1 PROFESSIONAL SERVICES AGREEMENT
FOR
THE PREPARATION OF FOSTER CITY PARKS MASTER PLAN
This Agreement is made and entered into as of the 6th day of May 2024 (“Effective Date”) by and between the City of Foster City hereinafter called "CITY" and Wallace Roberts & Todd, LLC (WRT) hereinafter called "CONSULTANT".
RECITALS
This Agreement is entered into with reference to the following facts and circumstances:
WHEREAS, CITY desires to engage CONSULTANT to provide professional services in the CITY to prepare an Foster City Parks Master Plan (“Plan”); WHEREAS, CONSULTANT is qualified to provide such services to the CITY and; NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions hereinafter contained, the parties hereby agree as follows:
TERMS AND CONDITIONS
1. Services. The services to be performed by CONSULTANT under this Agreement shall include those services set forth in Exhibit A, which is, by this reference, incorporated herein and made a part hereof as though it were fully set forth herein.
Performance of the work specified in said Exhibit A is hereby made an obligation of CONSULTANT under this Agreement, subject to any changes that may be made subsequently hereto upon the mutual written agreement of the said parties.
Where in conflict, the terms of this Agreement supersede and prevail over any terms set forth in Exhibit A.
2. Term; Termination. (a) The term of this Agreement shall commence upon the date hereinabove written and shall expire upon completion of performance of services hereunder by CONSULTANT. (b) Notwithstanding the provisions of (a) above, CITY may with or without cause, direct CONSULTANT to suspend, delay or interrupt Services, in whole or in part, for such periods of time as CITY may determine in its sole discretion. (c) CITY may terminate performance of the Services under this Agreement in whole, or from time to time in part, for default, should CONSULTANT commit a material breach of this Agreement, or
2 part thereof, and not cure such breach within ten (10) calendar days of the date of CITY’s written notice to CONSULTANT demanding such cure, in which case CONSULTANT shall be liable to CITY for all loss, cost, expense, damage and liability resulting from such breach and termination. (d) CITY may terminate performance of the Services under this Agreement in whole, or from time to time in part, for convenience, whenever CITY determines that such termination is in CITY’s best interests, in which case CONSULTANT shall be entitled to recover its costs expended up to the termination date plus reasonable profit thereon to the termination date as this Agreement would otherwise provide, but may recover no other cost, damage or expense. CONSULTANT shall continue its work throughout the course of any dispute, and CONSULTANT’s failure to continue work during a dispute shall be a material breach of this Agreement.
3. Compensation; Expenses; Payment. CITY shall compensate CONSULTANT for all services performed by CONSULTANT hereunder flat rate of Four Hundred Nineteen Thousand Nine Hundred Forty-Nine Dollars and no cents ($419,949.00) as 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 Four Hundred Nineteen Thousand Nine Hundred Forty-Nine Dollars (419,949.00). Invoices for amounts in excess of Four Hundred Nineteen Thousand Nine Hundred Forty-Nine Dollars (419,949.00). shall not be paid unless the performance of services and/or reimbursement of costs and expenses in excess of said amounts have been approved in advance of performing such services or incurring such costs and expenses by the City Manager (for contracts less than $50,000) or City Council (for contracts $50,000 or more) evidenced by motion duly made and carried and a written contract amendment having been executed.
Compensation and reimbursement of costs and expenses hereunder shall be payable upon billing following completion of each Task identified in the SOW and any additional services authorized by the City Manager or their designee by CONSULTANT to CITY, which billing shall include an itemized statement, briefly describing by task and labor category or cost/expense items billed. Final payment will be made when Services for each task required under this Agreement have been completed to the reasonable satisfaction of CITY including, without limitation, CONSULTANT's transmittal of all deliverables to CITY required by EXHIBIT A.
CITY shall not incur any charges under this Agreement, nor shall any payments become due to CONSULTANT for any payment period on the Project, until CITY receives all deliverables associated with each identified task required under Exhibit A, SCOPE OF WORK, for the payment period 3 (if any) and reasonably accepts such deliverables as meeting the requirements of this Agreement.
In cases where CONSULTANT has partially completed one or more deliverables due during a payment period, and if CONSULTANT demonstrates diligent progress thereon, then CITY may make a partial progress payment based upon percentage completion of the partially completed deliverables and diligent progress but taking into account any adverse impacts upon CITY. CITY shall not be liable for, and CONSULTANT shall not be entitled to, any payment for Services performed before this Agreement's execution.
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 the City Manager (for contracts less than $50,000) or City Council (for contracts $50,000 or more) by motion duly made and carried. Such amendment to this Agreement shall include a description of the services to be performed thereunder, the maximum compensation and reimbursement of costs and expenses payable 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 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 consulting services similar to those to be performed by CONSULTANT hereunder under similar circumstances to that of CONSULTANT hereunder.
CONSULTANT represents that it has reviewed Exhibit A and that in its professional judgment the Services to be performed under this Agreement can be performed for a fee within the maximum amount set forth in the Compensation Schedule established in Exhibit A and within the times specified for each individual Project.
4 CONSULTANT represents that it possesses all necessary training, licenses and permits to perform the Services and that its performance of the Services will conform to the standards of practice of a professional having experience and expertise in performing professional services of like nature and complexity of the Services working on similar projects under similar circumstances to that of CONSULTANT under this Agreement.
The granting of any progress payment by CITY, or the receipt thereof by CONSULTANT, or any inspection, review, approval or oral statement by any representative of CITY or any other governmental entity, shall in no way waive or limit the obligations in this Paragraph 7 or lessen the liability of CONSULTANT for unsatisfactory Services, including but not limited to cases where the defective or below standard Services may not have been apparent or detected at the time of such payment, inspection, review or approval.
8. Documents. All documents, plans, drawings, renderings, and other papers, or copies thereof, as finally rendered, prepared by CONSULTANT pursuant to the terms of this Agreement (“Work Product”), shall, upon preparation and delivery to CITY, become the property of CITY. However, notwithstanding the foregoing, CONSULTANT shall retain all rights, titles, and interests, including but not limited to all ownership and intellectual property rights, in all inventions, improvements, discoveries, methodologies, models, formats, software, algorithms, processes, procedures, designs, specifications, findings, and other intellectual properties developed, gathered, compiled or produced by CONSULTANT prior to or independently of any of its Services under this Agreement (“Background IP”), including such Background IP that CONSULTANT may employ in the performance of this Agreement, or may incorporate into any part of the Work Product. CONSULTANT grants CITY an irrevocable, non- exclusive, transferable, royalty-free license in perpetuity to use, disclose, and derive from such Background IP, but only as an inseparable part of the Work Product. Third-party content that may be used or incorporated in the Work Product shall not become the property of CITY. CONSULTANT shall clearly identify in writing to CITY that portion of Background IP that is third- party content and shall secure all licenses necessary to any third-party content incorporated into CONSULTANT’s Work Product for CITY to utilize CONSULTANT’s Services and the Work Product for their intended purposes. CONSULTANT shall not be liable or responsible for any use, reuse, or modification of, or derivation from the Work Product without CONSULTANT’s written consent, other than for the purposes contemplated by CONSULTANT’s scope of work in this Agreement.
9. Relationship of Parties. CONSULTANT is an independent Contractor and does not act as City’s agent in any capacity, whatsoever. CONSULTANT is not entitled to any benefits that CITY provides to CITY employees, including, without limitation, worker’s compensation benefits or payments, 5 pension benefits, health benefits or insurance benefits. Terms within this Agreement regarding direction apply to and concern the result of the CONSULTANT’s provision of Services, not the means, methods, or scheduling of the CONSULTANT’s work. CONSULTANT shall be solely responsible for the means, methods, techniques, sequences and procedures with respect to its provision of Services under this Agreement.
CONSULTANT shall pay all payroll taxes imposed by any governmental entity and shall pay all other taxes not specifically identified in this Agreement as CITY’s responsibility.
10. Schedule. CONSULTANT shall adhere to the schedule set forth in Exhibit B; provided, that CITY shall grant reasonable extensions of time for the performance of such services occasioned by governmental reviews of CONSULTANT’s work product or other unavoidable delays; provided, further, that such unavoidable delay shall not include strikes, lockouts, work stoppages, or other labor disturbances conducted by, or on behalf of, CONSULTANT’s officers or employees.
CONSULTANT acknowledges the importance to CITY of CITY’s Project schedule and agrees to put forth its best professional efforts to perform its services under this Agreement in a manner consistent with that schedule.
11. Indemnity. To the fullest extent allowed by law, CONSULTANT hereby agrees to defend, indemnify, and save harmless CITY and Estero Municipal Improvement District, its Council, boards, commissions, officers, employees, directors, volunteers and agents, from and against any and all claims, suits, actions liability, loss, damage, expense, injury (including, without limitation, economic harm, injury to or death of any person, including an employee of CONSULTANT or its Subconsultants), cost (including, without limitation, costs and fees of litigation) of every nature, kind or description, at law or equity, which may be brought against, or suffered or sustained by, City of Foster City or Estero Municipal Improvement District, its Council, boards, commissions, officers, employees, directors, volunteers or agents to the extent caused by the negligence, recklessness, or willful misconduct of CONSULTANT, any Subconsultant of CONSULTANT, anyone directly or indirectly employed or retained by them, or anyone that they control. In the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the CONSULTANT shall meet and confer with other parties regarding unpaid defense costs.
6 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 to indemnify City of Foster 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. Prior to execution of this Agreement, CONSULTANT shall furnish to CITY Certificates of Insurance showing satisfactory proof that it maintains the insurance required by this Contract as set forth in EXHIBIT C, Insurance, which are attached and made a part of this Agreement.
CONSULTANT shall maintain all required insurance throughout the term of this Agreement and as otherwise provided in EXHIBIT C. In the event CONSULTANT fails to maintain any required insurance, and notwithstanding Paragraph 3 above, CITY may (but is not obligated to) purchase such insurance and deduct or retain premium amounts from any sums due CONSULTANT under this Agreement (or CONSULTANT shall promptly reimburse CITY for such expense).
CONSULTANT shall maintain insurance as required by this Agreement to the fullest amount allowed by law and shall maintain insurance for a minimum of five (5) years following completion of this project or service.
In the event CONSULTANT fails to obtain or maintain completed operations coverage as required by this Agreement, the CITY at its sole discretion may purchase the coverage required and the cost will be paid by CONSULTANT.
13. Workers’ Compensation. CONSULTANT certifies that he is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and CONSULTANT certifies that he will comply with such provisions before commencing the performance of the work of this agreement.
14. Non-Discrimination. The CONSULTANT will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. The CONSULTANT will take affirmative action to ensure that applicants are employed and the employees are treated during 7 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: Stefan Chatwin, City Manager
CONSULTANT: Wallace Roberts & Todd, LLC (WRT)
120 2nd Treet, 3rd Fl.
San Francisco, CA 94105
[email protected]
Attn: Peter Winch, Principal
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 deemed to have been executed in the County of San Mateo, California. The formation, interpretation and performance of this Agreement shall be governed by the laws of the State of California, excluding its conflict of laws rules. Any suit or action initiated by either party shall be brought in the County of San Mateo, California unless the parties agree otherwise in a written amendment to this Agreement. In the event of litigation between the parties hereto to enforce any provision of the Agreement, the unsuccessful party will pay the reasonable attorney’s fees and expenses of litigation of the successful party.
8 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 represents and warrants that it presently has no interest, and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of work and services required under this Agreement. Without limitation, CONSULTANT represents to and agrees with CITY that CONSULTANT has disclosed any potential conflict of interest, and will have no future conflict of interest, in providing CITY services hereunder, including but not limited to, any interest (financial, share ownership, shared management, shared directors, or reporting responsibilities) CONSULTANT may presently have, or will have in the future, with respect to any other person or entity (including but not limited to potential suppliers, vendors, consultants, contractors, or regulatory agency) which may have an interest in the subject matter of the Services.
22. Liability of CITY.
Except as provided in Exhibit A, Services to be Provided by CONSULTANT and Exhibit C, Insurance, CITY’s obligations under this Agreement shall be limited to the payment of the compensation provided for in Paragraphs 1, 3, and 4 of this Agreement,
Notwithstanding any other provision of this Agreement, in no event shall CITY be liable, regardless of whether any claim is based on contract, tort or otherwise, for any special, consequential, indirect or incidental damages, lost profits or revenue, arising out of or in connection with this Agreement, the Services, or the Project.
CITY shall not be responsible for any damage to persons or property as a result of the use, misuse or failure of any equipment used by CONSULTANT, or by any of its employees, even though such equipment be furnished, rented or loaned to CONSULTANT by CITY. The acceptance or use of such equipment by CONSULTANT or any of its employees shall be construed to mean that CONSULTANT accepts full responsibility for and shall exonerate, indemnify, defend and save harmless CITY from and against any and all claims for any damage or injury of any type, including attorneys’ fees, arising from the use, misuse or failure of such equipment, whether such damage be to the CONSULTANT, its employees, CITY employees or third parties, or to property belonging to any of the above. 9 Nothing in this Agreement shall constitute a waiver or limitation of any right or remedy, whether in equity or at law, which CITY or CONSULTANT may have under this Agreement or any applicable law. All rights and remedies of CITY or CONSULTANT, whether under this Agreement or other applicable law, shall be cumulative.
23. Waiver of Default. Waiver of any default by either party to this Agreement shall not be deemed to be waiver of any subsequent default. Waiver or breach of any provision of this Agreement shall not be deemed to be a waiver of any other or subsequent breach, and shall not be construed to be a modification of the terms of this Agreement unless this Agreement is modified as provided below.
24. Force Majeure. Except for defaults of subconsultants at any tier, CONSULTANT shall not be liable for any excess costs if the failure to perform the Agreement arises from causes beyond the control and without the fault or negligence of CONSULTANT, including without limitation failure to reasonably mitigate any adverse impacts (Force Majeure). Force Majeure events include, but are not limited to, the following:
Acts of God, fires, floods, earthquake, other natural disasters, epidemics and pandemics (other than COVID-19 or variants), abnormal weather conditions beyond the parameters otherwise set forth in this Article, nuclear accidents, strikes, lockouts, freight embargos, interruptions in service by a regulated utility, or governmental statutes or regulations enacted or imposed after the fact (together, “force majeure events”).
25. Entire Agreement. This Agreement, including Exhibits A, B, C, and D comprises the entire Agreement.
[Signatures on Next Page]
10 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:
Patrick Sullivan, Mayor
ATTEST:
Dated:
Priscilla Schaus, City Clerk
APPROVED AS TO FORM
Dated:
Benjamin Stock, City Attorney
CONSULTANT
Dated:
Peter Winch, Principal for
Wallace Roberts & Todd, LLC (WRT)
11 EXHIBIT A
SERVICES TO BE PROVIDED, PAYMENTS, PROJECTS AND
SCHEDULE, AND DELIVERABLES FOR
THE PREPARATION OF FOSTER CITY PARKS MASTER
PLAN
Scope of Work
A. Establish Plan Vision, Goals and Objectives
The WRT Team early in the process will engage with Staff, stakeholders, and community members to establish a long-term vision and goals for parks and recreation. This step of the plan process is vital for clarifying the City’s direction for action planning, decision-making, and resource allocation.
The vision, goals and objectives will:
1. Incorporate themes such as accessible, active, equity, inclusion, environmental stewardship, financial sustainability, operational efficiency, unique and distinctive.
2. Consider future trends and best practices for use of public spaces for recreation, health and wellness, and building community.
B. Existing Conditions Assessment and Facilities Study
1. WRT will review existing plans and policies which are relevant to the City’s Park system. This includes the City’s General Plan, Climate Action Plan, Recreation Center Boardwalk Master Plan, Goose Population Management Plan, Foster City’s Age Friendly City (AFC) Initiative Strategic Plan, previous work on Parks Master Plan.
2. WRT will compile an inventory and assessment of the 24 existing parks, athletic fields, and trails. The analysis will consider the capacity of each amenity (playgrounds, ball fields, sports courts, trails, natural areas, amenities, etc.) as well as their use, functionality, accessibility, condition, comfort, and convenience.
3. WRT will conduct meetings and/or interviews with City staff and other stakeholders to identify existing site challenges, desired improvements, opportunities for activation, and visioning for the parks and recreational spaces.
4. WRT will evaluate opportunities that exist in the City’s undeveloped parks and recreational spaces, including ways to activate the City’s lagoon and waterways that are adjacent to many of the City’s parks.
5. WRT will evaluate opportunities to leverage or connect with the school district, and other park and open space agencies.
12 6. WRT will map the City’s parks and open spaces by type; the equitable distribution of recreation amenities; flooding and sea-level impacts on the park system; 10-min walk access to parks and planned future development with GIS data provided by Foster City, paired with publicly accessible data.
C. Outreach and Public Participation
1.WRT will develop and coordinate a robust public participation plan that includes open houses, workshops, intercept events, pop-up kiosks, and online surveys. In coordination with the City, WRT will schedule public meetings with the community, focus groups and stakeholders to gather all information needed. WRT will recommend to the City the most effective way to reach as many people as possible including users and non-users of the existing parks and recreational areas. As a starting point, WRT proposes the following:
•Meetings with stakeholders, individually or in small groups (up to 3). Stakeholders should represent a cross-section of park users and residents; •Pop-up events early in the process to raise awareness of the planning effort and gather informal feedback on vision and values (up to 3); •Community workshops or open houses (two) that enable the planning team to share findings and relevant context and get input on priorities for the future parks, recreation and open space system.
2. In coordination with the City, WRT will administer a project website and other online engagement tools to share ideas with the community members and keep them apprised of project updates. We anticipate using the website to conduct online surveys at two points in the process, coinciding with the two community workshops.
3. WRT will prepare handouts, flyers, posters, press releases and other media for distribution including posting on the City’s website and social media.
4. WRT will consult will and provide recommendations to a Parks Master Plan Task Force that may be created by the City which may include representatives from a wide cross section of community groups and advisory committees, such as the Planning Commission, Parks and Recreation Committee, City staff, and key stakeholder groups. The group will serve as a sounding board to vet options and strategies based on their inherent community knowledge and work as project ambassadors who will provide updates to their constituents and promote public participation. We propose 4 presentations to the Task Force.
5. WRT will conduct formal presentations to up to four meetings total of the City Council, and Parks and Recreation Committee, in addition to providing support for written staff reports and other important written documents.
13 D. Needs Assessment
1. WRT in coordination with PROS Consulting will perform a comparative analysis of the Parks System with the surrounding Cities of San Mateo, Belmont, San Carlos, Burlingame including similar sized cities in the Bay Area (up to 5 total) and recommend any improvement opportunity to industry standards and trends.
2. The Consultant team will analyze the Park System usage, needs, desires, and interests of the community today and 20 years from today based on anticipated demographic, economic, and sociologic changes. General Plan growth projections and level of service standards will provide some of the framework for this analysis. The analysis of park usage, needs, and desires will include the following:
•WRT in coordination with PROS Consulting will prepare a summary of demographics and recreation demand in Foster City, using ESRI population data and projections and recreation trend data aggregated at the national and regional level by the National Recreation and Parks Association (NRPA) and others.
•WRT, with input from PROS, will use growth projections based on the General Plan and data from the parks inventory and mapping to calculate level of service in terms of acreage and access.
•WRT in coordination with ETC Institute will develop and administer a City-wide community needs assessment survey with a return rate that accurately represents a sampling of the community population to identify community needs and issue on the city’s facilities, programs, and services. The community in this sense are the Foster City residents however, we value the stakeholders and resources that surround the city and fall within the School District area. This survey will be used as a baseline to determine needs, desires, and willingness to pay.
•WRT in coordination with PROS Consulting will work with the City to summarize recreational programming and participation, and create a framework for defining core service areas, classifying services, and considering pricing. •WRT in coordination with PROS Consulting will work with the City to understand parks maintenance and operations in regards to department staffing and service levels. •WRT will conduct a park usage study using data provided by the City through Placer.ai.
This will deploy analytics technology for determining and assessing foot traffic to various parks which may be used in assessing usage by the community.
3. WRT will identify emerging trends and needs from national and regional studies, regional collaborations, and stakeholder input to ensure parks and recreational spaces meet current and future needs of the community while exploring ways to activate them fully.
4. WRT will seek opportunities to enhance inclusion at existing and new amenities.
5. WRT in coordination with PROS Consulting will evaluate the City’s Park System including various amenities, facilities and sports fields and provide comparative analysis with similar cities in terms of the fee and charges schedule, how they are managed and operated and look for improvement opportunities to meet industry standards and trends. 14 E. Recommendations
1. WRT will document goals and criteria for evaluating and prioritizing recommended projects to achieve stated goals.
2. WRT will identify and prioritize modifications to existing parks, sports fields, and other City maintained open spaces, incorporating the existing conditions and the costs of all recommended modifications. WRT will identify and prioritize implementation of new projects in existing park spaces. At some parks maintenance and lifecycle replacement may be sufficient. At others, WRT will define recommended physical improvements at a summary level. WRT will illustrate conceptual park improvements at up to (8) eight park sites.
3. WRT will identify and prioritize opportunities for acquisition and/or development of new park spaces.
4. WRT in coordination with PROS Consulting will identify new or recommended changes to citywide or specific park and field policies.
5. WRT in coordination with PROS Consulting will provide programming and cost recovery recommendations based on the program offerings and pricing model of Foster City, nearby service providers and other cities.
6. WRT in coordination with PROS Consulting will create recommendations for addressing operations, staffing, and maintenance needs to support implementation of this Plan.
See Task F with regard to implementation.
F. Implementation
1. WRT will establish a detailed, prioritized implementation plan that will achieve the Plan’s goal and vision for the City.
2. WRT in coordination with Mack 5 will provide rough order-of-magnitude estimates of capital costs; WRT in coordination with PROS Consulting will augment this with the total cost of ownership perspective, indicating annual costs (capital, operating, maintenance, and replacement) and funding sources.
G. Draft and Final Master Plan
WRT will submit an administrative draft report, public review draft and final parks master plan which summarizes the findings and conclusions. The master plan document will bring together the foundation of relevant analysis; what we learn from the community; the needs assessment; goals and recommendations; proposed park-by-park improvements, and a prioritized program with estimated costs.
15 H. Project Management
1. The Consultant Team will conduct an onsite kick-off meeting with City staff to establish objectives for the project, including confirming roles and responsibilities, finalizing the project methodology, scope of services, timeline, format, and content of deliverables. The kickoff meeting will be combined with a tour of selected parks led by City Staff representing a range of perspectives (maintenance, recreational programming, capital planning.)
2. WRT will have regular meetings (biweekly, unless not needed) with City Staff to ensure coordination and keep the project on schedule.
3. WRT will undertake team coordination, budget management, work plan, invoices, and progress reports.
Deliverables
Work products will include the following:
A. A timeline with milestones for completion of the Plan.
B. Periodic status reports to the City and presentations before City Council and the Parks and Recreation Committee (up to 4).
C. Community questionnaires and surveys administered online and through various outreach media (2).
D.Digital project materials to be posted on the Project website which will be created and maintained by the City, and other flyers or outreach material (WRT will provide digital files).
E.Two (2) public workshops or open houses, and three (3) intercept activities including all the necessary materials.
F. Technical reports which include information on existing conditions, needs assessments and other analysis.
G. Digital copies of the Master Plan Administrative Draft, Final Draft incorporating all revisions and of the Final Plan.
END OF EXHIBIT A
16 EXHIBIT B
CONSULTANT’S FEE
Table 1. Rates for WRT and each subconsultant, while authoring the Plan, for Foster City, CA are as follows:
For those additional services or tasks that are not specifically identified in Tasks A thru H, the Consultant shall first obtain written approval from the City Manager or their designee prior to commencement of the work. For additional tasks that can be completed remotely from an office (i.e. writing or additional review of literature or data) the CITY will be billed only for hours expended during completion of the requested tasks. For additional field work tasks, those may be billed by the day, or by the half day, and/or bill for travel time.
To determine hourly rates for remote/office-based tasks, Consultant shall divide the daily rate identified above by 8 hours/day. For example, Daily Rate for PM = $1426. $1426/8hrs = $178.25/hr
Foster City Parks Master Plan
WRT Fee
Task Description WRT
PROS
Consulting BKF RMA Mack5 ETC Group 4 Total Cost
A Establish Vision, Goals and Objectives 8,295$ -$ -$ -$ -$ -$ -$ 8,295$ B Existing Conditions Assessment and Facilities Study 45,085$ 3,740$ -$ 14,100$ -$ -$ -$ 62,925$ C Outreach and Public Participation 90,300$ -$ -$ -$ -$ -$ -$ 90,300$ D Needs Assessment 20,955$ 27,180$ -$ -$ -$ 13,500$ -$ 61,635$ E Recommendations 57,635$ 8,560$ -$ 5,100$ -$ -$ -$ 71,295$ F Implementation 13,245$ 4,800$ -$ -$ 16,960$ -$ -$ 35,005$ G Draft and Final Master Plan 39,270$ -$ -$ -$ -$ -$ -$ 39,270$ H Project Management -$ -$ -$ -$ -$ -$ -$ -$ Subtotal Labor 300,065$ 50,680$ -$ 20,200$ 19,504$ 13,500$ -$ 403,949$ Direct Costs 11,500$ 4,500$ -$ -$ -$ -$ -$ 16,000$ Total 311,565$ 55,180$ -$ 20,200$ 19,504$ 13,500$ -$ 419,949$ 17 18
Project Payment Schedule
The CITY will be invoiced by the Consultant on a monthly basis, and deliverables will be submitted to the CITY by the Consultant upon completion of each task or milestone as identified in the agreement. Upon receipt of the monthly invoice from the Consultant, the CITY will issue payment to the Consultant for services rendered within 30 days.
If additional services beyond the level of effort and associated costs identified within Exhibit B are necessary to complete any task or are requested by the CITY, the CITY will be invoiced by the Consultant monthly for those additional services. The CITY will provide payment for these additional services within 30 days of receiving each monthly invoice from the Consultant.
19 EXHIBIT C
INSURANCE FORMS
CONSULTANT shall provide, in addition to the Certificates of Insurance, original Endorsement affecting the coverages specified in herein on the attached form. No substitute form will be accepted.
This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated May 6, 2024 by and between Wallace Roberts & Todd, LLC, hereinafter referred to as "Consultant”, and the City of Foster City, hereinafter referred to as "City", providing for professional services.
1. Consultant's Duty to Show Proof of Insurance. Consultant, in order to protect City and its Council members, officials, agents, officers, and employees against all claims and liability for death, injury, loss and damage as a result of Consultant's acts, errors, or omissions in connection with the performance of Consultant's obligations, as required in this Agreement, shall secure and maintain insurance as described below. Consultant shall not perform any work under this Agreement until Consultant has obtained all insurance required under this section and the required certificates of insurance and all required endorsements have been filed with the City's authorized insurance representative, insurance Tracking Services Inc. (ITS). Receipt of evidence of insurance that does not comply with all applicable insurance requirements shall not constitute a waiver of the insurance requirements set forth herein. The required documents must be signed by the authorized representative of the insurance company shown on the certificate. Upon request, Consultant shall supply proof that such person is an authorized representative thereof, and is authorized to bind the named underwriter(s) and their company to the coverage, limits and termination provisions shown thereon, Consultant shall promptly deliver to ITS a certificate of insurance, and all required endorsements, with respect to each renewal policy, as necessary to demonstrate the maintenance of the required insurance coverage for the term specified herein. Such certificates and endorsements shall be delivered to ITS prior to the expiration date of any policy and bear a notation evidencing payment of the premium thereof if so requested. Consultant shall immediately pay any deductibles and self-insured retentions under all required insurance policies upon the submission of any claim by Consultant or City as an additional insured.
1.1 Insurance Requirements
☒ Commercial General Liability Insurance
Commercial General Liability Insurance including, but not limited to, Contractual Liability Insurance (specifically concerning the indemnity provisions of this Agreement with the City ), Products-Completed Operations Hazard, liability for slander, false arrest and invasion of privacy arising out of professional services rendered hereunder, Personal Injury (including bodily injury and death), and Property Damage for liability arising out of Consultant's performance of services under this Agreement. The Commercial General Liability insurance shall contain no exclusions or limitation for independent contractors working on the behalf of the named insured. Consultant shall maintain the Products-Completed Operations Hazard coverage for the longest period allowed by law following termination of this Agreement. The amount of said insurance coverage required by this Agreement shall be the policy limits, which shall be at least two million dollars ($2,000,000) each occurrence and four million dollars ($4,000,000) aggregate.
*Please note, the City will require a separate additional insured endorsement for the Commercial General Liability policy, listing the “City of Foster City, its Council members, officials, agents, officers, and employees”.
20 DocuSign Envelope ID: 3A6763B6-6698-4937-A4C2-DA471C00637C ☒ Business Automobile Liability Insurance
Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering any vehicle and/or all owned, leased, hired and non-owned vehicles used in the performance of Services pursuant to this Agreement with coverage equal to the policy limits, which shall be at least one million dollars ($1,000,000) each occurrence. ☒ Workers' Compensation Insurance
Consultant shall submit written proof that Consultant is insured against liability for workers' compensation in accordance with the provisions of section 3700 of the California Labor Code. Consultant shall require any Subconsultants to provide workers' compensation for all of the Subconsultants' employees, unless the Subconsultants' employees are covered by the insurance afforded by Consultant. If any class of employees engaged in work or services performed under this Agreement is not covered by California Labor Code section 3700, Consultant shall provide and/or require each Subconsultant to provide adequate insurance for the coverage of employees not otherwise covered. Consultant shall also maintain employer's liability insurance with limits of one million dollars ($1,000,000) for bodily injury or disease. ☒ Professional Liability Insurance
Professional Liability (Errors and Omissions) Insurance, for liability arising out of, or in connection with, all negligent acts, errors or omissions in connection with services to be provided under this Agreement, with no exclusion for claims of one insured against another insured, with coverage equal to the policy limits, which shall not be less than five million dollars ($5,000,000) per occurrence and five million dollars ($5,000,000) aggregate.
1.2 Self-Insured Retention
Any self-insured retentions in excess of $100,000 must be declared on the Certificate of insurance or other documentation provided to City and must be approved by the City Risk Manager.
1.3 Claims-Made Basis Coverage
If any of the insurance coverages required under this Agreement is written on a claims-made basis, Consultant, at Consultant's option, shall either (i) maintain said coverage for at least five (5) years following the termination of this Agreement with coverage extending back to the effective date of this Agreement; (ii) purchase an extended reporting period of not less than five (5) years following the termination of this Agreement; or (iii) acquire a full prior acts provision on any renewal or replacement policy.
2. City as Additional Insured
On Consultant's Commercial General Liability and Automobile policies, the City, its Council members, officers, directors, agents, employees, and volunteers, shall be named as additional insured's, but only with respect to liability arising out of the activities of the named insured. Any endorsement shall be provided using one of the following three options: (i) on ISO form CG 20 10 1 1 85; or (ii) on ISO form CG 20 37 10 01 plus either ISO form CG 20 10 10 01 or CG 20 33 10 01; or (iii) on such other forms which provide coverage at least equal to or better than form CG 20 10 1 1 85.
3. Insurance terms and conditions:
3.1 Cancellation of Insurance
The above stated insurance coverages required to be maintained by Consultant shall be maintained until the completion of all of Consultant's obligations under this Agreement except as otherwise indicated herein. Each insurance policy supplied by Consultant shall not be suspended, voided, cancelled or reduced in coverage or in limits except after ten (10) days written notice by Consultant in the case of non-payment of premiums, or thirty (30) days written notice in all other cases. This notice requirement does not waive the insurance 21 DocuSign Envelope ID: 3A6763B6-6698-4937-A4C2-DA471C00637C requirements stated herein. Consultant shall immediately obtain replacement coverage for any insurance policy that is terminated, canceled, non- renewed, or whose policy limits have been exhausted or upon insolvency of the insurer that issued the policy.
3.2 All insurance shall be issued by a company or companies admitted to do business in California and listed in the current "Best's Key Rating Guide" publication with a minimum rating of A-; VII Any exception to these requirements must be approved by the City Risk Manager.
3.3 If Consultant is, or becomes during the term of this Agreement, self-insured or a member of a self- insurance pool, Consultant shall provide coverage equivalent to the insurance coverages and endorsements required above. The City will not accept such coverage unless the City determines, in its sole discretion and by written acceptance, that the coverage proposed to be provided by Consultant is equivalent to the above- required coverages.
3.4 For any claims related to the Agreement, the Consultant’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City , its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City , its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.
3.5 Insurance coverages in the minimum amounts set forth herein shall not be construed to relieve Consultant for any liability, whether within, outside, or in excess of such coverage, and regardless of solvency or insolvency of the insurer that issues the coverage; nor shall it preclude the City from taking such other actions as are available to it under any other provision of this Agreement or otherwise in law.
3.6 Failure by Consultant to maintain all such insurance in effect at all times required by this Agreement shall be a material breach of this Agreement by Consultant. City , at its sole option, may terminate this Agreement and obtain damages from Consultant resulting from said breach. Alternatively, City may purchase such required insurance coverage, and without further notice to Consultant, City shall deduct from sums due to Consultant any premiums and associated costs advanced or paid by City for such insurance. If the balance of monies obligated to Consultant pursuant to this Agreement are insufficient to reimburse City for the premiums and any associated costs, Consultant agrees to reimburse City for the premiums and pay for all costs associated with the purchase of said insurance. Any failure by City to take this alternative action shall not relieve Consultant of its obligation to obtain and maintain the insurance coverages required by this Agreement.
3.7 Should any of the required insurance (other than errors and omissions insurance) be provided under a form of coverage that includes a general annual aggregate limit or provides that claims investigation or legal defenses costs be included in such general aggregate limit, such general annual aggregate limit shall be double the occurrence or claims limit specified above.
3.8 City may (but is under no obligation to) secure project-specific insurance, wrap-up insurance, or administer an owner controlled insurance program ("OCIP"), in which case Consultant and its subconsultants shall communicate this fact to their insurance carriers and request that the risk of this project be excluded from their practice policies. Consultant's fees under this Agreement (and the fee of its subconsultants under subconsultant agreements) shall be reduced by the amount of insurance premiums that may be avoided by Consultant and its subconsultants by virtue of the City's obtaining the project-specific insurance, wrap-up insurance or administering an OCIP, and the exclusion of this project from coverage of Consultant's and subconsultants policies. Construction Manager and its subconsultants shall afford City access to their books and records and cooperate with City in verifying the amount of savings realized.
ATTACHED
1. Insurance Coverage Form
22 DocuSign Envelope ID: 3A6763B6-6698-4937-A4C2-DA471C00637C
EXHIBIT C
This INSURANCE COVERAGE FORM modifies or documents insurance provided under the following:
Named Insured: Effective Work Date(s):
Description of Work/Locations/Vehicles:
ADDITIONAL INSURED: City of Foster City/Estero Municipal Improvement District (CITY) 610 Foster City Boulevard, Foster City, CA 94404
Attention:
Contract Administrator
Endorsement and Certificates of Insurance Required
The Additional Insured, its elected or appointed officers, officials, employees and volunteers are included as insureds with regard to damages and defense of claims arising from: (Check all that apply)
Insurer Policy
No.
General Liability: (a) activities performed by or on behalf of the Named Insured, (b) products and completed operations of the Named Insured, (c) premises owned, leased occupied or used by the Named Insured, and/or (d) permits issued for operations performed by the Named Insured. {Note: MEETS OR EXCEEDS ISO Form # CG 20 10 11 85}
Auto Liability: the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Named Insured, regardless of whether liability is attributable to the Named Insured or a combination of the Named Insured and the Additional Insured, its elected or appointed officers, officials, employees or volunteers.
Other:
Certificates of Insurance Required (no endorsement needed) (Check all that apply)
Insurer Policy
No.
Workers Compensation: work performed by employees of the Named Insured while those employees are engaged in work under the simultaneous directions and control of the Named Insured and the Additional Insured.
Professional Liability:
PRIMARY/NON-CONTRIBUTORY: This insurance is primary and is not additional to or contributing with any other insurance carried by or for the benefit of Additional Insureds.
SEVERABILITY OF INTEREST: The insurance afforded by this policy applies separately to each insured who is seeking coverage or against whom a claim is made or a suit is brought, except with respect to the insurer’s limit of liability.
PROVISIONS REGARDING THE INSURED'S DUTIES AFTER ACCIDENT OR LOSS: Any failure to comply with reporting provisions of the policy shall not affect coverage provided to the Additional Insured, its elected or appointed officers, officials, employees, or volunteers.
CANCELLATION NOTICE. The insurance afforded by this policy shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days' prior written notice (ten (10) days if canceled due to non-payment) by regular mail return receipt requested has been given to the Additional Insured. Such notice shall be addressed as shown above.
WAIVER OF SUBROGATION: The insurer(s) named above agree to waive all rights of subrogation against the CITY, its elected or appointed officers, officials, agents, volunteers and employees for losses paid under the terms of this policy which arise from work performed by the Named Insured for the CITY.
Nothing herein contained shall vary, alter or extend any provision or condition of the Policy other than as above stated.
SIGNATURE OF INSURER OR AUTHORIZED REPRESENTATIVE OF THE INSURER I, (print/type name), warrant that I have authority to bind the above-named insurance company and by my signature hereon do so bind this company.
SIGNATURE OF AUTHORIZED REPRESENTATIVE (original signature required) 23 DocuSign Envelope ID: 3A6763B6-6698-4937-A4C2-DA471C00637C ORGANIZATION: TITLE:
ADDRESS:
TELEPHONE: ( ) DATE ISSUED:
24 DocuSign Envelope ID: 3A6763B6-6698-4937-A4C2-DA471C00637C
EXHIBIT D
COVID-19 AMENDMENT/ATTACHMENT
(Consulting Agreement Form)
This COVID-19 Amendment/Attachment amends the Agreement between the City of Foster City (“City”) and Wallace Roberts & Todd, LLC (“Consultant”) dated May 6, 2024
1. Definitions
A. The 2019 novel coronavirus and the disease it causes are collectively referred to herein as “COVID-19”.
B. A “COVID-19 Condition” is something attributable to COVID-19 not caused by the Consultant (which for purposes herein includes all subconsultants) and beyond its reasonable control including but not limited to COVID-19 Proclamations and supply chain disruptions due to COVID-19, and other circumstances concerning COVID-19 not caused by the Consultant and which are beyond its reasonable control.
C. A “COVID-19 Proclamation” includes but is not limited to orders, directives and guidance concerning COVID-19 that have been issued, and which may be issued from time to time, by public agencies or regulatory bodies, the CDC or OSHA or Cal/OSHA, including without limitation the Cal/OSHA COVID-19 Prevention Emergency Temporary Standards. Consultant acknowledges that those orders, directives and guidance may require the Project to shut down or otherwise increase the Consultant’s cost or time of performance by calling for things such as social distancing and the use of personal protective equipment. In the event of conflicting COVID-19 Proclamations, the Consultant shall follow the most applicable, restrictive and newest COVID-19 Proclamations.
D. An “Unknown COVID-19 Condition” is a COVID-19 Condition the Consultant did not know about, and reasonably should not have known about, as of the date the Consultant submitted its proposal.
The requirements contained in COVID-19 Proclamations issued before submission of a proposal are not Unknown COVID-19 Conditions, and the Consultant will be deemed to have knowledge of those requirements.
E. An “Unknown COVID-19 Cost” is a cost that: (i) is solely attributable to an Unknown COVID- 19 Condition; (ii) is reasonable and unavoidable under the circumstances; (iii) is not the result of the Consultant’s failure to comply with the contract documents or a COVID-19 Proclamation; and (iv) is not the result of a subconsultants failure to comply with a COVID-19 Proclamation in connection with the performance of the Services.
2. COVID-19 Conditions and Proposal. Consultant is expected to know and is deemed to have known about COVID-19 Conditions when it submits its proposal, and COVID-19 Conditions must be accounted for in the Consultant’s price and schedule. In order to be entitled to any relief from a COVID- 19 Condition, the Consultant must demonstrate that the issue, cost or delay is due to an Unknown COVID-19 Condition.
3. Compliance with COVID-19 Proclamations.
A. Consultant shall comply with COVID-19 Proclamations in the performance of the Services, irrespective of when the COVID-19 Proclamations are issued, and as they pertains to performance of 25 DocuSign Envelope ID: 3A6763B6-6698-4937-A4C2-DA471C00637C the Services. The cost of such compliance is non-compensable, except as otherwise expressly stated herein.
B. Consultant is responsible to ensure that its subconsultants and suppliers comply with COVID- 19 Proclamations at all times in connection with the performance of their Services.
4. Delay. The Consultant is entitled to a reasonable time extension for an Unknown COVID-19 Condition. Such time extension is non-compensable.
5. City Directed Suspension. The City may suspend Services due to COVID-19 health concerns, even though the Consultant may be allowed to proceed with the Services based on COVID-19 Proclamations.
The City may suspend the Services for its convenience. The Consultant is entitled to a time extension for a City Directed Suspension, and the contract amount will be equitably adjusted if and to the extent Consultant incurs increased costs that are Unknown COVID-19 Costs.
6. Compensation for COVID-19 Costs. City will reimburse the Consultant for Unknown COVID-19 Costs that are not included in the schedule of values.
7. Safe Work Practices. Consultant shall implement safe work practices recommended by CDC or OSHA or Cal/OSHA, which may include, inter alia, screening all employees, subconsultants, or others (“worker(s)”) at all locations where Services are performed for signs and symptoms of COVID-19; adopting staggered work schedules, e.g., providing alternating workdays or extra shifts, to reduce the total number of employees on a site at any given time and to ensure physical distancing; identifying choke points where workers are forced to stand together, such as hallways and elevators, ingress and egress points, break areas, and buses, and implement policies to maintain social distancing; coordinating deliveries in line with the employer's minimal contact and cleaning protocols; and instituting a rigorous housekeeping program to reduce dust levels at all exterior locations. Consultant remains fully responsible for following and complying with changes to recommended safe work practices from time to time.
8. Monitoring and Reporting. City may require the Consultant to actively monitor the health of its workers through temperature checks and questionnaires of major COVID-19 symptoms, including but not limited to cough, fever above 100.4 degrees Fahrenheit and shortness of breath. Consultant shall immediately report to City any outbreaks of COVID-19 among its workers. The Consultant shall not knowingly allow any worker who has tested positive with COVID-19 to enter a City building. In the event of an outbreak or an exposure to COVID-19, the City may impose appropriate mitigation strategies which may be in consultation with the public health officer.
9. Conflicts. In the event of an inconsistency between this COVID-19 Amendment and the Agreement, this Addendum shall control.
[Signatures on Next Page]
26 DocuSign Envelope ID: 3A6763B6-6698-4937-A4C2-DA471C00637C IN WITNESS WHEREOF, the City and Consultant have executed this Covid-19 Amendment as of the date set forth above.
CONSULTANT: CITY:
Signature Signature
Peter Winch Stefan Chatwin
Principal City Manager