 1.1 Meetings and Coordination
This task includes ongoing project coordination, coordination of all sub-consultants, and project coordination with the City of Foster City (City), City of San Mateo, County of San Mateo (County), FEMA, and coordination with other agencies not specifically tasked elsewhere.

Task 1.1.1 — Meetings
• Preparation of agenda and attendance at kickoff meeting. • Preparation of agenda and attendance at FEMA coordination meeting. • Preparation of agenda and attendance at initial City/Council coordination meeting.
• Preparation of agenda and attendance at CEQA/permitting coordination meeting that will also include City's environmental consultant. • Progress meetings with City and County (assume 12).
• Prepare and submit all meeting minutes to City for review.

Task 1.1.2 — Coordination
• General project coordination.
• Preparation of monthly invoices and progress summaries. • Prepare and submit to City project budget and schedule tracking. • Direct sub-consultants as necessary to complete their indicated project tasks. • Review and manage sub-consultant invoices and incorporate into monthly invoices.
• Arrange access for geotechnical borings, site surveys and other investigations. • Coordination to obtain environmental regulatory guidance for planning and conducting all surveying, mapping and geotechnical investigations within sensitive habitats and around sensitive species.
• Project Manager's Memorandum outlining all analytical and field criteria. • Mapping standards and datums.
• Boundaries for mapping and analysis by discipline.
• Establish required levee elevations by levee reach.

Task 1.2 Levee Reconnaissance
The macro assessment levee "walk downs" with the project design team, City representatives, regulatory agency staff and other interested and invited stakeholders C):\PubWorks\CIP's\657 - Levee Protection Planning and Improvements\2.0 - Staff Reports & City Actions\090815AS_ Agreement - Schaaf &Wheeler Consulting Engineers.docx

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and provide a baseline visual inventory of potential issues for the Foster City Levee Improvement Project. The purpose of performing the walk downs early in the project is to allow the project team and City as much time as possible to address discovered issues before embarking on design development and regulatory permitting tasks. One walk down will be performed by the Consultant's civil engineers, geotechnical engineers, biologists and landscape architects to vet potential design issues and select field exploration locations based on levee characteristics and access. A second walk down will be performed by the Consultant's civil engineers and biologists in conjunction with staff from the regulatory agencies with permit jurisdiction. Upon completion of the walk downs, the project team will meet with the City to discuss the observed issues.

Task 1.2.1 — Visual Levee Assessment
Using stationing along the top of the Foster City levee system previously completed under separate contract, note observations made for:
• evidence of abnormal settlement
• erosion
• encroachments by vegetation or other improvements
• levee penetrations
• closure devices
• potential slope stability problems
• inadequate maintenance
• evidence of structural problems
• evidence of seepage
• evidence of distressed levee structures
• unauthorized access or use
• intake and ouffall structures
• animal burrows
• damaged or missing rock revetment
Task 1.2.2 — Photo-documentation
A photographic record of the existing (pre-improvement) conditions will be established by the Consultant. This record will be useful in later tasks including design development and public outreach.
• Photograph levee and adjacent areas and reference to stationing from Task

1.2.1 • Prepare descriptive text for photos and identify observed deficiencies or potential design issues.
• Gather digital photography suitable for public presentations and the preparation of photo-simulations of levee improvement alternatives.

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Task 1.2.3 — Initial Assessment Technical Memoranda
Prepare Technical Memoranda describing visual levee assessment including date, time, Consultant and sub-consultant staff present, other present, observations and photo- documentation.
• List any issues of concern including issues described in Task 1.2.1 or other issues that are apparent during the visual levee assessment. • Submit design assessment memorandum for review and comment by City. • Submit regulatory permit issues memorandum for review and comment by City, then for review and comment by the participating regulatory agencies. Based on the preliminary ecological review and site design, HBG will develop a permit strategy for obtaining authorization from federal and state agencies for the project.

Task 1.3 Surveying and Base Mapping
Wilsey Ham will provide topographic and base mapping services. Wilsey Ham will compile a strip map of the levee and bike path area for the Foster City Levees suitable for completing the design process and producing contract documents for public bid and construction. This map will be utilized as a project base map and will show the bike path, adjacent surface elevations, City property lines, levee easement lines, existing levee elevations and their relationship to the location of the adjacent private improvements. This mapping will be used throughout the project. A scope of services to provide City-wide ortho-rectified digital aerials will be furnished under separate cover.

Task 1.3.1 — Base Mapping
The "Project Area" of coverage for this site consists of strip mapping running along the existing levee beginning at the northwesterly termination point at the City of San Mateo, continuing southerly along the existing levee to the southwesterly termination point. The lateral limits of the strip will generally include the water, or toe of levee on the outboard side, and on the inboard side, the private property, the adjacent street and respective improvements. The mapping will also show the Mariner's Point Golf Center on East Third Avenue. There are some additional areas of coverage as shown on Figure 1.

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Figure 1. Limits of Base Mapping shown in Shaded Region Under this task Wilsey Ham will:

1. Research current subdivision mapping, benchmarks and records of survey for the project area.

2. Locate City monuments (+1-47) as shown on the above historical record mapping and survey their locations utilizing GPS and field survey methods. This data will be used to determine the property lines within the project area.

3. Locate enough monuments to reconstruct the City boundary and easement lines along the levee.

4. Locate historic survey points set for the current City photo base maps.

5. Coordinate the mapping to the earlier mapping utilizing the same horizontal control points as appropriate.

6. Locate City bench marks and confirm vertical data.

7. Mapping will be at 40 Scale with photogrammetric sections at 50-feet and 1-foot contour interval.

8. Vertical datum will be NAVD 88, horizontal datum will be State Plane.

9. Utilize GPS and field surveys to run a field survey for the length of the project area setting survey control and temporary bench marks on and along the sides of the bike path.

10. Set photogrammetric photo control panels.

11. Photogrammetrically show all of the adjacent fences and other private improvements within the project area.

12. Locate top of rip rap and where possible, the toe of rip rap.

13. Compute and plot the existing City boundary and City easement lines within the project area utilizing the above record maps.

14. Rectify the above property lines with the above field surveys, topographic data and survey monuments.

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15. Create a layered overlay of the above data.

16.Combine the above overlay data with the digital aerial photogrammetry and prepare final strip maps of the project area.

Wilsey Ham will meet with Schaaf & Wheeler and the City to review the initial results and determine areas that may need additional or more detailed surveys. Wilsey Ham will complete the additional surveys as directed and update the base maps and/or prepare specific plats detailing as needed, not to exceed 8 hours of surveying.

The survey will show significant existing surface features. Surface utility structures will not be field located and underground features, which are not expected within the existing levee footprint, will not be mapped unless found in the field. Property lines, rights-of-way, and easements will be mapped from existing parcel and tract maps. The base map will be checked against the field conditions to make sure all necessary features have been located.

Task 1.3.2 — Aerial Topographical Survey
American Aerial will provide aerial photography and topographic mapping of the area shown in Figure 1. The mapping area will require 40 flight cross panels with x, y, z coordinates. The deliverables under this task include:

1. Flying and photographing the site in black & white at scale 1" = 300'

2. One set of 9" x 9" black & white contact prints

3. Analytically bridge the control point data to minimize panels needed

4. AutoCAD digital data (.dwg file) mapped at a scale of 1" = 40" with 1-foot contour interval
Key Assumptions
Wilsey Ham assumes that no material discrepancies in the property lines will be uncovered, no monuments will be set and no Record of Survey will be required. The flight will be undertaken at the lowest tide possible to allow for greater shore-side coverage by photogrammetry. This can take some time for planning as the lowest time generally does not occur at mid-day when flights need to occur to minimize shadows.

The SFO flight path also complicates the scheduling of this flight.

Task 1.4 Geotechnical Investigation
A geotechnical exploration program will be performed by ENGEO to supplement available subsurface information and to evaluate the feasibility of the levee improvement schemes.

Task 1.4.1 — Fieldwork
ENGEO will collect data to supplement available existing subsurface data, which consists of 26 exploratory locations, to achieve approximately one exploratory location every 250 to 300 feet along the project limits. Drilling permits will be obtained from the San Mateo County Environmental Health Department and the exploration locations will be backfilled in accordance with permit requirements. Table 3 below summarizes the Q:\PubWorks\CIP's\657 - Levee Protection Planning and Improvements\2.0 - Staff Reports & City Actions\090815AS_ Agreement - Schaaf & Wheeler Consulting Engineers.docx

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proposed field exploration program, which includes a total of 26 supplemental exploratory locations.

Table 1: Proposed Field Exploration Program
Number Proposed
Exploration Type of Depth
Holes (feet)
Proposed
In-situ Tests
Mud Rotary Borings
Cone Penetration Test 11
80 to 100 Vane Shear
10 to 20
80 to 100 Seismic Shear Wave Velocity
10 to 20
ENGEO's field engineer/geologist will observe the drilling operations and log the subsurface conditions encountered. In-situ vane shear test in select location and seismic shear wave velocity tests at two proposed CPT locations will be performed by ENGEO.

Task 1.4.2 — Laboratory Testing
Soil samples will be obtained in mud rotary boreholes for visual classification and laboratory testing. The samples will be reexamined in ENGEO's laboratory to verify field classifications and will be tested for moisture content, dry unit weight, Plasticity Index, gradation, unconfined compressive strength, consolidation, laboratory permeability test (constant head or falling head), strength tests (Triaxial or Direct Shear) or other physical properties, as appropriate. ENGEO will perform corrosion testing on representative samples of the existing fill material and Bay Mud deposits.

Task 1.4.3 — Engineering Analysis and Report Preparation Upon completion of field exploration and laboratory testing, ENGEO will prepare a geotechnical exploration report addressing the following:
• Findings and site conditions
- Surface conditions based on site reconnaissance
- Subsurface conditions
- Groundwater conditions
- soil, potentially liquefiable soil and corrosive soil conditions • Results of engineering analysis on
- Load-induced ground settlement
- Slope stability
- Seepage
- Liquefaction and/or lateral spreading potential
• Geotechnical recommendations for
- Site preparation and grading alternatives
- Liquefaction mitigation measures
- Long-term levee fill settlement mitigation measures
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- Seepage control alternatives
- Flood wall foundation design parameters
- Sheet pile design parameters
Site Access and Utility Clearance Considerations
ENGEO assumes the borings and CPTs will be located within the pedestrian pathway of the existing levee and can be easily accessible by truck-mounted equipment. Necessary removal or unlocking of fences or gates, permission to enter the site from the current owner or leaseholder, and/or required use permits must be secured by the client prior to our field activities. If site access or weather conditions restrict their field operations, a revision to ENGEO's estimate may be necessary.

Prior to initiating subsurface exploration, ENGEO will be provided existing site improvement plans for review. Additionally, all site utilities and utility easements that are within the property boundary will be located in the field by the site facility manager. This information should be made available to ENGEO at least 5 days prior to field exploration. ENGEO will notify Underground Service Alert (USA) at least 48 hours prior to performing subsurface exploration to locate public utilities bordering the property limits. ENGEO will retain a private utility locator to clear readily identifiable, shallow utilities at the proposed boring locations. However, ENGEO or its subcontractors cannot be responsible for damage to existing utilities that are not or cannot be accurately located.

Key Assumptions
In the event potentially hazardous materials are identified visually or by odor within our exploratory borings, ENGEO will notify the City as soon as possible of such an occurrence in order to mutually decide whether to continue, modify, or cease the remainder of the field exploration program. Additional costs incurred as a result of encountering suspected hazardous materials will be charged on a time-and-expense basis over and above the estimated fee for the exploration proposed herein.

Soil cuttings will be placed in drums and disposed offsite. ENGEO will strive to remove the drums on a daily basis; however, the drums may require temporary storage at a location approved by Foster City if chemical testing is needed prior to disposal. In accordance with standard drum disposal procedure, an authorized representative from Foster City should sign the associated waste disposal paperwork as the "Generator" (owner of the site).

Task 1.5 Biologic Resources Report and Wetland Delineation The biotic assessment, prepared by Huffman Broadway Group (HBG) will be used by the City's environmental consultant to prepare CEQA documents under separate contract, inform design development (Task 1.6) and ultimately be used in the preparation of regulatory agency permit applications (Task 2.3).

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HBG will also review all survey plans and mapping, and geotechnical investigation plans, for consistency with reporting requirements of environmental regulatory agencies and compliance with environmental regulatory requirements while conducting surveys within and/or adjacent to suitable habitat for sensitive species and sensitive habitats.

Task 1.5.1 — Prepare CEQA Biological Assessment
HBG will prepare a detailed Biological Assessment report that will serve as a technical resource document for the City's documentation pursuant to the California Environmental Quality Act. The CEQA documentation for this Project is assumed to be an Environmental Impact Report. The detailed biological assessment report will include a description of existing conditions, impact evaluation and mitigation measures.

The existing conditions section will describe the nature of the site in its current state and potential biological constraints. This description will include mapping of the vegetation communities within the Project Site, results of the wetland delineation (see Task 1.5.2), and information regarding the potential presence of rare, threatened, or endangered species of flora and/or fauna on the site. The California Natural Diversity Data Base will be consulted to determine the potential for rare, threatened, or endangered plant or animal species to occur on site or in the general vicinity. The USFWS will be contacted to obtain a list of federal-listed species that may occur in the Project area.

A field reconnaissance survey wilF be conducted by HBG to inventory habitats present on the site and describe any areas that may be suitable for use by rare, threatened, or endangered plant or animal species of concern.

The CEQA biological assessment will include an evaluation of impacts to biological resources that would occur due to the proposed levee improvement project. Potential impacts to wetlands and other defined sensitive habitats will be determined, including the evaluation of potential direct loss of habitat relevant to any future permit documentation. The biological assessment will describe the extent to which the project would impact any special status species. HBG will also discuss potential reduction of the number and diversity of native plant species, introduction of new species onto the site through landscaping, loss of wildlife habitat, and disruption of wildlife use.

HBG will coordinate with the U.S. Army Corps of Engineers, U.S. Environmental Protection Agency, the USFWS, NOAA Fisheries (National Marine Fisheries Service), CDFW, BCDC and the San Francisco Bay RWQCB, as necessary and as directed by the client during the preparation of the Biological Assessment. Based on impact findings, HBG will describe feasible mitigation measures to minimize identified impacts.

Permit requirements of regulatory agencies related to biological resources (i.e., wetlands, other sensitive habitats, and special status species) will be described, and mitigation measures will be developed in the Biological Assessment to reduce ecological impacts as well as satisfy agency requirements.

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This task includes up to two rounds of revisions based on comments from the City and its environmental consultant.

Task 1.5.2 — US Army Corps of Engineers Jurisdictional Determination HBG will conduct a field investigation of the Foster City Levee Improvement Project Site based on current site conditions in order to prepare a determination of the presence of jurisdictional waters. HBG will conduct a field investigation within the Project site in order to collect data necessary to identify and delineate the geographic extent of potential jurisdictional waters in accordance with Code of Federal Regulations (CFR) definitions of jurisdictional waters, the Corps' 1987 Wetlands Delineation Manual, the Corps' 2008 Regional Supplement to the Corps of Engineers Wetland Delineation Manual: Arid West Region (Version 2.0) and supporting guidance documents (including the 2015 Final Clean Water Rule that becomes effective August 28, 2015) based on current and historic land use conditions.

The location of each jurisdictional water potentially subject to Corps and RWQCB jurisdiction will be located in the field using a Trimble Pathfinder XRS GPS unit (accuracy <50cm). Field data taken regarding vegetation, soil, and hydrology conditions observed during the delineation process will be digitally formatted by HBG and data linked for use in ARCINFO during data analysis. As the project site is currently a tidal wetland, field data studies will concentrate on defining the wetland/upland interface.

All areas identified as potential jurisdictional waters of the United States and / or State will be mapped on to a 100-scale base map. The base map will consist of a color orthorectified aerial photograph and engineer level topographic mapping. All potential jurisdictional areas identified during data analysis and mapping will be reviewed with respect to possible exemption from Corps and RWQCB jurisdiction.

HBG will prepare a jurisdictional determination report in accordance with Corps guidelines and upon City review and approval will submit the report to the Corps for verification under the Corps Preliminary Jurisdictional Determination procedure.

This procedure assumes that a connection to navigable waterways is present and precludes the need for more detailed report documentation and review by the Corps under the Corps/USEPA Rapanos evaluation guidelines. The rationale for the use of the Preliminary Jurisdictional Determination procedure is: (1) the jurisdictional waters potentially impacted by the project are tidal and as such there is no argument that there is a lack of connection with traditionally navigable water, (2) the delineation can be completed and verified by the Corps in a shorter time frame, and (3) the approach is less costly that obtaining a verified jurisdictional determination from the Corps.

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areas not considered jurisdictional by the Corps), the California Department of Fish and Wildlife, BCDC and the State Lands Commission.

It is assumed that access to potential jurisdictional waters will be granted to HBG staff for sampling, including hand digging shallow pits in both City and private properties.

Task 1.5.3 — Verification of Corps Jurisdictional Determination HBG will coordinate with the Corps, as necessary, during the jurisdictional determination process which may include a site visit with Corps staff, phone calls, emails, meetings, and preparation of additional information or documents (i.e. maps, watershed data, functional analysis methods, etc.). HBG will coordinate all aspects of the jurisdictional determination process with the client and/or designated representative.

HBG will keep the client informed of the jurisdictional determination progress with a monthly phone call or email. (Note that verification of regulatory jurisdictional boundaries of RWQCB, CDFW, BCDC and State Lands is typically accomplished as part of the regulatory permit process.)
Once verification of delineations are verified HBG will transfer a final digital version of the jurisdictional boundaries to the Project Lead who will direct the information transfer for inclusion on project plans. If a more accurate survey is required at various locations along the project levee HBG will accompany the project surveyor subcontractor as necessary to assure that the jurisdictional boundary is accurately surveyed to an engineer scale level of accuracy.

Task 1.5.4 — Surveys for Ridgway's Rail
Locations along the Bay shoreline located in the vicinity of Belmont Slough and Seal Slough would be considered potential habitat for the federal-listed endangered Ridgway's Rail (formerly known as Clapper Rail). As suitable Ridgway's Rail breeding or nesting habitat occurs in the project area, any disturbances within 700 feet of an active nest would be considered a significant impact. To comply with USFWS requirements, either construction activity would need to occur at a time during the year when the Ridgway's Rails would not be expected to be nesting (between September 1 and January 31), or a breeding survey for Ridgway's Rail would need to be conducted prior to any construction work planned during the nesting season coupled with establishment of 700 feet setbacks from nesting birds.

Depending on project schedules and location of proposed construction, it may be prudent to conduct USFWS Ridgway's Rail protocol surveys along levee stations so that work can be conducted in areas where there are no nests, rather than confine work to specific time periods during the year. Any surveys conducted will be a team of scientists headed by Jules Evens of Avocet Research Associates, a species expert who is specifically permitted to work with this species by the USFWS. Surveys will follow established agency protocol in terms of timing of surveys and spacing of sampling stations.

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At the end of each survey, HBG will map location of listening stations, all pairs or individual Ridgway's Rails located during the survey, information on disturbances (e.g. dogs, air traffic) and weather information. Once the protocol surveys are all complete, HBG will generate a letter report that will include data sheets, a map showing the location of the listening stations, location of Ridgway's Rail detected during the surveys, and survey results and information from other protocol surveys that have been conducted within close proximity to the Project site this year. The letter report will be submitted to the USF1NS for review and comments. HBG staff will coordinate with the USFWS regarding survey results and to establish any conservation measures that may be required such as work windows and buffer limits. Costs are an estimate from Avocet Research Associates based on a preliminary indication of the location and extent of suitable habitat and new protocols from the USFWS for conducting surveys for Ridgway's Rail.

In addition to conducting surveys for Ridgway's Rail, Avocet Research Associates will conduct evaluations related to the federal-listed threatened Western Snowy Plover and the state-listed threatened California Black Rail. While conducting rail surveys, staff of Avocet Research Associates will evaluate habitat adjacent to the proposed levee for suitability to support nesting or foraging by Western Snowy Plover. During the latter rail surveys, Avocet will determine if California Black Rail is present. Mitigation for California Black Rail, if present, will be similar to mitigation measures required to protect populations of Ridgway's Rail.

Task 1.5.5 — Design Development Input
HBG will work with the City and design team to help adjust the project design to avoid jurisdictional wetlands where feasible, and to develop conceptual habitat impact mitigation alternatives where not. This task includes creating graphics to illustrate mitigation alternatives and providing sufficient mitigation information for design, cost estimation and permit application.

Task 1.6 Design Development
The intent of this task is to formulate feasible levee improvement alternatives using the detailed information gathered in Tasks 1.2 through 1.5, and from those alternatives develop a preferred levee improvement project description suitable for CEQA. Design development includes incorporating public input as described in Task 1.8, which is intended to help select the preferred project from among several presented alternatives.

The following design constraints and opportunities will be evaluated and screened for feasibility:
• Available rights-of-way
• Adjacent sensitive habitat areas, endangered species, and ease of permitting • Providing temporary flood protection during construction • Public access to Bay Trail
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• Security
• Intake and outfall structures
• Landscaping
• Sensitive habitats and special status species
• Views and aesthetics
• Recreational opportunities
• Construction impacts including duration
• Adaptation to future sea level rise
• Cost
• FEMA accreditation
• HBG review of design concepts for potential to be Least Environmentally Damaging Practicable Alternative and aid in final selection to ensure LEDPA is selected (Note: only LEDPA can be authorized by Corps and RWQCB) Task 1.6.1 — Alternative Development
Biggs Cardosa Associates (BCA) will prepare preliminary level calculations and sketches to confirm the structural concepts for improvement alternatives that contain floodwalls. Based on the preliminary mapping, it appears that roughly 7.5 miles of levee will require improvements which will likely include floodwalls. One alternative is anticipated to include a sheet pile wall with a maximum design height of roughly 3.5 feet with a concrete cap and fascia on one or both sides. Geotechnical recommendations will be provided by ENGEO. Architectural treatment alternatives developed by Bellinger-Foster-Steinmetz (BFS) are anticipated in the floodwall elements (with feasibility confirmed by BCA). A second floodwall type, supported on spread footings, is anticipated to be required for specialty locations such as below the existing San Mateo Bridge. Additional areas likely requiring special consideration during design include the following:
• Lakeside Drive: Floodwall system must accommodate vehicle access along Lakeside Drive.
• Lagoon Tide Gate: This area will preclude the use of sheet piles on the existing structure. Special detailing will be required.
• Existing pedestrian overcrossing modification near the Phillips office building. The existing structure will need to be raised on the Bay Trail side to accommodate raising the levee/trail. Modification to the existing abutment/foundations will be required.
• San Mateo Bridge: Consider a second alternative to tie the proposed floodwall system into the existing bridge abutments which are already raised several feet above original grade.
• Werder Pier: The existing structure cannot be easily crossed by the floodwall system. Special consideration in floodwall layout/ details will likely be required. • Central Lagoon Intake: This area will preclude the use of sheet piles on the existing structure. Special detailing will be required.

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• Central Lagoon Outlet: This area will also preclude the use of sheet piles on the existing structure. Special detailing will be required. • O'Neill Slough Tide Gate: The improved levee must tie into the tide intake structure for San Mateo's Marina Lagoon, which was designed by Schaaf & Wheeler and BCA in 2004.

Task 1.6.2— Basis of Design Report
Based on a number of considerations including the potential project constraints listed previously herein, environmental impact (Task 1.5), cost (Task 1.6.3), and public input (Task 1.8), and cost, Schaaf & Wheeler will describe the alternatives analysis, recommend a preferred improvement plan, prepare the Project Description needed for CEQA, and complete a Basis of Design Report documenting work to date. Preliminary plan and profile sheets utilizing the base mapping prepared as Task 1.3 will be completed to show the recommended project improvement plan, suitable for use in CEQA documents, FEMA coordination efforts (Task 1.7), and future preparation of construction plans and specifications for construction.

Task 1.6.3 — Construction Cost Estimate
Schaaf & Wheeler will prepare an estimate of the construction costs associated with recommended levee improvements, at a level of detail and contingency commensurate with the level of plan development and available information.

ENGEO, BCA, BFS and HBG will assist Schaaf & Wheeler with the development of the geotechnical, structural, landscaping and environmental mitigation costs, respectively, related to the proposed levee and floodwall elements.

Task 1.7 FEMA Coordination
Preliminary levee improvement plans and background design materials will be coordinated with the Federal Emergency Management Agency (FEMA). Based on conversations with FEMA Region IX staff, the appropriate technical means for FEMA review and approval of the proposed levee improvements is the Conditional Letter of Map Amendment Process using the MT-2 submittal forms. The intent of this task is to obtain FEMA concurrence that the proposed levee improvements will qualify for accreditation, prior to completing detailed project designs and the Contract Documents.

Task items include the following:
• Participation in Local Levee Partnership Team (LLPT) meetings held by FEMA. (Bimonthly meetings of no more than two hours duration are assumed.) • Completion of flood hazard mapping using Analysis and Mapping Procedures for Non-Accredited Levee Systems (LAMP), initiated after the formation of the LLPT and completion of sufficient geotechnical investigations. • Preparation of MT-2 CLOMR submittal package, submittal to FEMA, and coordination with FEMA during review process.

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• HBG will assist with FEMA coordination to ensure their concurrence that the project will satisfy Section 7 requirements under the ESA.

Task 1.8 Regulatory Permit Applications
This task involves work necessary to prepare permit applications for the regulatory agencies with jurisdiction over the project, using the wetland delineation and Biological Assessment report prepared in Task 1.5, and using the CEQA document prepared by the City under separate contract. Upon City approval HBG will submit an administrative draft of all permit packages for review and comment by the City, incorporate changes and submit the package to the permit agency. Dr. Terry Huffman of HBG will act as the authorized agent for the City during the various agencies permit review and authorization process.

This task includes submitting the regulatory permits outlined herein that do not require detailed construction plan development. Regulatory permit applications listed in this task will be submitted once the City has formally adopted the environmental document prepared in compliance with CEQA under separate contract. Processing fees for all permits shall be the responsibility of the City. HBG will notify the City regarding fee amounts and fee payment schedule as needed.

Task 1.8.1 — Prepare U.S. Army Corps of Engineers Permit Application HBG will prepare and submit, upon City approval, an application to the U.S. Army Corps of Engineers (Corps) for the levee improvement project. The Corps permit application will consist of either a Preconstruction Notification (PCN) for a Nationwide Permit (NWP) or an Individual Permit, depending on the level of impacts. This proposal assumes that the proposed levee project will require an Individual Permit. Adjustments to the scope of work and cost can be accommodated if the project impacts are minimized to the point that a Nationwide Permit is feasible. Since the project may require work within Section 10 River and Harbors Act waters, the permit application package will also include a request for Section 10 Authorization.

HBG will prepare and submit an Individual Permit application to the Corps for placement of fill in wetlands or other waters of the United States related to the proposed levee improvements. The permit application will include the project description, technical documentation of the wetland delineation (see Task 1.5.2), an environmental assessment, a Section 404(b)(1) alternatives analysis (see Task 2.3.2), an analysis of compliance with the Corps' public interest review criteria, compliance with Section 106 of the National Historic Preservation Act (see Task 2.3.3), and a conceptual wetland mitigation plan that would compensate for wetland impacts (see Task 2.3.4). Upon City approval, HBG will provide the permit application and required documentation to the Corps for review and approval.

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Task 1.8.2 — Corps and RWQCB-Required EPA 404 (b)(1) Alternatives Analysis HBG will prepare a project alternatives analysis report demonstrating that the proposed project avoids, where practicable, waters of the United States (including wetlands) as per the U.S. Environmental Protection Agency Clean Water Act, Section 404(b)(1) Project Alternatives Analysis Guidelines. The Alternatives Analysis will also provide documentation of how the project has been minimized where impacts to jurisdictional waters are unavoidable on site to reduce impacts. Corps and RWQCB regulations require that only the Least Environmentally Damaging Practicable Alternative can be authorized. Upon client approval, HBG will provide the analysis report and required documentation to the Corps and RWQCB for review and approval.

Task 1.8.3 — Compliance with Section 106 of the National Historic Preservation Act As part of the Corps' permit process the Corps will need to verify that the project is consistent with the requirements of Section 106 of the National Historic Preservation Act and will conduct separate coordination with the State Historic Preservation Office (SH PO) .

It is assumed herein that a cultural resources evaluation will be conducted as part of the EIR to be prepared by a separate contractor with the City of Foster City. HBG will advise the CEQA contractor regarding cultural resource evaluations that will be necessary for compliance with the federal requirements, will review all cultural resource evaluations for use in the Corps permit process, and will package all materials as part of the permit application documentation for use by the Corps as part of their Section 106 review. HBG can provide this service on request. Upon client approval, HBG will provide the required Section 106 documentation to the Corps for review and approval.

Task 1.8.4— Conceptual and Final Mitigation Plans
As part of the Individual Permit application, HBG will prepare a conceptual wetland mitigation plan for compensation of impacts to wetlands and waters of the U.S. A final wetland mitigation plan will also be prepared based on comments from regulatory agencies on the conceptual plan. The mitigation plan will be based on calculated impacts and mitigation requirements as identified in the CEQA Biological Assessment (See Task 1.5.1) and will satisfy all content and format requirements of the Corps, RWQCB, USFVVS, NMFS, BCDC, and CDFW (and SLC, if required) related to compensation for impacts to jurisdictional areas, sensitive species, and sensitive species habitat. Upon client approval, HBG will provide the required Mitigation Plans documentation to the various agencies for review and approval.

Task 1.8.5 — Prepare Endangered Species Act Biological Assessment This proposal assumes that a "likely to adversely affect" finding is warranted for this Project and that an Endangered Species Act (ESA) Biological Assessment, including conservation measures to avoid potential impacts to any federally-listed species, will need to be prepared to initiate a Section 7 consultation with the USFWS and NMFS.

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letter requesting the Section 7 consultation and the Biological Assessment report addressing federal-listed species.

HBG will prepare the Biological Assessment pursuant to requirements of the Endangered Species Act and the Code of Federal Regulations (50 CFR Section 402.12). As required, the Biological Assessment will include an Introduction; Project Description including proposed conservation measures to protect listed species; description of the action area where direct and indirect effects will occur; description of listed species and critical habitats within the action area; an effects analysis including cumulative effects; and a finding (this Project will have a "likely to adversely affect" finding). Upon client approval, HBG will provide the required ESA Biological Assessment to the Corps, USFWS, and NMFS for review and approval.

Task 1.8.6— Prepare Essential Fish Habitat Evaluation
HBG will prepare the necessary Essential Fish Habitat (EFH) evaluation pursuant to the Magnuson-Stevens Fishery Conservation and Management Act. The EFH evaluation will provide an assessment of the project's effects to EFH and Conservation recommendations to avoid, minimize, mitigate, or otherwise offset those adverse effects. HBG will prepare (1) the EFH Assessment report, and (2) a draft Corps letter to the NOAA Fisheries (the National Marine Fisheries Service) requesting the EFH consultation. Upon client approval, HBG will provide the EFH report and draft letter to the Corps for review and approval as part of the required permit application documentation. The EFH study will be appended to the ESA Biological Assessment prepared in Task 2.3.3. A copy of the EFH study will also be provided to the NMFS.

Task 1.8.7 — Prepare RWQCB Application for State 401 Water Quality Certification HBG will prepare the authorization request for State 401 Water Quality Certification following current RWQCB guidelines for submission. Included with the application submittal will be a copy of the Corps permit application. Upon City approval, HBG will provide the permit application and required documentation to the RWQCB for review and approval.

Task 1.8.8 — Prepare CDFW Application for Incidental Take Permit HBG will prepare the necessary application documentation to obtain incidental take authorization for state endangered species under the CDFVV 2080/2081 Program. Upon City approval, HBG will provide the application for incidental take authorization and required documentation to the CDFW for review and approval.

Task 1.8.9 — Prepare CDFW Application for Streambed Alteration Agreement HBG will prepare the application for a Streambed Alteration Agreement from CDFW for impacts to stream courses (e.g., tributary drainages to Seal Slough, Belmont Slough or the Bay) proposed as part of the project. The application will be prepared pursuant to CDFW guidelines for submission. Upon City approval, HBG will provide the application for incidental take authorization and required documentation to the CDFW for review and approval.

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Task 1.8.10 — Prepare Application to State Lands Commission In the event the project encroaches on State property or may need to use state property for a mitigation site, an authorization from the State Lands Commission (SLC) may be necessary. HBG will prepare the necessary documentation to obtain authorization for from the SLC if necessary. Upon City approval, HBG will provide the application for incidental take authorization and required documentation to the SLC for review and approval.

Task 1.9 Public Outreach Assistance
Schaaf & Wheeler and its subconsultants will provide assistance to the City during its public outreach efforts. This assistance includes the preparation of technical material and graphic representations to explain project alternatives, constraints, opportunities, recommendations and costs to the public and other interested stakeholders. Attendance at bi-monthly meetings for up to four hours is assumed. The project team will provide architectural renderings of proposed levee improvements from up to 12 view locations in Foster City. We will also work with the City to position prototypes showing alternative floodwall/levee improvement heights in the field for public viewing. The renderings and prototypes will show existing conditions and alternate finished levee/floodwall elevations based on Council direction for adaptive sea level rise management.

Deliverables
The following deliverables will be provided:
• Meeting Agenda
• Design Assessment Memorandum
• Regulatory Permit Issues Memorandum
• Levee Improvement Project Base Mapping
• Geotechnical Report
• Biological Resources Report
• US Army Corps of Engineers Jurisdictional Determination • Basis of Design Report
• Construction Cost Estimate
• MT-2 CLOMR Submittal Package
• USACE Permit Application
• Section 404 Alternatives Analysis
• Wetland Mitigation Plan
• Endangered Species Act Biological Assessment
• Essential Fish Habitat Evaluation
• RWQCB Application for State 401 Water Quality Certification • California Department of Fish and Wildlife Application for Incidental Take Permit • California Department of Fish and Wildlife Application for Streambed Alteration Agreement
• Application to State Lands Commission for Encroachment (if necessary) Q:\PubWorks\CIP's\657 - Levee Protection Planning and Improvements\2.0 - Staff Reports & City Actions\090815AS_ Agreement - Schaaf & Wheeler Consulting Engineers.docx

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EXHIBIT B

CONSULTANT'S FEE SCHEDULE

LEVEE PROTECTION PLANNING AND IMPROVEMENTS PROJECT
(CIP 301-657)
Labor
The maximum amount of compensation to be paid to CONSULTANT under this agreement, including payment for professional services and reimbursable expenses, shall not exceed eight-hundred-eighty-seven thousand, six-hundred-forty-four dollars ($887,644). Any hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY.

Charges for labor expended on this project shall be itemized by CONSULTANT and billed monthly in accordance with the rate schedule attached herein. Hourly rates are fixed for the duration of this agreement.

Project Expenses
Project expenses, including subconsultant services, travel, equipment rental, outside printing services, and other identifiable materials and services required for the execution of the work of this agreement shall be reimbursed at cost without any markups. Such reimbursement shall be made upon request by CONSULTANT and with presentation of adequate documentation.

The CITY shall review each monthly payment request and payment shall be made to the CONSULTANT in the amount approved on or about thirty (30) business days after date of approval.

Estimated Fees
Task Description Labor Reimbursable Total
Meetings and Coordination

2. Levee Reconnaissance
Surveying and Base Mapping

4. Geotechnical Investigation
Biologic Resources

6. Design Development
FEMA Coordination

8. Regulatory Permit Applications

9. Public Outreach
TOTAL
$57,540
$67,024
$35,388
$60,095
$99,660
$162,105
$61,080
$144,680
$54,200
$741,772
$1,575
$1,355
$35,072
$54,424
$41,003
$630
$0
$11,288
$525
$145,872
$59,115
$68,379
$70,460
$114,519
$140,663
$162,735
$61,080
$155,968
$54,725
$887,644
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James R. Schaaf, Ph. D, PE
Kirk R. Wheeler, PE
Peder C. Jorgensen, PE
Charles D. Anderson, PE
Daniel J. Schaaf, PE
Schaaf 86 Wheeler

CONSULTING CIVIL ENGINEERS
1171 Homestead Rd., Suite 255
Santa Clara, CA 95050-5485
408-246-4848
Fax 408-246-5624
M. Eliza McNulty, PE
Benjamin L. Stack, PE
Leif M. Coponen, PE
Principal Emeritus
David A. Foote, PE
Hourly Charge Rate Schedule
Discounts Applied for Foster City Levee Protection Planning and Improvements Project (CIP 301-657)
Personnel Charges
Charges for personnel engaged in professional and/or technical work are based on the actual hours directly chargeable to the project.

Current rates by classification are listed below:

Classification Rate/Hr. Classification Rate/Hr.

Project Manager $220 $200 Construction Manager $210 Project Engineer $210 $195 Senior Resident Engineer $180 Senior Engineer $495 $180 Resident Engineer $160
Associate Engineer $175 $165 Assistant Resident Engineer $140 Assistant Engineer $450 $140 Construction Inspector $130 Junior Engineer $140 $130
Designer $135 $125
Technician $130 $120
Engineering Trainee $100 $90
Principal time is $300 per hour and is charged only for work done in preparation for litigation and other very high level-of-expertise assignments. Court or deposition time as an expert witness is charged at $400 per hour with a minimum of four hours per day.

Materials and Services
Subcontractors, special equipment, outside reproduction, data processing, computer services, etc., will be charged at 1.10 times cost.

These rates are fixed for the duration of the agreement subject to revision scmi annually.

Effective 1/1/15
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EXHIBIT C

INSURANCE FORMS
CONSULTANT shall provide, in addition to the Certificates of Insurance, original Endorsement affecting the coverages specified in Section 12 - INSURANCE of the Agreement on the attached form. No substitute form will be accepted.

ATTACHED

1. Insurance Coverage Form
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EXHIBIT D
This INSURANCE COVERAGE FORM modifies or documents insurance provided under the following:

Named Insured: Effective Work Date(s):

Description of Work/Locations/Vehicles:

ADDITIONAL INSURED: City of Foster City/Estero Municipal Improvement District 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.

El 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}
El 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.

El Other:

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

El 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.

El 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/District, 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/District.

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

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

TELEPHONE: ( DATE ISSUED-
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AGRE

EMENT TO PROVIDE BIDDING, CONSTRUCTION SUPPORT SERVICES,

AND PROJECT CLOSEOUT
FOR

LEVEE PROTECTION PLANNING AND IMPROVEMENTS PROJECT
(PHASE III CONTRACT)
Thi
s Agreement is made and entered into as of the 16th day of November, 2020 by and between the City of Foster City hereinafter called "CITY" and Schaaf & Wheeler Consulting Engineers hereinafter called "CONSULTANT".

RECI TALS
Thi
s Agreement is entered into with reference to the following facts and circumstances:

A. That
CITY desires to engage CONSULTANT to render certain professional services in the CITY;
B. That
CONSULTANT is qualified to provide such services to the CITY and; C. That
the CITY has elected to engage the services of CONSULTANT upon the terms and conditions as hereinafter set forth.

Per
formance of the work specified in said Exhibit 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.

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

In the event of such termination, CITY shall compensate CONSULTANT for services rendered, and reimburse CONSULTANT for costs and expenses incurred, to the date of termination, calculated in accordance with the provisions of paragraph 3. In ascertaining the services actually rendered to DocuSign Envelope ID: 91CA0035-AEC9-4D9B-8556-1D5587480020

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the
date of termination, consideration shall be given both to completed work and work in process of completion. Nothing herein contained shall be deemed a limitation upon the right of CITY to terminate this Agreement for cause, or otherwise to exercise such rights or pursue such remedies as may accrue to CITY hereunder.

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

Not
withstanding the foregoing, the combined total of compensation and reimbursement of costs payable hereunder shall not exceed the sum of two- million, six-hundred-thousand, and zero dollars ($2,600,000). Invoices for amounts in excess of two -million, six-hundred-thousand, and zero dollars ($2,600,000) 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 City Manager (for contracts less than $30,000) or City Council (for contracts $30,000 or more) evidenced by motion duly made and carried and a written contract amendment having been executed.

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

4. Additional Services. In the event CITY desires the performance of additional services not otherwise included within the services described in Exhibit A, such services shall be authorized in advance of the performance thereof by CITY’s City Manager (for contracts less than $30,000) or City Council (for contracts $30 ,000 or more) by motion duly made and carried. Such amendment to this Agreement shall include a description of the services to be performed thereunder, the maximum compensation and reimbursement of costs and expenses payable therefor, the time of performance thereof, and such other matters as the parties deem appropriate for the accomplishment of such services. Except to the extent modified by written amendment, all other terms and conditions of this Agreement shall be deemed incorporated in each such amendment.

5. Records . CONSULTANT shall keep and 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 DocuSign Envelope ID: 91CA0035-AEC9-4D9B-8556-1D5587480020

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CIT
Y for revi ew 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.

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

10. Schedule. CONSULTANT shall adhere to the schedule set forth in Exhibit A; provided, that CITY shall grant reasonable extensions of time for the performance of such services occasioned by governmental reviews of CONSULTANT’s work product or other unavoidable delays; pr ovided, 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.

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

11. Indemnity . To the fullest extent allowed by law, CONSULTANT hereby agrees to defend, indemnify, and save harmless CITY and Estero Municipal Improvement District, its Council, boards, commissions, officers, employees and agents, from and against any and all claims, suits, actions liability, loss, damage, expense, cost (including, without limitation, costs and fees of litigation) of every nature, kind or description, which may be brought against, or suffered or sustained by, CITY or Estero Municipal Improvement District, its Council, boards, commissions, officers, employees or agents caused by, or alleged to have been caused by, the negligence, intentional tortuous act DocuSign Envelope ID: 91CA0035-AEC9-4D9B-8556-1D5587480020

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or
omission, or willful misconduct of CONSULTANT, its officers, employees, subcontractors or agents in the performance of any services or work pursuant to this Agreement.

T
he duty of CONSULTANT to indemnify and save harmless, as set forth herein, shall include the duty to defend as set forth in Section 2778 of the California Civil Code; provided, however, that nothing herein contained shall be construed to require CONSULTANT or any of its sub- consultants to indemnify CITY and Estero Municipal Improvement District, its Council, boards, commissions, officers, employees and agents against any responsibility or liability in contravention of Section 2782 of the California Civil Code.

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

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

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

Insurance Category Minimum Limits
W
orkers’ Compensation statutory minimum
E
mployer’s Liability $1,000,000 per accident for bodily injury or disease
C
ommercial General Liability $1,000,000 per occurrence and $5,000,000 aggregate for bodily injury,
personal injury and property damage
A
utomobile Liability Required of CONSULTANT and/or
subconsultants when vehicles owned
and/or operated in furtherance of work
required by this Agreement:

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$1,0
00,000 per accident for bodily injury
and property damage (coverage required
to the extent applicable to
CONSULTANT’s vehicle usage in
performing services hereunder)
1Professional Liability $2,000,000 per claim and aggregate It
shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to the CITY as an Additional Insured. Furthermore, the requirements for coverage and limits shall be the greater of either (1) the minimum coverage and limits specified in this Agreement or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named Insured.

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

CONSULTANT shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the subcontract agreement and will provide proof of compliance to the CITY prior to commencement of any work by the subcontractor. A copy of the indemnity and insurance provisions of this Agreement shall be furnished to any subcontractor upon request.

Conc
urrently with the execution of this Agreement, CONSULTANT shall, on the Insurance Coverage form provided in Exhibit C, furnish CITY with certificates and copies of information or declaration pages of the insurance required hereunder and, with respect to evidence of commercial general liability insurance coverage, original endorsements:
1 Note: Professional liability insurance coverage is not required if the contractor/vendor/consultant is not providing a service regulated by the state. (Examples of service providers regulated by the state are insurance agents, professional engineers, doctors, certified public accountants, lawyers, etc.) Please check and initial the following if professional liability is NOT required for this agreement. Recommended ______ [Project Manager] Approved _______[Risk Manager] DocuSign Envelope ID: 91CA0035-AEC9-4D9B-8556-1D5587480020

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(a
) Precluding cancellation or reduction in per occurrence limits before the expiration of thirty (30) days (10 days for nonpay ment) after City shall have received written notification of cancellation in coverage or reduction in per occurrence limits by first class mail; (b
) Naming the City of Foster City and Estero Municipal Improvement District, its Council, officers, boards, c ommissions, employees, and agents, as additional insureds; and
(c
) Providing that CONSULTANT’s insurance coverage shall be primary insurance with respect to CITY and Estero Municipal Improvement District, its Council, officers, boards, commissions, employees, and agents, and any insurance or self-insurance maintained by CITY for itself, its Council, officers, boards, commissions, employees, or agents shall be in excess of CONSULTANT’s insurance and not contributory with it. CONSULTANT and its insurer may not seek contribution from CITY’s insurance or self-insurance.

T
he limits of insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of CITY, to the extent required by this Agreement, before the CITY’s insurance or self-insurance may be called upon to protect CITY as a named Insured.

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

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

CO
NSULTANT 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 at its sole discretion may purchase the coverage required and the cost will be paid by CONSULTANT.

13. WORKERS' COMPENSATION. CONSULTANT certifies that he is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, DocuSign Envelope ID: 91CA0035-AEC9-4D9B-8556-1D5587480020

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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 insure 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 setting forth the provisions of this non-discrimination clause.

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

CI
TY: City of Foster City
610 Foster City Boulevard
Foster City, CA 94404-2299
Attention: City Manager
CO
NSULTANT: Schaaf & Wheeler Consulting Civil Engineers
1171 Homestead Road, Suite 255
Santa Clara, CA 95050-5485
(408) 246-4848
Attention: Charles D. Anderson, President
[email protected]

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

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

18. Validity. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.

19. Governing Law. This Agreement shall be governed by the laws of the State of California and any suit or action initiated by either party shall be brought DocuSign Envelope ID: 91CA0035-AEC9-4D9B-8556-1D5587480020

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i
n the County of San Mateo, California. In the event of litigation between the parties hereto to enforce any provision of the Agreement, the unsuccessful party will pay the reasonable attorney’s fees and expenses of litigation of the successful party.

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

22. Entire Agreement. This Agreement, including Exhibit A, B and C, comprises the entire Agreement.

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I
N 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.

ITY OF FOSTER CITY
Dated: ________________________________________
C atherine Mahanpour, Mayor
A
TTEST:

Dated: ________________________________________
P riscilla Schaus, City Clerk
APPR

OVED AS TO FORM
Dated: ________________________________________
J ean Savaree, City Attorney
CO

NSULTANT
Dated: ________________________________________
C harles D. Anderson, President
DocuSign Envelope ID: 91CA0035-AEC9-4D9B-8556-1D5587480020 11/18/2020 | 6:01:11 PM PST
11/19/2020 | 1:01:05 PM PST
11/19/2020 | 4:09:51 PM PST
11/19/2020 | 4:51:52 PM PST

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EXH
IBIT A
S

COPE OF WORK AND SCHEDULE
FOR

BIDDING, CONSTRUCTION SUPPORT SERVICES, AND PROJECT CLOSEOUT FOR

LEVEE PROTECTION PLANNING AND IMPROVEMENTS PROJECT
(PHASE III CONTRACT)
T
he general scope of services for Phase III is:

1. D
esign Services during Bidding
a. Assistance with contractor prequalification.
b. Contract document compliance review and agency coordination. c. Evaluating questions posed by pre-qualified bidders as assigned by Tanner Pacific, and preparation of clarifying responses.
d. Preparation of technical addenda.
e. Preparation of material for pre- bid conference, and participation in pre- bid conference.
f. Assistance as required to evaluate bids.

2. D
esign Services during Construction
a. Contractor submittal reviews related to technical specification sections. b. Responses to Contractor RFIs related to design and technical specifications.
c. Issuing clarifications regarding intent of contract documents. d. Preparation of supplemental drawings and details.
e. Assistance with evaluation of Contractor- or City-issued CCOs. f. Periodic observation of general Work progress.
g. Geotechnical quality control, testing, and observation. h. Participation in construction meetings, but only when requested. Fee estimates assume that someone from the design team will participate in a one-hour meeting every other week, for a total of 60 person-meetings during construction.
i. Assistance with punch list preparation and project closeout, including Record Drawings.
j. Field testing and adjustments for corrosion monitoring system; and O&M manual.

3. R
egulatory Compliance
a. General permit compliance oversight, including monthly site visits, and coordination with the City, Tanner Pacific, Contractor, and regulatory agencies.
b. Activity compliance review including dewatering, site winterization, and annual reporting.
c. Baseline mitigation monitoring.

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d. P
roject biological monitoring.
e. Special status species surveys.

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EXH
IBIT B
CO
NSULTANT’S FEE SCHEDULE

BIDDING, CONSTRUCTION SUPPORT SERVICES, AND PROJECT CLOSEOUT FOR

LEVEE PROTECTION PLANNING AND IMPROVEMENTS PROJECT
(PHASE III CONTRACT)
Labor
The maximum amount of compensation to be paid to CONSULTANT under this agreement, including payment for professional services and reimbursable expenses, shall not exceed the sum of two -million, six -hundred-thousand, and zero dollars ($2,600,000). Any hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY.

Project Expenses
Project expenses, including sub- consultant services, travel, equipment rental, outside printing services, and other identifiable materials and services required for the execution of the work of this agreement shall be reimbursed at cost without any markups. Such reimbursement shall be made upon request by CONSULTANT and with presentation of adequate documentation.

The CITY shall review each monthly payment request and payment shall be made to the CONSULTANT in the amount approved on or about thirty (30) business days after date of approval.

AT
TACHED

1. S
chaaf and Wheeler Billing Rates

2. Biggs Cardosa Associates, Inc. Billing Rates

3. Huffman-Broadway Group, Inc. Billing Rates

4. BFS Landscape Architects Billing Rates

5. ENGEO Billing Rates
DocuSign Envelope ID: 91CA0035-AEC9-4D9B-8556-1D5587480020

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James R. Schaaf, Ph. D, PE
Kirk R. Wheeler, PE
Peder C. Jorgensen, PE
Charles D. Anderson, PE
Daniel J. Schaaf, PE
Schaaf & Wheeler

CONSULTING CIVIL ENGINEERS
1171 Homestead Rd., Suite 255
Santa Clara, CA 95050-5485
408-246-4848
Fax 408-246-5624
� Estimated Fees
M. Eliza McNulty, PE
Benjamin L. Shick, PE
Leif M. Coponen, PE
Principal Emeritus
David A. Foote, PE
Estimated fees to complete the scope of work described herein are summarized by Table 3. The billing rate schedule contained in the original Agreement dated September 8, 2015, shown below, remains valid and Schaaf & Wheeler will not markup sub consultant fees. Note that regulatory permit fees are unknown at this time and are not included in these estimates. The fees shall be paid directly by the City.

Task Description

2.2 60% Levee Improvement PS&E

2.4 Final Geotechnical Design

2.6 BCDC Permit Application

2.8 Obtain Regulatory Permits

2.10 Public Outreach
Table 3. Contract Amendment #2
Labor
$313,520
$149,940
$60,375
$173,800
$35,566
Reimbursable Total
$313,520
$40,000 $189,940
$1,500 $61,875
$700 $174,500
$35,566
Q:\PubWorks\CIP's\657 - Levee Protection Planning and lmprovements\2.0 - Staff Reports & City Actions\2016-1017_CC Mtg_BoardSync Docs\Agreement - Approval of Contract with Schaaf & Wheeler! Consultants.docx

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Hourly Charge Rate Schedule
Discounts Applied for Foster City Levee Protection Planning and Improvements Project (CIP 301-657)
Personnel Charges
Charges for personnel engaged in professional and/or technical work are based on the actual hours directly chargeable to the project.

Current rates by classification are listed below:

Classification Rate/Hr. Classification Rate/Hr.

Project Manager $22G $200 Construction Manager $210
Project Engineer $2-1{} $195 Senior Resident Engineer $180 Senior Engineer $19§ $180 Resident Engineer $160
Associate Engineer We $165 Assistant Resident Engineer $140 Assistant Engineer $-1-eG $140 Construction Inspector $130 Junior Engineer $14{) $130
Designer $13e $125
Technician $1-3{} $120
Engineering Trainee $100 $90
Principal time is $300 per hour and is charged only for work done in preparation for litigation and other very high level-of-expertise assignments. Court or deposition time as an expert witness is charged at $400 per hour with a minimum of four hours per day.

Materials and Services
Subcontractors, special equipment, outside reproduction, data processing, computer services, etc., will be charged at 1.10 times cost.

These rates are fixed for the duration of the agreement subject to revision semi annually.

Effective 1/1/15
Q:IPubWorks\CIP's\657 - Levee Protection Planning and lmprovements\2.0 - Staff Reports & City Ac!ions\2016-1017 _CC Mtg_BoardSync Docs\Agreement - Approval of Contract with Schaaf & Wheeler! Consultants.docx

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CHARGE RATE SCHEDULE
Principal $240.00 - $300.00
Associate $224.00
Engineering Manager $195.00
Senior Engineer $175.00
Project Engineer $160.00
Staff Engineer $148.00
Assistant Engineer $135.00
Junior Engineer $124.00
Senior Computer Drafter $140.00
Computer Drafter $124.00
Junior Computer Drafter $112.00
BIM/Visualization Specialist $140.00
Project Administrator $158.00
Project Coordinator $130.00
Secretarial Services $100.00
Construction Manager $234.00
Senior Structural Representative $204.00
Structural Representative $182.00
Assistant Structures Representative $146.00
Senior Bridge Inspector $182.00
Subconsultants
Expenses
In-House CADD Plots
Prints
Plots
Mylar Plots
Cost Plus 10%
Cost Plus 15%
$0.32/ sq. ft.
$1.60/ sq. ft.
$3.20/ sq. ft.

Charge Rates Applicable October 1, 2020 thru September 30, 2021

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L:\PROPOSAL DOCUMENTS\Proposal, Contract, Scope, Fees\HBG Fee Schedule 2020.doc SCHEDULE OF FEES - 2020
Charges for all
services, including projects listed in prior years, will be based on the new Schedule of Fees effective January 1 of each year.

PERSONNEL: Personnel categories and corresponding hourly rates are as follows:

Area of Specialization Level of Expertise Hourly Rate
Wetland Regulatory Scientist 1 $175
Clean Water Act Regulatory Specialist 1 $175
Wetland Regulatory Scientist 2 $150
Wetland Regulatory Specialist 1 $150
Wetland Regulatory Specialist 2 $135
Environmental Scientist 1 $175
Environmental Scientist 2 $150
Environmental Specialist 1 $150
Environmental Specialist 2 $135
Hydrologist 1 $175
Hydrologist 2 $150
Soil Scientist 1 $175
Soil Scientist 2 $150
GIS Specialist 1 $145
GIS Specialist 2 $125
Digital Mapping/GIS Specialist 1 $145
Digital Mapping/GIS Specialist 2 $125
Remote Sensing Specialist 1 $145
Aerial Photo Interpreter 1 $145
Erosion Control Specialist 1 $145
Erosion Control Specialist 2 $135
Technical Specialist 1 $120
Technical Editor 1 $100
Technical Editor 2 $85
Technical Assistant 1 $95
Technical Assistant 2 $75
EXPENSES. E
xpenses and services incurred directly for the project will be invoiced at direct cost, plus a flat rate of 15% to cover staff time associated with logistical arrangements.

Company vehicles used directly for the project will be charged at $10.00 per hour (up to $50/day) plus the standard prevailing Internal Revenue Service (IRS) approved rate per mile; personal vehicle mileage will be charged at the standard prevailing IRS approved rate per mile, plus a flat rate of 15% to cover staff time associated with logistical arrangements.

Computer and communications costs, including telephone, telex, and postage charges will be charged at direct cost except that a staff charge of 15% shall be added to such costs. Faxes will be charged at $1.00 per page. Reproduction costs for photocopies, bluelines, color maps, etc. will be billed at direct cost for outside printing service s, plus a flat rate of 15% to cover staff time associated with logistical arrangements.

Leased and purchased field equipment and supplies will be charged at direct cost, plus a flat rate of 15% to cover staff time associated with logistical arrangements.

Leased and purchased laboratory equipment costs and supplies wi ll be charged at direct cost, plus a flat rate of 15% to cover staff time associated with logistical arrangements.

LABORATORY TESTS: HBG provides soil, water quality, hydrology and plant testing using qualified subcontractors. Subcontractor Costs will be charged at direct cost, plus a flat rate of 15% to cover staff time associated with logistical arrangements.

EXPERT TESTIMONY AND OVERTIME: When Huffman-Broadway Group, Inc. (HBG) staff appears as expert witnesses at court trials, arbitration hearings and depositions, their time will be charged at 2.0 times the above standard. For assignments requiring overtime of exempt personnel, hourly rates will be the above standard, except for rush assignments involving holiday work hourly rates will be 2.0 times the above standard fees. For assignments requiring overtime of nonexempt personnel, hourly rate will be 1.50 times the above standard.

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1580 West El Camino Real, Suite 12, Mountain View 94040 Q (650) 326-6622 P Q (650) 963-9421 F 425 Paciﬁc Street, Suite 201, Monterey, California 93940 Q (831) 646-1383 P Q (831) 373-8653 F BFS Landscape Architects Q bfsla.com
landscape
architects
Standard Schedule of Compensation
May 2020

GENERAL
The following list of fees and reimbursable expense items shall be used in providing services within our agreement and may be annually adjusted, upon issuance of an updated Standard Schedule of Compensation:

Principal $215/hour
Associate Principal $200/hour
Associate $185/hour
Project Manager $165/hour
Assistant Project Manager $155/hour
Designer $135/hour
Assistant Designer $115/hour
Design/Graphics Intern $40/hour
Word Processor/Clerical $80/hour

ADDITIONAL SERVICES
Any additional presentations, drawings or documents not identified in the Scope of Services will be considered additional services. Additional services are provided only with prior authorization and on an hourly basis unless otherwise approved.

REIMBURSABLE EXPENSES
All costs for printing and plotting, special delivery, mileage, and other costs directly related to the project will be accounted as a reimbursable expense at our cost plus a fifteen percent administration charge.

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GEOTECHNICAL

ENVIRONMENTAL

WATER RESOURCES

CONSTRUCTION SERVICES
March 1, 2020 www.engeo.com

PREFERRED CLIENT FEE SCHEDULE

PROFESSIONAL SERVICES
Effective March 2020
President ..................................................................................................................................... $395.00 per hour Principal ....................................................................................................................................... $298.00 per hour Associate ..................................................................................................................................... $250.00 per hour Senior Engineer/Geologist/Seismologist .................................................................................... $220.00 per hour Project Engineer/Geologist/Seismologist.................................................................................... $198.00 per hour Environmental Scientist ............................................................................................................... $182.00 per hour Staff Engineer/Geologist/Seismologist ....................................................................................... $178.00 per hour Assistant Engineer ...................................................................................................................... $140.00 per hour Construction Services Manager .................................................................................................. $175.00 per hour* Senior Field Representative II ..................................................................................................... $153.00 per hour*/** Senior Field Representative I ...................................................................................................... $138.00 per hour*/** Field Representative ................................................................................................................... $128.00 per hour*/** Environmental Technician ........................................................................................................... $130.00 per hour*/** Senior Laboratory Technician ..................................................................................................... $155.00 per hour Laboratory Technician ................................................................................................................. $140.00 per hour Senior CAD Specialist ................................................................................................................. $148.00 per hour Senior GIS Analyst ...................................................................................................................... $163.00 per hour GIS Analyst.................................................................................................................................. $153.00 per hour CAD Specialist ............................................................................................................................ $138.00 per hour Network Administrator ................................................................................................................. $195.00 per hour Project Assistant .......................................................................................................................... $119.00 per hour * Two-hour minimum portal to portal and cancellations within 24 hours. * OVERTIME RATES: Rates increased by factor of 1.5 for all hours worked in excess of eight (8) Monday through Friday, and the first eight (8) hours worked on Saturday. Rates increased by factor of 2.0 for all hours worked in excess of twelve (12) Monday through Friday, all hours worked in excess of eight (8) on Saturday and all hours worked on Sunday and holidays. ** For Prevailing Wage projects, increase the hourly rate by $15. ** Rates increased by factor of 1.25 for nigh t shift hours (hours commencing after 4:00 p.m. or before 4:00 a.m.); rates increased by factor of 1.875 (an additional factor of 1.5) for all night shift hours in excess of eight (8).

ADDITIONAL SERVICES OFFERED
In addition to our core services of geotechnical, hydrologic and environmental engineering, including construction-phase testing and observation, ENGEO provides clients with services for establishment and management of Geologic Hazard Abatement Districts (GHAD) and for Entitlement and Permitting Support (EPS). For more information about these services and associated pricing, please contact ENGEO at (925) 866-9000.

OTHER FEES
 Equipment and materials will be charged in addition to the above hourly rates.  Outside Consultants, Subcontracted Services and Equipment Rental .............................................................. Cost plus 20%  Deposition, Mediation, Arbitration, or Court Appearance (Minimum Charge) ................ $2,000.00 half day, $4,000.00 full day TERMS
Invoices will be submitted at completion of work or at approximately four week intervals and are due and payable upon receipt.

Statements will be issued at monthly intervals. Charges not paid within 30 days of invoice date will accrue a late charge at a rate of 1.5 percent per month. In the event it becomes necessary to commence suit to collect amount due, Client agrees to pay attorney's fees and costs, as the court may deem reasonable until amount is paid. Fees will be applicable for one year from the effective date above; thereafter, fees will be adjusted annually. Our fees will be billed using an in voice format produced by a standardized accounting software package. A more customized itemization of charges and backup data will be provided upon Client’s requests, but at additional fees. Final reports may be withheld until outstanding invoices are paid in full.

Many risks potentially affect ENGEO by virtue of entering into this agreement to perform services on behalf of client. A principal risk is the potential for human error by ENGEO. For client to obtain the benefit of a fee that includes a nominal allowance for dealing with our liability, client agree to limit ENGEO’s liability to Client and all other parties for claims arising out of our performance of the services described in the agreement . The aggregate liability will not exc eed $50,000 (or ENGEO’s fee, whichever is greater, but not more than $1,000,000) for professional acts, errors, or omissions, including attorney’s fees and costs that may be awarded to the prevailing party and client agrees to indemnify and hold harmless ENGEO from and against all liabilities in excess of the monetary limit established above.

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EQUIPMENT AND MATERIALS CHARGES
March 1, 2020 www.engeo.com
DESCRIPTION COST PER UNIT ($) UNIT
Air Content Meter 7.00 hour
Bailers (Disposable) 8.00 each
Concrete Crack Monitor 20.00 each
Coring Machine 25.00 hour
Double-Ring Infiltrometer 40.00 hour
Electronic Water Level Indicator 5.00 hour
Engineering Analysis Software 30.00 hour
Equipment Transport(er) 100.00 hour
Exploration Equipment (Percussion Penetrometer) 50.00 hour Floor Flatness/Floor Level Equipment 40.00 hour
Generator 15.00 hour
GIS Website Portal Maintenance 100.00 month
GPR/GPS Handheld Device 10.00 hour
GPR/GPS/Drone Survey Grade Equipment 175.00 hour
Hand Auger and Soil Sampler 15.00 hour
Hydraulic Pull-Test Equipment 25.00 hour
Interface Probe 2.00 hour
Magnetic Particle Test Equipment 25.00 hour
Moisture Content Test Equipment 6.00 hour
Multi-Parameter Water Meter 15.00 hour
pH Meter/Turbidity Meter 10.00 hour
Photo Ionization Detector 15.00 hour
Pachometer 100.00 hour
Sampling Tubes 10.00 each
Sand Cone Equipment and Material 5.00 hour
Schmidt Hammer 20.00 hour
Seisometer 50.00 hour
Skidmore Wilhelm Bolt Tension Calib. 40.00 hour
Slope Inclinometer/Settlement Indicator/VW Readout 50.00 hour Torque Wrench 15.00 hour
Transfer Pump 3.00 hour
Ultrasonic Equipment 50.00 hour
Vapor Emission Test Kit 40.00 kit
Vector Conversion 60.00 conversion
Vehicle, nuclear gauge, equipment, wireless communication. *Add $2.00/hr. for RTK enabled autotesting equipment. 28.00* hour Vehicle, equipment, wireless communication 19.00 hour
Vibration Monitor 1800.00 month
Water Sampling Pumps 20.00 hour
Bridge Toll actual actual
Mileage .78 mile
Parking actual actual
AutoCAD, Civil 3D, GIS, Drone Data Processing 27.00 hour Photocopies Black & White 0.25 each
Photocopies Color 11 x 17 1.50 each
Photocopies Color 8½ x 11 1.00 each
Plot - Black & White 3.00 square foot
Plot - Color 4.00 square foot
Postage actual actual
Scan - Black & White 1.50 each
Scan - Color 3.75 each
Telephone 0.50 minute

Page 19 of 21 ends

DocuSign Envelope ID: 91CA0035-AEC9-4D9B-8556-1D5587480020

8.3 Attachment 5 - Schaaf & Wheeler Phase III Agreement

667

Page 20 of 21 ends

EXHI
BIT C
INS

URANCE FORMS
CO
NSULTANT shall provide, in addition to the Certificates of Insurance, original Endorsement affecting the coverages specified in Section 12 - INSURANCE of the Agreement on the attached form. No substitute form will be accepted.

ATT
ACHED

1. Ins
urance Coverage Form
DocuSign Envelope ID: 91CA0035-AEC9-4D9B-8556-1D5587480020

8.3 Attachment 5 - Schaaf & Wheeler Phase III Agreement

668

\\MILHOUSE\FolderRedirect$\ycappello\Desktop\Phase III Contract CA revision.docx

Page 21 of 21 ends

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

Name
d Insured: Effective Work Date(s):

Des
cription of Work/Locations/Vehicles:

ADDITIONAL INSURED: City of Foster City/Estero Municipal Improvement District 610 Fos ter City Boulevard, Foster City, CA 94404
Attention: _________________________________
Contract Administrator
Endorsement and Certificates of Insurance Required
The Additional Insure d, 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.

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.

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.

SI
GNATURE OF AUTHORIZED REPRESENTATIVE (original signature required) ORG
ANIZATION: TITLE:

ADDRES
S:

TELEPHONE: ( ) DATE ISSUED:

DocuSign Envelope ID: 91CA0035-AEC9-4D9B-8556-1D5587480020

8.3 Attachment 5 - Schaaf & Wheeler Phase III Agreement

669

Prepared Date 5/31/2023 City of Foster City, CA
Accounts Payable Check Register

Page 1 ends

Accounting Period 2023/11
Report Number 34
Check Date Check Number Vendor Name Description Check Amount 5/31/2023
5/31/2023
148805
148806

A&D AUTOMATIC GATE COMPANY
A-1 TRUCK DRIVING SCHOOL, INC.

GATE REPAIRS AT CORPYARD 778.04

DMV CLASS B COMMERCIAL DRIVER'S LICENSE
TRAINING: JOSH MACDONALD AND ALEXANDER
PULIDO
6,000.00
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
148807
148808
148809
148810
148811
148812
148813
148814
148815

AAA BUSINESS SUPPLIES & INTERIORS
AMAZON CAPITAL SERVICES, INC.

AMERICAN TECHNOLOGY SOLUTIONS
ANDERSON PACIFIC ENGINEERING INC.

AT&T
OFFICE SUPPLIES 787.40
2,478.66
114.75

MISCELLANEOUS SUPPLIES - PARK PROGRAM

MYPAYSTUB ONLINE SERVICES
CIP626:SEWER LIFT STATION - RETENTION RELEASE

BUSINESS PHONE LINE ACCOUNT
365,212.25
1,628.69
568.45AT&T MOBILITY CELLULAR SERVICES-POLICE CARS
AUSTIN WALSH EMPLOYEE REIMBURSEMENT: AUSTIN WALSH
PERMIT TO OPERATE: 7/1/2023-7/1/2024
970.71
BAY AREA AIR QUALITY MANAGEMENT DISTRICT 721.00

BAY AREA WATER SUPPLY & CONSERVATION
AGENCY
METER TESTING: APRIL 24-25, 2023 AND WATER

EDUCATION KITS
3,089.50
5/31/2023
5/31/2023
5/31/2023
5/31/2023
148816
148817
148818
148819
BAYSIDE BUILDING MATERIALS MISCELLANEOUS MATERIALS & SUPPLIES - PARKS 132.65

45.00BENDER ROSENTHAL INC

BRADY INDUSTRIES
CIP657: ACQUISITION SERVICES - APRIL 2023
TRASH BAGS - PARKS PROGRAM 2,672.54
121,329.00BURKE, WILLIAMS & SORENSEN, LLP CITY ATTORNEY SERVICES - MARCH 2023; CIP657:LEVEE PROTECTION PLANNING &
IMPROVEMENT PROJECT; SUBORDINATION
AGREEMENT-MARLIN COVE; HOUSING ELEMENT
5/31/2023
5/31/2023
5/31/2023
5/31/2023
148820
148821
148822
148823
BURWELL, TAMMERLAINE INSTRUCTOR FEE: CERAMICS
GENERATOR #5 REPAIR SERVICES
HOODS FOR 1505,320,1584
10,563.75
6,466.28
418.93

CALIFORNIA DIESEL & POWER
CAPITOL BARRICADE, INC.

CASCADIA CONSULTING GROUP INC CLIMATE ACTION PLAN OUTREACH - PROFESSIONAL SERVICES: 3/26/2023-4/25/2023
4,413.75
5/31/2023
5/31/2023
148824
148825
CHEMSEARCH ECOFLOW BIOAMP PROGRAM 1,951.25
521.24CINTAS CORPORATION UNIFORM/LAUNDRY SERVICES

9.1 Warrant Register Report FY 2022-2023-Number 34 - May 31, 2023

670

Prepared Date 5/31/2023 City of Foster City, CA
Accounts Payable Check Register

Page 2 ends

Accounting Period 2023/11
Report Number 34
Check Date Check Number Vendor Name Description Check Amount 5/31/2023 148826 CITY OF BRISBANE 2023 SPRING ACADEMY FEES: SMCTC LEAD WORKER

ACADEMY FEE
590.00
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
148827
148828
148829
148830
148831
148832
148833
148834
148835
148836

CLARK PEST CONTROL OF STOCKTON INC

CLASSIC AMUSEMENT LLC
PEST AWAY SERVICE 1,106.00
5,000.00
680.00

DEPOSIT FOR CARNIVAL RIDES AT SUMMER DAYS

MUNICIPAL CODE UPDATECODE PUBLISHING, LLC
COLUMBIA ELECTRIC, INC CIP681:NEW TRAFFIC SIGNAL 294,548.68 9,376.53
6,349.00
5,053.13
114.42

CONTRACT SWEEPING SERVICES
CORA
STREET CLEANING SERVICES - APRIL 2023
EMERGENCY RESPONSE SERVICES FOR FY22/23

MISCELLANEOUS SUPPLIES - WATER PROGRAM

OFF-SITE RECORDS STORAGE

CORE & MAIN LP

CORODATA RECORDS MANAGEMENT INC

COUNTY OF SAN MATEO PUBLIC SAFETY

CALIFORNIA PARK RECREATION SOCIETY
MESSAGE SWITCH: APRIL - JUNE 2023 4,529.25
1,459.16PARKS & RECREATION DEPARTMENT MEMBERSHIP
RENEWAL AND MEMBERSHIP DUES: MADELINE KOVAL,

ESTELLE GOBRERA, GARRETT GOTTHARDT, TIFFANY

HALL-OREN, OSWALD JIMENEZ, DUSTY LANDWEHR,

AND DEREK SCHWEIGART
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
148837
148838
148839
148840
148841
148842
148843
CREATIVE SECURITY COMPANY INC.

CREST/GOOD MANUFACTURING CO. INC

CUBIC ITS INC
PRE-EMPLOYMENT EXAMS 1,867.16
2,557.44
4,291.88
202.00

PLUMBING MATERIAL & SUPPLIES - PARKS PROGRAM
CIP694: TRAFFIC SIGNAL MATERIALS
MEMBERSHIP RENEWAL: DOUG YOUNG

LANGUAGE TRANSLATORS
CWEA

CYRACOM INTERNATIONAL INC

DISABILITY ACCESS CONSULTANTS LLC
ERLER & KALINOWSKI, INC.

37.05 PROFESSIONAL SERVICES - ADA EVALUATION 18,000.00
10,476.96CIP652: WASTEWATER TREATMENT PLAN MASTER

PLAN IMPROVEMENTS
5/31/2023
5/31/2023
5/31/2023
5/31/2023
148844
148845
148846
148847

ELDORADO FORKLIFT COMPANY
EPS INC.

TOYOTA FORKLIFT 51,045.56
3,287.00
21,238.66
1,400.29
CIP636 - WATER SYSTEM IMPROVEMENT
WATER USAGE: APRIL 2023ESTERO MUNICIPAL IMPROVEMENT DISTRICT

EWING IRRIGATION PRODUCTS MISCELLANEOUS MATERIALS & IRRIGATION SUPPLIES

9.1 Warrant Register Report FY 2022-2023-Number 34 - May 31, 2023

671

Prepared Date 5/31/2023 City of Foster City, CA
Accounts Payable Check Register

Page 3 ends

Accounting Period 2023/11
Report Number 34
Check Date Check Number Vendor Name Description Check Amount 5/31/2023
5/31/2023
5/31/2023
148848
148849
148850
FLOWERS ELECTRIC & SERVICE CO. INC.

FORELAND PARTS INC.

ROLLUP DOOR CONTROL STATION RELOCATION

AUTO PARTS
1,398.00
607.03
FOSTER CITY ISLANDER ADVERTISEMENT: JOINT PLANNING COMMISSION AND

PARKS & RECREATION STUDY, LEGAL ADVERTISING,
CIP703, CIP695, 5 YEAR CIP REVIEW, GP2023-0001, AND
INTRODUCTION OF CHAPTER 8.090
4,508.25
5/31/2023 148851 FOSTER'S LANDING EARLY RELOCATION ASSISTANCE PROGRAM (ERAP) PAYMENT FOR THE YEAR OF 2021: GRACIELA

MENDOZA
9,487.68
5/31/2023
5/31/2023
5/31/2023
148852
148853
148854

FRANCINE MAGNO

GARY WONG

GRAINGER
EMPLOYEE REIMBURSEMENT: FRANCINE MAGNO 125.00
882.00INSTRUCTOR FEE: PICKLEBALL
50 GALLON ROLLOUT CONTAINER, TRASH CAN TOP,

MISCELLANEOUS SUPPLIES - VEHICLE AND WATER

PROGRAM
2,707.44
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
148855
148856
148857
148858
148859

GRANITE DATA SOLUTIONS

GREENTECH ELECTRIC SOLUTIONS INC

GREENTECH LANDSCAPE SERVICES

HACH COMPANY
20 DELL OPTIPLEX COMPUTERS 13,405.88
320.00ELECTRICAL REPAIR AT 398 CHESAPEAKE AVE
HIP LANDSCAPING SERVICES: MAY 2023 750.00
MISCELLANEOUS SUPPLIES - WATER PROGRAM 838.69
HF&H CONSULTANTS, LLC. 2023 SOLID WASTE FRANCHISE FEE ANALYSIS - PROFESSIONAL SERVICES: MARCH 2023
HIP MANAGEMENT FEES: APRIL - MAY 2023,
WORKFORCE MANAGEMENT FEES: SEPTEMBER 2022 -
JUNE 2023, MANAGEMENT & ACCOUNTING FEES:

APRIL - JUNE 2023
4,038.75
5/31/2023 148860 HIP HOUSING AFFORDABLE VENTURES INC

HOME DEPOT CREDIT SERVICES
17,442.50
5,369.115/31/2023 148861 MISCELLANEOUS MATERIAL & SUPPLIES - PARKS,

BUILDING, SEWER, STREETS, & WATER PROGRAMS
5/31/2023
5/31/2023
148862
148863

HYDROSCIENCE ENGINEERS
IEDA
CIP636: WATER SYSTEM IMPROVEMENTS AND VALVE

REPLACEMENT PROJECT
LABOR RELATION SERVICES: MAY 2023
612.00
3,044.20

9.1 Warrant Register Report FY 2022-2023-Number 34 - May 31, 2023

672

Prepared Date 5/31/2023 City of Foster City, CA
Accounts Payable Check Register

Page 4 ends

Accounting Period 2023/11
Report Number 34
Check Date Check Number Vendor Name Description Check Amount 5/31/2023 148864 INTEGRATED DESIGN 360 LLC ELECTRICAL CAPACITY STUDY AND COMMUNITY 9,010.50 ENGAGEMENT - PROFESSIONAL SERVICES: APRIL 2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
148865
148866
148867
148868

JAY'S TOWING SERVICE LLC

JENNY SANGME JEON
TOWING SERVICES 95.00
680.00CLASS REFUND: CAMP WAYOUTBACK
CLASS REFUND: CAMP WAYOUTBACKJONPAUL JANDU 270.00
JULIO CLEANING AND MAINTENANCE JANITORIAL SERVICES: MAY 2023 AND JANITORIAL SERVICES FOR COUNCIL CHAMBERS ON APRIL 29 &
30, 2023
26,080.25
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
148869
148870
148871
148872
148873
KATHERINE PEREZ POST TRAINING: KATHERINE PEREZ 39.25
22,498.20
350.00

KIS BARRACUDA BACKUP SERVER

LONNIGAN GUINTO WIND ROOM DEPOSIT REFUND
LORAL LANDSCAPING INC.

MADDAUS WATER MANAGEMENT INC
EMERGENCY TREE WORK AT FARRAGUT PARK 3,830.00
11,340.00WATER NEUTRALITY GROWTH POLICY ORDINANCE -
PROFESSIONAL SERVICES: 4/1/2023-5/5/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
148874
148875
148876
148877

MAZE AND ASSOCIATES SECURITY AWARENESS TRAINING SUBSCRIPTION

LIGHTING SUPPLIES
3,447.50
660.82METRO LIGHTING PRODUCTS

MI CONVEYANCE SOLUTIONS
MIRACLE PLAYSYSTEMS, INC.

SAFETY APPAREL - PARK PROGRAM 850.52
PLAYGROUND SLIDES FOR BOOTHBAY & EDGEWATER 1,176.59
PARK
5/31/2023 148878 MISSION CLOUD SERVICES, INC CALOPPS SUPPORT - AMAZON WEB SERVICES: APRIL 1,450.65 2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
148879
148880
148881
148882
148883
148884

MISSION LINEN SUPPLY-UNIFORM

MOVEABLE FEAST
LAUNDRY SERVICES 386.60
4,175.00
2,854.30
1,244.58

45.00 DEPOSIT FOR FOOD TRUCKS AT SUMMER DAYS

MISCELLANEOUS SUPPLIES - SEWER PROGRAM

SIGN MAKING MATERIALS
MUNICIPAL MAINTENANCE EQUIPMENT INC.

N. GLANTZ & SON LLC
NANCY GITTLEMAN CLASS REFUND: CERAMICS WORKSHOP
FINFORM PLYWOODNATIONAL TRENCH SAFETY INC 916.45

9.1 Warrant Register Report FY 2022-2023-Number 34 - May 31, 2023

673

Prepared Date 5/31/2023 City of Foster City, CA
Accounts Payable Check Register

Page 5 ends

Accounting Period 2023/11
Report Number 34
Check Date Check Number Vendor Name Description Check Amount 5/31/2023
5/31/2023
148885
148886

NESS BACKFLOW & PLUMBING

NWESTCO LLC
SEWER LINE REPAIR AT SEA CLOUD PARK 2,420.00
MONTHLY FUEL SYSTEM CHECK AND FUEL SYSTEM 575.37
REPAIR
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
148887
148888
148889
148890
148891
148892
148893
148894
148895
148896
148897
148898
148899
148900
148901
148902
148903
148904
148905
148906
148907
148908
148909
OFFICE DEPOT OFFICE SUPPLIES 349.79
188.00PACIFIC AUXILIARY FIRE CO

PACIFIC GAS & ELECTRIC COMPANY
PACIFIC SKYLINE COUNCIL, INC.

PARK ASSOCIATES INC

FIRE ALARM SERVICES & REPAIR
ELECTRICITY AND GAS 48,297.15
572.50EXPLORER REGISTRATION FEE
INGROUND PARK GRILLS 6,653.75
967.75PATRICK SULLIVAN EMPLOYEE REIMBURSEMENT: PATRICK SULLIVAN INSTRUCTOR FEE: CERAMICS WORKSHOP
INSTRUCTOR FEE: GYMNASTICS
PENELOPE SHEPHERD 259.00

PENINSULA GYMNASTICS

PENINSULA SPORTS OFFICIALS ASSOCIATION
PENINSULA UNIFORMS & EQUIPMENT, INC.

PETERSON CAT
2,016.00
1,200.00
4,596.54
7,830.20
860.52

ADULT SOFTBALL UMPIRES

POLICE EQUIPMENT & SUPPLIES

MISCELLANEOUS SUPPLIES - WATER PROGRAM

MISCELLANEOUS SUPPLIES - VEHICLE PROGRAM

MISCELLANEOUS SUPPLIES - WATER PROGRAM

REPAIR SERVICES - EMERGENCY VEHICLES
EMPLOYEE REIMBURSEMENT: PRISCILLA SCHAUS

TOWEL/UNIFORM LAUNDRY SERVICES

RECYCLING/DISPOSAL SERVICES

PETERSON
POLLARDWATER 587.18
PRIORITY 1 1,066.80
1,060.37
260.73

PRISCILLA SCHAUS

PRUDENTIAL OVERALL SUPPLY

QUICK LIGHT RECYCLING, LLC

RENNE PUBLIC LAW GROUP, LLP

SFPUC - WATER
1,003.12
6,500.00
662,281.20
658.00
LOBBYING SERVICES: APRIL 2023
WATER SERVICES: 04/12/2023-05/09/2023
PARKING CITATION PROCESSING: APRIL 2023

PORTABLE WATER LAB TEST

SAN MATEO COUNTY CONTROLLER'S OFFICE

SAN MATEO COUNTY HEALTH DEPARTMENT

SAN MATEO CONSOLIDATED FIRE DEPARTMENT

SAN MATEO COUNTY
5,744.00
9,008.00
4,358.66
FIRE PLAN REVIEW FEES - MARCH 2023
MOSQUITO ABATEMENT SERVICES - APRIL 2023

9.1 Warrant Register Report FY 2022-2023-Number 34 - May 31, 2023

674

Prepared Date 5/31/2023 City of Foster City, CA
Accounts Payable Check Register

Page 6 ends

Accounting Period 2023/11
Report Number 34
Check Date Check Number Vendor Name Description Check Amount 5/31/2023 148910 SAN MATEO DAILY JOURNAL ADVERTISEMENT: NOTICE OF PUBLIC HEARING - 3,915.00 HOUSING ELEMENT (2023-2031) AND SAFETY ELEMENT

UPDATE FINAL ENVIRONMENTAL IMPACT REPORT
(EIR)
5/31/2023
5/31/2023
5/31/2023
148911
148912
148913

SAN MATEO LAWN MOWER SHOP
SAN MATEO LOCK WORKS INC.

SCHAAF & WHEELER CONSULTING

MISCELLANEOUS SUPPLIES - PARK PROGRAM

LOCKS AND KEYS
2,099.42

32.89 CIP657: LEVEE PROTECTION PLAN AND IMPROVEMENT
- MARCH 2023, D554: BIOMED PHASE 2, D560: 388

VINTAGE PARK DRIVE
127,412.91
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
148914
148915
148916
148917
148918
148919
SHANNON PAPPAS SYNTHETIC TURF REBATE 3,868.00
2,250.00
475.00

EMPLOYMENT DEVELOPMENT DEPARTMENT

DEPARTMENT OF JUSTICE
EMPLOYMENT TAX: JANUARY - MARCH 2023

FINGERPRINTING SERVICES

SUMMIT AUTO BODY & PAINTING

TARGET SPECIALTY PRODUCTS
AUTO REPAIR SERVICES 10,600.68
227.56AGRICULTURAL MATERIALS & SAFETY SUPPLIES

RADIO EQUIPMENT FEESTELECOMMUNICATIONS ENGINEERING

ASSOCIATES
2,115.50
5/31/2023
5/31/2023
5/31/2023
148920
148921
148922
THERMAL MECHANICAL INC. HVAC SYSTEM REPAIR 1,867.81
5,760.21
110.00

THOMAS SARSFIELD

TOWN OF ATHERTON
INSTRUCTOR FEE: TENNIS

COUNCIL OF CITIES DINNER/MEETING FEES - PATRICK

SULLIVAN AND ART KIESEL
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
5/31/2023
148923
148924
148925
148926
148927
148928
148929
148930
TOWNE FORD SALES AUTO PARTS AND 2023 FORD F-250 TRUCK 75,567.80 340.88TOYOTA 101 AUTO PARTS
TRIPEPI, SMITH & ASSOCIATES, INC.

TURBO DATA SYSTEM, INC.

T4 SPATIAL, LLC
CIP657: LEVEE IMPROVEMENTS - APRIL 2023
CITATION PROCESSING - APRIL 2023
T4 UNDERGROUND SUBSCRIPTION
EA2021-0004 - PROFESSIONAL SERVICES: MARCH 2023

JANITORIAL SUPPLIES
8,822.87
169.15
12,000.00
36,049.45
2,551.81
200.00
URBAN PLANNING PARTNERS INC.

VERITIV OPERATING COMPANY
WAQAS HASSAN EMPLOYEE REIMBURSEMENT: WAQAS HASSAN

9.1 Warrant Register Report FY 2022-2023-Number 34 - May 31, 2023

675

Prepared Date 5/31/2023 City of Foster City, CA
Accounts Payable Check Register

Page 7 ends

Accounting Period 2023/11
Report Number 34
Check Date Check Number Vendor Name Description Check Amount 5/31/2023
5/31/2023
5/31/2023
5/31/2023
148931
148932
148933
148934

WEBSTAURANT STORE LLC ICE MACHINE AND PURE WATER FILTRATION SYSTEM PERMIT TECHNICIAN SERVICES - APRIL 2023
1,669.04
12,303.75
5,500.00
5,747.00

WEST COAST CODE CONSULTANTS, INC
WILDLIFE INNOVATIONS, INC.

WILSEY HAM

CANADA GOOSE POPULATION MANAGEMENT PLAN
CIP657: LEVEE PROTECTION PLANNING &
IMPROVEMENTS PROJECT - SEPTEMBER 2022 AND
MARCH 2023
5/31/2023
5/31/2023
148935
148936

YELENA CAPPELLO
4LEAF, INC.

EMPLOYEE REIMBURSEMENT: YELENA CAPPELLO 1,455.97

CODE ENFORCEMENT AND SENIOR BUILDING
INSPECTOR SERVICES: APRIL 2023
26,250.00
5/31/2023 148937 950 EL CAMINO REAL LP 2022 QUARTER 3 - QUARTER 4 SUPPLEMENTAL

EMERGENCY RENT SUBSIDY PROGRAM (ERSP)
PAYMENT: SEAN BYWATERS
3,254.00
2,252,943.08
Submitted for Information:
____________________________________________
Edmund Suen, City Treasurer
CHECKS ON THIS REGISTER PROCESSED AND MAILED ON MAY 31, 2023

9.1 Warrant Register Report FY 2022-2023-Number 34 - May 31, 2023

676

Prepared Date 6/5/2023 City of Foster City, CA
Accounts Payable Check Register

Page 1 ends

Accounting Period 2023/12
Report Number 35
Check Date Check Number
148938
Vendor Name

STEVEN ARCHER
Description
LONGEVITY 05/16/2023-06/15/2023
Check Amount
6/5/2023 140.00
140.00
Submitted for Information:
____________________________________________
Edmund Suen, City Treasurer
CHECKS ON THIS REGISTER PROCESSED AND MAILED ON JUNE 5, 2023

9.1 Warrant Register Report FY 2022-2023-Number 35 - June 5, 2023

677

Prepared Date 6/5/2023 City of Foster City, CA
Accounts Payable Check Register

Page 1 ends

Accounting Period 2023/12
Report Number 35A
ACH Date ACH Vendor Name Description Amount
6/5/2023
6/5/2023
6/5/2023
6/5/2023
6/5/2023
6/5/2023
6/5/2023
6/5/2023
6/5/2023
6/5/2023
6/5/2023
6/5/2023
6/5/2023
6/5/2023
ACH
ACH
ACH
ACH
ACH
ACH
ACH
ACH
ACH
ACH
ACH
ACH
ACH
ACH

WILLIAM CLARK

BARBARA SCHUTZ

DAVID VILLANUEVA

MOSHE JOSHUA

GLENN WILSON
LONGEVITY 05/16/2023-06/15/2023
LONGEVITY 05/16/2023-06/15/2023
LONGEVITY 05/16/2023-06/15/2023
LONGEVITY 05/16/2023-06/15/2023
LONGEVITY 05/16/2023-06/15/2023
LONGEVITY 05/16/2023-06/15/2023
LONGEVITY 05/16/2023-06/15/2023
LONGEVITY 05/16/2023-06/15/2023
LONGEVITY 05/16/2023-06/15/2023
LONGEVITY 05/16/2023-06/15/2023
LONGEVITY 05/16/2023-06/15/2023
LONGEVITY 05/16/2023-06/15/2023
LONGEVITY 05/16/2023-06/15/2023
LONGEVITY 05/16/2023-06/15/2023
LONGEVITY 05/16/2023-06/15/2023
LONGEVITY 05/16/2023-06/15/2023
210.00
200.00
200.00
275.00
140.00
210.00
350.00
350.00
345.00
140.00
210.00
350.00
350.00
350.00

ERIC EGAN

DOUGLAS ESTILL

THOMAS LINARI

MONICA MEDRANO

JOSEPH PIERUCCI

BRIAN TIDWELL

MICHAEL TOWNS

CHARLES GOODWIN

KENNKETH LAMBRO

MOHAMMAD ASLAM

KRAIG WHITNEY
6/5/2023
6/5/2023
ACH
ACH
345.00
350.00
4,375.00
Submitted for Information:
____________________________________________
Edmund Suen, City Treasurer
ACH ON THIS REGISTER PROCESSED ON JUNE 5, 2023

9.1 Warrant Register Report FY 2022-2023-Number 35A - June 5, 2023

678

Foster City City CouncilJune 20, 2023

Foster City City Council
June 20, 2023