Agenda packet — Foster City City Council, June 17, 2024 (part 1 of 2)

CITY OF FOSTER CITY/
ESTERO MUNICIPAL IMPROVEMENT DISTRICT
FOSTER CITY COUNCIL CHAMBERS
620 FOSTER CITY BOULEVARD
FOSTER CITY, CALIFORNIA
MEMBERS OF THE PUBLIC THAT WISH TO ATTEND AND/OR PARTICIPATE IN A MEETING MAY DO SO IN PERSON OR BY JOINING THE ZOOM MEETING HTTPS://FOSTERCITY ORG.ZOOM.US/J/82592136594 PUBLIC COMMENTS WILL BE ACCEPTED BOTH IN PERSON AND VIA ZOOM MEETING. ANY EMAILS SENT TO [email protected] WILL BE PROVIDED TO THE CITY COUNCIL PRIOR TO THE MEETING.

To Attend the Meeting in Person:

Location: 620 Foster City Blvd, Foster City, California, 94404 To Provide Public Comment in Person:

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

To Observe the Meeting via Teleconference/Video Conference:

To access the meeting by computer / smartphone, go to: https://fostercityorg.zoom.us/j/82592136594 To dialin via phone:
16694449171 or
14086380968
And enter Webinar ID: 825 9213 6594
To Participate in the Meeting by Providing Public Comment via Teleconference/Video Conference:

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

Before the Meeting: Written public comments for the record may be submitted in advance by 4:00 p.m. the day of the meeting by email to: [email protected] and will be made part of the written record but will not be read verbally at the meeting. Written public comments submitted by email should adhere to the following:

Clearly indicate the Agenda Item No. or specify “Public” in the Subject Line for items not on the agenda Include the submitter’s full name (Recommended but not required) Written public comments received by 4:00 p.m. the day of the meeting will be provided in their entirety to the City Council prior to the meeting and will be made part of the written record but will not be read verbally at the meeting.

Written public comments will be posted to the City’s website for review prior to the meeting.

AGENDA
Monday, June 17, 2024 6:30 PM
REGULAR MEETING AS CITY COUNCIL/EMID BOARD OF

DIRECTORS

1. CALL TO ORDER

2. PLEDGE OF ALLEGIANCE

3. ROLL CALL
Councilmembers/ex officio EMID Directors Jon Froomin, Sam Hindi, Stacy Jimenez, Art Kiesel, and Mayor/President Patrick Sullivan

4. SPECIAL PRESENTATIONS

4.1. Special Presentation Recognizing Foster City Little League AllStars 2024:

Juniors, 12's AllStars, 11's AllStars, and Minors Super Bowl

4.2. A Proclamation Recognizing and Observing Juneteenth

4.3. A Proclamation Declaring the Week of June 1622,2024 as “National Mosquito Control Awareness Week”

4.4. A Proclamation Declaring the Month of July as “Parks and Recreation Month”

5. PUBLIC
Government Code Section 54954.2 E (3) precludes the City Council from discussing or acting upon any topic initially presented during the “Public” portion of the agenda.

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

6. CITY/EMID CONSENT CALENDAR
All matters listed under Consent Calendar are considered to be routine by the City Council/EMID Board of Directors and will be enacted by one motion unless removed by a member of the Council/Board, staff, or public. There will be no separate discussion on these items unless a citizen or a Council/Board member so requests.

This section includes minutes, ordinances for adoption, resolutions for adoption, and other business as needed. If discussion is required, that item will be removed from the Consent Calendar and will be considered separately after approval of the remaining items on the Consent Calendar. Vote may be by roll call.

6.1. City/EMID Regular Meeting Minutes of June 3, 2024

6.2. An Uncodified Ordinance of the City of Foster City Establishing New Fees for Sidewalk Vending Permit and Fines, NonResident Park Rental Fees, and Revising the Existing Park Cancellation Fee and Finding the Ordinance Exempt from the California Environmental Quality Act (CEQA) Pursuant to CEQA Guideline Section 15061(b)(3) (First Reading on June 3, 2024) a) Adopt Ordinance

6.3. A Resolution of the City Council of the City of Foster City Authorizing the Mayor to Sign a School Crossing Guard Agreement with the San Mateo– Foster City School District for the 20242025 School Year a) Staff Report
b) Adopt Resolution

6.4. A Resolution of the City Council of the City of Foster City Authorizing the Mayor to Execute an Agreement with Opengov Inc. in an Amount Not to Exceed $272,386.42 for a 3Year Subscription to the Cartegraph Asset Management Software
a) Staff Report
b) Adopt Resolution

6.5. A Resolution of the City Council of the City of Foster City Approving an Amendment to the June 2022 Agreement With Granicus, LLC to Renew the City’s Subscription for the Primegov Agenda and Meeting Video Management Software Through June 14, 2025 in an Amount Not to Exceed $26,433.55, and Authorizing the City Manager to Sign the Current and Future Renewal Amendments to the Original Agreement
a) Staff Report
b) Adopt Resolution

6.6. A Resolution of the City Council of the City of Foster City Authorizing a Request to the Metropolitan Transportation Commission for the Allocation of Fiscal Year 20242025 Transportation Development Act Article 3 Pedestrian/bicycle Project Funding and Finding This Resolution Exempt from the California Environmental Quality Act (CEQA) Pursuant to Guidelines Section 15378 (B)
a) Staff Report
b) Adopt Resolution

6.7. a) A Resolution of the City Council of the City of Foster City Adopting an Updated Investment Policy Dated June 17, 2024; and
b) A Resolution of the Board of Directors of the Estero Municipal Improvement District (District) Adopting an Updated Investment Policy Dated June 17, 2024
c) Staff Report
d) Adopt Resolutions

6.8. A Resolution of the Board of Directors of the Estero Municipal Improvement District Awarding an Agreement to Erler & Kalinowski, Inc., in an Amount Not toexceed $200,000, to Provide Project Management Assistance for the Wastewater Treatment Plant Master Plan Improvements Project (CIP 455 652) (Clean Water Program) CEQA Status: Project Exempt Under the California Environmental Quality Act Pursuant to CEQA Guidelines Section 15061(B)(3)
a) Staff Report
b) Adopt Resolution

6.9. Cancel the July 1, 2024 Regular Meeting of the City Council/EMID Board of Directors of the City of Foster City/EsteroMunicipal Improvement District

7. REPORTS

7.1. Report on Recreation Center Funding Decisions Including Feasibility of a Bond Measure for the November 5, 2024 General Election to Fund the Recreation Center Rebuild Project (CIP 301678)
a) Staff Report
b) Action By Minute Order, Receive and Accept Report and Provide Policy Direction on Next Steps

8. RESOLUTIONS FOR ADOPTION

8.1. Consideration of Approving the Fiscal Year 202425 Final City/District Budget
a) Staff Report
b) Action – A Resolution of the City Council of the City of Foster City Approving the Fiscal Year 202425 City Budget
c) Action – A Resolution of the Board of Directors of the Estero Municipal Improvement District Approving the Fiscal Year 202425 District Budget

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

9. COMMUNICATIONS

9.1. City/District Warrants of Demands were Processed and Issued on May 29, 2024
a) Information Item Only
b) No Action Required

10. CITY/DISTRICT MANAGER REPORTS, COUNCIL/BOARD STATEMENTS AND REQUESTS, AND COUNCIL LIAISON REPORTS
City/District Manager and Council/EMID Board Members report on their various assignments and liaison roles and Council/EMID Board requests for scheduling future items.

11. CLOSED SESSION

11.1. Conference With Legal Counsel – Anticipated Litigation Significant exposure to litigation pursuant to paragraph (2) of subdivision (d) and paragraph (1) of subdivision (e) of Section 54956.9: (Two potential cases)

11.2. Public Employee Performance Evaluation (Government Code 54957) Title: City Manager

11.3. Report Out from Closed Session

12. ADJOURNMENT
The public is invited to attend.

Any attendee wishing special accommodations at the meeting should contact the City Clerk’s Department at (650) 2863250 or [email protected] at least 48 hours in advance of the meeting. The City has a procedure for receiving and swiftly resolving requests for reasonable accommodation for individuals with disabilities, consistent with the federal Americans with Disabilities Act of 1990 (42 U.S.C. Sec. 12132), and resolving any doubt in favor of accessibility.

That procedure for receiving and resolving requests for accommodation is available at the City Clerk’s Office. All meetings are conducted in a manner consistent with applicable civil rights and nondiscrimination laws.

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

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

LIVE every 1st and 3rd Monday of the month
REPLAY next day at 1:00 pm (that week only)
REPLAY Saturday at 5:00 pm (only on Saturday the week the actual meeting occurs) City Council meetings on https://www.fostercity.org/community/page/fctvlivestream:

STREAMED LIVE every 1st and 3rd Monday of the month
City Council meetings ondemand:
https://www.fostercity.org/agendasandminutes

1 CITY OF FOSTER CITY/
ESTERO MUNICIPAL IMPROVEMENT DISTRICT
FOSTER CITY COUNCIL CHAMBERS
620 FOSTER CITY BOULEVARD
FOSTER CITY, CALIFORNIA
MEMBERS OF THE PUBLIC THAT WISH TO ATTEND AND/OR PARTICIPATE IN A MEETING MAY DO SO IN PERSON OR BY JOINING THE ZOOM MEETING HTTPS://FOSTERCITY ORG.ZOOM.US/J/82592136594 PUBLIC COMMENTS WILL BE ACCEPTED BOTH IN PERSON AND VIA ZOOM MEETING. ANY EMAILS SENT TO [email protected] WILL BE PROVIDED TO THE CITY COUNCIL PRIOR TO THE MEETING.

To Attend the Meeting in Person:

Location: 620 Foster City Blvd, Foster City, California, 94404 To Provide Public Comment in Person:

To Observe the Meeting via Teleconference/Video Conference:

Written public comments will be posted to the City’s website for review prior to the meeting.

AGENDA
Monday, June 17, 2024 6:30 PM
REGULAR MEETING AS CITY COUNCIL/EMID BOARD OF

DIRECTORS

1. CALL TO ORDER

2. PLEDGE OF ALLEGIANCE

3. ROLL CALL
Councilmembers/ex officio EMID Directors Jon Froomin, Sam Hindi, Stacy Jimenez, Art Kiesel, and Mayor/President Patrick Sullivan

4. SPECIAL PRESENTATIONS

4.1. Special Presentation Recognizing Foster City Little League AllStars 2024:

Juniors, 12's AllStars, 11's AllStars, and Minors Super Bowl

4.2. A Proclamation Recognizing and Observing Juneteenth

4.3. A Proclamation Declaring the Week of June 1622,2024 as “National Mosquito Control Awareness Week”

4.4. A Proclamation Declaring the Month of July as “Parks and Recreation Month”

5. PUBLIC
Government Code Section 54954.2 E (3) precludes the City Council from discussing or acting upon any topic initially presented during the “Public” portion of the agenda.

6.1. City/EMID Regular Meeting Minutes of June 3, 2024

6.9. Cancel the July 1, 2024 Regular Meeting of the City Council/EMID Board of Directors of the City of Foster City/EsteroMunicipal Improvement District

7. REPORTS

8. RESOLUTIONS FOR ADOPTION

9. COMMUNICATIONS

9.1. City/District Warrants of Demands were Processed and Issued on May 29, 2024
a) Information Item Only
b) No Action Required

11. CLOSED SESSION

11.2. Public Employee Performance Evaluation (Government Code 54957) Title: City Manager

11.3. Report Out from Closed Session

12. ADJOURNMENT
The public is invited to attend.

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

STREAMED LIVE every 1st and 3rd Monday of the month
City Council meetings ondemand:
https://www.fostercity.org/agendasandminutes

2 CITY OF FOSTER CITY/
ESTERO MUNICIPAL IMPROVEMENT DISTRICT
FOSTER CITY COUNCIL CHAMBERS
620 FOSTER CITY BOULEVARD
FOSTER CITY, CALIFORNIA
MEMBERS OF THE PUBLIC THAT WISH TO ATTEND AND/OR PARTICIPATE IN A MEETING MAY DO SO IN PERSON OR BY JOINING THE ZOOM MEETING HTTPS://FOSTERCITY ORG.ZOOM.US/J/82592136594 PUBLIC COMMENTS WILL BE ACCEPTED BOTH IN PERSON AND VIA ZOOM MEETING. ANY EMAILS SENT TO [email protected] WILL BE PROVIDED TO THE CITY COUNCIL PRIOR TO THE MEETING.

To Attend the Meeting in Person:

Location: 620 Foster City Blvd, Foster City, California, 94404 To Provide Public Comment in Person:

To Observe the Meeting via Teleconference/Video Conference:

Written public comments will be posted to the City’s website for review prior to the meeting.

AGENDA
Monday, June 17, 2024 6:30 PM
REGULAR MEETING AS CITY COUNCIL/EMID BOARD OF

DIRECTORS

1. CALL TO ORDER

2. PLEDGE OF ALLEGIANCE

3. ROLL CALL
Councilmembers/ex officio EMID Directors Jon Froomin, Sam Hindi, Stacy Jimenez, Art Kiesel, and Mayor/President Patrick Sullivan

4. SPECIAL PRESENTATIONS

4.1. Special Presentation Recognizing Foster City Little League AllStars 2024:

Juniors, 12's AllStars, 11's AllStars, and Minors Super Bowl

4.2. A Proclamation Recognizing and Observing Juneteenth

4.3. A Proclamation Declaring the Week of June 1622,2024 as “National Mosquito Control Awareness Week”

4.4. A Proclamation Declaring the Month of July as “Parks and Recreation Month”

5. PUBLIC
Government Code Section 54954.2 E (3) precludes the City Council from discussing or acting upon any topic initially presented during the “Public” portion of the agenda.

6.1. City/EMID Regular Meeting Minutes of June 3, 2024

6.9. Cancel the July 1, 2024 Regular Meeting of the City Council/EMID Board of Directors of the City of Foster City/EsteroMunicipal Improvement District

7. REPORTS

8. RESOLUTIONS FOR ADOPTION

9. COMMUNICATIONS

9.1. City/District Warrants of Demands were Processed and Issued on May 29, 2024
a) Information Item Only
b) No Action Required

11. CLOSED SESSION

11.2. Public Employee Performance Evaluation (Government Code 54957) Title: City Manager

11.3. Report Out from Closed Session

12. ADJOURNMENT
The public is invited to attend.

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

STREAMED LIVE every 1st and 3rd Monday of the month
City Council meetings ondemand:
https://www.fostercity.org/agendasandminutes

3 CITY OF FOSTER CITY/
ESTERO MUNICIPAL IMPROVEMENT DISTRICT
FOSTER CITY COUNCIL CHAMBERS
620 FOSTER CITY BOULEVARD
FOSTER CITY, CALIFORNIA
MEMBERS OF THE PUBLIC THAT WISH TO ATTEND AND/OR PARTICIPATE IN A MEETING MAY DO SO IN PERSON OR BY JOINING THE ZOOM MEETING HTTPS://FOSTERCITY ORG.ZOOM.US/J/82592136594 PUBLIC COMMENTS WILL BE ACCEPTED BOTH IN PERSON AND VIA ZOOM MEETING. ANY EMAILS SENT TO [email protected] WILL BE PROVIDED TO THE CITY COUNCIL PRIOR TO THE MEETING.

To Attend the Meeting in Person:

Location: 620 Foster City Blvd, Foster City, California, 94404 To Provide Public Comment in Person:

To Observe the Meeting via Teleconference/Video Conference:

Written public comments will be posted to the City’s website for review prior to the meeting.

AGENDA
Monday, June 17, 2024 6:30 PM
REGULAR MEETING AS CITY COUNCIL/EMID BOARD OF

DIRECTORS

1. CALL TO ORDER

2. PLEDGE OF ALLEGIANCE

3. ROLL CALL
Councilmembers/ex officio EMID Directors Jon Froomin, Sam Hindi, Stacy Jimenez, Art Kiesel, and Mayor/President Patrick Sullivan

4. SPECIAL PRESENTATIONS

4.1. Special Presentation Recognizing Foster City Little League AllStars 2024:

Juniors, 12's AllStars, 11's AllStars, and Minors Super Bowl

4.2. A Proclamation Recognizing and Observing Juneteenth

4.3. A Proclamation Declaring the Week of June 1622,2024 as “National Mosquito Control Awareness Week”

4.4. A Proclamation Declaring the Month of July as “Parks and Recreation Month”

5. PUBLIC
Government Code Section 54954.2 E (3) precludes the City Council from discussing or acting upon any topic initially presented during the “Public” portion of the agenda.

6.1. City/EMID Regular Meeting Minutes of June 3, 2024

6.9. Cancel the July 1, 2024 Regular Meeting of the City Council/EMID Board of Directors of the City of Foster City/EsteroMunicipal Improvement District

7. REPORTS

8. RESOLUTIONS FOR ADOPTION

9. COMMUNICATIONS

9.1. City/District Warrants of Demands were Processed and Issued on May 29, 2024
a) Information Item Only
b) No Action Required

11. CLOSED SESSION

11.2. Public Employee Performance Evaluation (Government Code 54957) Title: City Manager

11.3. Report Out from Closed Session

12. ADJOURNMENT
The public is invited to attend.

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

STREAMED LIVE every 1st and 3rd Monday of the month
City Council meetings ondemand:
https://www.fostercity.org/agendasandminutes

4 CITY OF FOSTER CITY/
ESTERO MUNICIPAL IMPROVEMENT DISTRICT
FOSTER CITY COUNCIL CHAMBERS
620 FOSTER CITY BOULEVARD
FOSTER CITY, CALIFORNIA
MEMBERS OF THE PUBLIC THAT WISH TO ATTEND AND/OR PARTICIPATE IN A MEETING MAY DO SO IN PERSON OR BY JOINING THE ZOOM MEETING HTTPS://FOSTERCITY ORG.ZOOM.US/J/82592136594 PUBLIC COMMENTS WILL BE ACCEPTED BOTH IN PERSON AND VIA ZOOM MEETING. ANY EMAILS SENT TO [email protected] WILL BE PROVIDED TO THE CITY COUNCIL PRIOR TO THE MEETING.

To Attend the Meeting in Person:

Location: 620 Foster City Blvd, Foster City, California, 94404 To Provide Public Comment in Person:

To Observe the Meeting via Teleconference/Video Conference:

Written public comments will be posted to the City’s website for review prior to the meeting.

AGENDA
Monday, June 17, 2024 6:30 PM
REGULAR MEETING AS CITY COUNCIL/EMID BOARD OF

DIRECTORS

1. CALL TO ORDER

2. PLEDGE OF ALLEGIANCE

3. ROLL CALL
Councilmembers/ex officio EMID Directors Jon Froomin, Sam Hindi, Stacy Jimenez, Art Kiesel, and Mayor/President Patrick Sullivan

4. SPECIAL PRESENTATIONS

4.1. Special Presentation Recognizing Foster City Little League AllStars 2024:

Juniors, 12's AllStars, 11's AllStars, and Minors Super Bowl

4.2. A Proclamation Recognizing and Observing Juneteenth

4.3. A Proclamation Declaring the Week of June 1622,2024 as “National Mosquito Control Awareness Week”

4.4. A Proclamation Declaring the Month of July as “Parks and Recreation Month”

5. PUBLIC
Government Code Section 54954.2 E (3) precludes the City Council from discussing or acting upon any topic initially presented during the “Public” portion of the agenda.

6.1. City/EMID Regular Meeting Minutes of June 3, 2024

6.9. Cancel the July 1, 2024 Regular Meeting of the City Council/EMID Board of Directors of the City of Foster City/EsteroMunicipal Improvement District

7. REPORTS

8. RESOLUTIONS FOR ADOPTION

9. COMMUNICATIONS

9.1. City/District Warrants of Demands were Processed and Issued on May 29, 2024
a) Information Item Only
b) No Action Required

11. CLOSED SESSION

11.2. Public Employee Performance Evaluation (Government Code 54957) Title: City Manager

11.3. Report Out from Closed Session

12. ADJOURNMENT
The public is invited to attend.

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

STREAMED LIVE every 1st and 3rd Monday of the month
City Council meetings ondemand:
https://www.fostercity.org/agendasandminutes

5 CITY OF FOSTER CITY/
ESTERO MUNICIPAL IMPROVEMENT DISTRICT
FOSTER CITY COUNCIL CHAMBERS
620 FOSTER CITY BOULEVARD
FOSTER CITY, CALIFORNIA
MEMBERS OF THE PUBLIC THAT WISH TO ATTEND AND/OR PARTICIPATE IN A MEETING MAY DO SO IN PERSON OR BY JOINING THE ZOOM MEETING HTTPS://FOSTERCITY ORG.ZOOM.US/J/82592136594 PUBLIC COMMENTS WILL BE ACCEPTED BOTH IN PERSON AND VIA ZOOM MEETING. ANY EMAILS SENT TO [email protected] WILL BE PROVIDED TO THE CITY COUNCIL PRIOR TO THE MEETING.

To Attend the Meeting in Person:

Location: 620 Foster City Blvd, Foster City, California, 94404 To Provide Public Comment in Person:

To Observe the Meeting via Teleconference/Video Conference:

Written public comments will be posted to the City’s website for review prior to the meeting.

AGENDA
Monday, June 17, 2024 6:30 PM
REGULAR MEETING AS CITY COUNCIL/EMID BOARD OF

DIRECTORS

1. CALL TO ORDER

2. PLEDGE OF ALLEGIANCE

3. ROLL CALL
Councilmembers/ex officio EMID Directors Jon Froomin, Sam Hindi, Stacy Jimenez, Art Kiesel, and Mayor/President Patrick Sullivan

4. SPECIAL PRESENTATIONS

4.1. Special Presentation Recognizing Foster City Little League AllStars 2024:

Juniors, 12's AllStars, 11's AllStars, and Minors Super Bowl

4.2. A Proclamation Recognizing and Observing Juneteenth

4.3. A Proclamation Declaring the Week of June 1622,2024 as “National Mosquito Control Awareness Week”

4.4. A Proclamation Declaring the Month of July as “Parks and Recreation Month”

5. PUBLIC
Government Code Section 54954.2 E (3) precludes the City Council from discussing or acting upon any topic initially presented during the “Public” portion of the agenda.

6.1. City/EMID Regular Meeting Minutes of June 3, 2024

6.9. Cancel the July 1, 2024 Regular Meeting of the City Council/EMID Board of Directors of the City of Foster City/EsteroMunicipal Improvement District

7. REPORTS

8. RESOLUTIONS FOR ADOPTION

9. COMMUNICATIONS

9.1. City/District Warrants of Demands were Processed and Issued on May 29, 2024
a) Information Item Only
b) No Action Required

11. CLOSED SESSION

11.2. Public Employee Performance Evaluation (Government Code 54957) Title: City Manager

11.3. Report Out from Closed Session

12. ADJOURNMENT
The public is invited to attend.

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

STREAMED LIVE every 1st and 3rd Monday of the month
City Council meetings ondemand:
https://www.fostercity.org/agendasandminutes

6 4.2

4.2 Proclamation

7 4.3

4.3 Proclamation

8 4.4

4.4 Proclamation

9 CITY OF FOSTER CITY/

ESTERO MUNICIPAL IMPROVEMENT DISTRICT

REGULAR MEETING OF JUNE 3, 2024

MINUTES

CALL TO ORDER OF CITY COUNCIL/EMID BOARD OF DIRECTORS

The Regular Meeting of June 3, 2024 of the City Council of the City of Foster City, sitting as said Council and as ex officio the Board of Directors of the Estero Municipal Improvement District (EMID), was called to order at 6:30 p.m. by Mayor/President Patrick Sullivan.

This meeting was held as a hybrid meeting.

ROLL CALL

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

PRESENT:

Councilmembers/ex officio Directors Jon Froomin, Sam Hindi, Stacy Jimenez, Art Kiesel, and Mayor/President Patrick Sullivan.

ABSENT: None.

STAFF PRESENT: Marlene Subhashini, Acting City/District Manager; Benjamin Stock, City Attorney/District Legal Counsel ; Sofia Mangalam, Community Development Director; Andrew Brozyna, Public Works Director ; Derek Schweigart, Parks and Recreation Director; Diane Pitman, Administrative Services Director; Robert Marshall, Deputy Fire Chief; Waqas Hassan, Assistant Finance Director; Yelena Capello, Management Analyst; Justin Lai, Senior Civil Engineer; Rob Lasky, IT Manager ; Shuli Chen, Video Technician; and Priscilla Schaus, Communications Director/City Clerk/District Secretary.

SPECIAL PRESENTATIONS

PROCLAMATION RECOGNIZING JUNE 2024 AS LGBTQIA+ PRIDE MONTH.

Councilmember Hindi presented the proclamation recognizing June 2024 as LGBTQ IA+ Pride Month to Marilyn Hollinger, Commissioner of the San Mateo County LGBTQIA+ Commission.

PRESENTATION FROM PENINSULA CLEAN ENERGY CEO SHAWN MARSHALL.

Shawn Marshall, CEO of Peninsula Clean Energy, gave a presentation on the background and programs of Peninsula Clean Energy.

6.1 6.1 Minutes

10 PUBLIC

The following people addressed the City Council in person:

1. Jim Lawrence, regarding district elections; and

2. Charlie Bronitsky, regarding the City’s General Fund reserves and exploring alternatives for the City’s water main pipeline.

Commentors named Leo Silverstein and Noah Hyde expressed racists, antisemitic views and profanity, and the City Attorney interrupted the speakers and requested that they follow City Council rules and state law and speak on matters within the subject matter jurisdiction of the body.

The City Attorney continued Public Comment to the end of the meeting.

CONSENT CALENDAR

Motion by Councilmember/Director Kiesel, seconded by Councilmember/Director Froomin, and carried unanimously 5-0-0, approving the following items on the City/District Consent Calendar:

City/EMID Consent Calendar

1. City/EMID Special Meeting Minutes of May 20,2024;

2. City/EMID Regular Meeting Minutes of May 20, 2024;

3. City Resolution No. 2024-48, “A Resolution of the City Council of the City of Foster City Authorizing the Temporary Closure of Vehicular Traffic Flow on Shell Boulevard From E.

Hillsdale Boulevard to Bounty Drive; the Closure of Vehicular Traffic Flow on Balclutha Drive West of the Turnaround Located in Front of the PJCC Campus and Shell Boulevard; the Closure of Vehicular Traffic Flow on E.

Hillsdale Boulevard From Edgewater Boulevard to Foster City Boulevard; the Shell Boulevard Exit From the South Service Road of the PJCC Campus; and the Shell Boulevard Exit From Civic Center Drive for the Fourth of July Celebration on July 4, 2024;”

4. City Resolution No. 2024-49, “A Resolution of the City Council of the City of Foster City Authorizing the Temporary Closure of Shell Boulevard Between East Hillsdale Boulevard and South Service Road, Balclutha Drive Between the Round-About on the Peninsula Jewish Community Center (PJCC) Campus and Shell Boulevard, and the Temporary Closure of the Shell Boulevard Exit of the South Service Road for Summer Days 2024;”

5. City Resolution No. 2024-50, “A Resolution of the City Council of the City of Foster City Adopting a List of Projects for Fiscal Year 2024- 2025 Funded by SB 1: the Road Repair and Accountability Act of 2017 and Finding this Resolution Exempt from the California Environmental Quality Ac t (CEQA) Pursuant to Guidelines Section 15061(b)(3) and 15301(c);”

6. City Resolution No. 2024-51, “A Resolution of the City Council of the City of Foster City Approving and Authorizing the City Manager to Sign the Updated Public and

6.1 6.1 Minutes

11 Private Sidewalk Inspection and Maintenance Policies; and Finding that the Adoption of the Updated Policies are Categorically Exempt Pursuant to the California Environmental Quality Act (CEQA) Pursuant to Guidelines Section 15301(b) – Existing Facilities and CEQA Guidelines Section 15061(b)(3);”

7. City Resolution No. 2024-52, “A Resolution of the City Council of the City of Foster City, California Establishing the Property Tax Rate for General Obligation Bonds for Fiscal Year 2024-2025;”

8. City Resolution No. 2024-53, “A Resolution of the City Council of the City of Foster City (1) Calling and Giving Notice of the Holding of a General Municipal Election to Be Held on Tuesday, November 5, 2024 for the Election of Certain Officers (Three Members of the City Council) as Required by the Provisions of the Laws of the State of California Relating to General Law Cities, (2) Requesting That the Board of Supervisors of the County of San Mateo Consolidate the General Municipal Election to Be Held on November 5, 2024 With the Statewide General Election Pursuant to Section 10403 of the Elections Code and to Permit the San Mateo County Regist ration and Elections Division to Conduct Said Election, and (3) Authorizing the City Clerk to Execute a Service Agreement With the County of San Mateo for Election Services;”

9. City Resolution No. 2024-54, “A Resolution of the City Council of the City of Foster City Authorizing the City Manager to Execute an Agreement with the San Mateo Consolidated Fire Department in the Amount of $35,101 for the City of Foster City IT Division to Provide Information Technology Services for FY 2024-2025;”

10. City Resolution No. 2024-55, “A Resolution of the City Council of the City of Foster City Approving and Adopting the Amended Pay Plan for Fiscal Year 2024- 2025, Effective July 1, 2024;”

11. EMID Resolution No. 3758, “ A Resolution of the Board of Directors of the Estero Municipal Improvement District Approving and Adopting the Amended Pay Plan for Fiscal Year 2024-2025, Effective July 1, 2024;”

12. City Resolution No. 2024-56, “A Resolution of the City Council of the City of Foster City Authorizing the Appropriation of $108,222 from Fund 401 to Account No. 401- 0960-461-4251 and Approving Payment to Michael O’Shaughnessy Construction, Inc. and Mid- Peninsula Water District for a Total of $108,221.92 for Expenses Incurred Under the Proclamation of Local Emergency Related to Major Damage to Main Water Pipeline; and Finding the Repair of the Water Main Exempt from Review Under the California Environmental Quality Act (CEQA) Pursuant to CEQA Guidelines Section 15302, Class 2 (Replacement or Reconstruction) and 15269(B);”

13. EMID Resolution No. 3759, “ A Resolution of the Board of Directors of the Estero Municipal Improvement District Authorizing the Appropriation of $108,222 from Fund 401 to Account No. 401-0960-461-4251 and Approving Payment to Michael O’Shaughnessy Construction, Inc. and Mid-Peninsula Water District for a Total of $108,221.92 for Expenses Incurred Under the Proclamation of Local Emergency Related to Major Damage to Main Water Pipeline; and Finding the Repair of the Water Main Exempt from Review Under the Cali fornia Environmental Quality Act (CEQA) Pursuant to CEQA Guidelines Section 15302, Class 2 (Replacement or Reconstruction) and 15269(B);”

6.1 6.1 Minutes

12 14. EMID Resolution No. 3760, “ A Resolution of the Board of Directors of the Estero Municipal Improvement District Authorizing the Expenditure of $639,525.79 from Account No. 401- 0960-461-4384 to Municipal Maintenance Equipment for the Purchase of a Vac -Con Hydro Excavator and Finding T hat the Project is Categorically Exempt Pursuant to the California Environmental Quality Act (CEQA) Guideline Section 15301(b) – Existing Facilities; and

15. EMID Resolution 3761, “ A Resolution of the Board of Directors of the Estero Municipal Improvement District Approving the Extension of a Water/Wastewater Rate Assistance Program (W/WRAP) Through June 30, 2024; and Finding Adoption of the Resolution Exempt from the California Environmental Quality Act (CEQA) Pursuant to CEQA Guideline Section 15061(b)(3).”

ITEM REMOVED FROM CONSENT CALENDAR

ISSUE A REQUEST FOR PROPOSAL FOR THE REPLACMEENT OF ELECTRONIC

MARQUEE DISPLAY BOARDS FOR THE MARQUEE AT THE CORNER OF SHELL AND EAST HILLSDALE BOULEVARDS. CITY RESOLUTION NO. 2024-57.

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

Discussion ensued.

Motion by Councilmember Froomin, seconded by Vice Mayor Jimenez, and carried unanimously, 5- 0-0, adopting City Resolution No. 2024- 57, “ A Resolution of the City Council of the City of Foster City Authorizing Staff to Issue a Request for Proposal for the Replacement of Electronic Marquee Display Boards for the Marquee at the Corner of Shell and East Hillsdale Boulevards.”

PUBLIC HEARINGS

PROPOSED WATER RATES FOR FISCAL YEAR 2024-2025. CITY RESOLUTION NO. 2024-58. EMID RESOLUTION NO. 3762.

Public Works Director Brozyna presented the staff report.

Mayor/President Sullivan opened a public hearing to hear and consider comments regarding the Proposed Water Rates for Fiscal Year 2024-2025.

No public testimony was received.

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

Discussion ensued.

6.1 6.1 Minutes

13 Motion by Mayor/President Sullivan, seconded by Councilmember/Director Froomin, and carried unanimously, 5-0-0, adopting City Resolution No. 2024-58 and EMID Resolution No. 3762, “ A Resolution of the City Council of the City of Foster City and Board of Directors of the Estero Municipal Improvement District Establishing Water Rates for Fiscal Year 2024-2025; and Finding this Resolution Exempt from the California Environmental Quality Act CEQA Pursuant to the Guidelines Section 15061(b)(3).”

FY 2024-2025 PRELIMINARY BUDGET. MINUTE ORDER NO. 1978.

Assistant Finance Director Hassan presented the staff report.

Mayor/President Sullivan opened a public hearing to hear and consider comments regarding the FY 2024-2025 Preliminary Budget.

No public testimony was received.

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

Discussion ensued.

Motion by Vice Mayor/Vice President Jimenez , seconded by Councilmember/Director Hindi, and carried unanimously, 5-0-0, adopting Minute Order No. 1978, to direct staff to proceed with incorporating the terms from the preliminary budget into the final budget for FY 2024-2025 to be considered for adoption by the City Council/Board of Direc tors on June 17, 2024.

ESTABLISH NEW FEES FOR SIDEWALK VENDING PERMIT AND FINES , NON -

RESIDENT PARK RENTALS, AND REVISING THE EXISTING PARK CANCELLATION FEE.

Community Development Director Mangalam and Parks and Recreation Director Schweigart presented the staff report.

Mayor Sullivan opened a public hearing to hear and consider comments regarding Establishing New Fees for Sidewalk Vending Permit, Non- Resident Park Rentals, and Revising the Existing Park Cancellation Fee.

No public testimony was received.

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

Discussion ensued.

6.1 6.1 Minutes

14 Motion by Councilmember Froomin , seconded by Councilmember Kiesel , and carried unanimously by roll call vote , 5 -0-0, to introduce ordinance by title and waive further reading, and pass to second reading, “An Uncodified Ordinance of the City of Foster City Establishing New Fees for Sidewalk Vending Permit and Fines, Non- Resident Park Rental Fees, and Revising the Existing Park Cancellation Fee and Finding the Ordinance Exempt from the California Environmental Quality Act (CEQA) Pursuant to CEQA Guideline Section 15061(b)(3).”

RECESS. Meeting recessed at 8:22 p.m. and reconvened at 8:27 p.m.

REPORTS

3RD QUARTER FISCAL YEAR 2023 -24 FINANCIAL UPDATE. MINUTE ORDER NO. 1979.

Assistant Finance Director Hassan presented the staff report.

Discussion ensued.

Motion by Councilmember /Director Froomin, seconded by Councilmember/Director Kiesel, and carried unanimously, 5-0-0, adopting Minute Order No. 1979, to receive and accept the report on the 3rd Quarter FY 2023-24 Financial Update.

RESOLUTIONS FOR ADOPTION

APPOINTMENT OF TWO MEMBERS TO NEW FULL TERM FROM JUNE 1, 2024 THROUGH MAY 31, 2028 ON THE PLANNING COMMISSION. CITY RESOLUTION NO. 2024-59.

Communications Director/City Clerk Schaus presented the staff report.

Evan Adams addressed the City Council via email.

The following applicants seeking appointment to the Planning Commission were interviewed by the City Council:

1. Ajay Godbole;

2. Nicolas Haddad;

3. Ravi Jagtiani;

4. Shivangini Patil; and

5. Jordan Pisarcik.

Motion by Vice Mayor Jimenez, seconded by Councilmember Kiesel , and carried unanimously, 5- 0-0, adopting City Resolution No. 2024- 59, “A Resolution of the City Council of the City of Foster City Appointing Two Members to the Foster City Planning Commission,” appointing Ravi Jagtiani and Nicolas Haddad to new full terms from June 1, 2024 through May 31, 2028 on the Planning Commission.

6.1 6.1 Minutes

15 APPROVE PLANS AND SPECIFICATIONS AND AUTHORIZE THE CALL FOR BIDS FOR THE RECREATION CENTER REBUILD PROJECT (CIP 301 -679) (CEQA STATUS: ADOPTED MITIGATED NEGATIVE DECLARATION FOR THE RECREATION CENTER REBUILD PROJECT). CITY RESOLUTION NO. 2024-60.

Parks and Recreation Director Schweigart presented the staff report.

Evan Adams addressed the City Council via email.

Discussion ensued.

Motion by Mayor Sullivan, seconded by Councilmember Hindi, and carried, 4 -1-0, Councilmember Froomin voted “no”, adopting City Resolution No. 2024-60, “A Resolution of the City Council of the City of Foster City Approving Plans and Specifications and Authorizing the Call for Bids for the Recreation Center Rebuild Project (CIP 301- 678) (CEQA Status: Adopted Mitigated Negative Declaration for the Recreation Center Rebuild Project)” with direction to staff to explore potentially placing a bond measure on the November 5, 2024 ballot to locally fund the Recreation Center Rebuild Project.

COMMUNICATIONS

CITY/DISTRICT WARRANT OF DEMANDS. NO ACTION TAKEN.

City/District Warrants of Demands were Processed and Issued on May 15, 2024.

CITY/DISTRICT MANAGER REPORTS, COUNCIL/BOARD STATEMENTS AND

REQUESTS, AND COUNCIL LIAISON REPORTS

Councilmember/Director Kiesel requested City staff to distribute more information to residents regarding the responsibilities of property owners to maintain the sidewalks outside their property and to provide an active list of approved vendors to residents. He reported that he is also working on the budgets of multiple committees that he is a participant of.

Councilmember/Director Hindi thanked Mayor Sullivan for allowing him to present the proclamation recognizing June 2024 as LGBTQIA+ Pride month and stated that the Foster City community welcomes and is proud of all minority communities.

Councilmember/Director Froomin thanked staff for their speediness in providing requested reports and information. He stated he will submit a request to add an item to a future agenda to discuss the discontinuation of accepting public comments via teleconference.

Vice Mayor/Vice President Jimenez stated that the public comments provided earlier in the meeting are not a reflection of the Foster City community or anyone on the Council.

She stated she supports diversity of thought and speech when done in a civil and kind

6.1 6.1 Minutes

16 manner without hate. On June 1, she held her monthly Coffee with a Councilmember. On June 3, she attended the Progress Pride Flag Raising Ceremony at City Hall in celebration of LGBTQIA+ Pride Month. She reminded the public there will be a county Pride celebration in San Mateo on June 8. She congratulated the newly appointed Planning Commissioners and everyone who will be graduating this month.

Mayor/President Sullivan thanked Assistant City/District Manager Subhashini for stepping in as the Acting City/District Manager. He attended the Employee Art Show at the Recreation Center and purchased a drawing by a member of the staff. On May 23, he attended the City/County Association of Governments (C/CAG) Airport Land Use Committee meeting in Burlingame. On May 24, he attended the Council of Cities meeting in Redwood City with his fellow Councilmembers. He thanked his fellow Councilmembers for attending the Progress Pride Flag Raising Ceremony and expressed that he shared the same sentiments as the Vice Mayor regarding the public comments from earlier in the meeting.

PUBLIC

Public comment was reopened and there was no additional public comment received.

CLOSED SESSION

Mayor/President Sullivan recessed the meeting into Closed Session for:

1. Conference with Legal Counsel – Anticipated Litigation – Initiation of litigation pursuant to Government Code Section § 549569: (One potential case);

2. Public Employee Performance Evaluation (Government Code 54957) Title: City Manager; and

3. Report Out from Closed Session.

Meeting recessed into Closed Session at 10:14 p.m. and reconvened at 10:58 p.m.

City Attorney/District Legal Counsel Stock reported that no action was taken in Closed Session.

ADJOURNMENT

Hearing no objection from the City Council/EMID Board, Mayor/President Sullivan adjourned the meeting. Meeting adjourned at 10:58 p.m.

6.1 6.1 Minutes

17 1
2 1
9 3
ORDINANCE NO. __________

AN UNCODIFIED ORDINANCE OF THE CITY OF FOSTER CITY ESTABLISHING NEW

FEES FOR SIDEWALK VENDING PERMIT AND FINES, NON-RESIDENT PARK

RENTAL FEES, AND REVISING THE EXISTING PARK CANCELLATION FEE AND

FINDING THE ORDINANCE EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) PURSUANT TO CEQA GUIDELINE SECTION 15061(B)(3)

CITY OF FOSTER CITY
WHEREAS, the City of Foster City has the authority to impose fees, charges, and rates to offset the costs for municipal services and regulatory programs under its police powers under California Constitution Article XI section 7; and WHEREAS, it is the general policy of the City to charge for the full costs of services provided by City Staff when such services benefit individual users rather than members of the community as a whole; and
WHEREAS, to better achieve the City’s cost recovery goals, the City Council deems it advisable and in the best interests of the City to adopt and update certain fees, included in the City’s Master Fees and Service Charges; and WHEREAS, the Community Development Department recommends establishing new fees for Sidewalk Vending Permit for administration and enforcement of the Sidewalk Vending Program; and
WHEREAS, the Parks and Recreation Department recommends establishing non- resident park rental fees to allow more use by non-residents and revising the existing park cancellation fee; and
WHEREAS, the Fees comply with Article XIII-C of the California Constitution because they are either (1) charges imposed for a specific government service or product that are not imposed on those not receiving the service or product and do not exceed the City’s reasonable costs of providing the service or product; or (2) charges imposed for the reasonable regulatory costs to the City for issuing licenses and permits, performing investigations, inspections, and audits, and administrative enforcement and adjudication thereof; and
WHEREAS, if enacted, the Taxpayer Protection and Government Accountability Act (“Act”) will require all fees and charges, adopted after January 1, 2022, to be adopted by the City Council by ordinance; and
WHEREAS, the City Council may adopt any fee or charge by ordinance if it is permitted to adopt the fee or charge by resolution; and

6.2 Attachment 1 - Ordinance

18 2
2 1
9 3
WHEREAS, the City Council desires to comply with the Act to ensure that the proposed fees will remain valid in the event the Act is adopted; and WHEREAS, the proposed fees are “exempt charges,” within the meaning of the Act because they are (1) reasonable charges for specific local government services or products provided directly to the payor that are not provided to those not charged, and they do not exceed the actual costs to the local government of providing the service or product; or (2) charges for the reasonable regulatory costs to a local government for issuing licenses and permits, performing investigations, inspections, and audits, enforcing the adopted Fire Code, or adjudication thereof; and
WHEREAS, on May 22, 2024, a public hearing notice was duly published and posted in three public places pursuant to California Code Section 65090 for the City Council public hearing on June 03, 2024.

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

Section 1. The City Council does hereby find and determine based upon the aforementioned Record as follows:

1. The foregoing Recitals are true and correct and are incorporated herein by this reference.

2. The Ordinance is exempt pursuant to CEQA Guidelines section 15061(b)(3) because it can be seen with certainty to have no possibility of having a significant effect on the environment as these are administrative matters.

Section 2. Amendment. The new fees for Sidewalk Vending Permit, non-resident park rentals and revised park cancellation fee as set forth in the attached Exhibit A, , which is attached hereto and incorporated herein by reference (hereinafter “Fees”), are hereby approved and adopted as the applicable fees that the City of Foster City.

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

Section 4. Taking Effect. This Ordinance shall take effect and be in force thirty (30) days from and after its adoption. Once effective, the Fees shall be incorporated into the City’s Fiscal Year (FY) 2024-2025 Master Fees and Service Charges Schedule.

Section 5. Posting. Within fifteen (15) days after the adoption of this Ordinance, the City Clerk shall have it posted in three (3) public places designated by the City Council.

6.2 Attachment 1 - Ordinance

19 3
2 1
9 3
Section 6. Conflicts. If there are conflicts between the Fees adopted in this Ordinance and the fees adopted by any prior resolution or fee schedule, the Fees adopted pursuant to this Ordinance shall control. This Ordinance does not supersede any previous resolution or ordinance setting fees that are not included in Exhibit A to this Ordinance.

Section 7. Revisions to Fees. The Fees set forth in Exhibit A may be revised, amended or updated from time to time by resolution or ordinance of the City Council.

This Ordinance was introduced and read on the 3rd day of June, 2024, and passed and adopted on the 17th day of June, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

PATRICK SULLIVAN, MAYOR
ATTEST:

PRISCILLA SCHAUS, CITY CLERK

6.2 Attachment 1 - Ordinance

20 4
2 1
9 3
Exhibit A

1. Sidewalk Vending Permit
Ref. No. Revenue Title Fee
CDP-24 Sidewalk Vending Permit Fee (one year permit) $100 Sidewalk Vending Administrative Fines
For vending without a valid vending permit the following fines shall be applicable:
(i) first violation. $250.00
(ii) second violation within one year of the first violation. $500.00 (iii) third violation and each subsequent violation, within one year of the first violation.
$1,000.00
CDP-25
Upon proof of a valid permit issued by the City before
such fines are due, the city would reduce the amount of the fines to one hundred and no/100ths ($100.00)
dollars for the first violation, two hundred and no/100ths ($200.00) dollars for the second violation, and five
hundred and no/100ths ($500.00) dollars for each
violation thereafter.

For all violations of Foster City Municipal Code Chapter

12.44 other than vending without a valid vending permit as outlined above:

(i) first violation. $100.00
(ii) second violation within one year of the first violation. $200.00 (iii) third violation within one year of the first violation $500.00 (iii)An administrative fine of five hundred and
no/100ths ($500.00) dollars for a fourth and each
subsequent violation, and revocation of the vending
permit. Revocation proceedings will be conducted in
accordance with the rules and regulations established
by the city.
$500.00
CDP-26
All fines shall be assessed and imposed in accordance
with Section 12.44.100 of the Foster City Municipal
Code

6.2 Attachment 1 - Ordinance

21 2
1 9
2 2. Non-Resident Park Rental Fees
Non-Residents shall rent currently rented City parks up to 90 days in advance at 25% above the resident rate.

3. Park Cancellation Fees
All Park renters shall receive a full refund of Park Rental Fees minus the then applicable Administration Fee in effect if cancellation occurs more than 14 business days in advance.

Cancelling between 13 to 3 business days in advance will result in a 50% refund of the Park Rental Fees minus the then applicable Administration Fee in effect. If a park rental cancellation occurs less than 2 business days prior to reservation date, the Park Cancellation Fee shall be the entire cost of the park rental and no refund shall be given.

Foster City Park Rental Rates
FY 24/25Park
Resident Rate
FY 24/25 Proposed
Non-Resident Rate
$82 Gull, Marlin, Erckenbrack
Capacity 50 people Rate + 25%
25‐50 people $137
51‐100 people $191
Boothbay
101‐150 people $246
Rate + 25%
$82 Leo Ryan Patio Area
Capacity 50 people Rate + 25%
Leo Ryan Amphitheater 1‐100 people = $164 flat fee
Four (4) hour maximum
rental time
101‐150 = $273 flat fee Rate + 25%
$44 Leo Ryan Gazebo Two (2)
hour maximum rental time Capacity 25 people Rate + 25%
$44 Leo Ryan Grass West
Capacity 25 people Rate + 25%
$44 Bridgeview and Shorebird
Park Capacity 30 people Rate + 25%
$71 Catamaran, Farragut,
Edgewater Park Capacity 30 people Rate + 25%
Food truck fee $82 per park per truck $82 per park per truck • Parks are available to rent to Foster City residents one year before the event date, and to non-residents 90 days before the event date.

Current (FY 23/24) Parks cancellation fee
•Cancellations made more than 7 days prior to the event date will receive a full refund minus a $10.40 processing fee. A $26 cancellation fee is charged for park rentals cancelled less than 7 days in advance.

6.2 Attachment 1 - Ordinance

22 2
1 9
2 Proposed Parks cancellation fee
•Renters receive a full refund minus admin fee ($11) if cancellation occurs more than 14 business days in advance. Canceling 13-3 business days in advance will result in a 50% refund and the loss of admin fee. Less than 2 business days cancellation will result in no refund.
[END OF EXHIBIT A]

6.2 Attachment 1 - Ordinance

23 DATE: June 17, 2024

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

FROM: Tracy Avelar, Chief of Police
DEPARTMENT: Police
SUBJECT: AUTHORIZING A SCHOOL CROSSING GUARD AGREEMENT
FOR THE 2024-2025 SCHOOL YEAR

RECOMMENDATION
It is recommended that the City Council adopt the attached resolution authorizing the Mayor to sign the attached School Crossing Guard Agreement with the San Mateo- Foster City School District for the 2024-2025 school year.

EXECUTIVE SUMMARY
The City has discussed with the San Mateo-Foster City School District the renewal of an agreement to provide school crossing guard services for the school year. The funding level authorized for Fiscal Year (FY) 2023-2024 was $21,600 towards helping the School District provide this service, and no change is recommended for FY 2024- 2025.

BACKGROUND/ANALYSIS
For over a decade, the San Mateo–Foster City School District and the City of Foster City have provided school crossing guard services through a cooperative agreement.

The agreement requires the School District to manage the hiring of guards and the

6.3 6.3 Staff Report

24 day-to-day operation of the program. The City of Foster City has been responsible for providing partial funding to the School District for the administration of the program and payment of the guards.

During FY 2009-2010, the City increased its contribution to the current level of $21,600 to fund the Crossing Guard Program. Both the School District and the Police Department monitor the program for effectiveness, and staffing reductions have been made in the past when warranted.

Subcommittees of the City Council and School Board have met in the past to explore alternative sources of funding for crossing guards (e.g., donations from individuals, organizations, businesses, grants, etc.). To the extent funding does come from these alternative sources, it will reduce the cost of the crossing guards and the payment made by the City to the School District. Through the School District’s outreach to the parents of students by placing donation information in the “back-to-school” packets, it has raised funds for the program in past years. The School District has agreed to include donation information again in the “back-to-school” packets for FY 2024-2025.

The San Mateo-Foster City School District will continue to manage the School Crossing Guard Program. They currently employ up to seven guards who staff cross walks throughout the school day at the following locations:
•Gull Avenue in front of Audubon School
•Beach Park Boulevard and Edgewater Boulevard
•Beach Park Boulevard and Castor Street
•Polynesia Drive and Niantic Drive
•Shell Boulevard and Beach Park Boulevard
California Environmental Quality Act
This agreement is not subject to review under the California Environmental Quality Act (CEQA) pursuant to Public Resources Code Section 21000, et seq. and the CEQA Guidelines (14 Cal. Code Regs. §§ 15000 et. seq.), including without limitation, Public Resources Code section 21065 and California Code of Regulations 15378 as this is not a “project” that may cause a direct, or reasonably foreseeable indirect, physical change in the environment.

FISCAL IMPACT
$21,600 has been allocated in account number 001-0650-421-4251 in the FY 2024-2025 budget for this purpose.

CITY COUNCIL VISION, MISSION, AND VALUE/PRIORITY AREA

6.3 6.3 Staff Report

25 Public Safety and Social Equity
ATTACHMENTS:

Attachment 1—Resolution
Attachment 2—Agreement

6.3 6.3 Staff Report

26 1
2 2
3 5
RESOLUTION NO. _____

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

AUTHORIZING THE MAYOR TO SIGN A SCHOOL CROSSING GUARD AGREEMENT WITH THE SAN MATEO–FOSTER CITY SCHOOL DISTRICT FOR THE 2024-2025

SCHOOL YEAR

CITY OF FOSTER CITY
WHEREAS, the City of Foster City wants to provide protection for the school children who are required to cross heavily traveled streets in the City; and WHEREAS, some protection can be afforded by placing crossing guards at specific locations in the City; and
WHEREAS, the San Mateo–Foster City School District wishes to cooperate in providing protection for school pupils pursuant to Education Code section 45450 et seq.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Foster City does hereby authorize the Mayor to sign a school crossing guard agreement dated June 18, 2024, with the San Mateo–Foster City School District for the school year in the amount of $21,600.

PASSED AND ADOPTED as a resolution of the City Council of the City of Foster City at the regular meeting held on the 17th day of June 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

___________________________

PATRICK SULLIVAN, MAYOR
ATTEST:
______________________________

PRISCILLA SCHAUS, CITY CLERK

6.3 Attachment 1 - Resolution

27 SCHOOL CROSSING GUARD AGREEMENT
For the 2024-2025 School Year

BETWEEN

THE CITY OF FOSTER CITY
&

THE SAN MATEO-FOSTER CITY SCHOOL DISTRICT
This agreement is made and entered into on the 17 th day of June 2024 by and between the City of Foster City, hereinafter "City," and the San Mateo-Foster City School District, hereinafter "District."
WHEREAS, the City wants to provide protection for the school children who are required to cross heavily traveled streets in the City; and
WHEREAS, some protection can be afforded by placing crossing guards at specific locations in the City; and
WHEREAS, the District wishes to cooperate in providing protection for school pupils pursuant to Education Code section 45450 et seq.,
NOW, THEREFORE, it is agreed as follows:

1. The District shall select, hire, and supervise crossing guards and reliefs for the crossing guards as necessary for each of the locations and hours as prescribed in Exhibit "A" for all instructional school days of the school year. The crossing guards and their reliefs shall be considered and shall in fact be employees of the District for all purposes.

2. The City agrees to reimburse the District for wages and any related benefits paid by the District to the crossing guards and their reliefs based on a minimum of two (2) hours per day, per crossing guard, per location (except for the Edgewater and Beach Park Boulevards location which should be designated as a critical intersection and paid on a minimum of four (4) hours per day basis) and for daily administrative costs incurred in providing the crossing guards and their reliefs, so long as the total reimbursement does not exceed that figure agreed to pursuant to paragraph 6 below.

3. The District agrees to prioritize the staffing of crossing guard locations as follows:

A. Beach Park Blvd. and Edgewater Blvd.

B. Gull Avenue @ Audubon Elementary School
C. Polynesia Drive and Niantic Drive
D. Beach Park Blvd. and Castor St.

E. Shell Blvd. and Beach Park Blvd.

This order recognizes the critical nature of the first intersection and the desire to have at least one manually controlled crossing at each school.

6.3 Attachment 2 - Agreement

28 4. Not later than thirty (30) days after the close of each calendar quarter, the District shall bill the City for reimbursement of the costs described in paragraph 2 above. The City shall pay the bill within thirty (30) days of receipt.

5. The City shall provide the District crossing guard signs and the District shall provide the signs to the crossing guards.

6. The City agrees to reimburse the District up to a maximum of $21,600 for the period July 1, 2023, through June 30, 2024, for crossing guard services as prescribed in Exhibit "A," attached hereto and incorporated herein.

7. At any time during the term of this agreement, the District or the City may request that the list attached as Exhibit "A" hereto be amended by deleting or adding one or more locations.

If after consideration of such request the City determines that a location either should or should not have a crossing guard, the City Council may, by resolution, amend the list attached as Exhibit "A." If a location is added, the District shall promptly provide a crossing guard at that location pursuant to this agreement. If the location is deleted, the District shall promptly remove the crossing guard and immediately cease billing for that location.

8. District hereby agrees to defend, indemnify, and save harmless City, 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, 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 District, its officers, employees or agents in the performance of any services or work pursuant to this Agreement.

The duty of District 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 District to indemnify City, its Council, boards, commissions, officers, employees and agents against any responsibility or liability in contravention of Section 2782 of the California Civil Code.

9. Insurance. District 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 District'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
Workers' Compensation
Minimum Limits
statutory minimum

6.3 Attachment 2 - Agreement

29 Employer's Liability $1,000,000 per accident for bodily injury or disease
Commercial General Liability
Automobile Liability
$1,000,000 per occurrence and $2,000,000
aggregate for bodily injury, personal injury
and property damage
$1,000,000 per accident for bodily injury and
property damage (coverage required to the
extent applicable to District's vehicle usage in
performing services hereunder)
Concurrently with the execution of this Agreement, District shall, on the Insurance Coverage form provided in Exhibit B, 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 and automobile 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 District's insurance coverage shall be primary insurance with respect to City of Foster City and Estero Municipal Improvement District, its Council, officers, boards, commissions , employees, and agents, and any insurance or self-insurance maintained by City for itself, its Council, officers, boards, commissions, employees, or agents shall be in excess of District's insurance and not contributory with it.

10. WORKERS' COMPENSATION. District certifies that they are 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 District certifies that he will comply with such provisions before commencing the performance of the work of this agreement.

11. The terms of this agreement shall expire on June 30, 2025.

6.3 Attachment 2 - Agreement

30 12. The City and District shall meet during the term of this agreement to evaluate the need for crossing guards for the next school year and to negotiate a successor agreement.

13. Notices sent pursuant to this agreement shall be addressed as follows:

To the City:

To the District:

City Manager
City of Foster City
610 Foster City Boulevard
Foster City, CA 94404
Superintendent
San Mateo-Foster City School District
1170 Chess Drive
Foster City, CA 94404

14. This agreement may only be amended by mutual agreement in writing.

6.3 Attachment 2 - Agreement

31 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

SAN MATEO-FOSTER CITY SCHOOL

DISTRICT
Dated:

Dated:

President, Board of Trustees
ATTEST:

Clerk of the Board of Trustees

6.3 Attachment 2 - Agreement

32 San Mateo-Foster City School District
Foster City Crossing guards 2024-2025
Exhibit A
Foster City Crossing Guards - 9713

SITE STREETS LAST FIRST
WK

DAYS HRS/DAY
PAY
RATE
ANNUAL
EARNINGS PERS FICA MEDICARE SUI WC GASB 45 CIL DIF1 H&W TOTAL
COST
AUDUBON GULL Paskett Jodie 180 1 $17.35 $3,123.00 $844.77 $193.63 $45.28 $1.56 $79.85 $4,288.09 AUDUBON GULL Liberty Valerie 180 1 $17.35 $3,123.00 $844.77 $193.63 $45.28 $1.56 $79.85 $4,288.09 BEACH PARK SHELL / PARK Substitute 180 2 $17.35 $6,246.00 $1,689.54 $387.25 $90.57 $3.12 $159.69 $8,576.17 BREWER ISL POLYNESIA/NIANTIC Hermosa Petel Avi 180 2 $17.35 $6,246.00 $1,689.54 $387.25 $90.57 $3.12 $159.69 $8,576.17 FOSTER CITY EDGEWATER/BEACH PARK Ferrari Susan 180 4 $17.35 $12,492.00 $3,379.09 $774.50 $181.13 $6.25 $319.38 $17,152.36 FOSTER CITY EDGEWATER/CASTOR Larmey John 180 2 $17.35 $6,246.00 $1,689.54 $387.25 $90.57 $3.12 $159.69 $8,576.17 HR Perez Gina 260 0.75 $37.96 $7,402.20 $2,002.30 $458.94 $107.33 $3.70 $189.25 $185.06 $229.32 $28.80 $70.68 $10,677.58 TOTAL EST. COST: $62,134.63
Contracted Employee with Benefits

6.3 Attachment 2 - Agreement

33 1

EXHIBIT B

INSURANCE FORMS

District shall provide, in addition to the Certificates of Insurance, original Endorsement affecting the coverages specified in Section 9 – INSURANCE of the Agreement on the attached form. No substitute form will be accepted.

ATTACHED

1. Insurance Coverage Form

6.3 Attachment 2 - Agreement

34 1 Updated 1/18/2022

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: [Cyber Liability, Installation Floater, etc.]
Certificates of Insurance Required (no endorsement needed) (Check all that apply) Insurer Policy No.

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

Professional Liability:

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

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

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

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

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

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

SIGNATURE OF INSURER OR AUTHORIZED REPRESENTATIVE OF THE INSURER

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

SIGNATURE OF AUTHORIZED REPRESENTATIVE (original signature required)

ORGANIZATION: TITLE:

ADDRESS:

TELEPHONE: ( ) DATE ISSUED:

6.3 Attachment 2 - Agreement

35 6
6 7
DATE: June 17, 2024

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

FROM: Diane Pitman, Administrative Services Director
Rob Lasky, IT Manager
DEPARTMENT: Administrative Services
SUBJECT: AGREEMENT WITH OPENGOV, INC. IN AN AMOUNT NOT TO EXCEED $272,386.42 FOR THREE-YEAR SUBSCRIPTION FOR

CARTEGRAPH ASSET MANAGEMENT SOFTWARE

RECOMMENDATION
It is recommended that the City Council adopt the attached resolution approving an agreement with OpenGov Inc. in an amount not to exceed $272,386.42 for a three-year renewal and expansion of the City’s subscription for the cloud-based Cartegraph asset management software.

EXECUTIVE SUMMARY
In June 2022, the City Council approved an agreement to subscribe to the cloud-based asset management software Cartegraph, and this subscription is up for renewal. In addition to renewing the current modules, City staff is also proposing to add software licensing to manage additional asset types over the three-year agreement.

BACKGROUND/ANALYSIS
Asset Management is an important tool in use by the City, and it helps track the assets that have been deployed (water pipes, sewer pipes, street lights, etc.), work that has been done to maintain those assets, and the costs associated with that maintenance.

6.4 6.4 Staff Report

36 6
6 7
The City’s first asset management software was developed in-house in the late 1990s and tied to the City’s GIS (Geographic Information System).

In the past 10 years, staff have been replacing in-house developed applications with off-the-shelf software, which can be more easily maintained. The City decided to use Cartegraph Asset Management after an RFP for Asset Management Software was issued in 2022. In the first years of deployment, staff deployed modules to manage the City’s assets in the areas of:
•City Buildings
•Water Distribution
•Parks
Over the next 3 years, staff plan to implement the following asset modules:
•Sidewalks (2024-2025)
•Vehicles (2024-2025)
•Traffic signals (2025-2026)
•Wastewater (2025-2026)
•Streets (2026-2027)
•Stormwater (2026-2027)
The costs to license these modules, as well as the labor to implement them is included in this 3-year agreement.

California Environmental Quality Act
Not Applicable

FISCAL IMPACT
The total cost of this 3-year agreement is $272,386.42 and the City will be billed annually. Software licensing costs will increase each year, as new modules will be added each year of the agreement. The annual costs will be:

Year Software licensing Prof Services
2024 $65,093.47 $22,275
2025 $81,733.15 0
2026 $103,284.80 0
Total $250,111.42 $22,275
The annual costs for 2024 are budgeted in the IT Maintenance Fund (504-0160-419- 4246) for FY 2024-2025. Funding for future years of the agreement will be requested during budget preparation for those fiscal years.

6.4 6.4 Staff Report

37 6
6 7

CITY COUNCIL VISION, MISSION, AND VALUE/PRIORITY AREA
Innovation and Sustainability
ATTACHMENTS:

Attachment 1 – Resolution
Attachment 2 – Order Form
Attachment 3 – Statement of Work
Attachment 4 – Master Services Agreement

6.4 6.4 Staff Report

38 2
2 4
4 RESOLUTION NO.____________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FOSTER CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH OPENGOV INC.

IN AN AMOUNT NOT TO EXCEED $272,386.42 FOR A 3-YEAR SUBSCRIPTION TO

THE CARTEGRAPH ASSET MANAGEMENT SOFTWARE

CITY OF FOSTER CITY
WHEREAS, Foster City requires software to help manage work orders and track maintenance to City infrastructure; and
WHEREAS, the City is currently using OpenGov Cartegraph software for this purpose in the areas of water distribution, parks, and City facilities; and WHEREAS, the attached agreement provides 3 years of subscription and support to the Cartegraph software platform; and
WHEREAS, the attached agreement would implement the following modules over 3 years: vehicles, sidewalk maintenance, wastewater collection, stormwater collection, streets, traffic signals; and
WHEREAS, expanding the use of Cartegraph will help to transition away from the use of outdated in-house developed software; and
WHEREAS, sufficient funds are available in the Information Technology Maintenace Fund (#504-0160-419-4246) to cover the first year payment, and funds will be budgeted in future fiscal years for the upcoming 2 annual payments.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Foster City does hereby authorize the Mayor to execute an agreement dated July 15, 2024 with OpenGov Inc. in an amount not to exceed $272,386.42 for a 3-year subscription to the Cartegraph Asset Management software with support to implement additional modules.

6.4 Attachment 1 - Resolution

39 2
2 4
4 PASSED AND ADOPTED as a resolution of the City Council of the City of Foster City at the regular meeting held on the 17th day of June, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

PATRICK SULLIVAN, MAYOR
ATTEST:

PRISCILLA SCHAUS, CITY CLERK

6.4 Attachment 1 - Resolution

40 OpenGov Inc. 660 3rd Street, Suite 100San Francisco, CA 94107United States Order Form Number:OG-Q0148432Created On: 6/11/2024 Prepared By: Alex Martinez Order Form Expiration: 3/31/2024 Email: [email protected] Subscription Start Date: 8/15/2024 Contract Term:36 MonthsSubscription End Date: 8/14/2027 Customer Information Customer: City of Foster City, CA Contact Name:Chris Dolberg Bill To/Ship To:610 Foster City Blvd Email: [email protected] City, CAUnited States Order Details Billing Frequency:Annually in Advance Payment Terms:Net Thirty (30) Days SOFTWARE SERVICES: Product / Service Start DateEnd Date Annual Fee Enterprise Asset ManagementOMS Plus, OMS User (Unlimited Users), Asset Builder, Facilities Domain, Parks& Recreation Domain, Water Distribution Domain, Orange Advantage - Medium, Walkability Domain 8/15/20248/14/2025 $65,093.47) Enterprise Asset ManagementOMS Plus, OMS User (Unlimited Users), Asset Builder, Facilities Domain, Parks& Recreation Domain, Water Distribution Domain, Orange Advantage - Medium, Walkability Domain, Wastewater Collection Domain, Signal Domain8/15/20258/14/2026 $81,733.15) Enterprise Asset ManagementOMS Plus, OMS User (Unlimited Users), Asset Builder, Facilities Domain, Parks & Recreation Domain, Water Distribution Domain, Wastewater Collection Domain, Stormwater Domain, Signal Domain, Walkability Domain, Orange Advantage - Medium, Trasnportation Domain 8/15/20268/14/2027 $103,284.80)
Annual Subscription Total: See Service Terms
PROFESSIONAL SERVICES: Product / Service DescriptionOpenGov Deployment — One Time Fee (Prepaid Hours) Product configuration, setup, and training described in the attached SOW.Professional Services Total:$22,275.00 Serivce TermsService Date:Amount:August 15, 2024$87,368.47) (Annual Software Fee + Professional Services Fee)August 15, 2025$81,733.15)August 15, 2026$103,284.80) Order Form Legal TermsWelcome to OpenGov!This Order Form incorporates the OpenGov Master Services Agreement ("MSA") attached here. The "Agreement" between OpenGov and the entity identified above ("Customer") consists of the Order Form, MSA, and, if Professional Services are purchased, the Statement of Work. Unless otherwise specified above, fees for the Software Services and Professional Services shall be due and payable, in advance, 30 days from receipt of the invoice. By signing this Agreement, Customer acknowledges that it has reviewed, and agrees to be legally bound by the Agreement. Each party’s acceptance of this Agreement is conditional upon the other’s acceptance of the Agreement to the exclusion of all other terms.

City of Foster City, CA OpenGov, Inc.

Signature: Signature:

Name: Name:

Title: Title:

Date: Date:

6.4 Attachment 2 - Order Form

41 StatementofWorkCityofFosterCity,CA
CreationDate:6/3/2024DocumentNumber:PS-05503VersionNumber:2Createdby:DeanSimpson 2023EnterpriseAssetManagementStatementofWorkv1

6.4 Attachment 3 - Statement of Work

42 TableofContents1.OverviewandApproach 31.1.Agreement 32.StatementofWork 32.1.ProjectScope 32.2.FacilitiesandHoursofCoverage 42.3.KeyAssumptions 42.4.Exclusions 42.5.OpenGovResponsibilities 52.5.1.Activity1–ProjectManagement 52.5.2.Activity2–Initialization 62.5.3.Activity3–OpenGovDomains 62.5.4.Activity4–Training 62.6.YourResponsibilities 72.6.1.YourProjectManager 72.7.CompletionCriteria 72.8.EstimatedSchedule 82.9.IIllustrativeProjectTimelines 82.10. Travel Expenses 82.11.OfferExpirationDate 8AppendixA:EngagementCharter 9A-1:CommunicationandEscalationProcedure 9A-2:ChangeOrderProcess 9A-3:DeliverableMaterialsAcceptanceProcedure 10AppendixB:ImplementationActivities 11 2023Statement of Workv1 2

6.4 Attachment 3 - Statement of Work

43 1. OverviewandApproach1.1. AgreementThisStatementofWork(“SOW”)identiﬁesservicesthatOpenGov,Inc.(“OpenGov”or“we”)willperformforCityofFosterCity,CA(“Customer”or“you”)pursuanttothatorderforProfessionalServicesenteredintobetweenOpenGovandtheCustomer(“OrderForm”)whichreferencestheMasterServicesAgreementorotherapplicableagreemententeredintobytheparties(the“Agreement”).● CustomeracknowledgesandagreesthatthisStatementofWorkissubjecttotheconﬁdentialityobligationssetforthintheAgreementbetweenOpenGovandCustomer.● TheDeliverableslistedinAppendixBarethesinglesourceofthetruthofthedeliverablestobeprovided.● Customer’suseoftheProfessionalServicesisgovernedbytheAgreementandnotthisSOW.● UponexecutionoftheOrderFormorotherdocumentationreferencingtheSOW,thisSOWshallbeincorporatedbyreferenceintotheAgreement.● IntheeventofanyinconsistencyorconﬂictbetweenthetermsandconditionsofthisSOWandtheAgreement,thetermsandconditionsofthisSOWshallgovernwithrespecttothesubjectmatterofthisSOWonly.Unlessotherwisedeﬁnedherein,capitalizedtermsusedinthisSOWshallhavethemeaningdeﬁnedintheAgreement.● ThisSOWmaynotbemodiﬁedoramendedexceptinawrittenagreementsignedbyadulyauthorizedrepresentativeofeachparty.● OpenGovwillbedeployedasis,Customerhasaccesstoallfunctionalityavailableinthecurrentrelease.

2. StatementofWorkThisSOWislimitedtotheImplementationoftheOpenGovEnterpriseAssetManagement asdeﬁnedintheOpenGovResponsibilitiessectionofthisdocument(Section2.5).Anyadditionalservicesorsupportwillbeconsideredoutofscope.

2.1. ProjectScopeUnderthisproject,OpenGovwilldelivercloudbasedEnterpriseAssetManagementsolutionstohelptheCustomerpoweramoreeffectiveandaccountablegovernment.OpenGov'sestimatedchargesandschedulearebasedonperformanceoftheactivitieslistedinthe“OpenGovResponsibilities”sectionbelow. DeviationsthatariseduringtheprojectwillbemanagedthroughtheproceduredescribedinAppendixA-2:ProjectChangeControlProcedure,andmayresultinadjustmentstotheProjectScope,EstimatedSchedule,Chargesandotherterms. Theseadjustmentsmayincludechargesonatime-and-materialsorﬁxed-feebasisusingOpenGov’sstandardratesineffectfromtimetotimeforanyresultingadditionalworkorwaitingtime. 2023Statement of Workv1 3

6.4 Attachment 3 - Statement of Work

44 2.2. FacilitiesandHoursofCoverageOpenGovwill:A. PerformtheworkunderthisSOWremotely,exceptforanyproject-relatedactivitywhichOpenGovdetermineswouldbebestperformedatyourfacilityinCityofFosterCity,CAinordertocompleteitsresponsibilitiesunderthisSOW.B. ProvidetheServicesunderthisSOWduringnormalbusinesshours,8:30amto6:00pmlocaltime,MondaythroughFriday,exceptholidays.

2.3. KeyAssumptionsTheSOWandOpenGovestimatesarebasedonthefollowingkeyassumptions.DeviationsthatariseduringtheproposedprojectwillbemanagedthroughtheProjectChangeControlProcedure(seeAppendixA-2),andmayresultinadjustmentstotheProjectScope,EstimatedSchedule,Charges,andotherterms.PerA. TheOpenGovSuitesarenotcustomizedbeyondcurrentcapacitiesbasedonthelatestreleaseofthesoftware.B. IndividualsoftwaremodulesareconﬁguredbasedondiscussionsbetweenOpenGovandCustomer.C. EnterpriseAssetManagementi. OpenGovwillprovideallservicesremotelyviaaudio;video;andwebconferencesunlessotherwisenoted.ii. OpenGovassumesthatthecustomerisresponsibleforperformingqualitycontrolmeasuresonitsdatainEAM.iii. OpenGovassumesthatthecustomerisresponsiblefortestingitsworkﬂows,automations,integrations,andconﬁgurationswithintheEAMandwillupdatetheconﬁgurationsaspartofitstestingandtrainingactivities.iv. OpenGovassumesthatthecustomeracceptsEAMuponthecompletionofthego-liveeventv. Ifanon-APIintegrationisincludedinscope,Customerisresponsibleforengagingthirdpartyvendortoobtaindata,conﬁguration,and/orthirdpartyintegrationsupport.vi. IfanAPIintegrationisincludedinscope,CustomerisresponsibleforprovidingaccesstoatestinstanceofthethirdpartyAPIincludingaURL,authenticationcredentials,andrelevantdocumentation.vii. OpenGovbestpracticeistonotexceedtestedlimitsoftheproduct.

2.4. ExclusionsThefollowingserviceitemsarenotincludedinthescopeofthisproject:

A. ImplementationofanycustommodiﬁcationorintegrationdevelopedbyOpenGov;yourinternalstaff; oranythird-partyisnotincludedinthescopeofthisprojectunlessspeciﬁcallylisted inAppendixB. 2023Statement of Workv1 4

6.4 Attachment 3 - Statement of Work

45 B. Dataconversionservicesfromothersoftwaresystem(s)orsources(includingNavigatordatabases)arenotincludedinthescopeofthisprojectunlessspeciﬁcallylistedinAppendixB.C. Anyserviceitemsdiscussedduringdemonstrations;conferencecalls; orothereventsarenotincludedinthescopeofthisprojectunlessspeciﬁcallylistedinAppendixB.

2.5. OpenGovResponsibilities

2.5.1. Activity1–ProjectManagementOpenGovwillprovideprojectmanagementfortheOpenGovresponsibilitiesinthisSOW.ThepurposeofthisactivityistoprovidedirectiontotheOpenGovprojectpersonnelandtoprovideaframeworkforprojectplanning,communications,reporting,proceduralandcontractualactivity. Thisactivityiscomposedofthefollowingtasks:

PlanningOpenGovwill:A. reviewtheSOW,contractandprojectplanwithCustomer’sProjectManagerandkeystakeholderstoensurealignmentandagreedupontimelines;B. maintainprojectcommunicationsthroughyourProjectManager;C. establishdocumentationandproceduralstandardsfordeliverableMaterials;andD. CollaboratewithyourProjectManagertoprepareandmaintaintheprojectplanfortheperformanceofthisSOWwhichwillincludetheactivities,tasks,assignments,andprojectmilestones.

ProjectTrackingandReportingOpenGovwill:A. reviewprojecttasks,schedules,andresourcesandmakechangesoradditions,asappropriate. MeasureandevaluateprogressagainsttheprojectplanwithyourProjectManager;B. workwithyourProjectManagertoaddressandresolvedeviationsfromtheprojectplan;C. conductregularlyscheduledprojectstatusmeetings;andD. administertheProjectChangeControlProcedurewithyourProjectManager.

CompletionCriteria:Thisisanon-goingactivitywhichwillbeconsideredcompleteattheendoftheServicescontract.

DeliverableMaterials:● Weeklystatusreports
2023Statement of Workv1 5

6.4 Attachment 3 - Statement of Work

46 ● Projectplan● ProjectCharter● Risk,Action,IssuesandDecisionsRegister(RAID)

2.5.2. Activity2–InitializationOpenGovwillprovidethefollowing:

A. CustomerEntityconﬁgurationB. SystemAdministratorscreationC. SolutionBlueprintcreationD. DataValidationstrategyconﬁrmation CompletionCriteria:Thisactivitywillbeconsideredcompletewhen:● CustomerEntityiscreated● SystemAdministratorshaveaccesstoCustomerEntity● SolutionBlueprintispresentedtoCustomer DeliverableMaterials:● SolutionBlueprint● Sign-offofInitialDraftSolutionBlueprint

2.5.3. Activity3–OpenGovDomainsOpenGovwillprovidethefollowing:EnterpriseAssetManagementDomainsA. Walkability CompletionCriteria:Thisactivitywillbeconsideredcompletewhen:
● Instancesetupiscompleted● RequirementsGatheringiscompleted● StartupDataisloaded● AssetInstallationiscompleted DeliverableMaterials:● Formalsignoffdocument

2.5.4. Activity4–TrainingTrainingwillbeprovidedininstructor-ledvirtualsessionsunlessotherwisespeciﬁedinAppendixB.Foranyinstructor-ledvirtualsessions,theclasssizeisrecommendedtobe10,forclasssizeslargerthan10itmaybenecessarytohavemorethanoneinstructor.

CompletionCriteria:
2023Statement of Workv1 6

6.4 Attachment 3 - Statement of Work

47 ● Softwaretrainingisdelivered
DeliverableMaterials:● Formalsignoffdocument

2.6. YourResponsibilitiesThecompletionoftheproposedscopeofworkdependsonthefullcommitmentandparticipationofyourmanagementandpersonnel. TheresponsibilitieslistedinthissectionareinadditiontothoseresponsibilitiesspeciﬁedintheAgreementandaretobeprovidedatnochargetoOpenGov. OpenGov'sperformanceispredicateduponthefollowingresponsibilitiesbeingmanagedandfulﬁlledbyyou. DelaysinperformanceoftheseresponsibilitiesmayresultindelayofthecompletionoftheprojectandwillbehandledinaccordancewithAppendixA-2:ProjectChangeControlProcedure.

2.6.1. YourProjectManagerPriortothestartofthisproject,youwilldesignateapersoncalledyourProjectManagerwhowillbethefocalpointforOpenGovcommunicationsrelativetothisprojectandwillhavetheauthoritytoactonbehalfofyouinallmattersregardingthisproject.YourProjectManager'sresponsibilitiesincludethefollowing:

A. manageyourpersonnelandresponsibilitiesforthisproject(forexample:ensurepersonnelcompleteanyself-pacedtrainingsessions,conﬁguration,validationoruseracceptancetesting);B. serveastheinterfacebetweenOpenGovandallyourdepartmentsparticipatingintheproject;C. administertheProjectChangeControlProcedurewiththeProjectManager;D. participateinprojectstatusmeetings;E. obtainandprovideinformation,data,anddecisionswithinﬁve(5)businessdaysofOpenGov’srequestunlessyouandOpenGovagreeinwritingtoadifferentresponsetime;F. resolvedeviationsfromtheestimatedschedule,whichmaybecausedbyyou;G. helpresolveprojectissuesandescalateissueswithinyourorganization,asnecessary;andH. create,withOpenGov’sassistance,theprojectplanfortheperformanceofthisSOWwhichwillincludetheactivities,tasks,assignments,milestonesandestimates.

2.7. CompletionCriteriaOpenGovwillhavefulﬁlleditsobligationsunderthisSOWwhenanyofthefollowingﬁrstoccurs:
2023Statement of Workv1 7

6.4 Attachment 3 - Statement of Work

48 A. OpenGovaccomplishestheactivitiessetforthin“OpenGovresponsibilities”sectionanddeliverstheservicesinAppendixBaslisted,ifany;orB. TheEnddateisreached

2.8. EstimatedScheduleOpenGov will scheduleresourcesfor thisproject uponsignatureof theorder form. Unlessspeciﬁcallynoted, theOpenGovassignedproject manager willworkwithCustomerProjectManager to develop the project schedule for all requested deliverables under this SOW.OpenGov reserves the right to adjust the schedule based on the availability of OpenGovresources and/or Customer resources, and the timeliness of deliverablesprovidedbytheCustomer.

TheServicesarecurrentlyestimatedtostart withintwo(2)weeksbutnolaterthanfour(4)weeks fromsignatures and have an estimated enddateof ninemonthsafter project kickoff(“EndDate”)oronotherdatesmutuallyagreedtobetweenyouandOpenGov.

2.9. IIllustrativeProjectTimelinesThetypicalprojecttimelinesareforillustrativepurposesonlyandmaynotreﬂectyourusecases.

2.10. TravelExpenses
Thereisnotravelexpectedinthisproject.Shouldtravelberequested,CustomershallreimburseOpenGovforreasonableout-of-pocketexpensesOpenGovincursprovidingProfessionalServices.Reasonableexpensesinclude,butarenotlimitedto,travel,lodging,andmeals.Expensesarebilledbasedonactualcostsincurred.

2.11. OfferExpirationDateThisofferwillexpireonJuly7,2024unlessextendedbyOpenGovinwriting. 2023Statement of Workv1 8

6.4 Attachment 3 - Statement of Work

49 AppendixA:EngagementCharter
A-1:CommunicationandEscalationProcedureActiveengagementthroughouttheimplementationprocessisthefoundationofasuccessfuldeployment.Tohelpassessprogress,addressquestions,andminimizeriskduringthecourseofdeploymentbothpartiesagreetothefollowing:● Regularcommunicationalignedtotheagreeduponprojectplanandtiming.○ OpenGovexpectsourcustomerstoraisequestionsorconcernsassoonastheyarise.OpenGovwilldothesame,inordertobeabletoaddressitemswhenknown.● Executiveinvolvement○ Executivesmaybecalledupontoclarifyexpectationsand/orresolveconfusion.○ Executivesmaybeneededtosteerstrategicitemstomaximizethevaluethroughthedeployment.● EscalationProcess:○ OpenGovandCustomeragreetoraiseconcernsandfollowtheescalationprocess,resourceresponsibility,anddocumentationintheeventanescalationisneededtosupportissuesraised● Identiﬁcationofanissueimpedingdeploymentprogress,outcomeorcapturingthevalueproposition,thatisnotacceptable.● CustomerorOpenGovProjectManagersummarizestheproblemstatementandimpasse.● CustomerandOpenGovProjectManagersjointlywilloutlinesolution,acceptanceorscheduleExecutivereview.● ResolutionwillbedocumentedandsignedofffollowingExecutivereview.● PhaseSign-Off○ OpenGovrequestssign-offsatvariousstagesduringtheimplementationoftheproject. OncetheCustomerhassigned-off,anyadditionalchangesrequestedbyCustomeronthatstagewillrequireapaidchangeorderforadditionalhoursforOpenGovtocompletetherequestedchanges.

A-2:ChangeOrderProcessThisSOWandrelatedeffortsarebasedontheinformationprovidedandgatheredbyOpenGov.Customersacknowledgethatchangestothescopemayrequireadditionaleffortortime,resultinginadditionalcost.Anychangetoscopemustbeagreedtoinwritingoremail,bybothCustomerandOpenGov,anddocumentedassuchviaa:● ChangeOrder-WorkthatisaddedtoordeletedfromtheoriginalscopeofthisSOW.Dependingonthemagnitudeofthechange,itmayormaynotaltertheoriginalcontractamountorcompletiondateandbepaidforbyCustomer.Changesmightinclude:o Timelineforcompletiono Signoffprocesso CostofchangeandInvoicetimingo AmendingtheSOWtocorrectanerror. 2023Statement of Workv1 9

6.4 Attachment 3 - Statement of Work

50 o Extension of work as the complexity identiﬁed exceeds what was expected byCustomerorOpenGov.o ChangeintypeofOpenGovresourcestosupporttheSOW.

A-3:DeliverableMaterialsAcceptanceProcedureDeliverableMaterialsasdeﬁnedhereinwillbereviewedandacceptedinaccordancewiththefollowingprocedure:● ThedeliverableMaterialwillbesubmittedtoyourProjectManager.● YourProjectManagerwillhavedecisionauthoritytoapprove/rejectallprojectCriteria,PhaseAcceptanceandEngagementAcceptance.● Withinﬁve(5)businessdaysofreceipt,yourProjectManagerwilleitheracceptthedeliverableMaterialorprovideOpenGov’sProjectManagerawrittenlistofrequestedrevisions.IfOpenGovreceivesnoresponsefromyourProjectManagerwithinﬁve(5)businessdays,thenthedeliverableMaterialwillbedeemedaccepted.Theprocesswillrepeatfortherequestedrevisionsuntilacceptance.● Allacceptancemilestonesandassociatedreviewperiodswillbetrackedontheprojectplan.● BothOpenGovandCustomer recognizethat failuretocompletetasksandrespondtoopenissuesmayhaveanegativeimpactontheproject.● For anytasksnot yet complete, OpenGovand/orCustomerwillprovidesucientresourcestoexpeditecompletionoftaskstopreventnegativelyimpactingtheproject.● AnyconﬂictarisingfromthedeliverableMaterialsAcceptanceProcedurewillbeaddressedasspeciﬁedintheEscalationProceduresetforthinAppendixA-1.Assetforthinthe“CustomerDelays”provisionoftheAgreement,ifthereareextendeddelays(greaterthan10businessdays)inCustomer’sresponseforrequestedinformationordeliverable;OpenGovmayopttoputtheprojectonan"OnHold"status.AftertheCustomerhasfulﬁlleditsobligations,ProfessionalServicescanberesumedandtheprojectwillbetakenoffthe"On-Hold"status.● Puttingaproject“onHold”mayhaveseveralramiﬁcationsincluding,butnotrestricted,tothefollowing:○ ProfessionalServicestothecustomercouldbestopped;○ Delaytoanyagreedtimelines;or○ NothavingthesameProfessionalServicesteamassigned. 2023Statement of Workv1 10

6.4 Attachment 3 - Statement of Work

51 AppendixB:ImplementationActivities
SetupOpenGovwill:
● Setupahosted,sandboxandproductionOpenGovAssetManagementenvironment.● Provide an overview, up to two (2) hours, of OpenGovandArcGISOnlineuser-basedloginsandUser/Rolefunctionality.● Provideatemplateﬁletobeutilizedbyyour staff topopulateRolesandUserstobeutilizedforOpenGovAssetManagement.● Utilize the template to create users and roles in OpenGov Asset Management. (Note:SubsequentUserand/orRolechangeswillbeyouradministrator’sresponsibility.)● Provide documentation and guidance, up to four (4) hours, for your technical GIS staff toconﬁgureEsri BasemapServicesforOpenGovAssetManagementintegration.Guidancewillbe geared towards OpenGov Asset Management/Esri integration functionality andrequirements.● Setup the OpenGov Asset Management Platform, including the Request, Work, Resource,andAsset Management areasof thesoftware. Asset Management solutionswill besetupforallsolutionsreferencedintheAssetssectionofthescopeunlessotherwisenoted.

RequirementsGatheringOpenGovwill● Provide a remote, up to four (4) hours, requirement gathering workshop to increase ourunderstanding of your business and functional goals. Through workshops and interviews,OpenGovwill identifybest ﬁt scenariosfor OpenGovAsset Management andprovideabriefincludinganychallengesaswell asrecommendationsfor OpenGovAssetManagementbestpracticesrelevanttoyourimplementation.

ConﬁgurationsOpenGovwill:
● Provideconﬁgurationservices,including:o Uptoten(10) customﬁeldsanduptotwo(2)customlayoutsperassettypelistedintheAssetssectionbelowo Uptothirty(30) customﬁeldsanduptoten(10)customlayoutstobeutilizedinanyofthesharedareasofthesystem,suchasTaskso Uptotwenty(20)automationso Uptotwenty(20)preventativemaintenanceplans TrainingOpenGovwill:

FoundationalTraining● Provide remote train-the-trainer training, uptotwo(2) hours, onoverall systemnavigationand functionality to help familiarize your staff with the software environment and itscommonfunctions.Trainingtopicsinclude:o Dashboardso StandardKPI/ROIGadgets 2023Statement of Workv1 11

6.4 Attachment 3 - Statement of Work

52 o Logins/Permissiono Layerso Filterso Mapso Gridso SystemNavigationo Views(List&Detail)o StandardReportso Attachmentso Requests,Work,Assets,Resources,Reports,andAdministratorTabs ● Provideremotetrain-the-trainer training, uptoone(1) hour,foranoverviewofPreventativeMaintenancePlans. ● Provide remote train-the-trainer training, up to one (1) hour, for an overview of AssetConditionManagerandAdvancedInspections. ● Provideremotetrain-the-trainertraining,uptotwo(2)hours,foranoverviewofReporting. ● Provide remote train-the-trainer training, up to two (2) hours, on OpenGov AssetManagementEsriintegrationfunctionality.Trainingtopicsinclude:o OpenGovAssetManagementEsriintegrationconﬁgurationoptionso Integrationfunctionality(basemapandfeature)o Overall Esri integrationrequirements, considerations, andOpenGovrecommendedbestpractices TraintheTrainerTrainingEvent● Provide a remote, up to sixteen (16) hours, "train-the-trainer" training event. The trainingagendawillbedeﬁnedandagreeduponbybothOpenGovandyourprojectmanager.Toavoidredundancy, andtoutilizeservicetimeeciently, trainingmaycoverasubsetoftheassetslistedintheAssetsectionofthescope.Topicsmayincludeanyofthefollowing:o RequestManagement:▪ Requests▪ Requesters▪ TaskCreationfromRequests▪ Issuelibrary(includingsettingssuchasAppliestoAssetandNon-Location)▪ OpenGov recommended best practices for Request and RequesterManagemento WorkManagement:▪ CreateTask(s)(Asset/Non-Asset)▪ Assignments(Add,Edit,Remove)▪ TaskMenuActions▪ RelatedWorkItems▪ CreateWorkOrder▪ AssociateTasktoWO▪ RepeatWorkOrders▪ WorkOrderMenuActions▪ EnterResources▪ Timesheets▪ Activitylibrary(includingsettingssuchasAppliestoAsset,Inspection,KeyDates,Cost,andProductivity)▪ OpenGovrecommendedbestpracticesforWorkManagement 2023Statement of Workv1 12

6.4 Attachment 3 - Statement of Work

53 o AssetManagement:▪ AssetDetails▪ PreventativeMaintenancePlans▪ Inspections▪ Linkedassets(ifapplicable)▪ Container/ComponentRelationships(ifapplicable)▪ OpenGovrecommendedbestpracticesforAssetManagemento ResourceManagement:▪ ResourceDetails▪ Labor/EquipmentRates▪ MaterialManagement(Stock,Usage,Adjustments)▪ VendorPriceQuotes▪ OpenGovrecommendedbestpracticesforResourceManagemento OpenGovMobile:▪ Overall system functionality (Navigation, Interface, Maps, Attachments,Sorting)▪ WorkManagement● CreateandUpdateTasks(Asset/Non-Asset)● AssignTasks● EnterResources● Inspections▪ AssetManagement● CreateandUpdateAssets▪ RequestManagement● ViewandUpdateRequests● ViewRequesterinformation● CreateTaskfromRequest▪ OpenGovrecommendedbestpracticesformobiledeviceuseo Administrator:▪ Administrator:● UserAdministration,RoleAdministration,AssetAdministration,RecordFilterAdministration,Import/Export,ScheduledProcessLog,ErrorLog▪ Settings:● SystemSettings,MapAdministration,GeocodeSettings,GISIntegrationsettings,AssetColorManager▪ Manager:● LayoutManager,LibraryManager,PreventativeMaintenance,AssetConditionManager,NotiﬁcationManager,StructureManager,Automation● Manager AdvancedTrainingTopics:● Provide Preventative Maintenance Plans remote train-the-trainer training, up tothree(3)hours.Trainingtopicsinclude:o PreventativeMaintenanceo OpenGovrecommendedbestpracticesforproactiveassetmanagement● Provide Advanced Inspections, Asset Condition Manager, and Asset Risk remotetrain-the-trainertraining,uptofour(4)hours.Trainingtopicsinclude:o PerformanceManagement▪ PredictionGroups▪ MinimumConditionGroups 2023Statement of Workv1 13

6.4 Attachment 3 - Statement of Work

54 ▪ ActivitiesandImpacts▪ CriticalityFactor▪ Install/ReplacedDates o BusinessRiskExposure▪ Risk▪ ConsequenceofFailure▪ ProbabilityofFailureo OpenGov recommended best practices for Asset Risk Functionality , advancedinspectionsandconditionmanagement Go-LiveSupportOpenGovwill:● Providearemote, uptofour (4) hours, webconferences, tobeutilizedforGo-LiveSupport.Theagendawill bedeﬁned,andagreedupon,bybothyourandOpenGov’sprojectmanagers.Topicsmayincludeanyofthefollowing:o Refreshertrainingforitemslistedinthescopeofworko Softwareandprocesssupportforstaffduringproductionrollouto Field,Layout,andReportconﬁgurationguidance,ifapplicable DataServicesOpenGovwill:● Provideonesandboxandoneproductiondataloadservicethroughstandardimport/exportfunctionality.OpenGovwillprovidetemplatedocumentsfordatapopulation.Oncepopulatedby your staff, OpenGov will load the data into your sandbox or productionOpenGovAssetManagementenvironment.Dataloadsmayincludedatasuchas:o Parentlevelassetrecordso Assetlocation(spatialx/y)attributeso Parentlevelresource(Labor,EquipmentMaterial,Vendor)recordso ResourceRate(Labor,Equipment,Material)recordso Standardsystemlibraries AssetsOpenGovwill:
● Provideinstallationandtrainingonthefollowingassettypes:
o Walkability(7)▪ ADA Ramp; Pavement Area: Sign; Tree; Light Fixture; Sidewalk;Support 2023Statement of Workv1 14

6.4 Attachment 3 - Statement of Work

55 1 OpenGov Master Services Agreement Foster City, CA - Revised June 10, 2024 OpenGov Master Services Agreement The parties to this Master Services Agreement (this “Agreement”) are OpenGov, Inc., a Delaware corporation (“OpenGov”), and the customer named in the signature block below (“Customer”). This Agreement, which becomes binding when the parties have signed it (the “Effective Date”), sets forth the terms under which Customer will be permitted to use OpenGov’s hosted software services and receive professional services. 1. Definitions 1.1. “Customer Data” means data that is provided by Customer to OpenGov pursuant to this Agreement (for example, by email or through Customer’s software systems of record). Customer Data does not include any confidential personally identifiable information. 1.2. “Documentation” means materials produced by OpenGov that provide information about OpenGov’s software products and systems. Customers may access the most up-to-date Documentation on the Customer Resource Center page at opengov.zendesk.com. 1.3. “Intellectual Property Rights” means all intellectual property rights including all past, present, and future rights associated with works of authorship, including exclusive exploitation rights, copyrights, and moral rights, trademark and trade name rights and similar rights, trade secret rights, patent rights, and any other proprietary rights in intellectual property of every kind and nature. 1.4. “Order Form” means the document executed by the parties that specifies the Software Services that OpenGov will provide to Customer under this Agreement. 1.5. “Term” refers to the Initial Term defined in Section 6.1 plus all Renewal Terms defined in Section 6.2. 2. Software Services, Support, and Professional Services 2.1. Software Services. Subject to the terms and conditions of this Agreement, OpenGov will use commercially reasonable efforts to provide the commercial off-the-shelf software solutions identified in the applicable Order Form (“Software Services”). 2.2. Support and Service Levels. Customer support is available by email to [email protected] or by using the chat messaging functionality of the Software Services, both of which are available during OpenGov’s standard business hours. Customer may report issues any time. However, OpenGov will address issues during business hours. OpenGov will provide support for the Software Services in accordance with the Support and Software Service Levels found at opengov.com/service-sla, as long as Customer is entitled to receive support under the applicable Order Form and this Agreement. 2.3. Professional Services 2.3.1. If OpenGov or its authorized independent contractors provides professional services

6.4 Attachment 4 - Master Services Agreement

56 2 OpenGov Master Services Agreement Foster City, CA - Revised June 10, 2024 to Customer, such as implementation services, then these professional services (“Professional Services”) will be described in an applicable statement of work (“SOW”) agreed to by the parties. Unless otherwise specified in the SOW, any pre-paid Professional Services must be utilized within one year from the Effective Date. 2.3.2. Relevant travel expenses are provided in the SOW. Any other travel expenses related to the performance of the Professional Services shall be pre-approved by and reimbursed by Customer. 3. Restrictions and Responsibilities 3.1. Restrictions. Customer may not use the Software Services in any manner or for any purpose other than as expressly permitted by the Agreement and Documentation. In addition, Customer shall not, and shall not permit or enable any third party to: (a) use or access any of the Software Services to build a competitive product or service; (b) modify, disassemble, decompile, reverse engineer or otherwise make any derivative use of the Software Services (except to the extent applicable laws specifically prohibit such restriction); (c) sell, license, rent, lease, assign, distribute, display, host, disclose, outsource, copy or otherwise commercially exploit the Software Services; (d) perform or disclose any benchmarking or performance testing of the Software Services; (e) remove any proprietary notices included with the Software Services; (f) use the Software Services in violation of applicable law; or (g) transfer any confidential personally identifiable information to OpenGov or the Software Services platform. 3.2. Responsibilities. Customer shall be responsible for obtaining and maintaining computers and third party software systems of record (such as Customer’s ERP systems) needed to connect to, access or otherwise use the Software Services. Customer also shall be responsible for: (a) ensuring that such equipment is compatible with the Software Services, (b) maintaining the security of such equipment, user accounts, passwords and files, and (c) all uses of Customer user accounts by any party other than OpenGov. 4. Intellectual Property Rights; License Grants; Access to Customer Data 4.1. Software Services. OpenGov owns all interests and Intellectual Property Rights in the Software Services. The look and feel of the Software Services, including any custom fonts, graphics and button icons, are the property of OpenGov. Customer may not copy, imitate, or use them, in whole or in part, without OpenGov’s prior written consent. Subject to Customer’s obligations under this Agreement, OpenGov grants Customer a non-exclusive, royalty-free license during the Term to use the Software Services. 4.2. Customer Data. Customer Data and the Intellectual Property Rights therein belong to the Customer. Customer grants OpenGov and its partners (such as hosting providers) a non-exclusive, royalty-free license to use, store, edit, and reformat the Customer Data for the purpose of providing the Software Services. Customer further agrees that OpenGov and its partners may use aggregated, anonymized Customer Data for purposes of sales, marketing, business development, product enhancement, customer service, and data

6.4 Attachment 4 - Master Services Agreement

57 3 OpenGov Master Services Agreement Foster City, CA - Revised June 10, 2024 analysis. Insights gleaned from aggregated, anonymized Customer Data will belong to OpenGov. 4.3. Access to Customer Data. Customer may download the Customer Data from the Software Services at any time during the Term, excluding during routine software maintenance periods. OpenGov has no obligation to return Customer Data to Customer. 4.4. Deletion of Customer Data. Unless otherwise requested pursuant to this Section 4.4, upon the termination of this Agreement, the Customer Data shall be deleted pursuant to OpenGov’s standard data deletion and retention practices. Upon written request, Customer may request deletion of Customer Data prior to the date of termination of this Agreement. Such a request must be addressed to “OpenGov Vice President, Customer Success” at OpenGov’s address for notice in Section 10.2. 4.5. Feedback. “Feedback” means suggestions, comments, improvements, ideas, or other feedback or materials regarding the Software Services provided by Customer to OpenGov, including feedback provided through online developer community forums. Customer grants OpenGov a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license to use and incorporate into the Software Services and Documentation Customer’s Feedback. OpenGov will exclusively own any improvements or modifications to the Software Services and Documentation based on or derived from any of Customer’s Feedback including all Intellectual Property Rights in and to the improvements and modifications. 5. Confidentiality 5.1. “Confidential Information" means all confidential business, technical, and financial information of the disclosing party that is marked as “Confidential” or an equivalent designation or that should reasonably be understood to be confidential given the nature of the information and/or the circumstances surrounding the disclosure. OpenGov’s Confidential Information includes, without limitation, the software underlying the Software Services, and all Documentation. 5.2. Confidential Information does not include: (a) data that the Customer has previously released to the public; (b) data that Customer would be required to release to the public upon request under applicable federal, state, or local public records laws; (c) Customer Data that Customer requests OpenGov make available to the public in conjunction with the Software Services; (d) information that becomes publicly known through no breach by either party; (e) information that was rightfully received by a party from a third party without restriction on use or disclosure; or (f) information independently developed by the Receiving Party without access to the Disclosing Party’s Confidential Information. 5.3. Each party agrees to obtain prior written consent before disclosing any of the other party's Confidential Information. Each party further agrees to use the other's Confidential Information only in connection with this Agreement. Each party further agrees to protect the other party's Confidential Information using the measures that it employs with respect to its own Confidential Information of a similar nature, but in no

6.4 Attachment 4 - Master Services Agreement

58 4 OpenGov Master Services Agreement Foster City, CA - Revised June 10, 2024 event with less than reasonable care. If a party is required to disclose Confidential Information by law or court order, they must notify the other party in writing before making the disclosure to give the other party an opportunity to oppose or limit the disclosure. 6. Term and Termination 6.1. Initial Term. This Agreement begins on the Effective Date and ends on the date the subscription ends (“Initial Term”), according to the Order Form, unless sooner terminated pursuant to Section 6.3. 6.2. Renewal. This Agreement shall automatically renew for another period of the same duration as the Initial Term (each one is a new “Renewal Term”) unless either party notifies the other party of its intent not to renew this Agreement in writing no less than 30 days before the end of the then-current term. 6.3. Termination. If either party materially breaches any term of this Agreement and fails to cure such breach within 30 days after receiving written notice by the non-breaching party (10 days in the case of non-payment), the non-breaching party may terminate this Agreement. Neither party shall have the right to terminate this Agreement early without a legally valid cause. 6.4. Effect of Termination. Upon termination of this Agreement pursuant to Section 6.1, 6.2, or 6.3: (a) Customer shall pay in full for all Software Services and Professional Services performed up to and including the date of termination or expiration, (b) OpenGov shall stop providing Software Services and Professional Services to Customer; and (c) each party shall (at the other party’s option) return or delete any of the other party’s Confidential Information in its possession. 7. Payment of Fees 7.1. Fees; Invoicing; Payment; Expenses. 7.1.1. Fees. Fees for Software Services and for Professional Services are set forth in the applicable Order Form, and OpenGov will invoice Customer accordingly. Customer agrees to pay invoices within 30 days without setoffs, withholdings or deductions of any kind. Invoices are deemed received when OpenGov emails them to Customer’s designated billing contact. Obligations to pay fees are non-cancelable, and payments are non-refundable. 7.1.2. Annual Software Maintenance Price Adjustment. OpenGov shall increase the fees for the Software Services during any Renewal Term by 5% each year of the Renewal Term. 7.1.3. Travel Expenses. OpenGov will invoice Customer for travel expenses provided in the SOW as they are incurred. Customer shall pay all such valid invoices within 30 days of receipt of invoice. Each invoice shall include receipts for the travel expenses listed on the invoice. 7.1.4. Customer Delays; On Hold Fee.

6.4 Attachment 4 - Master Services Agreement

59 5 OpenGov Master Services Agreement Foster City, CA - Revised June 10, 2024

7.1.4.1. On Hold. Excluding delays caused by a force majeure event as described in Section 10.5, if OpenGov determines that Customer’s personnel or contractors are not completing Customer’s responsibilities described in the applicable SOW timely or accurately, OpenGov may place the Professional Services on hold. If OpenGov places a Customer on hold, OpenGov will ensure that Customer is made aware of its obligations necessary for OpenGov to continue performing the Professional Services. Upon placing a customer on hold, OpenGov may, without penalty, suspend Professional Services to the Customer and reallocate resources until the Customer has fulfilled its obligations. OpenGov shall bear no liability or otherwise be responsible for delays in the provision of the Professional Services occasioned by Customer’s failure to complete Customer’s responsibilities. 7.1.4.2. On Hold Notice; On Hold Fee. OpenGov may also issue an “On Hold Notice” specifying that the Customer will be invoiced for lost time in production (e.g., delayed or lost revenue resulting from rescheduling work on other projects, delay in receiving milestone payments from Customer, equipment, hosting providers and human resources idle) for a fee equal to 10% of the first year’s fee for Software Services. OpenGov may remove the on hold status and may rescind the fee in its discretion upon Customer’s fulfillment of its obligations set out in the On Hold Notice. And OpenGov may extend the timeline to complete certain Professional Services depending on the availability of qualified team resources (OpenGov cannot guarantee that these team resources will be the same as those who were working on the project prior to it being placed On Hold). 7.2. Consequences of Non-Payment. If Customer fails to make any payments required under any Order Form or SOW, then in addition to any other rights OpenGov may have under this Agreement or applicable law, (a) Customer will owe late interest penalty of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower and (b) If Customer’s account remains delinquent (with respect to payment of a valid invoice) for 30 days after receipt of a delinquency notice from OpenGov, which may be provided via email to Customer’s designated billing contact, OpenGov may temporarily suspend Customer’s access to the Software Service for up to 90 days to pursue good faith negotiations before pursuing termination in accordance with Section 6.3. Customer will continue to incur and owe all applicable fees irrespective of any such Service suspension based on such Customer delinquency. 7.3. Taxes. All fees under this Agreement are exclusive of any applicable sales, value-added, use or other taxes (“Sales Taxes”). Customer is solely responsible for any and all Sales Taxes, not including taxes based solely on OpenGov’s net income. If any Sales Taxes related to the fees under this Agreement are found at any time to be payable, the amount may be billed by OpenGov to, and shall be paid by, Customer. If Customer fails to pay any Sales Taxes, then Customer will be liable for any related penalties or interest, and will indemnify OpenGov for any liability or expense incurred in connection with such Sales Taxes. In the event Customer or the transactions contemplated by the Agreement

6.4 Attachment 4 - Master Services Agreement

60 6 OpenGov Master Services Agreement Foster City, CA - Revised June 10, 2024 are exempt from Sales Taxes, Customer agrees to provide OpenGov, as evidence of such tax exempt status, proper exemption certificates or other documentation acceptable to OpenGov. 8. Representations and Warranties; Disclaimer 8.1. By OpenGov. 8.1.1. General Warranty. OpenGov represents and warrants that it has all right and authority necessary to enter into and perform this Agreement. 8.1.2. Professional Services Warranty. OpenGov further represents and warrants that the Professional Services, if any, will be performed in a professional and workmanlike manner in accordance with the related SOW and generally prevailing industry standards. For any breach of the Professional Services warranty, Customer’s exclusive remedy and OpenGov’s entire liability will be the re-performance of the applicable services. If OpenGov is unable to re-perform such work as warranted, Customer will be entitled to recover all fees paid to OpenGov for the deficient work. Customer must give written notice of any claim under this warranty to OpenGov within 90 days of performance of such work to receive such warranty remedies. 8.1.3. Software Services Warranty. OpenGov further represents and warrants that for a period of 90 days after the Effective Date, the Software Services will perform in all material respects in accordance with the Documentation. The foregoing warranty does not apply to any Software Services that have been used in a manner other than as set forth in the Documentation and authorized under this Agreement. OpenGov does not warrant that the Software Services will be uninterrupted or error-free. Customer must give written notice of any claim under this warranty to OpenGov during the Term. OpenGov’s entire liability for any breach of the foregoing warranty is to repair or replace any nonconforming Software Services so that the affected portion of the Software Services operates as warranted or, if OpenGov is unable to do so, terminate the license for such Software Services and refund the pre-paid, unused portion of the fee for such Software Services. 8.2. By Customer. Customer represents and warrants that (a) it has all right and authority necessary to enter into and perform this Agreement; and (b) OpenGov’s use of the Customer Data pursuant to this Agreement will not infringe, violate or misappropriate the Intellectual Property Rights of any third party. 8.3. Disclaimer. OPENGOV DOES NOT WARRANT THAT THE SOFTWARE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE SERVICES. EXCEPT AS SET FORTH IN THIS SECTION 8, THE SOFTWARE SERVICES ARE PROVIDED “AS IS” AND OPENGOV DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 9. Limitation of Liability

6.4 Attachment 4 - Master Services Agreement

61 7 OpenGov Master Services Agreement Foster City, CA - Revised June 10, 2024

9.1. By Type. NEITHER PARTY, NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS OR EMPLOYEES, SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; OR (C) FOR ANY MATTER BEYOND A PARTY’S REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. 9.2. By Amount. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE, CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER TO OPENGOV FOR THE SOFTWARE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY. 9.3. Limitation of Liability Exclusions. The limitations of liability set forth in Sections 9.1 and 9.2 above do not apply to, and each party accepts liability to the other for: (a) claims based on either party’s intentional breach of its obligations set forth in Section 5 (Confidentiality), (b) claims arising out of fraud or willful misconduct by either party and (c) either party’s infringement of the other party’s Intellectual Property Rights. 9.4. No Limitation of Liability by Law. Because some jurisdictions do not allow liability or damages to be limited to the extent set forth above, some of the above limitations may not apply to Customer. 10. Miscellaneous 10.1. Logo Use. OpenGov shall have the right to use and display Customer’s logos and trade names for marketing and promotional purposes in OpenGov’s website and marketing materials, subject to Customer’s trademark usage guidelines provided to OpenGov. 10.2. Notice. Ordinary day-to-day operational communications may be conducted by email, live chat or telephone. However, for notices, including legal notices, required by the Agreement (in sections where the word “notice” appears) the parties must communicate more formally in a writing sent via USPS certified mail and via email. OpenGov’s addresses for notice are: OpenGov, Inc., 6525 Crown Blvd #41340, San Jose, CA 95160, and [email protected]. 10.3. Anti-corruption. Neither OpenGov nor any of its employees or agents has offered or provided any illegal or improper payment, gift, or transfer of value in connection with this Agreement. The parties will promptly notify each other if they become aware of any violation of any applicable anti-corruption laws in connection with this Agreement. 10.4. Injunctive Relief. The parties acknowledge that any breach of the confidentiality provisions or the unauthorized use of a party’s intellectual property may result in serious and irreparable injury to the aggrieved party for which damages may not adequately compensate the aggrieved party. The parties agree, therefore, that, in addition to any

6.4 Attachment 4 - Master Services Agreement

62 8 OpenGov Master Services Agreement Foster City, CA - Revised June 10, 2024 other remedy that the aggrieved party may have, it shall be entitled to seek equitable injunctive relief without being required to post a bond or other surety or to prove either actual damages or that damages would be an inadequate remedy. 10.5. Force Majeure. Neither party shall be held responsible or liable for any losses arising out of any delay or failure in performance of any part of this Agreement, other than payment obligations, due to any act of god, act of governmental authority, or due to war, riot, labor difficulty, failure of performance by any third-party service, utilities, or equipment provider, or any other cause beyond the reasonable control of the party delayed or prevented from performing. 10.6. Severability; Waiver. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement. 10.7. Survival. The following sections of this Agreement shall survive termination: Section 5. (Confidentiality), Section 7 (Payment of Fees), Section 4.4 (Deletion of Customer Data), Section 8.3 (Warranty Disclaimer), Section 9 (Limitation of Liability) and Section 10 (Miscellaneous). 10.8. Assignment. There are no third-party beneficiaries to this Agreement. Except as set forth in this Section 10.8, neither party may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations to a third party without the other party's written consent, which consent may not be unreasonably withheld, conditioned, or delayed. Either party may assign, without such consent but upon written notice, its rights and obligations under this Agreement to its corporate affiliate or to any entity that acquires all or substantially all of its capital stock or its assets related to this Agreement, through purchase, merger, consolidation, or otherwise. Any other attempted assignment shall be void. This Agreement will benefit and bind permitted assigns and successors. 10.9. Independent Contractors. This Agreement does not create an agency, partnership, joint venture, or employment relationship, and neither party has any authority to bind the other. 10.10. Governing Law and Jurisdiction. California laws govern this Agreement, without regard to conflict of laws principles. Exclusive jurisdiction for litigation of any dispute, controversy or claim arising out of or in connection with this Agreement shall be only in the Federal or State court with competent jurisdiction located in San Mateo County, California, and the parties submit to the personal jurisdiction and venue therein. 10.11. Complete Agreement. OpenGov has made no other promises or representations to Customer other than those contained in this Agreement. Any modification to this Agreement must be in writing and signed by an authorized representative of each party. 10.12. Indemnity. OpenGov agrees to defend, indemnify and hold harmless the Customer, its

6.4 Attachment 4 - Master Services Agreement

63 9 OpenGov Master Services Agreement Foster City, CA - Revised June 10, 2024 officers and employees against any and all liability, loss, costs, damages, and expenses which the Customer, its officers, or employees may hereafter sustain, incur, or be required to pay due to the grossly negligent or willful acts or omissions of OpenGov in the performance of this agreement. 10.13. Insurance. Commercial General Liability Insurance. Commercial General Liability Insurance including, Personal Injury (including bodily injury and death), and Property Damage for liability arising out of OpenGov's performance of services under this Agreement. OpenGov 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 two million dollars ($2,000,000) each occurrence and four million dollars ($4,000,000) aggregate. Additional Insured. OpenGov will provide 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”. Workers' Compensation Insurance. OpenGov shall submit written proof that OpenGov is insured against liability for workers' compensation in accordance with the provisions of section 3700 of the California Labor Code. OpenGov shall require any subcontractors to provide workers' compensation for all of the subcontractors' employees, unless the subcontractors' employees are covered by the insurance afforded by OpenGov. If any class of employees engaged in work or services performed under this Agreement is not covered by California Labor Code section 3700, OpenGov shall provide and/or require each subcontractor to provide adequate insurance for the coverage of employees not otherwise covered. Employer’s Liability. OpenGov shall maintain employer's liability insurance with limits of one million dollars ($1,000,000) for bodily injury or disease. Professional Liability Insurance. Technology Errors and Omissions (E&O) Liability 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 coverage not less than five million dollars ($5,000,000) per occurrence and five million dollars ($5,000,000) aggregate. Cyber Liability Insurance Cyber Liability Insurance, covering network risk and cyber liability (including coverage for unauthorized access, failure of security, breach of privacy perils, as

6.4 Attachment 4 - Master Services Agreement

64 10 OpenGov Master Services Agreement Foster City, CA - Revised June 10, 2024 well at notification costs and regulatory defense) in an amount of not less than $1,000,000. Such insurance shall be maintained in force at all times during the term of the Contract and for a period of two years thereafter for services completed during the term of the Contract. City as Additional Insured. On OpenGov's Commercial General Liability and Automobile policies, the City, its Council members, officers, directors, agents, and employees, shall be named as additional insured's, but only with respect to liability arising out of the activities of the named insured. Signatures Customer: Foster City, CA Signature: Name: Title: Date:

OpenGov, Inc. Signature: Name: Title: Date:

6.4 Attachment 4 - Master Services Agreement

65 6
6 8
DATE: June 17, 2024

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

FROM: Diane Pitman, Administrative Services Director
Rob Lasky, IT Manager
DEPARTMENT: Administrative Services
SUBJECT: AMENDMENT TO GRANICUS PRIMEGOV SOFTWARE

AGREEMENT FOR A ONE-YEAR SUBSCRIPTION RENEWAL IN
AN AMOUNT NOT TO EXCEED $26,433.55

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

1. Approving an amendment to the June 2022 agreement with Granicus, LLC. to renew the City’s subscription for the PrimeGov agenda and meeting video management software through June 14, 2025 in an amount not to exceed $26,433.55, and

2. Authorizing the City Manager to sign the current and future renewal amendments to the original agreement.

EXECUTIVE SUMMARY
In June 2022, the City Council approved an agreement (Attachment 3) to subscribe to the cloud-based agenda management software PrimeGov, and this subscription is up for renewal. Since this renewal includes an extension/amendment to the original agreement, the total amount of the agreement plus the amendment will exceed $50,000, which requires Council approval per the City’s purchasing policy.

Since each renewal is less than $50,000, the resolution also requests that the Council authorize the City Manager to sign the current and future amendments to the

6.5 6.5 Staff Report

66 6
6 8
agreement. Funding for renewals in future years would be requested during budget preparation.

BACKGROUND/ANALYSIS
Foster City has used agenda management software to help streamline its processes since 2009. In June 2022, the City signed an agreement with Prime Government Solutions to subscribe to their cloud-based agenda management software called PrimeGov. Prime Government Solutions was subsequently acquired by Rock Solid, and Rock Solid was then later acquired by Granicus.

PrimeGov is the software that the City uses to:
•Create staff reports,
•Route agenda items through an approval process,
•Publish public meeting agendas and materials, and
•Manage video recordings of public meetings.

The PrimeGov software subscription is now up for renewal. Since this renewal is being presented as an extension/amendment to the original agreement, the total amount of the agreement plus the amendment will exceed $50,000, which requires Council approval per the City’s purchasing policy.

If the subscription is not renewed, the City will no longer have access to the PrimeGov agenda management software as of 7/1/2024, requiring City staff to manually perform the automated functions that PrimeGov provides.

Since renewals are anticipated to be under $50,000, the resolution also requests that Council allow the City Manager to sign the current and future amendments to this agreement. Funding for renewals in future years would be requested during budget preparation.

California Environmental Quality Act
Not Applicable

FISCAL IMPACT
Funding for this renewal was budgeted and is available in the Information Technology Maintenance Fund (504-0160-419-4246).

CITY COUNCIL VISION, MISSION, AND VALUE/PRIORITY AREA
Innovation and Sustainability

6.5 6.5 Staff Report

67 6
6 8
ATTACHMENTS:

Attachment 1 – Resolution
Attachment 2 – Amendment to June 2022 Agreement
Attachment 3 – June 2022 Prime Government Solutions Agreement

6.5 6.5 Staff Report

68 2
2 3
2 RESOLUTION NO.____________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FOSTER CITY APPROVING AN AMENDMENT TO THE JUNE 2022 AGREEMENT WITH GRANICUS, LLC TO RENEW THE CITY’S SUBSCRIPTION FOR THE PRIMEGOV AGENDA AND MEETING VIDEO MANAGEMENT SOFTWARE THROUGH JUNE 14, 2025 IN AN AMOUNT NOT TO EXCEED $26,433.55, AND AUTHORIZING THE CITY MANAGER

TO SIGN THE CURRENT AND FUTURE RENEWAL AMENDMENTS TO THE

ORIGINAL AGREEMENT

CITY OF FOSTER CITY
WHEREAS, Foster City requires an Agenda Management Software Solution to help compile and publish agendas; and
WHEREAS, the City signed an Agreement to subscribe to the cloud-based software PrimeGov in June 2022; and,
WHEREAS, the subscription is now up for renewal via an amendment to the original agreement, which will make the total amount of the agreement exceed $50,000; and
WHEREAS, sufficient funds are available in the Information Technology Maintenance Fund (504-0160-419-4246).

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Foster City does hereby approve an amendment to the June 2022 agreement with Granicus, LLC to renew the City's subscription for the PrimeGov agenda and meeting video management software through June 14, 2025 in an amount not to exceed $26,433.55, and authorizing the City Manager to sign the current and future renewal amendments to the original agreement.

PASSED AND ADOPTED as a resolution of the City Council of the City of Foster City at the regular meeting held on the 17th day of June, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

PATRICK SULLIVAN, MAYOR
ATTEST:

PRISCILLA SCHAUS, CITY CLERK

6.5 Attachment 1 - Resolution

69 Amendment
Prepared for
Foster City, CA
Order #: Q-349670
Prepared: 02 May 2024

Page 1 of 4 ends

First Amendment to the Granicus Service Agreement between Granicus, LLC and Foster City, CA
This First Amendment to the Granicus, LLC Service Agreement is effective on the date this document is signed and entered into by and between Granicus, LLC, a Minnesota Limited Liability Company d/b/a Granicus (hereinafter referred to as "Granicus"), and Foster City, CA (hereinafter referred to as "Client"), with reference to the following:

WHEREAS, the Client and Granicus entered into an Agreement effective 15 Jun 2022 (the "Agreement"); and WHEREAS, the Client and Granicus wish to extend the Agreement through 14 Jun 2025; and NOW, THEREFORE, in consideration of the premises, the parties intend that the Agreement be amended as follows:

1. Compensation shall be amended to include the fees detailed in Exhibit A. Exhibit A is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is the responsibility of the Client to provide applicable exemption certificate(s).

2. The Agreement shall be extended through 14 Jun 2025.

3. Except as amended by this First Amendment, all other terms and conditions of the Agreement shall remain in full force and effect.

4. In the event of any inconsistency between the provisions of this First Amendment and the documents comprising the Agreement, the provisions of this First Amendment shall prevail.

IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed by their duly authorized representatives.

Agreement and Acceptance
By signing this document, the undersigned certifies they have authority to enter the agreement. The undersigned also understands the services and terms.

Foster City, CA Granicus
Signature: Signature:

Name: Name:

Title: Title:

Date: Date:

6.5 Attachment 2 - Amendment to June 2022 Agreement

70 THIS IS NOT AN INVOICE Exhibit A
Prepared for
Foster City, CA
Order #: Q-349670
Prepared: 02 May 2024

Page 2 of 4 ends

Exhibit A

ORDER DETAILS
Prepared By: Justine Torres
Phone:

Email: [email protected]
Order #: Q-349670
Prepared On: 02 May 2024
Expires On: 14 Jun 2024
Currency: USD
Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.)

Period of Performance: 15 Jun 2024 - 14 Jun 2025

ORDER TERMS
Current Subscription
End Date: 14 Jun 2024

6.5 Attachment 2 - Amendment to June 2022 Agreement

71 Exhibit A
Foster City, CA
Order #: Q-349670
Prepared: 02 May 2024

Page 3 of 4 ends

PRICING SUMMARY
The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal.

Renewing Subscription Fees
Solution Billing
Frequency Quantity/Unit Annual Fee
Client Controlled Indexing Software – 100 Annual 1 Each $5,881.84 Agenda Automation - Tier 1 Annual 1 Each $9,558.68
Community Engagement - Tier 1 Annual 1 Each $3,823.47
Meeting Management - Tier 1 Annual 1 Each $7,169.56
SUBTOTAL: $26,433.55

6.5 Attachment 2 - Amendment to June 2022 Agreement

72 Foster City, CA
Order #: Q-349670
Prepared: 02 May 2024

Page 4 of 4 ends

PRODUCT DESCRIPTIONS
Solution Description
Client Controlled Indexing
Software – 100
Client Controlled Indexing SaaS – 100: Up To 100 Client Indexed Meetings per year (Self Index) that includes media on-demand, 24/7 live stream, and up to 120 hours of additional specialty content per year.

Agenda Automation - Tier 1 Agenda Automation - Tier 1Includes: 2 workflows, 1 post workflow, 2 forms and up to 4 meeting types
Community Engagement - Tier
1 Community Engagement - Tier 1. Includes: Public Comment and Public Speaker Management
Meeting Management - Tier 1 Meeting Management - Tier 1Includes: 2 workflows, 1 post workflow

6.5 Attachment 2 - Amendment to June 2022 Agreement

73 AGENDA MANAGEMENT SYSTEM REPLACEMENT
Template Updated 1/18/2022 1

PROFESSIONAL SERVICES AGREEMENT
FOR

AGENDA MANAGEMENT SYSTEM REPLACEMENT

This Agreement is made and entered into as of the 6th day of June 2022 by and between the City of Foster City hereinafter cal led "CITY " and Prime Government Solutions (“PrimeGov”) 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 relating to agenda management software in the CITY;

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 f orth 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 part thereof, and not cure such breach within thirty (30) calendar days, or mutually agreed timeframe, of the date of CITY’s written notice to CONSULTANT demanding such cure. in which CITY is entitled for the current year subscription fees of the term (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 DocuSign Envelope ID: C5042479-E237-4AD5-AD63-58E902E01D5D

6.5 Attachment 3 - June 2022 Prime Government Solutions Agreement

74 AGENDA MANAGEMENT SYSTEM REPLACEMENT
Template Updated 1/18/2022 2
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 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 Forty Thousand Seven Hundred Twenty One dollars ($40,721). Invoices for amounts in excess of Forty Thousand Seven Hundred Twenty One dollars ($40,721) 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 co sts and expenses hereunder shall be payable upon monthly and annual 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.

Final payment will be made when all Services 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 required under Exhibit A, SCOPE OF WORK AND SCHEDULE, for the payment period (if any) and reasonably accepts such deliverables as meeting the requirements of this Agreement. In cases where CONSULTANT has partially completed one or more deliverables due during a payment period, and if CONSULTANT demonstrates diligent progress thereon, then CITY 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, th e 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.

DocuSign Envelope ID: C5042479-E237-4AD5-AD63-58E902E01D5D

6.5 Attachment 3 - June 2022 Prime Government Solutions Agreement

75 AGENDA MANAGEMENT SYSTEM REPLACEMENT
Template Updated 1/18/2022 3

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 Professi onal 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.

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 Sc hedule established in Exhibit A and within the times specified for each individual Project.

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, successfully completed projects.

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, shall, upon preparation and delivery to CITY, become the property of CITY, with exception of any content that may have trademark, copyright, or intellectual property of Rock Solid Technologies and Rock Solid Technology entities.

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 com pensation benefits or payments, 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 th e CONSULTANT’s work.

6.5 Attachment 3 - June 2022 Prime Government Solutions Agreement

76 AGENDA MANAGEMENT SYSTEM REPLACEMENT
Template Updated 1/18/2022 4
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 A; provided, that CITY shall grant reasonable extensions of time for the performance of such services occasioned by governmental reviews of CONSULTANT’s work product or other unavoidable delays; provided, further, that such unavoidable delay shall not include strikes, lockouts, work stoppages, or other labor disturbances conducted by, or on behalf of, CONSULTANT’s officers or employees.

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

11. Indemnity. To the fullest extent allowed by law, CONSULTANT hereby agrees to defend, indemnify, and save harmless CITY and Estero Municipal Improvement District, its Council, boards, commissions, officers, employees, 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 Subco nsultants), 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 that arise out of , pertain to, or relate to any negligence, recklessness, or willful misconduct of CONSULTANT, any Subconsultant, anyone directly or indirectly employed or retained by them, or anyone that they control. 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.

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 o therwise provided in EXHIBIT C. In the event CONSULTANT fails to DocuSign Envelope ID: C5042479-E237-4AD5-AD63-58E902E01D5D

6.5 Attachment 3 - June 2022 Prime Government Solutions Agreement

77 AGENDA MANAGEMENT SYSTEM REPLACEMENT
Template Updated 1/18/2022 5
maintain any required insurance, a nd 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 in surance for a minimum of five (5) years following completion of this project or service. In the event CONSULTANT fails to obtain or maintain completed operations coverage as required by this Agreement, the CITY at its sole discretion may purchase the coverage required and the cost will be paid by CONSULTANT.

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

14. NON-DISCRIMINATION. The CONSULTANT will not discriminate again st any employee or applicant for employment because of race, color, religion, sex or national origin. The CONSULTANT will take affirmative action to ensure that applicants are employed and the employees are treated during employment without regard to thei r 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 c ompensation, 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: Rob Lasky

CONSULTANT: ____________________________
Joshua Hurni
3429 Derry Street, Harrisburg, PA 17111
512-347-9399
[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.

DocuSign Envelope ID: C5042479-E237-4AD5-AD63-58E902E01D5D

6.5 Attachment 3 - June 2022 Prime Government Solutions Agreement

78 AGENDA MANAGEMENT SYSTEM REPLACEMENT
Template Updated 1/18/2022 6

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

19. Governing Law. This Agreement shall be deemed to have been executed in the County of San Mateo, California. The formation, interpretation and performance of this Agreement shall be governed by the laws of the State of California , excluding its conflict of laws rules. Any suit or action initiated by either party shall be brought in the County of San Mateo, California unless the parties agree otherwise in a written amendment to this Agreement. In the event of litigation between the parties hereto to enforce any provision of the Agreement, the unsuccessful party will pay the reasonable attorney’s fees and expenses of litigation of the successful party.

20. Mediation. Should any dispute arise out of this Agreement, the parties shall meet in mediation and at tempt 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 shal l 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.

DocuSign Envelope ID: C5042479-E237-4AD5-AD63-58E902E01D5D

6.5 Attachment 3 - June 2022 Prime Government Solutions Agreement

79 AGENDA MANAGEMENT SYSTEM REPLACEMENT
Template Updated 1/18/2022 7

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 b reach, 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 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”).

Any Force Majeure event with a duration in excess of 30 days entitles either party to terminate this Agreement with written notice to the other party, without further penalty or compensation.

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

DocuSign Envelope ID: C5042479-E237-4AD5-AD63-58E902E01D5D

6.5 Attachment 3 - June 2022 Prime Government Solutions Agreement

80 AGENDA MANAGEMENT SYSTEM REPLACEMENT
Template Updated 1/18/2022 8
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: _________________________________ Edmund Suen, Interim City Manager

ATTEST:

Dated: ________________________________ Priscilla Schaus, City Clerk

APPROVED AS TO FORM

Dated:

Benjamin Stock, City Attorney

CONSULTANT

Dated:

Sherif Agib, President

DocuSign Envelope ID: C5042479-E237-4AD5-AD63-58E902E01D5D 6/15/2022 | 2:34 PM PDT
6/15/2022 | 2:48 PM PDT
6/15/2022 | 8:23 PM PDT
6/16/2022 | 9:28 AM PDT

6.5 Attachment 3 - June 2022 Prime Government Solutions Agreement

81 AGENDA MANAGEMENT SYSTEM REPLACEMENT
Template Updated 1/18/2022 9

EXHIBIT A

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

AGENDA MANAGEMENT SYSTEM REPLACEMENT

SERVICES TO BE PROVIDED

This is an Exhibit attached to, and made a part of and incorporated by reference to the Agreement dated June 6, 2022, by and between Prime Government Solutions (“PrimeGov”), hereinafter referred to as "CONSULTANT" and the City of Foster City, hereinafter referred to as "CITY" providing for software licensing and professional services.

1. Description of the Project:

1.1 DESCRIPTION: AGENDA MANAGEMENT SYSTEM REPLACEMENT

2. Basic Services:

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

2.1 Task 1 – Provide access to Primegov Agenda Management and Video Software and Annual Subscription for Primegov Agenda Management and Video Software

2.2 Task 2 – Provide professional services to help configure Primegov

2.3 Task 3 – Provide professional services to migrate files from our current system ( CivicClerk) to Primegov

2.4 Task 4 -- Provide Training to administrators and end users

PAYMENTS

1. The maximum payment to CONSULTANT under this Agreement for the Project shall be:
$40,721

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

Invoice and Purchase Order

3. TIMES OF PAYMENTS.
100% of annual payments ($23,976) invoiced upon agreement execution, and all one time payments ($16,745 ) invoiced upon project completion.

PROJECTS AND SCHEDULE

Project to begin upon agreement execution and CONSULTANT resource assignment. Task 1 (Annual Subscription) shall commence upon agreement execution and expire one year later. Tasks 2, 3 and 4 should be complete within 6 months. Any delays that have been deemed caused by the CITY, shall not count for the total duration of the project.

DocuSign Envelope ID: C5042479-E237-4AD5-AD63-58E902E01D5D

6.5 Attachment 3 - June 2022 Prime Government Solutions Agreement

82 AGENDA MANAGEMENT SYSTEM REPLACEMENT
Template Updated 1/18/2022 10

DELIVERABLES

CONSULTANT’s deliverables under the Agreement are enunciated throughout the Professional Services Agreement and include but are not limited to the following:

1. PROJECT DELIVERABLES

1.1 DELIVERABLES: Primegov Agenda Management and Video Software and Annual Subscription for Primegov Software.

2. CONSULTANT SERVICES. The deliverables considered part of CONSULTANT’s professional services are defined as, but are not limited to, the following deliverables:

2.1 SERVICES: Professional services to configure Primegov and training

END OF EXHIBIT A

DocuSign Envelope ID: C5042479-E237-4AD5-AD63-58E902E01D5D

6.5 Attachment 3 - June 2022 Prime Government Solutions Agreement

83 AGENDA MANAGEMENT SYSTEM REPLACEMENT
Template Updated 1/18/2022 11

EXHIBIT B

Agenda Automation module: $ 8,670 Upfront $8,670 +5% annual increase Community Engagement module $ 3,468 Upfront $3,468 +5% annual increase Meeting Management module $ 6,503 Upfront $6,503 +5% annual increase Video Manager module $ 5,335 Upfront $5,335 +5% annual increase Video Encoder $ 2,995 Upfront --one time cost--
Professional Services $13,750 Upfront --one time cost-- Total $40,721

DocuSign Envelope ID: C5042479-E237-4AD5-AD63-58E902E01D5D

6.5 Attachment 3 - June 2022 Prime Government Solutions Agreement

84 AGENDA MANAGEMENT SYSTEM REPLACEMENT
Template Updated 1/18/2022 12

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 Date of Agreement , by and between Consultant Name, 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 sec ure and maintain insurance as described below. Consultant shall not perform any work under this Ag reement until Consultant has obtained all insurance required under this section and the required certificates of insurance and all required endorsements h ave 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 there of, and is authorized to bind the named underwriter(s) and their company to the coverage, limits and termina tion 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 t erm 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 ar rest 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 Comm ercial General Liability insurance shall contain no exclusions or limitation for independent contractors working on the behalf of the named insured. Consultant shall maintain the Products - Completed Operations Hazard coverage for the longest period allowed by law following termination of this Agreement.

The amount of said insurance coverage required by this Agreement shall be the policy limits, which shall be at least five million dollars ($5,000,000) each occurrence and five million dollars ($5,000,000) a ggregate.

*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”. ☒ 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 perf ormance of Services pursuant to this Agreement with coverage equal to the policy limits, which shall be at least two million dollars ($2,000,000) each occurrence.

☒ Workers' Compensation Insurance

Consultant shall submit written proof that Consultant is insured against liability for workers' compensation in accordance with the provisions of section 3700 of the California Labor Code. Consultant shall require any Subconsultants to provide workers' compensation for all of the Subconsultants' employees , unless the Subconsultants' employees are covered DocuSign Envelope ID: C5042479-E237-4AD5-AD63-58E902E01D5D

6.5 Attachment 3 - June 2022 Prime Government Solutions Agreement

85 AGENDA MANAGEMENT SYSTEM REPLACEMENT
Template Updated 1/18/2022 13
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 diseas e.

☒ 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 insuranc e 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 t o 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 provis ion 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 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.

DocuSign Envelope ID: C5042479-E237-4AD5-AD63-58E902E01D5D

6.5 Attachment 3 - June 2022 Prime Government Solutions Agreement

86 AGENDA MANAGEMENT SYSTEM REPLACEMENT
Template Updated 1/18/2022 14

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 solv ency 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 i nsurance 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 provide d 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 claim s 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 s ubconsultants 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

DocuSign Envelope ID: C5042479-E237-4AD5-AD63-58E902E01D5D

6.5 Attachment 3 - June 2022 Prime Government Solutions Agreement

87 AGENDA MANAGEMENT SYSTEM REPLACEMENT
Template Updated 1/18/2022 15

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 officer s, officials, employees and volunteers are included as insureds with regard to damages and defense of claims arising from: (Check all that apply)
Insurer Policy
No.

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

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

Other:

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

Professional Liability:

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

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.

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) DocuSign Envelope ID: C5042479-E237-4AD5-AD63-58E902E01D5D

6.5 Attachment 3 - June 2022 Prime Government Solutions Agreement

88 AGENDA MANAGEMENT SYSTEM REPLACEMENT
Template Updated 1/18/2022 16

ORGANIZATION: TITLE:

ADDRESS:

TELEPHONE: ( ) DATE ISSUED:

EXHIBIT D
COVID-19 AMENDMENT/ATTACHMENT
(Consulting Agreement Form)

This COVID-19 Amendment/Attachment amends the Agreement between ____________________ (“City”) and ____________________________ (“Consultant”) dated ___________________________.

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 DocuSign Envelope ID: C5042479-E237-4AD5-AD63-58E902E01D5D

6.5 Attachment 3 - June 2022 Prime Government Solutions Agreement

89 AGENDA MANAGEMENT SYSTEM REPLACEMENT
Template Updated 1/18/2022 17
COVID-19 Condition, the Consultant must demonstrate that the issue, cost or delay is due to an Unknown COVID-19 Condition.

3. Compliance with COVID-19 Proclamations.

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

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

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

5. City 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]
DocuSign Envelope ID: C5042479-E237-4AD5-AD63-58E902E01D5D

6.5 Attachment 3 - June 2022 Prime Government Solutions Agreement

90 AGENDA MANAGEMENT SYSTEM REPLACEMENT
Template Updated 1/18/2022 18

IN WITNESS WHEREOF, the City and Consultant have executed this Covid-19 Amendment as of the date set forth above.

CONSULTANT: CITY:

________________________ ____________________________
Signature Signature

________________________ ______________________________ Sherif Agib, President Edmund Suen, Interim City Manager

DocuSign Envelope ID: C5042479-E237-4AD5-AD63-58E902E01D5D

6.5 Attachment 3 - June 2022 Prime Government Solutions Agreement

91 AGENDA MANAGEMENT SYSTEM REPLACEMENT
Template Updated 1/18/2022 19
Exhibit E
Terms and Conditions

This Support Services Contract describes the expected performance of the PrimeGov Service, the procedures for reporting an issue, and expected turnaround time on issues reported.

1. Service Uptime Target. PrimeGov has a target uptime of >99.95% measured on a monthly basis. This time excludes any planned
maintenance that have been identified to the Customer. PrimeGov shall give a minimum of two (2) business days’ notice for
planned maintenance updates. Planned maintenance will be targeted to occur between 11:00 pm Pacific Time on Thursday to
02:00 a.m. Pacific Time on Friday. Update notes are published as part of the maintenance notification, highlighting new features,
improvements, and bug fixes. Maintenance time frames are subject to change by PrimeGov, and proper notification is provided
to the Customer within the minimum two (2) business day period.

2. Reporting an Issue.
a. Contact Details. At PrimeGov, we built our support system with alerts to anticipate any service disruption so that our Customer Success team can address any technical items before they become an issue for our customers. In the case where a Customer discovers an issue, or the Service is unavailable, the Customer should notify the PrimeGov Customer
Success team through one of the following channels:
i. Entering a ticket in the help desk system at support.primegov.com. ii. E-mailing the Customer Success team directly at [email protected]. iii. Calling the Customer Success team at 1-833-634-6349. b. Hours of Coverage. Regular Support Services are provided between 5:00 am and 5:00 pm Pacific Time, Monday through Friday. On-call and emergency support are provided outside of regular Support Service hours online and by phone. More specifically, the hours are as follows:
i. Call for phone support. Phone support is available twenty-four (24) hours a day, seven (7) days a week by calling 1-833-634-6349.
ii. Enter an issue in the help desk system. This service is available twenty-four (24) hours a day, seven (7) days a week at support.primegov.com.
iii. Email an issue to the Customer Success team. This service is available twenty-four (24) hours a day, seven (7) days a week.
c. Customer Priority Identification. The Customer will supply their determined priority for each support item logged in accordance with the following Priority Code:

PRIORITY CODE DESCRIPTION
P1 - Critical The problem is impacting all Users by the Service being unavailable with no workaround available.

P2 - High The problem is impacting a significant number of Users and is causing a significant business impact, where there is no work-around available.

P3 - Moderate The problem is impacting a small number of Users and is causing a minor business impact or is causing a significant business impact, but there is a workaround available.

P4 - Low Non-service affecting defect. Non-urgent or cosmetic problems, queries, causing inconvenience only.

3. Resolving an Issue
a. Steps to Resolution.
i. PrimeGov Customer Success staff will analyze the issue and revert to the Customer with an assessment of the issue.
ii. The issue will then result in one of the following actions:

1. The PrimeGov Customer Success staff will send a set of steps to close the issue wi th associated times.

2. PrimeGov Customer Success staff will ask for more clarification/ information on the issue.

DocuSign Envelope ID: C5042479-E237-4AD5-AD63-58E902E01D5D

6.5 Attachment 3 - June 2022 Prime Government Solutions Agreement

92 AGENDA MANAGEMENT SYSTEM REPLACEMENT
Template Updated 1/18/2022 20

3. PrimeGov Customer Success staff may discuss the priority of the issue.

4. The Customer and the PrimeGov Customer Success staff will mutually agree to close or reprioritize an issue.
iii. If a support issue is closed because it has been successfully resolved, then PrimeGov Customer Success staff will provide a brief description of the final solution to the Customer. b. Target Response Time. PrimeGov will aim to provide the Customer with a response within a specific time limit based on the agreed Priority Code of the Support Issue (a “Target Response Time”). The following Target Response Times are within the hours of coverage:

PRIORITY CODE DESCRIPTION TARGET RESPONSE TIME <
P1 Critical 30 minutes
P2 High 1 hour
P3 Moderate 2 hours
P4 Low 40 hours

4. Problem Escalation. A Support Call’s Priority Code may be escalated by either the Customer or PrimeGov, if it is found to be more business critical than first realized or if the steps to resolve are proving unsatisfactory. In the event of escalation, the following contacts from PrimeGov should be called:

ROLE NAME CONTACT EMAIL
Technical Support Lead Sydney Erickson [email protected] Technical Support Director Larry Thorpe [email protected] President Sherif Agib [email protected]

5. Minor Enhancements. Requests by the Customer for minor enhancements or changes to the Service not relating to a defect or error inherent in the Service will be considered on a case-by-case basis and will be included under this Agreement at the sole discretion of PrimeGov if in the PrimeGov software product roadmap.

6. Knowledge Base. PrimeGov provides a searchable online knowledge base for questions and issue resolution is available at support.primegov.com. The documentation provided includes product updates, technical assistance, and tutorials. The content is regularly updated and expanded and each article contains links to related articles for increased navigation. The knowledge base is available on the same website as the support ticket management system for ease-of-use.

7. Exclusions
a. Requests by the Customer for significant enhancements or changes to the Service not relating to a defect or error inherent in the Service will be excluded from this Agreement and will be managed separately.
b. PrimeGov is only obliged to provide the Support Services with respect to the then current version of the Service. If PrimeGov provides Support Services for older versions/releases, this is done without obligation on an “as-is” basis at PrimeGov’s sole discretion and without any service level applying and PrimeGov may make the provision of further Support Services for older versions of the Service subject to the payment of additional fees.
c. Any alteration, modification or maintenance of the Service by the Customer or any third party which has not been authorized in writing by PrimeGov.
d. Any failure by the Customer to implement any recommendations, solutions to faults, problems or updates previously advised or delivered by PrimeGov to the Customer. e. Either Party being subject to Force Majeure.
f. The Customer’s failure, inability or refusal to allow PrimeGov’s personnel proper and uninterrupted access to the Service.

DocuSign Envelope ID: C5042479-E237-4AD5-AD63-58E902E01D5D

6.5 Attachment 3 - June 2022 Prime Government Solutions Agreement

93 6
6 6
DATE: June 17, 2024

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

FROM: Andrew Brozyna, Public Works Director
Claire McWilliams, Assistant Engineer
DEPARTMENT: Public Works
SUBJECT: AUTHORIZING A REQUEST TO THE METROPOLITAN

TRANSPORTATION COMMISSION FOR THE ALLOCATION OF
TRANSPORTATION DEVELOPMENT ACT ARTICLE 3

PEDESTRIAN/BICYCLE PROJECT FUNDS IN THE AMOUNT OF
$80,000 TOWARDS THE FOSTER CITY BICYCLE AND

PEDESTRIAN MASTER PLAN

RECOMMENDATION
It is recommended that the City Council adopt the attached resolution authorizing the request to the Metropolitan Transportation Commission (MTC) for the allocation of Transportation Development Act (TDA) Article 3 Pedestrian and Bicycle Project funding for fiscal year 2023-2024 towards the Foster City Bicycle and Pedestrian Master Plan.

EXECUTIVE SUMMARY
In November 2023, the City of Foster City submitted a grant application under the TDA Article 3 Bicycle and Pedestrian Program for the City’s Bicycle and Pedestrian Master Plan (BPMP). The BPMP project consists of the creation of a Master Plan that addresses bicycle and pedestrian safety and needs throughout the City. In May 2024, MTC and the City/County Association of Governments for San Mateo County (C/CAG) selected Foster City to be recommended for the MTC’s final approval. $80,000 is recommended for approval. In order for the grant to be awarded, an approved City Council resolution

6.6 6.6 Staff Report

94 6
6 6
requesting allocation of the grant fund from the MTC is required.

BACKGROUND
In July 2023, the San Mateo County Civil Grand Jury published a report entitled “Bike Safety in San Mateo County,” which contained recommendations to enhance and promote bike safety and usage. Recommendation five (R5) stated that “each city, town, and unincorporated county should update or generate a new Bicycle and Pedestrian Master Plan if their current plan is older than five years.” Foster City has never created a BPMP, although the City had previously performed a Bicycle Network Assessment and Safe Routes to School Assessment in 2018. After the Grand Jury’s recommendations were published, Foster City sought funding sources to enable the creation of the City’s first BPMP.

On September 18,2023, C/CAG issued a Call for Projects under the TDA Article 3 Pedestrian and Bicycle Program FY 2023/2024. The goal of the TDA Article 3 Pedestrian and Bicycle Program is to fund specific projects that encourage bicycle and walking conditions in San Mateo County. Bicycling and walking are sustainable forms of transportation and contribute to the overall goals of the TDA Article 3 to reduce commute corridor congestion, make regional connections, enhance safety, and meet local mobility needs.

On October 26, 2023, staff presented the item to the Transportation Review Committee and received their support to pursue the TDA Article 3 grant opportunity.

In November 2023, the City of Foster City submitted the BPMP Project and requested grant funding in the amount of $80,000. The BPMP project consists of the creation of a Master Plan that addresses bicycle and pedestrian safety and needs throughout the City.

In May 2024, the C/CAG notified the City that the project was selected by the C/CAG Board to be recommended for MTC’s final approval. In order to receive the successfully awarded grant funds, an approved City Council resolution requesting allocation of the grant funds from the MTC is required (Attachment 1).

ANALYSIS
The objective of the BPMP is to incorporate previous transportation studies and new analysis into a plan that examines bicycle and pedestrian safety and needs within the City, creating a comprehensive document that prioritizes Safe Routes to School, the City’s existing Complete Streets Policy and multi-modal transportation throughout the City. The project will build upon several existing transportation planning efforts and provide Public Works with the knowledge to enhance the City’s existing bicycle and pedestrian facilities and infrastructure. The plan will have long-term effects on the prioritization and development of bicycle and pedestrian facilities throughout the City to increase user safety.

6.6 6.6 Staff Report

95 6
6 6
It is recommended that the City Council authorize the request to MTC for the allocation of TDA Article 3 funds towards the BPMP Project. Authorizing TDA Article 3 funds will offset a portion of the City’s financial burden in the process of creating a bicycle and pedestrian master plan.

Funds will be used to hire a transportation consultant through an open and competitive Request for Proposals (RFP) process. Staff is in the process of developing the RFP for the required consultant services. The completed RFP will be brought to City Council for approval and authorization to issue in Summer 2024.

CALIFORNIA ENVIRONMENTAL QUALITY ACT
Pursuant to section 15378(b) of the CEQA Guidelines, the recommended Council actions is not subject to CEQA because it is a fiscal activity which does not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment.

FISCAL IMPACT
The authorization of the request to MTC for allocation of TDA Article 3 funds will allow the City to receive $80,000 to use for the BPMP Project. The City has committed to a local match of $80,000, which is 50% of the total project cost. The City’s local match was included as part of the evaluation criteria, and a 50% local match allowed the City to score the maximum amount of points for the “Local Cash Match” category and improved the City’s chances of being selected. The City’s local match comes from the General Plan Maintenance Fund Account 128-0838-419-42-51 where $160,000 is budgeted for the 24/25 fiscal year.

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

Attachment 1 – Resolution including Required Findings and MTC Application Form

6.6 6.6 Staff Report

96 RESOLUTION NO. _____________

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

AUTHORIZING A REQUEST TO THE METROPOLITAN TRANSPORTATION COMMISSION FOR THE ALLOCATION OF FISCAL YEAR 2024-2025
TRANSPORTATION DEVELOPMENT ACT ARTICLE 3 PEDESTRIAN/BICYCLE

PROJECT FUNDING AND FINDING THIS RESOLUTION EXEMPT FROM THE

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) PURSUANT TO GUIDELINES SECTION 15378 (b)

CITY OF FOSTER CITY
WHEREAS, Article 3 of the Transportation Development Act (TDA), Public Utilities Code (PUC) Section 99200 et seq., authorizes the submission of claims to a regional transportation planning agency for the funding of projects exclusively for the benefit and/or use of pedestrians and bicyclists; and
WHEREAS, the Metropolitan Transportation Commission (MTC), as the regional transportation planning agency for the San Francisco Bay region, has adopted MTC Resolution No. 4108, Revised, entitled “Transportation Development Act, Article 3, Pedestrian/Bicycle Projects,” which delineates procedures and criteria for submission of requests for the allocation of “TDA Article 3” funding; and WHEREAS, MTC Resolution No. 4108, Revised requires that requests for the allocation of TDA Article 3 funding be submitted as part of a single, countywide coordinated claim from each county in the San Francisco Bay region; and WHEREAS, the City of Foster City desires to submit a request to MTC for the allocation of TDA Article 3 funds to support the projects described in Attachment B to this resolution, which are for the exclusive benefit and/or use of pedestrians and/or bicyclists;
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Foster City that:

1. The City declares it is eligible to request an allocation of TDA Article 3 funds pursuant to Section 99234 of the Public Utilities Code; and

2. There is no pending or threatened litigation that might adversely affect the project or projects described in Attachment B to this resolution, or that might impair the ability of the City of Foster City to carry out the project; and

3. The City of Foster City attests to the accuracy of and approves the statements in Attachment A to this resolution; and

6.6 Attachment 1 - Resolution including Required Findings and MTC Application Form

97 2
2 3
9 4. A certified copy of this resolution and its attachments, and any accompanying supporting materials shall be forwarded to the congestion management agency, countywide transportation planning agency, or county association of governments, as the case may be, of San Mateo County for submission to MTC as part of the countywide coordinated TDA Article 3 claim.

PASSED AND ADOPTED as a resolution of the City Council of the City of Foster City at the regular meeting held on the 17th day of June, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

PATRICK SULLIVAN, MAYOR
ATTEST:

PRISCILLA SCHAUS, CITY CLERK

6.6 Attachment 1 - Resolution including Required Findings and MTC Application Form

98 2
2 3
9 RESOLUTION NO. _____________
Attachment A
Re: Request to the Metropolitan Transportation Commission for the Allocation of Fiscal Year 2024-2025 Transportation Development Act Article 3 Pedestrian/Bicycle Project Funding
Findings

Page 1 of 2 ends

1. That the City of Foster City is not legally impeded from submitting a request to the Metropolitan Transportation Commission for the allocation of Transportation Development Act (TDA) Article 3 funds, nor is the City of Foster City legally impeded from undertaking the project(s) described in “Attachment B” of this resolution.

2. That the City of Foster City has committed adequate staffing resources to complete the project(s) described in Attachment B.

3. A review of the project(s) described in Attachment B has resulted in the consideration of all pertinent matters, including those related to environmental and right-of-way permits and clearances, attendant to the successful completion of the project(s).

4. Issues attendant to securing environmental and right-of-way permits and clearances for the projects described in Attachment B have been reviewed and will be concluded in a manner and on a schedule that will not jeopardize the deadline for the use of the TDA funds being requested.

5. That the project(s) described in Attachment B comply with the requirements of the California Environmental Quality Act (CEQA, Public Resources Code Sections 21000 et seq.).

6. That as portrayed in the budgetary description(s) of the project(s) in Attachment B, the sources of funding other than TDA are assured and adequate for completion of the project(s).

7. That the project(s) described in Attachment B are for capital construction and/or final design and engineering or quick build project; and/or for the maintenance of a Class I bikeway which is closed to motorized traffic and/or Class IV separated bikeway; and/or for the purposes of restriping Class II bicycle lanes; and/or for the development or support of a bicycle safety education program; and/or for the development of a comprehensive bicycle and/or pedestrian facilities plan, and an allocation of TDA Article 3 funding for such a plan has not been received by the City of Foster City within the prior five fiscal years.

8. That the project(s) described in Attachment B which are bicycle projects have been included in a detailed bicycle circulation element included in an adopted general plan, or included in an adopted comprehensive bikeway plan (such as outlined in Section 2377 of the California Bikeways Act, Streets and Highways Code section 2370 et seq.) or responds to an immediate community need, such as a quick-build project.

6.6 Attachment 1 - Resolution including Required Findings and MTC Application Form

99 2
2 3
9 9. That any project described in Attachment B bicycle project meets the mandatory minimum safety design criteria published in the California Highway Design Manual or is in a National Association of City and Transportation Officials (NACTO) guidance or similar best practices document.

10. That the project(s) described in Attachment B will be completed in the allocated time (fiscal year of allocation plus two additional fiscal years).

11. That the City of Foster City agrees to maintain, or provide for the maintenance of, the project(s) and facilities described in Attachment B, for the benefit of and use by the public.

6.6 Attachment 1 - Resolution including Required Findings and MTC Application Form

100

RESOLUTION NO. _____________
Attachment B
TDA Article 3 Project Application Form

1.Agency City of Foster City

2.Primary Contact Claire McWilliams

3.Mailing Address 610 Foster City Boulevard, Foster City, CA 94404

4.Email Address [email protected] 5.Phone Number 650-912-6553

6.Secondary Contact (in
the event primary is
not available)
Ryan Marquez

7.Mailing address (if
different) N/A☒

8.Email Address [email protected] 9.Phone Number 650-286-3588

10. Send allocation
instructions to (if
different from above):

11.Project Title Foster City: Bicycle & Pedestrian Master Plan

12.Amount requested $80,000 13.Fiscal Year of
Claim
FY 24/25

14.Description of Overall Project:

The plan's purpose and goal is to provide the City with a comprehensive set of policies and priorities to approach improving walking and biking within the City and connecting to our neighboring Cities. The intended outcomes of the bike plan are:

1. Improved roadway safety.

2. Increased active transportation.

3. Infrastructure development to support active transportation.

4. Improved City connectivity.

5. Education and outreach.

The plan will broken out into six major tasks through one phase:

1. Project management and coordination.

2. Existing conditions, data collection and review.

3. Public outreach.

4. Citywide infrastructure needs assessment.

5. Recommendations and implementation strategy.

6. Draft and Final Plan

6.6 Attachment 1 - Resolution including Required Findings and MTC Application Form

101

15.Project Scope Proposed for Funding: (Project level environmental, preliminary planning, and ROW are ineligible uses of TDA funds.)

6.6 Attachment 1 - Resolution including Required Findings and MTC Application Form

102

16.Project Location: A map of the project location is attached or a link to a online map of the project location is provided below:

City limits outlined in red.

6.6 Attachment 1 - Resolution including Required Findings and MTC Application Form

103

Project Relation to Regional Policies (for information only)

17. Is the project in an Equity Priority Community?
Yes☐ No☒

18. Is this project in a Priority Development Area or a Transit-Oriented Community? Yes☐ No☒

19.Project Budget and Schedule
Project Eligibility
A.Has the project been reviewed by the Bicycle and Pedestrian Advisory Committee? Yes☒ No☐
If “YES,” identify the date and provide a copy or link to the agenda.

If "NO," provide an explanation).

B.Has the project been approved by the claimant's governing body? Yes☐ No☒
If "NO," provide expected date:____August 2024______
C.Has this project previously received TDA Article 3 funding? Yes☐ No☒
(If "YES," provide an explanation on a separate page)
D.For "bikeways," does the project meet Caltrans minimum safety design criteria pursuant to Chapter 1000 of the California Highway Design Manual? Yes☒ No☐
Yes, the Bike/Ped Master Plan will meet CalTrans minimum safety design criteria.

E. 1. Is the project categorically exempt from CEQA, pursuant to CCR Section 15301(c), Existing Facility?
Yes☐ No☒

2. If “NO” above, is the project is exempt from CEQA for another reason? Yes☒ No☐
Project
Phase TDA 3 Other Funds Total Cost Estimated Completion (month/year)
Bike/Ped
Plan $80,000 80,000 160,000 February 2026 ENV
PA&ED
PS&E
ROW
CON
Total Cost 80,000 80,000 160,000

6.6 Attachment 1 - Resolution including Required Findings and MTC Application Form

104

Cite the basis for the exemption. ____15378(b)__________________ N/A☐
If the project is not exempt, please check “NO,” and provide environmental documentation, as appropriate.

F.Estimated Completion Date of project (month and year):
______February 2026______
G.Have provisions been made by the claimant to maintain the project or facility, or has the claimant arranged for such maintenance by another agency? (If an agency other than the Claimant is to maintain the facility, please identify below and provide the agreement.

Yes☒ No☐
H.Is a Complete Streets Checklist required for this project ? Yes☐ No☒
If the amount requested is over $250,000 or if the total project phase or construction phase is over $250,000, a Complete Streets checklist is likely required. Please attach the Complete Streets checklist or record of review, as applicable. More information and the form may be found here:
https://mtc.ca.gov/planning/transportation/complete-streets

6.6 Attachment 1 - Resolution including Required Findings and MTC Application Form

105

6 6
4 DATE: June 17, 2024

TO: Mayor and Members of the City Council
President and Members of the Estero Municipal Improvement District (EMID) Board of Directors
VIA: Stefan Chatwin, City/District Manager

FROM: Waqas Hassan, Assistant Finance Director
Diane Pitman, Administrative Services Director
DEPARTMENT: Finance, Administrative Services
SUBJECT: CITY/EMID INVESTMENT POLICY

RECOMMENDATION
It is recommended that the City Council/EMID Board of Directors approve the attached resolutions adopting the City/EMID Investment Policy, dated June 17, 2024.

EXECUTIVE SUMMARY
The Finance Director/Treasurer and Administrative Services Director review the City/EMID’s Investment Policy annually. There are no changes recommended to the Investment Policy at this time. However, the Policy is updated to reflect the current composition of the City Council/EMID Board of Directors.

BACKGROUND
The City/EMID's Investment Policy is reviewed annually by the Finance Director/Treasurer and Administrative Services Director. The Policy’s three primary objectives for its investments, in order of priority, remain unchanged: (a) Safety, (b) Liquidity, and (c) Yield.

There are no changes recommended to the contents of the Investment Policy at this

6.7 6.7 Staff Report

106

6 6
4 time other than an update of the current composition of the City Council/EMID Board of Directors.

California Environmental Quality Act
Not Applicable

FISCAL IMPACT
There is no fiscal impact with the adoption of the resolutions.

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

Attachment 1 – City Resolution
Attachment 2 – EMID Resolution
Attachment 3 – City/EMID Investment Policy

6.7 6.7 Staff Report

107

RESOLUTION NO. _____________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FOSTER CITY ADOPTING AN UPDATED INVESTMENT POLICY DATED JUNE 17, 2024

CITY OF FOSTER CITY
WHEREAS, California Government Code section 53646 requires that a local agency adopt an Investment Policy that governs the investment of public funds in accordance with State law; and
WHEREAS, the City’s Investment Policy was last updated on June 20, 2023; and WHEREAS, the City’s three primary objectives for its investments, in order of priority, remain unchanged: a) Safety, b) Liquidity, and c) Yield; and WHEREAS, the City’s Investment Policy is updated to also reflect the current composition of the City Council
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Foster City that the Investment Policy dated June 17, 2024 is hereby approved.

PASSED AND ADOPTED as a resolution of the City Council of the City of Foster City at the Regular Meeting held on the 17th day of June, 2024 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_______________________________

PATRICK SULLIVAN, MAYOR
ATTEST:
_________________________________

PRISCILLA SCHAUS, CITY CLERK

6.7 Attachment 1 - City Resolution

108

RESOLUTION NO. _____________

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ESTERO MUNICIPAL

IMPROVEMENT DISTRICT (DISTRICT) ADOPTING AN UPDATED INVESTMENT POLICY DATED JUNE 17, 2024

ESTERO MUNICIPAL IMPROVEMENT DISTRICT
WHEREAS, California Government Code section 53646 requires that a local agency adopt an Investment Policy that governs the investment of public funds in accordance with State law; and
WHEREAS, the District’s Investment Policy was last updated on June 20, 2023; and WHEREAS, the District’s three primary objectives for its investments, in order of priority, remain unchanged: a) Safety, b) Liquidity, and c) Yield; and WHEREAS, the District’s Investment Policy is updated to also reflect the current composition of the District Board
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Estero Municipal Improvement District that the Investment Policy dated June 17, 2024 is hereby approved.

PASSED AND ADOPTED as a resolution of the Estero Municipal Improvement District at the Regular Meeting held on the 17th day of June, 2024 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________

PATRICK SULLIVAN, PRESIDENT
ATTEST:
_______________________________________

PRISCILLA SCHAUS, DISTRICT SECRETARY

6.7 Attachment 2 - EMID Resolution

109

City of Foster City, California and
Estero Municipal Improvement District

INVESTMENT POLICY
June 17, 2024

6.7 Attachment 3 - City/EMID Investment Policy

110

CITY OF FOSTER CITY AND

ESTERO MUNICIPAL IMPROVEMENT DISTRICT (DISTRICT)

INVESTMENT POLICY
June 17, 2024
Patrick Sullivan, Mayor/District President
Stacy Jimenez, Vice Mayor/District Vice President
Jon Froomin, Councilmember/District Director
Sam Hindi, Councilmember/District Director
Art Kiesel, Councilmember/District Director
Stefan Chatwin, City/District Manager
PREPARED BY:

Financial Services Department

6.7 Attachment 3 - City/EMID Investment Policy

111

CITY OF FOSTER CITY AND

ESTERO MUNICIPAL IMPROVEMENT DISTRICT

INVESTMENT POLICY

TABLE OF CONTENTS
POLICY.............................................................................................................................4 SCOPE .............................................................................................................................4 PRUDENCE......................................................................................................................4 OBJECTIVES ...................................................................................................................5 A. Safety..................................................................................................................... 5 B. Liquidity.................................................................................................................. 5 C. Yield....................................................................................................................... 5 DELEGATION OF AUTHORITY.......................................................................................6 ETHICS AND CONFLICTS OF INTEREST......................................................................6 AUTHORIZED FINANCIAL DEALERS AND INSTITUTIONS ..........................................6 AUTHORIZED AND SUITABLE INVESTMENTS.............................................................7 DOWNGRADED BONDS ...............................................................................................10 COLLATERALIZATION ..................................................................................................10 SAFEKEEPING AND CUSTODY ...................................................................................11 DIVERSIFICATION.........................................................................................................11 MAXIMUM MATURITIES................................................................................................11 INTERNAL CONTROL ...................................................................................................11 PERFORMANCE STANDARDS.....................................................................................11 REPORTING ..................................................................................................................11 INVESTMENT POLICY ADOPTION...............................................................................12 GLOSSARY....................................................................................................................13

6.7 Attachment 3 - City/EMID Investment Policy

112

4 CITY OF FOSTER CITY AND

ESTERO MUNICIPAL IMPROVEMENT DISTRICT

INVESTMENT POLICY
JUNE 17, 2024
POLICY
It is the policy of the City of Foster City /Estero Municipal Improvement District (hereinafter collectively referred to as “City” or "City of Foster City") to invest public funds in a manner which will provide the optimal return available consistent with the City’s liquidity needs and the primary objective of protecting the safety of principal conforming to all laws of the State of California regarding the investment of public funds.

SCOPE
The City Treasurer or his/her designee is authorized to invest the City's funds in accordance with the California Government Code Sections 53601.1, 53602, 53635, and 53646. This investment policy applies to all financial assets of the City. These funds are accounted for in the Annual Comprehensive Financial Report which includes the following fund types:
•General Fund
•Special Revenue
•Capital Projects
•Enterprise
•Internal Service
•Trust and Agency
•Any new fund created by the legislative body, unless specifically exempted.

All monies entrusted to the City Treasurer will be pooled in an actively managed portfolio except for employee retirement funds, which are administered separately.

PRUDENCE
The actions of the City Treasurer in the performance of his/her duties as manager of public funds shall be evaluated using the following prudent person standard applied in the context of managing the overall portfolio:

Investments shall be made with judgment and care, under circumstances then prevailing, which persons of prudence, discretion, and intelligence exercise in the management of their own affairs, not for speculation, but for investment, considering the probable safety of their capital as well as the probable income to be derived.

Investment officers acting in accordance with written procedures and the investment policy exercising due diligence shall be relieved of personal responsibility for an individual security's credit risk or market price changes, provided deviations from

6.7 Attachment 3 - City/EMID Investment Policy

113

5 expectations are reported to the City Council / District Board in a timely fashion and appropriate action is taken to control adverse developments.

OBJECTIVES
There are three (3) primary objectives of the City’s Investment activities. In order of priority, they are: a) Safety, b) Liquidity, and c) Yield. In every case, all investment securities that are chosen to achieve these objectives will be in conformance with California state law and all applicable local ordinances or policies.

A. Safety
Safety of principal is the foremost objective of the investment program. Investments of the City shall be undertaken in a manner that seeks to ensure the preservation of capital in the overall portfolio. The City shall seek to safeguard principal by a careful examination of credit risk and market risk of individual investments.

1. Credit Risk - is defined as the risk of loss due to failure of an issuer of a security, shall be mitigated by investing in only very safe institutions and by diversifying the fund so that the failure of any one issuer would not unduly harm the City's cash flow.

2. Market Risk - is defined as the risk of market value fluctuations of the investment portfolio’s securities due to overall changes in the general level of interest rates, shall be mitigated by managing duration risk of the City/District fund to no less than one year and no greater than three years.

B. Liquidity
The City investment portfolio will remain sufficiently liquid to enable the City to meet all operating expenditure requirements which might be reasonably anticipated. In order to maintain liquidity, the City shall maintain cash and investments with a maturity of not greater than one (1) year that is equal or greater than the sum of the minimum operating and capital reserve requirements established by City Council / District Board policy for the General Fund, Capital Improvement Funds, Enterprise Funds, Internal Service Funds, and any other funds for which the Council/Board may establish minimum reserve requirements. Notwithstanding the above considerations, a minimum of 5% of the portfolio will have investments maturing within one day or in pooled or money market funds.

C. Yield
The City investment portfolio shall be designed with the objective of attaining a market rate of return throughout budgetary and economic cycles, taking into account investment risk constraints and the cash flow characteristics of the portfolio. Whenever possible, consistent with risk limitations and prudent investment principles, the City shall make an effort to achieve returns not less than the market average rate of return. The market-average rate of return is defined as the average return on One-Year U.S.

Treasury Notes, measured by an index comprised of the 12 current U.S. Treasury One- Year Notes.

6.7 Attachment 3 - City/EMID Investment Policy

114

6 DELEGATION OF AUTHORITY
Pursuant to Section 2.16.030 of the City Municipal Code, the City Treasurer has been authorized to undertake investment transactions on behalf of the City. The only officials authorized to undertake investment transactions on behalf of the City are the City Treasurer and Assistant Finance Director. The actual disbursement of funds for the placement of individual investments undertaken by these two officials shall be subjected to a second party approval by officers authorized to sign City checks and wire transfers.

On a quarterly basis, the City Treasurer and the Administrative Services Director shall discuss the status of current investments, strategies for future investments, and other investment matters deemed necessary and shall report to the City Council as necessary.

The City Treasurer is responsible for ensuring compliance with the City's investment policies as well as for establishing systems of internal control to regulate the activities of subordinate officials.

ETHICS AND CONFLICTS OF INTEREST
Officers and employees involved in the investment process shall refrain from personal business activity that could conflict with proper execution of the investment program, or which could impair their ability to make impartial investment decisions. Employees and investment officials shall disclose to the City Clerk any material financial interests in financial institutions that conduct business within this jurisdiction, and they shall further disclose any large personal financial investment positions that could be related to the performance of the City investment portfolio.

AUTHORIZED FINANCIAL DEALERS AND INSTITUTIONS
The City Treasurer or his/her designee will maintain a list of financial institutions authorized to provide investment services and shall conduct an annual review of the financial condition and credit worthiness of all institutions that the City is currently using for the placement of investments. All financial institutions including broker/dealers which desire to become qualified bidders for the City's investment transactions must provide the Financial Services Department with the following:
•Certification of qualification under the Security and Exchange Commission’s (SEC) Rule 15c3-1 (Net Capital Requirement for Brokers and Dealers) •Certification of registration with all appropriate federal and state regulatory bodies, which may include but are not limited to: SEC, Municipal Securities Rulemaking Board, Financial Industry Regulatory Authority, California Department of Corporations
•Audited financial statement for the last three years and subsequent quarterly financial statements.
•Certification of having read the City investment policy and depository contracts.

The City may require, at its discretion, periodic recertification of the matters set forth above.

6.7 Attachment 3 - City/EMID Investment Policy

115

7 The City Treasurer or his/her designee will investigate all financial institutions including brokers/dealers to determine if they are adequately capitalized, broker or deal in market securities appropriate to the City's needs, and agree to abide by the conditions set forth in the investment policy of the City. This will be done by having the financial institutions, brokers or dealers complete and return the appropriate questionnaire to the City Treasurer or his/her designee.

AUTHORIZED AND SUITABLE INVESTMENTS
The State of California Government Code (specifically, sections 16429.1, 53601 and 53649) limits the investment vehicles available to local agencies.

The following table summarizes the authorized investments, their maximum maturity, maximum percentage of portfolio, and maximum investment in any one issuer:

Authorized Investment Type1
Maximum
Maturity
Maximum % of
Portfolio
Maximum Investment in
One Issuer (as % of
Portfolio)
State Treasurer’s Local Agency
Investment Fund
N/A 100% 100%
San Mateo County Pool
Investment Program
N/A 10% 10%
Government Agency Issues
•Local Municipal Bonds 5 years 5% 5%
•State Bonds 5 years 5% 5%
•U.S. Treasury Obligations 5 years 100% 100%
•U.S. Agency Securities 5 years 100% 50%
Bankers Acceptances 180 days 25% 5%
Commercial Paper (“A1” rating
or better)
90 days 20% 5%
Negotiable Certificates of
Deposit
5 years 30% 5%
Repurchase Agreements 1 year 50% 50%
Medium-Term Notes (“A1” rating
or better)
5 years 5% 5%
Shares of Beneficial Interest
(Mutual Funds)
N/A 10% 10%
Shares of Beneficial Interest
issued by a joint powers
authority
N/A 50% 50%
Certificates of Deposit (non-
negotiable)
1 year 10% Maximum insurable
deposit with FDIC2
Detailed descriptions of each type of investments listed above are as follows:
1 Investment Grade Ratings are based on Moody’s Long-Term Obligation Ratings. Alternative equivalent ratings by Standard & Poor’s are also acceptable.
2 Current maximum insured amount per institution is $250,000.

6.7 Attachment 3 - City/EMID Investment Policy

116

8 •State Treasurer's Local Agency Investment Fund (LAIF) - Government Code Section 16429.1 authorizes each local government agency to invest funds at a maximum amount allowable in this investment program administered by the California State Treasurer. The maximum amount of funds that can be invested with LAIF as dictated by LAIF regulations.
•San Mateo County Pool Investment Program - Money invested with the San Mateo County Pool Investment Program. Investment in the County Pool is limited to 10% of the portfolio.
•Government Agency Issues – Securities from various government agencies, such as those identified in Government Code Section 53601 (a) through (e), includes the following:
•Local Municipal Bonds or other indebtedness – maximum maturity is 5 years from date of purchase, no limit on the amount of the portfolio, and no more than 5% of the total portfolio invested in any one issuer. Preference will be given to California municipal agencies.
•State Bonds or other indebtedness – maximum maturity of 5 years from date of purchase, a 5% limit on total investments in the portfolio, and no more than 5% of the total portfolio invested in any one issuer.
•U.S. Treasury Obligations, including notes or other indebtedness secured by the full faith and credit of the Federal Government – maximum maturity of 5 years from date of purchase, and no limit on amount invested as a % of total portfolio.
•U.S. Agency Securities, including but not limited to issues by federal agencies such as the Federal Farm Credit Bureau, Government National Mortgage Association, Federal National Mortgage Association, and Federal Home Loan Mortgage Corporation – maximum maturity of 5 years from date of purchase, no limit on amount investment as a % of total portfolio, and no more than 50% of the total portfolio invested in any one issuer.
•Bankers Acceptances - As authorized by Government Code Section 53601 (f), 25% of the City's portfolio may be invested in Bankers Acceptances that are eligible for purchase by the Federal Reserve System. Purchases of Bankers Acceptances may not exceed a 180 day maturity. No more than 5% of the market value of the portfolio shall be placed with any one institution.
•Commercial Paper - As authorized by Government Code Section 53601 (g), 20% of the City's portfolio may be invested in commercial paper having a 'A1' rating for the issuers debt, rated by Moody's or Standard and Poors, with maturities not to exceed 90 days. No more than 5% of the portfolio shall be placed with any one institution. •Negotiable Certificate of Deposit - As authorized in Government Code Section 53601 (h), the City may invest 30% of its portfolio in negotiable certificates of deposit

6.7 Attachment 3 - City/EMID Investment Policy

117

9 issued by commercial banks and savings and loan associations with a maturity at issuance of no greater than 5 years. No more than 5% of the market value of the portfolio shall be placed with any one institution.
•Repurchase Agreements - As authorized in Government Code Section 53601(l), this investment is an agreement between the local agency and seller for the purchase of securities on or before a specified date for a specified amount. The City may invest in Repurchase Agreements with banks and dealers with which the City has entered into a master repurchase contract which specifies terms and conditions of Repurchase Agreements and are fully collateralized by delivery to an independent third party custodian. In order to conform with the provisions of the Federal Bankruptcy Code which provides for the liquidation of securities held as collateral for repurchase agreement, the only securities acceptable as collateral shall be eligible negotiable certificates of deposit, eligible banker's acceptances, or securities that are direct obligations of, or that are fully guaranteed as to principal and interest by, the United States or any agency of the United States. There is no legal limitation on the amount of the repurchase agreement. However, the maturity period cannot exceed one year.
•Medium-Term Notes - As authorized in Government Code Section 53601(o), medium-term notes are considered notes issued by corporations organized and operating within the United States or by depository institutions licensed by the United States or any state and operating within the United States. Notes eligible for investment under this subdivision shall be rated in a rating category of "A1” or better by Standard & Poor or by Moody's rating services. Securities must have a maturity of no greater than five years from the date of purchase. No more than 5% percent of the portfolio may be invested in medium-term notes.
•Shares of Beneficial Interest (mutual funds) - As authorized by Government Section Code 53601(k), issues by diversified management companies, otherwise known as mutual funds, and as defined in Section 23701(m) of the Revenue and Taxation Code, are allowable investments. Mutual funds must consist of securities and obligations of the U.S. Government authorized by Section 53601 of the California Government Code. To be eligible for investment, said companies shall either:

1. Attain the highest ranking or the highest letter and numerical rating provided by not less than two of the three largest nationally recognized rating services, or

2. Have an investment adviser registered with the Securities and Exchange Commission with not less than five years' experience investing in the securities and obligations as authorized above, and with assets under management in excess of $500,000,000. The price of shares of beneficial interest (mutual funds) shall not include any commission that these companies may charge at the time of purchase or redemption. No more than 10% of the portfolio may be invested in mutual funds.
•Shares of Beneficial Interest (joint powers authority) – Shares of beneficial interest issued by a joint powers authority organized pursuant to Section 6509.7 that invests

6.7 Attachment 3 - City/EMID Investment Policy

118

10 in the securities and obligations authorized in subdivisions (a) to (q), inclusive.

Each share shall represent an equal proportional interest in the underlying pool of securities owned by the joint powers authority. To be eligible under this section, the joint powers authority issuing the shares shall have retained an investment adviser that meets all of the following criteria:
(1) The adviser is registered or exempt from registration with the Securities and Exchange Commission.
(2) The adviser has not less than five years of experience investing in the securities and obligations authorized in subdivisions (a) to (q), inclusive. (3) The adviser has assets under management in excess of five hundred million dollars ($500,000,000).
•Certificates of Deposit (non-negotiable) - As authorized in Government Code Section 53601, Certificates of Deposit are fixed term deposits with a financial institution with stipulated interest rates. The City shall deposit funds only with financial institutions which operate in California. Such investments are required to be collateralized by financial institutions from 105% to 150% depending on the specific security pledged as collateral. These institutions must be insured by the Federal Deposit Insurance Corporation (FDIC) or other federal government insurance banking systems.

Although financial institutions are required to collateralize such deposits, to guarantee preservation of capital, the City shall limit its investment in certificates of deposit to the maximum insurable deposit guaranteed by the FDIC or other federal insurance guarantor. The Dodd-Frank Wall Street Reform and Consumer Protection Act was signed into law on July 21, 2010, establishing the FDIC-insured amount in effect per depositor of $250,000. The maximum maturity at issuance may not exceed 1 year.

DOWNGRADED BONDS
In the event that the rating of any investment is downgraded to ‘A2’, the City Treasurer will immediately notify the City Manager. If it is downgraded to ‘A3’ rating, the City Manager will provide notice to the City Council of the downgrade and that the bond will be sold if it falls to “Baa” rating or below, regardless of the loss, unless otherwise directed by City Council resolution at the next available City Council meeting.

COLLATERALIZATION
Collateralization will be required on two types of investments: Certificates of Deposit and Repurchase Agreements. Federal and State law governs the collateralization requirements for Certificates of Deposit, which under the terms of this policy shall not be less than 102% of the value of the deposit. With regards to Repurchase Agreements, the collateralization level will be in conformance with the California Government Code, and in no event less than 102% of market value of principal and accrued interest.

6.7 Attachment 3 - City/EMID Investment Policy

119

11 Collateral will always be held by an independent third party with whom the entity has a current custodial agreement. Clearly marked evidence of ownership (safekeeping receipt) must be supplied to the City and retained by the issuing institution at all times.

SAFEKEEPING AND CUSTODY
All security transactions, including collateral for repurchase agreements, entered into by the City shall be conducted on a delivery-versus-payment (DVP) basis. Securities will be held by a third party custodian designated by the City Treasurer and evidenced by safekeeping receipts.

DIVERSIFICATION
The City will diversify its investments by security type and institution in accordance with the table of Authorized and Suitable Investments. However, 100% of the portfolio may consist of U.S. Treasury, U.S. Agency securities and/or the LAIF investment pool.

MAXIMUM MATURITIES
To the extent possible, the City will attempt to match its investments with anticipated cash flow requirements. The City will not invest in securities maturing more than five (5) years from the date of purchase.

INTERNAL CONTROL
The City Treasurer shall establish an annual process of review internally, including assuring that an independent analysis by an external auditor be conducted annually to review and perform procedures testing on the City’s cash and investments.

PERFORMANCE STANDARDS
The investment portfolio will be designed to obtain a market average rate of return during budgetary and economic cycles, taking into account the City's risk constraints and cash flow needs.

The City's investment strategy is to obtain a market average rate of return. The market average rate of return is defined as the average return on one-year U.S. Treasury Notes.

REPORTING
The City Treasurer shall submit investment reports monthly to the City Council which should include a list of the portfolio’s holdings by investment asset class, name of institution, purchase date, maturity date, call date, par value, amount of deposit or cost of security, amortized book value, current market value of securities, coupon and effective yield. In addition, the report will indicate the portfolio’s duration, total weighted average maturity and yield. The report will be signed as mandated in compliance with California Government Code Sections 53607 and 53646.

6.7 Attachment 3 - City/EMID Investment Policy

120

12 INVESTMENT POLICY ADOPTION
The above investment policy is adopted by resolution of the City of Foster City/Estero Municipal Improvement District. The policy is reviewed on an annual basis by the City Treasurer and Administrative Services Director and any modifications made thereto shall be approved by the City Council/District Board.

6.7 Attachment 3 - City/EMID Investment Policy

121

13 GLOSSARY
AGENCIES: Federal agency securities.

ASKED: The price at which securities are offered.

BANKERS' ACCEPTANCE (BA): A draft or bill or exchange accepted by a bank or trust company. The accepting institution guarantees payment of the bill, as well as the insurer.

BID: The price offered for securities.

BOND RATINGS: bond ratings measure quality and safety based on the issuer's financial condition. These rating services evaluate the likelihood that a debt issuer will be able to meet scheduled interest and principal payments.

Moody's vs. Standard & Poors Bond Ratings
Bond Rating
Moody's
Standard
&
Poor's
Grade Risk
Aaa AAA Investment, Highest Quality Lowest Risk
Aa (1-3) AA Investment, Very High Quality Low Risk
A (1-3) A Investment, High Quality Low Risk
Baa BBB Minimum Investment Grade Medium
Risk
Ba BB Junk, Speculative High Risk
B B Junk, Very Speculative Higher Risk
Caa CCC Junk, Default Possible Higher Risk
Ca CC Junk, Default Probable Extreme
Risk
C D Junk, In actual or imminent
default
Highest
Risk
BROKER: A broker brings buyers and sellers together for a commission paid by the initiator of the transaction or by both sides; he does not position. In the money market, brokers are active in markets in which banks buy and sell money and in interdealer markets.

COLLATERAL: Securities, evident of deposit or other property which a borrower pledges to secure repayment of a loan. Also refers to securities pledged by a bank to secure deposits of public monies.

6.7 Attachment 3 - City/EMID Investment Policy

122

14 CERTIFICATE OF DEPOSIT (CD): A time deposit with a specific maturity evidenced by a certificate. Certificate of Deposit may be issued in either negotiable or nonnegotiable form. Nonnegotiable certificates cannot be resold in the secondary market and may face penalties for early redemption whereas a negotiable CD may be resold.

COUPON: (a) The annual rate of interest that a bond's issuer promises to pay the bondholder on the bond's face value. (b) A certificate attached to a bond evidencing interest due on a payment date.

DEALER: A dealer, as opposed to a broker, acts as a principal in all transactions, buying and selling for his own account.

DEBENTURE: A bond secured only by the general credit of the issuer.

DISCOUNT: The difference between the cost price of a security and its value at maturity when quoted at lower than face value. A security selling below original offering price shortly after sale also is considered to be at a discount.

DISCOUNT SECURITIES: Non-interest bearing money market instruments that are issued at a discount and redeemed at maturity for full face value, e.g., U.S. Treasury bills.

DIVERSIFICATION: Dividing investment funds among a variety of securities offering independent return.

DURATION: A measure of the sensitivity of the asset's price to interest rate movements.

It broadly corresponds to the length of time before the asset is due to be repaid.

Example: the duration of a US Treasury Bill which matures in one year is 1.0. If interest rates immediately move 1% after purchase, the value of the investment would also change by 1%.

FEDERAL CREDIT AGENCIES: Agencies of the Federal government set up to supply credit to various classes of institutions and individuals, e.g., S&L's, small business firms, students, farmers, farm cooperatives, and exporters.

FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC): A federal agency that insures bank deposits, currently up to $100,000 per deposit.

FEDERAL FARM CREDIT BUREAU: The Bureau issues a variety of Federal Farm Credit Banks Consolidated System wide Debt Securities (Farm Credit Debt Securities) on behalf of the Farm Credit System Banks with a broad range of maturities and structures.

FEDERAL FUNDS RATE: The rate of interest at which Fed funds are traded. This rate is currently pegged by the Federal Reserve through open-market operations.

FEDERAL HOME LOAN BANKS (FHLB): The institutions that regulate and lend to savings and loan associations. The Federal Home Loan Banks play a role analogous to that played by the Federal Reserve Banks vis-a-vis member commercial banks.

6.7 Attachment 3 - City/EMID Investment Policy

123

15 FEDERAL HOME LOAN MORTGAGE CORPORATION: The FHLMC, or “Freddie Mac”, is a Government-chartered corporation which buys qualified mortgage loans from the financial institutions that originate them, securitizes the loans, and distributes the securities through the dealer community. The securities are not backed by the U.S.

Government, however it does operate under a conservatorship that began on September 6, 2008, and conducts its business under the direction of the Federal Housing Finance Agency (FHFA).

FEDERAL RESERVE SYSTEM: The central bank of the United States created by Congress and consisting of a seven-member Board of Governors in Washington, D.C., 12 Regional Banks and about 5,700 commercial banks that are members of the system.

GOVERNMENT NATIONAL MORTGAGE ASSOCIATION (GNMA or Ginnie Mae):

Securities guaranteed by GNMA and issued by mortgage bankers, commercial banks, savings and loan associations and other institutions. Security holder is protected by full faith and credit of the U.S. Government. Ginnie Mae securities are backed by PHA, VA or FMHM mortgages. The term pass-throughs is often used to describe Ginnie Maes.

LIQUIDITY: A liquid asset is one that can be converted easily and rapidly into cash without a substantial loss of value. In the money market a security is said to be liquid if the spread between bid and asked prices is narrow and reasonable size can be done at those quotes.

LOCAL AGENCY INVESTMENT FUND (LAIF): The aggregate of all funds from political subdivisions that are placed in the custody of the State Treasurer for investment and reinvestment.

MARKET VALUE: The price at which a security is trading and could presumably be purchased or sold.

MATURITY: The date upon which the principal or stated value of an investment becomes due and payable.

MONEY MARKET: The market in which short-term debt instruments (bills, commercial paper, bankers' acceptances, etc.) are issued and traded.

PORTFOLIO: Collection of securities held by an investor.

PRUDENT PERSON RULE: An investment standard. In some states the law requires that a fiduciary, such as a trustee, may invest money only in a list of securities selected by the state - the so-called legal list. In other states the trustee may invest in a security if it is one which would be bought by a prudent person of discretion and intelligence who is seeking a reasonable income and preservation of capital.

PRIMARY DEALER: A group of government securities dealers that submit daily reports of market activity and positions and monthly financial statements to the Federal Reserve Bank of New York and are subject to its informal oversight. Primary dealers include Securities and Exchange Commission (SEC) registered securities broker-dealers, banks, and a few regulated firms.

6.7 Attachment 3 - City/EMID Investment Policy

124

16 RATE OF RETURN: The yield obtainable on a security based on its purchase price or its current market price. This may be the amortized yield to maturity on a bond or the current income return.

REPURCHASE AGREEMENT (Repo): A form of short-term borrowing for dealers in government securities. Technically, it represents the simultaneous sell and repurchase of a security. The dealer sells the combination of securities needed to overcollateralize the investor’s principal investment usually on an overnight basis, and buys them back the following day. For the party selling the security (and agreeing to repurchase it in the future) it is a repo; for the party on the other end of the transaction (buying the security and agreeing to sell in the future), it is a reverse repurchase agreement.

QUALIFIED PUBLIC DEPOSITORIES: A financial institution which does not claim exemption from the payment of any sales or compensating use or ad valorem taxes under the laws of this state, which has segregated for the benefit of the commission eligible collateral having a value of not less than its maximum liability and which has been approved by the Public Deposit Protection Commission to hold public deposits.

SAFEKEEPING: A service to customers rendered by banks for a fee whereby securities and valuables of all types and descriptions are held in the bank's vaults for protection.

SECONDARY MARKET: A market made for the purchase and sale of outstanding issues following the initial distribution.

SECURITIES & EXCHANGE COMMISSION: Agency created by Congress to protect investors in securities transactions by administering securities legislation.

TREASURY BILLS: A non-interest bearing discount security issued by the U.S.

Treasury to finance the national debt. Most bills are issued to mature in three months, six months, or one year.

TREASURY BOND: Long-term U.S. Treasury securities having initial maturities of more than ten years.

TREASURY NOTES: Intermediate term coupon bearing U.S. Treasury securities having initial maturities of from one to ten years.

WEIGHTED AVERAGE MATURITY (WAM) – a measure of the portfolio’s investments with respect to timing of cash flows. Example: If a portfolio had only two securities of equal size, one maturing in 2 years and another in 3 years, the portfolio’s WAM would be 2.5 years. If the 2 year investment was $1 mm and the 3 year investment was $10 mm, the WAM would be 2.9 years.

YIELD: An investment’s annualized return. The simplest version of yield is calculated using the following formula: [yield = coupon amount/price.] When a bond is purchased at par (100% of face value), yield is equal to the interest rate. When the price changes, so does the yield.

BOOK YIELD – The yield to maturity at which the investment was purchased.

6.7 Attachment 3 - City/EMID Investment Policy

125

17 MARKET YIELD – the yield to maturity of the bond at current market price PORTFOLIO’S NET YIELD – The total interest received divided by amount invested, plus any gains and minus any losses taken, annualized.

YIELD TO MATURITY – The internal rate of return earned by an investor who buys the bond today at the market price, assuming that the bond will be held until maturity, and that all coupon and principal payments will be made on schedule. Yield to maturity is actually an estimation of future return, as the rate at which coupon payments can be reinvested when received is unknown.

6.7 Attachment 3 - City/EMID Investment Policy

126

DATE: June 17, 2024

TO: President and Members of the EMID Board of Directors VIA: Stefan Chatwin, District Manager
Marlene Subhashini, Assistant District Manager

FROM: Andrew Brozyna, Public Works Director/District Engineer DEPARTMENT: Public Works
SUBJECT: AWARD OF PROFESSIONAL SERVICES AGREEMENT WITH
ERLER & KALINOWSKI, INC. FOR THE WASTEWATER

TREATMENT PLANT MASTER PLAN IMPROVEMENTS
PROJECT (CIP 455-652)

RECOMMENDATION
It is recommended that the EMID Board of Directors adopt the attached resolution for the award of a professional services agreement to Erler & Kalinowski, Inc. (EKI) in an amount not-to-exceed $200,000, to provide project management services to assist the District in the oversight of the Wastewater Treatment Plant (WWTP) Master Plan Improvements Project (CIP 455-652) (the Clean Water Program) for Fiscal Year 2024/2025; authorize the District Manager to renew the agreement with EKI in an amount to be approved by the EMID Board as part of the annual budget for up to two additional years, upon demonstration of satisfactory performance; and find the project exempt under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines section 15061(b)(3).

EXECUTIVE SUMMARY
The Clean Water Program is a comprehensive Capital Improvement Program (CIP) combining the City of San Mateo’s wastewater collection system CIP with the WWTP Master Plan improvements. In October 2024, the Clean Water Program will be entering its eleventh year. The current estimated total program cost is approximately $1 billion.

The WWTP improvements are estimated at approximately $650 million dollars, of which EMID is responsible for an estimate of $155 million. While the City of Foster City/EMID

6.8 6.8 Staff Report

127

is partner and co-owner of the WWTP with the City of San Mateo, this project has required the Foster City Public Works Department to closely monitor the project’s progress and costs. EKI has been assisting the District since February 2015, to ensure that EMID’s interests are protected and ensure costs are allocated appropriately. The current contract with EKI is expiring on July 31, 2024. Project Management oversight services would be for an additional contract period of one year, effective August 1, 2024, with an option to renew up to two additional years. The contract provides for termination of the agreement without cause at the end of each contract period. Funding for this project is available in the Wastewater Enterprise CIP Fund.

BACKGROUND
On October 20, 2014, the City of San Mateo awarded an agreement to Jacobs for professional engineering services pertaining to the Program Management of San Mateo’s Clean Water Program to provide the expertise and resources to create a team responsible for the management and delivery of the WWTP Master Plan Improvements Project (the Clean Water Program). The Team is responsible to drive the schedule, control budgets, and coordinate the design, construction, and startup activities of the program. The team consists of key staff from the City of San Mateo, Jacobs consultants, and other consultants.

To protect the District’s interests, on February 5, 2015, the District executed an agreement with EKI, in an amount of $29,500, to assist staff in monitoring the Clean Water Program’s progress and cost allocations, and to provide staff augmentation and assistance as requested. In July 2015, the District Board authorized the execution of an agreement with EKI for FY 2015/2016 in an amount of $230,000 to continue to assist staff with program oversight. The contract provided for the option to renew for up to two additional years. In August 2018, the District Board authorized a second agreement with EKI for FY 2018/2019, in the amount of $160,000. The contract was renewed in FY2019/2020 and FY2020/2021. In June 2021, the District Board authorized a third agreement with EKI for FY 2021/2022, in the amount of $200,000. The contract was renewed in FY 2022/2023 and again last fiscal year and will expire on July 31, 2024. To date, staff has been satisfied with EKI’s work, and has negotiated a new contract to secure the firm’s services for another year from August 1, 2024 through July 31, 2025.

ANALYSIS
Implementation of the CIP for the City of San Mateo’s wastewater collection system and the improvements needed at the WWTP have required a tremendous effort in planning, coordination, and program controls for the last several years and will continue over the next year of the project as it comes to an end. The complexity of the work requires a high level of technical knowledge for the planning, design, construction, and start-up of the new systems. Multiple design and construction contracts are in progress simultaneously and in different stages, while the existing treatment plant remains in operation.

Pursuant to the City of Foster City’s Purchasing Policy (which is adopted by EMID per Section 4.48.010) and Purchasing Ordinance found in Chapter 3.04 of the Foster City

6.8 6.8 Staff Report

128

Municipal Code (FCMC), professional service contracts generally require a formal bid process as provided in FCMC section 3.04.140(B)(2). However, in this case, FCMC section 3.04.110 allows for purchasing alternatives in which the formal bid process is foregone if the commodities can only be obtained from one vendor. EKI has provided project support for the WWTP for almost ten years. It would be beneficial to continue to utilize the services of EKI to maintain continuity as the firm is familiar with the complexity of the WWTP projects and program history and construction of the main project is nearly complete. Staff has been satisfied with EKI’s performance over the last nine and a half years. EKI would continue to provide staff augmentation to assist EMID staff with representing the District’s interests related to the Clean Water Program and ensuring the District is paying its fair share of the Program costs. EKI would report to EMID Public Works staff and provide technical analysis of proposed projects as-needed, as outlined in the attached agreement. The agreement would be for one-year, effective August 21, 2024 through July 31, 2025 with the option to renew up to two additional years.

CEQA
This action is not a project subject to CEQA as it will not have a direct or reasonably foreseeable impact on the environment. Even if it were determined to be a project under CEQA, it would be exempt under CEQA Guidelines section 15061(b)(3).

FISCAL IMPACT
Funding has been included in the FY2024/2025 CIP Wastewater Enterprise CIP Fund, Account #455-0910-652-4251, budget for program management assistance associated with the WWTP Master Plan Improvements Project. Based on the program schedule, funding will continue to be recommended at each budget cycle to support the project in subsequent years.

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

Attachment 1 – Resolution
Attachment 2 – Agreement

6.8 6.8 Staff Report

129

RESOLUTION NO. __________

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ESTERO MUNICI PAL

IMPROVEMENT DISTRICT AWARDING AN AGREEMENT TO ERLER &
KALINOWSKI, INC. , IN AN AMOUNT NOT -TO-EXCEED $200,000, TO PROVIDE

PROJECT MANAGEMENT ASSISTANCE FOR THE W ASTEWATER TREATMENT PLANT MASTER PLAN IMPROVEMENTS PROJECT (CIP 455-652) (CLEAN WATER PROGRAM) CEQA STATUS: PROJECT EXEMPT UNDER THE CALIFORNIA

ENVIRONMENTAL QUALITY ACT PURSUANT TO CEQA GUIDELINES SECTION 15061(b)(3)

ESTERO MUNICIPAL IMPROVEMENT DISTRICT

WHEREAS, the Clean Water Program is a comprehensive Capital Improvement Program (CIP) combining San Mateo’s wastewater collection system CIP with the Wastewater Treatment Plant (WWTP) Master Plan Improvements Project; and

WHEREAS, this action is not a project subject to the California Environmental Quality Act (CEQA) as it will not have a direct or reasonably foreseeable impact on the environment; and

WHEREAS, the current estimated total program cost is approximately $ 1 billion , and the WWTP improvements portion is estimated at $ 650 million, of which the Estero Municipal Improvement District ( EMID) is responsible for an estimate of $155 million; and

WHEREAS, Jacobs was hired by the City of San Mateo to provide the expertise to manage the delivery of the combined CIP – the Clean Water Program; and

WHEREAS, the firm of Erler & KaIinowski, Inc. has been provid ing project management services to assist District staff in the management and oversight of the Clean Water Program on behalf of Foster City/EMID for the past nine (9) plus years; and

WHEREAS, funding is available in the Wastewater Enterprise CIP Fund to fund the WWTP Program Management Support services.

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

1. Award a professional services agreement to Erler & Kalinowski, Inc. , in an amount not -to-exceed $ 200,000, to provide project management support assistance for the Wastewater Treatment Plant Master Plan Improvement s Project (CIP 455-652) (Clean Water Program) for Fiscal Year 2024/2025; and

6.8 Attachment 1 - Resolution

130

2. Authorize the District Manager to renew the agreement with E rler & KaIinowski, Inc. in an amount to be approved by the EMID B oard as part of the annual budget for up to two (2) additional years upon demonstration of satisfactory performance.

3. Find the project exempt under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines section 15061(b)(3).

PASSED AND ADOPTED as a resolution of the Board of Directors of the Estero Municipal Improvement District at the regular meeting held on the 17th day of June, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

PATRICK SULLIVAN, PRESIDENT

ATTEST:

PRISCILLA SCHAUS, DISTRICT SECRETARY

6.8 Attachment 1 - Resolution

131

[WWTP Master Plan Improvements Project] 1

PROFESSIONAL SERVICES AGREEMENT
FOR

ASSISTANCE WITH PROJECT MANAGEMENT SERVICES FOR THE OVERSIGHT

OF THE WASTEWATER TREATMENT PLANT MASTER PLAN IMPROVEMENTS PROJECT (CIP 455-652) (CLEAN WATER PROGRAM)
This Agreement is made and entered into as of the 17th day of June, 2024 by and between the Estero Municipal Improvement District hereinafter called "DISTRICT" and Erler & Kalinowski, Inc. hereinafter called "CONSULTANT".

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

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

TERMS AND CONDITIONS

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 on July 31, 2025, unless extended by both parties as set forth in Exhibit A. (b) Notwithstanding the provisions of (a) above, DISTRICT may with or without cause, direct CONSULTANT to suspend, delay or interrupt Services, in whole or in part, for such periods of time as DISTRICT may determine in its sole discretion. (c) DISTRICT may terminate performance of the Services under this Agreement in whole, or from time to time in part, for default, should

6.8 Attachment 2 - Agreement

132

[WWTP Master Plan Improvements Project] 2 CONSULTANT commit a material breach of this Agreement, or part thereof, and not cure such breach within ten (10) calendar days of the date of DISTRICT’s written notice to CONSULTANT demanding such cure, in which case CONSULTANT shall be liable to DISTRICT for all loss, cost, expense, damage and liability resulting from such breach and termination. (d) DISTRICT may terminate performance of the Services under this Agreement in whole, or from time to time in part, for convenience, whenever DISTRICT determines that such termination is in DISTRICT’s best interests, in which case CONSULTANT shall be entitled to recover its costs expended up to the termination date plus reasonable profit thereon to the termination date as this Agreement would otherwise provide, but may recover no other cost, damage or expense.

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

3. Compensation; Expenses; Payment. DISTRICT shall compensate CONSULTANT for all services performed by CONSULTANT hereunder in an amount based upon CONSULTANT’s hourly rates during the time of the performance of said services. A copy of CONSULTANT’s hourly rates for which services hereunder shall be performed are set forth in CONSULTANT’s fee schedule marked Exhibit “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 two hundred thousand dollars ($200,000). Invoices for amounts in excess of two hundred thousand dollars ($200,000) 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 DISTRICT’s Manager (for contracts less than $50,000) or DISTRICT Board (for contracts $50,000 or more) evidenced by motion duly made and carried and a written contract amendment having been executed.

Compensation and reimbursement of costs and expenses hereunder shall be payable upon monthly billing therefor by CONSULTANT to DISTRICT, which billing shall include an itemized statement, briefly describing by task and labor category or cost/expense items billed. Final payment will be made when all Services required under this Agreement have been completed to the reasonable satisfaction of DISTRICT including, without limitation, CONSULTANT's transmittal of all deliverables to DISTRICT required by EXHIBIT A.

DISTRICT shall not incur any charges under this Agreement, nor shall any payments become due to CONSULTANT for any payment period on the

6.8 Attachment 2 - Agreement

133

[WWTP Master Plan Improvements Project] 3 Project, until DISTRICT receives all deliverables required under Exhibit A, SCOPE OF WORK AND SCHEDULE, for the payment period (if any) and reasonably accepts such deliverables as meeting the requirements of this Agreement. In cases where CONSULTANT has partially completed one or more deliverables due during a payment period, and if CONSULTANT demonstrates diligent progress thereon, then DISTRICT may make a partial progress payment based upon percentage completion of the partially completed deliverables and diligent progress but taking into account any adverse impacts upon DISTRICT. DISTRICT 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 DISTRICT 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 DISTRICT’s Manager (for contracts less than $50,000) or DISTRICT Board (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 DISTRICT for review and copying during regular business hours at CONSULTANT’s place of business or as otherwise agreed upon by the parties.

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

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

CONSULTANT represents that it has reviewed Exhibit A and that in its professional judgment the Services to be performed under this Agreement

6.8 Attachment 2 - Agreement

134

[WWTP Master Plan Improvements Project] 4 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.

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

9. Relationship of Parties. CONSULTANT is an independent Contractor and does not act as District’s agent in any capacity, whatsoever.

CONSULTANT is not entitled to any benefits that DISTRICT provides to DISTRICT employees, including, without limitation, worker’s compensation benefits or payments, pension benefits, health benefits or insurance benefits. Terms within this Agreement regarding direction apply to and concern the result of the 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 DISTRICT’s responsibility.

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

6.8 Attachment 2 - Agreement

135

[WWTP Master Plan Improvements Project] 5 CONSULTANT acknowledges the importance to DISTRICT of
DISTRICT’s Project schedule and agrees to put forth its best professional efforts to perform its services under this Agreement in a manner consistent with that schedule.

11. Indemnity. To the fullest extent allowed by law, CONSULTANT hereby agrees to defend, indemnify, and save harmless DISTRICT 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, Estero Municipal Improvement District, its board, commissions, officers, employees, directors, volunteers or agents that arise out of, pertain to, or relate to any negligence, recklessness, or willful misconduct of CONSULTANT, any Subconsultant, anyone directly or indirectly employed or retained by them, or anyone that they control. 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.

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 Estero Municipal Improvement District, its board, 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.

If CONSULTANT is a “design professional,” as defined in California Civil Code Section 2782.8(c), CONSULTANT shall indemnify, defend, and hold the Indemnitees harmless against Liability only to the extent such Liability arises out of, pertains to, or relates to CONSULTANT’s negligence, recklessness, or willful misconduct. In such an event, the cost to defend

6.8 Attachment 2 - Agreement

136

[WWTP Master Plan Improvements Project] 6 charged to CONSULTANT shall not exceed CONSULTANT’s
proportionate percentage of fault.

12. Insurance. Prior to execution of this Agreement, CONSULTANT shall furnish to DISTRICT 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, DISTRICT may (but is not obligated to) purchase such insurance and deduct or retain premium amounts from any sums due CONSULTANT under this Agreement (or CONSULTANT shall promptly reimburse DISTRICT for such expense).

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

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

14. NON-DISCRIMINATION. The CONSULTANT will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. The CONSULTANT will take affirmative action to ensure that applicants are employed and the employees are treated during employment without regard to their race, color, religion, sex or national origin. Such action shall include, but not be limited to the following: employment, advancement, demotion, transfer, recruitment, or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT shall at all times be in compliance with the requirements of the Federal Americans With Disabilities Act (Public Law 101-336) which prohibits discrimination on the basis of disability by public entities. The CONSULTANT agrees to post in conspicuous places available to

6.8 Attachment 2 - Agreement

137

[WWTP Master Plan Improvements Project] 7 employees and applicants for employment any notices provided by the DISTRICT setting forth the provisions of this non-discrimination clause.

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

DISTRICT: Estero Municipal Improvement District
610 Foster City Boulevard
Foster City, CA 94404-2299
Attention: Andrew Brozyna, Public Works Director
CONSULTANT: Erler & Kalinowski, Inc.
2001 Junipero Serra Boulevard, Suite 300
Daly City, CA 94014
Attention: David Umezaki, Project Manager
[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 deemed to have been executed in the County of San Mateo, California. The formation, interpretation and performance of this Agreement shall be governed by the laws of the State of California, excluding its conflict of laws rules. Any suit or action initiated by either party shall be brought in the County of San Mateo, California unless the parties agree otherwise in a written amendment to this Agreement. In the event of litigation between the parties hereto to enforce any provision of the Agreement, the unsuccessful party will pay the reasonable attorney’s fees and expenses of litigation of the successful party.

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

6.8 Attachment 2 - Agreement

138

[WWTP Master Plan Improvements Project] 8 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 DISTRICT that
CONSULTANT has disclosed any potential conflict of interest, and will have no future conflict of interest, in providing DISTRICT 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 DISTRICT. Except as provided in Exhibit A, Services to be Provided by CONSULTANT and Exhibit C, Insurance, DISTRICT's obligations under this Agreement shall be limited to the payment of the compensation provided for in Paragraphs 1, 3, and 4 of this Agreement, Notwithstanding any other provision of this Agreement, in no event shall DISTRICT be liable, regardless of whether any claim is based on contract, tort or otherwise, for any special, consequential, indirect or incidental damages, lost profits or revenue, arising out of or in connection with this Agreement, the Services, or the Project.

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

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

6.8 Attachment 2 - Agreement

139

[WWTP Master Plan Improvements Project] 9

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.

Force Majeure events include the following:

Any Force Majeure event with a duration in excess of 30 days entitles either party to terminate this Agreement with written notice to the other party, without further penalty or compensation.

25. Entire Agreement. This Agreement, including Exhibits A, B, C, and D comprises the entire Agreement.

6.8 Attachment 2 - Agreement

140

[WWTP Master Plan Improvements Project] 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.

ESTERO MUNICIPAL IMPROVEMENT DISTRICT
Dated: _________________________________ Patrick Sullivan, President
ATTEST:

Dated: ________________________________ Priscilla Schaus, District Secretary

APPROVED AS TO FORM
Dated:

Benjamin Stock, District Legal Counsel

CONSULTANT
Dated:

David Umezaki, Principal Engineer

6.8 Attachment 2 - Agreement

141

[WWTP Master Plan Improvements Project] 11

EXHIBIT A

SERVICES TO BE PROVIDED AND SCHEDULE
FOR

ASSISTANCE WITH PROJECT MANAGEMENT SERVICES FOR THE OVERSIGHT

OF THE WASTEWATER TREATMENT PLANT MASTER PLAN IMPROVEMENTS PROJECT (CIP 455-652) (CLEAN WATER PROGRAM)
The Clean Water Program is a comprehensive plan to upgrade the aging wastewater collection and treatment system with advanced infrastructure that will provide reliable services for years to come. The Wastewater Treatment Plant components (“WWTP CIP”) of the Clean Water Program are a joint effort between the City of San Mateo and City of Foster City/Estero Municipal Improvement District (EMID). The City of Foster City is a partial owner of the Wastewater Treatment Plant.

EKI Environment & Water, Inc. (“EKI”) has been assisting Foster City/Estero Municipal Improvement District (“EMID”) with its role in the management of the program since July 2015. EKI’s role has included, as requested by the EMID, attendance at meetings and workshops and review of various reports prepared by the Program Manager and the Program’s design teams.

Given the complexity of the Program, the EMID has requested that EKI continue to assist EMID in the review and management of the WWTP CIP of the Clean Water Program to help assure that EMID is paying the appropriate share of the CIP outlays and that resources are being allocated in an appropriate and supportable manner including but not limited to the tasks described below.

Task 1 - Provide As-Needed Services
On an as-requested basis, EKI will provide consulting services, which may include the following:
• Review of WWTP CIP for which the EMID is expected to contribute payment, including estimated costs and the projected implementation schedule. • Validate WWTP CIP projects identified are appropriately allocated to EMID. • Review WWTP CIP implementation schedule and cost. Provide advice on a realistic funding schedule to be used in the utility rate study. • Monitor progress of the WWTP CIP projects as they develop and change over time. Keep EMID informed of the changes.
• Participate in the consultant selection processes by reviewing Request for Proposals and attending consultant interviews, as individual WWTP CIP

6.8 Attachment 2 - Agreement

142

[WWTP Master Plan Improvements Project] 12 projects come online.
• Validate studies and reports associated with the Clean Water Program and Recycled Water feasibility studies. Provide summary findings and recommendations.
• Review monthly and quarterly billings for inconsistencies. Assist EMID with payment approval.
• Attend meetings and participate in conference calls with the Clean Water Program Management team. Prepare and distribute meeting minutes to EMID. • Prepare quarterly progress reports and associated material. Present reports at EMID Board meetings.
• Prepare public outreach material specific to EMID's portion of the WWTP CIP.

Ensure information being shared is consistent with the message shared by the City of San Mateo to its residents. Attend community meetings and present information as part of the public outreach effort.

SCHEDULE
EKI will perform its work based on mutually agreeable schedules.

DURATION
Initial contract period shall be from August 1, 2024 to July 31, 2025 for a twelve (12) month period.

The contract may be renewed subsequently in one-year (12 month) increments as follows:
• The second contract period will be from August 1, 2025 to July 31, 2026. • The third contract period will be from August 1, 2026 to July 31, 2027.

Renewal shall be by mutual consent of Consultant and City Manager. The amount of the contract shall be negotiated at the end of each contract period. Either the Consultant or the City Manager may notify of either party's intention to extend the contract at least 60 calendar days prior to the expiration date of the contract. Any extension of the contract period and amount of compensation negotiated for the extension shall be in a written form signed by both parties.

END OF EXHIBIT A

6.8 Attachment 2 - Agreement

143

[WWTP Master Plan Improvements Project] 13

EXHIBIT B

FEE SCHEDULE
Inasmuch as the exact level of effort to complete the proposed Scope of Services cannot be identified at this time, compensation for Consultant's Services shall be on a time-and-expense reimbursement basis, in accordance with the attached Schedule of Charges identified as Exhibit B-1 attached hereto and hereinafter incorporated by reference, but in no case shall exceed the amount of $200,000 for the period of August 1, 2024 to July 31, 2025.

6.8 Attachment 2 - Agreement

144

[WWTP Master Plan Improvements Project] 14

6.8 Attachment 2 - Agreement

145

[WWTP Master Plan Improvements Project] 15

EXHIBIT C

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

This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated Date of Agreement, by and between Consultant Name, hereinafter referred to as "Consultant”, and Estero Municipal Improvement District, hereinafter referred to as "District", providing for professional services.

1.Consultant's Duty to Show Proof of Insurance. Consultant, in order to protect District and its Council members, officials, agents, officers, and employees against all claims and liability for death, injury, loss and damage as a result of Consultant's acts, errors, or omissions in connection with the performance of Consultant's obligations, as required in this Agreement, shall secure and maintain insurance as described below. Consultant shall not perform any work under this Agreement until Consultant has obtained all insurance required under this section and the required certificates of insurance and all required endorsements have been filed with the District's authorized insurance representative, insurance Tracking Services Inc. (ITS). Receipt of evidence of insurance that does not comply with all applicable insurance requirements shall not constitute a waiver of the insurance requirements set forth herein. The required documents must be signed by the authorized representative of the insurance company shown on the certificate. Upon request, Consultant shall supply proof that such person is an authorized representative thereof, and is authorized to bind the named underwriter(s) and their company to the coverage, limits and termination provisions shown thereon, Consultant shall promptly deliver to ITS a certificate of insurance, and all required endorsements, with respect to each renewal policy, as necessary to demonstrate the maintenance of the required insurance coverage for the term specified herein. Such certificates and endorsements shall be delivered to ITS prior to the expiration date of any policy and bear a notation evidencing payment of the premium thereof if so requested.

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

1.1 Insurance Requirements
☒ Commercial General Liability Insurance
Commercial General Liability Insurance including, but not limited to, Contractual Liability Insurance (specifically concerning the indemnity provisions of this Agreement with the District ), Products-Completed Operations Hazard, liability for slander, false arrest and invasion of privacy arising out of professional services rendered hereunder, Personal Injury (including bodily injury and death), and Property Damage for liability arising out of Consultant's performance of services under this Agreement. The Commercial General Liability insurance shall contain no exclusions or limitation for independent contractors working on the behalf of the named insured. Consultant shall maintain the Products-Completed Operations Hazard coverage for the longest period allowed by law following termination of this Agreement. The amount of said insurance coverage required by this Agreement shall be the policy limits, which shall be at least two million dollars ($2,000,000) each occurrence and five million dollars ($4,000,000) aggregate.
*Please note, the District will require a separate additional insured endorsement for the Commercial General Liability policy, listing the “Estero Municipal Improvement District, its Council members, officials, agents, officers, and employees”. ☒ Business Automobile Liability Insurance

6.8 Attachment 2 - Agreement

146

[WWTP Master Plan Improvements Project] 16 Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering any vehicle and/or all owned, leased, hired and non- owned vehicles used in the performance of Services pursuant to this Agreement with coverage equal to the policy limits, which shall be at least two million dollars ($2,000,000) each occurrence.
☒ Workers' Compensation Insurance
Consultant shall submit written proof that Consultant is insured against liability for workers' compensation in accordance with the provisions of section 3700 of the California Labor Code.

Consultant shall require any Subconsultants to provide workers' compensation for all of the Subconsultants' employees, unless the Subconsultants' employees are covered by the insurance afforded by Consultant. If any class of employees engaged in work or services performed under this Agreement is not covered by California Labor Code section 3700, Consultant shall provide and/or require each Subconsultant to provide adequate insurance for the coverage of employees not otherwise covered. Consultant shall also maintain employer's liability insurance with limits of one million dollars ($1,000,000) for bodily injury or disease. ☒ Professional Liability Insurance
Professional Liability (Errors and Omissions) Insurance, for liability arising out of, or in connection with, all negligent acts, errors or omissions in connection with services to be provided under this Agreement, with no exclusion for claims of one insured against another insured, with coverage equal to the policy limits, which shall not be less than five million dollars ($5,000,000) per occurrence and five million dollars ($5,000,000) aggregate. ☒ Installation Floater
Installation Floater, covering the work performed under this Contract, against all risks of direct physical loss. The policy shall cover the Contractor’s labor, materials and equipment, including materials and equipment in transit or away from the project site, to be installed in the existing structure(s). The coverage shall be written for an amount equal to the initial contract amount plus the value of any subsequent change orders, subject to a deductible of not more than $10,000 payable by Contractor.
☒ Cyber Liability Insurance
Cyber Liability Insurance, covering network risk and cyber liability (including coverage for unauthorized access, failure of security, breach of privacy perils, as well at notification costs and regulatory defense) in an amount of not less than one million dollars ($1,000,000). Such insurance shall be maintained in force at all times during the term of the Contract and for a period of two years thereafter for services completed during the term of the Contract.

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 District and must be approved by the District Risk Manager.

1.3 Claims-Made Basis Coverage
If any of the insurance coverages required under this Agreement is written on a claims-made basis, Consultant, at Consultant's option, shall either (i) maintain said coverage for at least five (5) years following the termination of this Agreement with coverage extending back to the effective date of this Agreement; (ii) purchase an extended reporting period of not less than five (5) years following the termination of this Agreement; or (iii) acquire a full prior acts provision on any renewal or replacement policy.

6.8 Attachment 2 - Agreement

147

[WWTP Master Plan Improvements Project] 17

2.District as Additional Insured
On Consultant's Commercial General Liability and Automobile policies, the Estero Municipal Improvement District, its Council members, officers, directors, agents, employees, and volunteers, shall be named as additional insured's, but only with respect to liability arising out of the activities of the named insured. Any endorsement shall be provided using one of the following three options: (i) on ISO form CG 20 10 1 1 85; or (ii) on ISO form CG 20 37 10 01 plus either ISO form CG 20 10 10 01 or CG 20 33 10 01; or (iii) on such other forms which provide coverage at least equal to or better than form CG 20 10 1 1 85.

3.Insurance terms and conditions:

3.1 Cancellation of Insurance
The above stated insurance coverages required to be maintained by Consultant shall be maintained until the completion of all of Consultant's obligations under this Agreement except as otherwise indicated herein. Each insurance policy supplied by Consultant shall not be suspended, voided, cancelled or reduced in coverage or in limits except after ten (10) days written notice by Consultant in the case of non-payment of premiums, or thirty (30) days written notice in all other cases. This notice requirement does not waive the insurance requirements stated herein. Consultant shall immediately obtain replacement coverage for any insurance policy that is terminated, canceled, non-renewed, or whose policy limits have been exhausted or upon insolvency of the insurer that issued the policy.

3.2 All insurance shall be issued by a company or companies admitted to do business in California and listed in the current "Best's Key Rating Guide" publication with a minimum rating of A-; VII Any exception to these requirements must be approved by the District Risk Manager.

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

3.4 For any claims related to the Agreement, the Consultant’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the District , its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the District, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.

3.5 Insurance coverages in the minimum amounts set forth herein shall not be construed to relieve Consultant for any liability, whether within, outside, or in excess of such coverage, and regardless of solvency or insolvency of the insurer that issues the coverage; nor shall it preclude the District from taking such other actions as are available to it under any other provision of this Agreement or otherwise in law.

3.6 Failure by Consultant to maintain all such insurance in effect at all times required by this Agreement shall be a material breach of this Agreement by Consultant. District, at its sole option, may terminate this Agreement and obtain damages from Consultant resulting from said breach.

Alternatively, District may purchase such required insurance coverage, and without further notice to Consultant, District shall deduct from sums due to Consultant any premiums and associated costs advanced or paid by District for such insurance. If the balance of monies obligated to Consultant pursuant to this Agreement are insufficient to reimburse District for the premiums and any associated costs, Consultant agrees to reimburse District for the premiums and pay for all costs associated with the purchase of said insurance. Any failure by District to take this alternative action shall not relieve Consultant of its obligation to obtain and maintain the insurance coverages required by this Agreement.

6.8 Attachment 2 - Agreement

148

[WWTP Master Plan Improvements Project] 18

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

ATTACHED

1. Insurance Coverage Form

6.8 Attachment 2 - Agreement

149

[WWTP Master Plan Improvements Project] 19

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: 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: [Cyber Liability, Installation Floater, etc.]
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.

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

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

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

ADDRESS:

6.8 Attachment 2 - Agreement

150

[WWTP Master Plan Improvements Project] 20 TELEPHONE: ( ) DATE ISSUED:

6.8 Attachment 2 - Agreement

151

[WWTP Master Plan Improvements Project] 21 COVID-19 AMENDMENT/ATTACHMENT
(Consulting Agreement Form)
This COVID-19 Amendment/Attachment amends the Agreement between the Estero Municipal Improvement District (“District”) and Erler & Kalinowski, Inc. (EKI) (“Consultant”) dated June 17, 2024.

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

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.

6.8 Attachment 2 - Agreement

152

[WWTP Master Plan Improvements Project] 22 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. District Directed Suspension. The District may suspend Services due to COVID-19 health concerns, even though the Consultant may be allowed to proceed with the Services based on COVID-19 Proclamations. The District may suspend the Services for its convenience. The Consultant is entitled to a time extension for a District Directed Suspension, and the contract amount will be equitably adjusted if and to the extent Consultant incurs increased costs that are Unknown COVID-19 Costs.

6. Compensation for COVID-19 Costs. District will reimburse the Consultant for Unknown COVID-19 Costs that are not included in the schedule of values.

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

9. Conflicts. In the event of an inconsistency between this COVID-19 Amendment and the Agreement, this Addendum shall control.

IN WITNESS WHEREOF, the District and Consultant have executed this Covid-19 Amendment as of the date set forth above.

CONSULTANT: DISTRICT:
________________________ ____________________________
Signature Signature
________________________ ______________________________ Print Name & Title Print Name & Title

6.8 Attachment 2 - Agreement

153

6 8
7 DATE: June 17, 2024

TO: Mayor and Members of the City Council
FROM: Stefan Chatwin, City Manager
Marlene Subhashini, Assistant City Manager
Derek Schweigart, Parks and Recreation Director
DEPARTMENT: City Manager
Parks and Recreation
SUBJECT: FEASIBILITY OF A BOND MEASURE FOR THE NOVEMBER 5, 2024 GENERAL ELECTION TO FUND THE RECREATION
CENTER REBUILD PROJECT (CIP 301-678)

RECOMMENDATION
It is recommended that the City Council, by Minute Order, receive and accept the report on the background of the Recreation Center Rebuild Project (“Project”) funding decisions and other policy considerations, including the feasibility of a bond measure for the November 5, 2024 General Election, to fund the Project (CIP 301-678) and provide policy direction on next steps.

EXECUTIVE SUMMARY
On June 3, 2024, staff requested Council approval of plans and specifications for the Recreation Center Rebuild Project (“Project”) CIP 301-678. On the same meeting date, the City Council also reviewed the FY 2024-2025 Preliminary Budget. The budget forecasts structural deficits for the entirety of the 5-year financial plan with the General Fund reserve levels dropping to less than 50% (36.3% in FY 27-28 and 21.3% in FY 28- 29).

At the meeting, public comments were received regarding the funding of the new Recreation Center in light of the growing structural deficit and other critical aging infrastructure needs. While the entire Council expressed concerns about the City’s financial outlook and the need to have a holistic discussion on this topic, some members of the Council expressed an interest in revisiting the funding/timing of the new

7.1 7.1 Staff Report

154

6 8
7 Recreation Center. At the conclusion of that discussion, the City Council approved plans and specifications and authorized the Call for Bids for the Project and directed staff to explore potentially placing a bond measure on the November 5, 2024 Ballot to locally fund the Project.

BACKGROUND
Discussions related to the future of the current Recreation Center began in 2016. Given the age of the Recreation Center and infrastructure improvements needed, at the time it was estimated that up to $3 million would be required to meet current structural, seismic, and programmatic needs. The City Council considered whether to invest this funding in the existing facility or to create a new, enhanced recreational facility. The Council commissioned an extensive outreach effort in support of preparation of a Recreation Center Master Plan (RCMP). The timeline below presents a series of Council meetings (only) since 2016 that were key decision points leading up to the current status of the Project.

Recreation Center Rebuild Project Timeline -
•January 25, 2016 – City Infrastructure, including Recreation Center Facilities needs, was identified as a City Council priority.
•March 28, 2016 – Council considered a report on the Recreation Center’s structural integrity, ongoing maintenance, and relevance to emerging City demographics and trends in recreation facility use.
•May 9, 2016 – Council approved a $200,000 budget placeholder for a RCMP Study.
•July 18, 2016 – Council approved a process for a comprehensive outreach effort to help frame and engage the RCMP public input process. •October 17, 2016 – Council approved the outreach plan for the RCMP. •November 14, 2016 – Council discussed priorities and next steps for the RCMP. •February 21, 2017 – Council considered the Phase I Community Input findings and directed staff to hold a Study Session regarding discussion of the Recreation Center and proceed with the next phase of aligning the Recreation Center with the evolving needs of the community. Staff was further directed to proceed to develop the following deliverables:

1. Prepare a detailed community needs assessment

2. Identify possible partnerships;

3. Identify site location alternatives; and

4. Identify financing alternatives
•March 27, 2017 – the Council/EMID Board received a report from the City’s Municipal Financial Advisors on financing alternatives for the $119.6 million Wastewater Treatment Plan (WWTP), $75 million Levee Project, and the $30 million RCMP Projects (collectively referred to as the ‘Big 3’ projects).

7.1 7.1 Staff Report

155

6 8
7 •April 3, 2017 – Council directed staff to continue to make emergency repairs and minimal routine maintenance to the Recreation Center roof pending any future discussion of the RCMP.
•May 8, 2017 – Council received a report on the FY 2017-2018 Budget Impacts related to the RCMP.
•October 23, 2017 – Council received a presentation and directed staff to continue working with the RCMP Subcommittee to draft a CIP Project description in the amount of $300,000 for conceptual design plans for the RCMP (Minute Order No. 1519).
•December 18, 2017 – Council approved a new Capital Improvement Project (CIP) appropriating $300,000 from the General Fund (GF) reserves to the City CIP Fund in FY 17-18 for the RCMP and authorized staff to issue a Request for Proposals (RFP) for conceptual design services.
•January 8, 2018 – RFP issued for Conceptual Design Services. •April 16, 2018 – Council authorized an agreement with Burks Toma Architects in an amount not-to-exceed $296,927 for Conceptual Design Services. •September 17, 2018 – Council received a report and confirmed that the RCMP Conceptual Design Project predesign data and information is sufficient to commence the development of the RCMP Conceptual Designs. •October 29, 2018 – Council reviewed the preferred conceptual design alternatives for the RCMP.
•January 22, 2019 – Council accepted the Final RCMP conceptual design plan report from Burks Toma Architects, accepted the preferred building program, park program, and site location as presented in “Concept 3;” and directed staff to include funding for architectural design in the amount of $7,000,000-$10,000,000 in the FY 2019-2020 CIP Preliminary Budget (Minute Order No. 1585). •April 29, 2019 – Council provided policy direction on the preferred option for the rehabilitation or replacement of the Recreation Center that will provide for a facility that will adequately meet the needs of the community. •August 5, 2019 – Council approved an amendment to the agreement with Burks Toma Architects to expand the scope of work to include the development of a RCMP Phase 3 build to budget study.
•August 5, 2019 – Council considered funding options for the RCMP Project (further discussed below). The item was tabled to a future meeting. •June 7, 2021 – Council received a status update on the RCMP and directed staff to continue to patch the Recreation Center roof leaks as needed. •August 2, 2021 – Council received and accepted a report on the Parks System Improvement and Recreation Center Replacement Plan and directed staff to incorporate comprehensive outreach to all types of users; consider public-private partnership opportunities; and consider utilization of school board bond measure funds (Minute Order No. 1796).
•January 31, 2022 – Council directed staff to proceed with the “build-to-budget” option for the Recreation Center Replacement Project in an amount not-to- exceed $55 million and to proceed with utilizing $36 million funding from CAAR Fund 326 and $19 million from General Fund 001 Reserves.

7.1 7.1 Staff Report

156

6 8
7 •March 7, 2022 – Council directed staff to proceed with the RFP process for design services, construction management services, construction inspection services, and materials testing, including the request for additional staffing to support the project among other needs within the Public Works Department (Minute Order No. 1843).
•March 21, 2022 – Council authorized transfer of the respective funds to City CIP 301 for the Recreation Center Replacement Project (CIP 301-678) for a total of $55.3 million, including the previously appropriated $300,000 for this project (Reso No. 2022-26).
•August 1, 2022 – Council authorized an RFP for Professional Design, Bidding, and Construction Support Services (Reso No. 2022-95).
•November 21, 2022 – Council awarded the professional design, bidding, and construction support services to Group 4 Architecture, Research + Planning, Inc. (“Group 4"). The project is currently in the program confirmation/schematic design phase. Group 4’s scope of work will continue through the construction of the project, which is anticipated to be completed in 2026. •December 5, 2022 – Council authorized an RFP for Construction Management and Support Services (Reso No. 2022-133).
•December 19, 2022 – Council authorized the City Manager to execute a grant letter agreement with Gilead Sciences Foundation, Inc. and receive grant funding in the amount of $500,000 (Reso No. 2022-143).
•March 20, 2023 – Council authorized an agreement with Griffin Structures for Construction Management and Support Services in the amount of $1,890,000 (Reso No. 2023-28).
•April 17, 2023 – Council directed staff to include the development of the Waterfront Masterplan as part of the schematic design phase of the project. •April 17, 2023 – Council authorized a contract amendment in the amount of $74,250 with Group 4 Architecture for Boardwalk Master Planning Services (Reso No. 2023-35).
•May 15, 2023 – Council confirmed the recommendation of the Project Task Force, the Planning Commission, and the Parks and Recreation Committee to proceed with developing Site Option 1, which extends the existing parking lot to the north, and the Gullwing Two-Story building design option (the budget was approximately 5% over the budgeted $42 million for construction and almost 12% for escalation to the midpoint of construction).
•September 18, 2023 – Group 4 presented to the City Council a full schematic design presentation, which included an estimate of probable construction costs and a list of bid alternatives with cost information.
•November 6, 2023 – Council approved the Temporary Facilities and Transition Plan for the Project with a project budget estimate of $65,943,000. •January 16, 2024 – Council received an update on the Project budget and provided policy direction on preferred funding options to address the Project budget shortfall of approximately $10.5 million.
•February 20, 2024 – Council approved and authorized staff to issue the Request for Contractor Qualifications (Reso No. 2024-12).

7.1 7.1 Staff Report

157

6 8
7 •February 20, 2024 – Council approved plans and specifications and authorized a call for bids for modular buildings (Reso No. 2024-7). •May 20, 2024 – Council authorized the award of a Construction Contract to McGrath RentCorp DBA Mobile Modular Management Corporation (Reso No. 2024-43).
•June 3, 2024 – Council approved the FY 24-25 Preliminary Budget, which identified the funding sources for the Project budget shortfall of approximately $9.5 million.
•June 3, 2024 – Council approved Plans and Specifications and authorized the Call for Bids for the Project.

ANALYSIS
As noted in the Project Timeline in the Background section, many key events led to the decision of the Recreation Center Project funding in 2022. Beginning in 2016, the Council carefully considered several alternatives both for funding and for the future of the Recreation Center. At the March 17, 2017 meeting, the Council considered financing alternatives for the “Big 3” CIP projects, which included the Recreation Center, both at an individual project level as well as in the aggregate/holistic perspective.

Specific to the financing alternatives that were discussed for the Recreation Center, the staff report noted “financing options such as a citywide Mello Roos Community Facility Special Tax (M-R) or General Obligation (G.O.) bonds can be used for recreation centers. However, both financing vehicles would require 2/3rds voter approval for a project that does not have the public safety benefits or the essentiality such as that of the Levee Protection Planning and Improvements Project. This would suggest a lower likelihood of getting 2/3rds voter approval for either G.O. or M-R bonds. An Assessment District would not be appropriate. This would require a special benefit finding for each property within the assessment district. Developing an assessment formulation impervious to legal challenge would be very difficult for this type of improvement.

Further, general benefits must be paid by the City, not by assessees. As a means of overcoming the difficulties with obtaining voter approval or making a finding special benefit to properties, the City may consider General Fund lease revenue bonds, which do not require voter approval, only majority approval of the City Council. However, the downside is that the City’s General Fund must pay for annual debt service without any dedicated new source of revenue to pay for debt service, unlike the other forms of financing just described above, each of which has both an authority to issue debt and a new source of revenue to pay debt service. Lease payments would put additional pressure on the General Fund to maintain a balanced budget on an annual basis for the duration of the 30-year bond term. Alternatively, the City may consider using Reserves for this project. The City’s General Fund and Capital Preservation Fund Reserve balance is estimated to be $33.4 million (assumes a transfer of $7.6 million to the CIP Fund in FY 2016/2017) and $36.6 million respectively by June 30, 2017. Using Reserves to cash-fund all or a portion of this project would not directly impact the City’s taxpayers as taxes would be unaffected by using cash resources, but using Reserves

7.1 7.1 Staff Report

158

6 8
7 for this purpose would deplete cash resources that might be applied to other or more essential projects.”
On April 29, 2019, the City Council provided policy direction on the preferred option for the rehabilitation or replacement of the current 36,000 square foot (sf) Recreation Center that will provide for a facility that will adequately meet the needs of the community. The three options that were considered at the time were:

1. Reconstruction of the Recreation Center roof - estimated at $5-10 million;

2. “Concept 3” of the adopted RCMP - estimated at $71 million; and

3. An option for a Build-to-Budget project - estimated at $35 million (for a 23,000 square foot building only).

Of the three concepts, the City Council indicated a preference for “Concept 3,” which represented a conceptual “starting point” of a total cost of approximately $71,000,000, which included $54,000,000 for a 51,000 square foot structure (50% larger than the current facility) plus $17,000,000 for proposed outdoor park space improvements.

Subsequently, the Council directed staff to move forward with a “Build to Budget” project based on Concept 3, but with a build-to-budget limitation not-to-exceed total project cost (including design) of $40,000,000 for the construction of a new Recreation Center. The City Council also requested a more comprehensive discussion of funding options for the project.

On August 5, 2019, a comprehensive discussion of the funding options for the project took place. The City Council considered the following funding options for the RCMP project.

1. General Fund Reserve (up to $12 million) – The General Fund had approximately $44 million. After setting aside 50% for general reserves and $10 million for Levee Project cost overrun contingency, there was $12 million available for the Recreation Center Project.

2. Capital Asset Acquisition and Replacement Fund or CAARF (up to $32.9 million) - The CAARF has approximately $39.9 million, of which $7 million had been earmarked for the Workforce Housing project, leaving $32.9 million. The Fund was projected to grow approximately $1.1 million annually from loan payments from Peninsula Jewish Community Center (PJCC) through 2038.

3. Community Benefits Fund (up to $819,000)

4. Construction and Demolition Fund (up to $734,000)
The staff report noted that the combined use of CAARF with the General Fund reserves could save the City “real” interest costs (e.g. approximately $14.6 million of interest costs for a $20 million lease revenue bond over a 30-year term). A repayment plan from the General Fund could also be added to “restore” the monies back to the CAARF. The staff report also noted that using these funds in lieu of financing a portion of this project would save the City debt issuance and interest costs. The disadvantage is that it reduces the balance(s) in the identified funds and diminishes the level of reserve(s) for other potential

7.1 7.1 Staff Report

159

6 8
7 uses (e.g. significant economic downturns, unforeseen emergencies, other capital projects).

After reviewing the comprehensive funding options (existing funding from City controlled sources (e.g., in fund balances), funding available from new revenue sources (e.g., new taxes or fees), and borrowed funding (e.g., debt from bond sales or self-financed alternatives), the City Council decided to table the item to a date uncertain to be reconsidered when additional information is known regarding the cost of the levee project.

Subsequent to tabling the project, the COVID-19 pandemic hit, and the City Council requested staff to revisit the Recreation Center Master Plan in light of a post-COVID19 world and explore both programming and financing options for construction and operation with respect to all the other priorities the City is facing.

On January 31, 2022, staff provided an update on the RCMP. The City Council directed staff to proceed with the “build-to-budget” option for the Project in an amount not-to- exceed $55 million and to proceed with utilizing $36 million funding from CAAR Fund 326 and $19 million from General Fund 001 Reserves.

On March 21, 2022, the City Council adopted Resolution No. 2022-26 authorizing a transfer of $36 million from the CAAR Fund 326 and $19 million from the General Fund 001 Reserves to City CIP Fund 301 for the Recreation Center Replacement Project (CIP 301-678) and an appropriation of an additional budget of $55 million to CIP 301-678, Account No. 301-0910-678-4251.

POLICY CONSIDERATIONS
Use of the Capital Asset Acquisition and Replacement Fund (CAARF) for the Recreation Center Replacement
On September 24, 2012, the City Council, via Resolution No. 2012-75, established the City’s CAAR Fund 326 for the purposes of providing a source of revenue to be utilized for the acquisition of real property or the acquisition, construction, or replacement of major capital assets. The CAARF was funded from the sale of the 11-acre site of the North Peninsula Jewish Campus and subsequent sale of the 15-acre site of the Foster Square project.

The use of CAARF was subject to a 4/5 th vote of the City Council and the funds were identified for the following two purposes: 1) acquisition of real property; and/or, 2) major capital asset acquisition, construction, and/or replacement.

Originally, this fund was entitled "Capital Asset Preservation Fund." In light of the direction received on September 10, 2012, the word "Preservation" was replaced with "Acquisition and Replacement" for acquisition of a new asset or replacement of a major capital asset.

In the meeting of September 10, 2012, examples cited for the use of funds included

7.1 7.1 Staff Report

160

6 8
7 replacement of the recreation center, civic center/city hall, and purple pipe.

Councilmember Kiesel, Mayor at the time, made it clear that he did not want to see the CAARF funds being used for operational expenses.

The CAARF had accumulated $47,598,024 in deposit since 2013-2024. There is currently 3.9 million remaining in the fund with 36 million having been designated for the RCRP in 2022. In conclusion, the determination that the replacement of the Recreation Center was an appropriate and intended use of the CAARF funds was made by the Council in 2022.

Use of the General Fund Reserves for the Recreation Center Replacement Project On April 5, 2010, the City Council, via Resolution No. 2010-33, established the City’s General Fund Reserve Policy establishing a minimum reserve threshold of 33-1/3% of budgeted annual operating expenditures and established a target reserve range of 33- 1/3% to 50 (4 to 6 months of operating expenditures) in the annual Five-Year Financial Plan. The Reserve Policy exists to mitigate current and future risks and provide a safety net to respond to unexpected fiscal hardships such as local disasters, economic downturns (revenue shortfalls), external revenue attacks (e.g. California budget takeaways), and unforeseen operating or capital needs.

At the time the Recreation Center funding options were being discussed, the City had accumulated over 100% General Fund reserve levels over the past few years and utilized surpluses above that level for one-time expenditures. After setting aside the amount for the Project, the General Fund reserves were anticipated to be at a 60.9% level.

Recently, the City Council amended its General Fund Reserve Policy and established a minimum reserve threshold of 50%. During the Preliminary Budget Public Hearing on June 3, the City’s General Fund Reserves were projected to drop to less than 50% in year 4 and year 5 of the Five-Year Financial Plan (36.3% in FY 27-28 and 21.3% in FY 28-29). This raised significant concerns among the Council and sparked a discussion about the use of the General Fund Reserves for the Project among other things.

While not utilizing the General Fund Reserve funds for the Project could help maintain the General Fund Reserve at healthy levels and alleviate the structural deficit problem, the cost of either a repair, renovation, or replacement of the Recreation Center will still be a significant amount and will only keep increasing if the Project gets delayed (further discussed below).

Delaying the Recreation Center Rebuild Project
The current Recreation Center consists of the original building that was built in 1974 and two expansion wings that were constructed in the 1990s. Because the building was originally three separate structures that were all combined into one building with one roof in 1997, multiple roof penetrations were added to install HVAC equipment and aesthetic screens on the flat deck of the roof. Due to the construction history and the piecemeal

7.1 7.1 Staff Report

161

6 8
7 way it was constructed, several structural issues are known or anticipated related to water intrusion. In 2016, diagnostic testing consisting of a non-destructive moisture survey and a roof core test (or Tremco Roof Analysis Core Evaluation, or TRACE) was completed to evaluate the weatherproofing strength of existing roofing materials. The TRACE test results revealed that the tensile strength of the roofing material was approaching minimum acceptable levels. The report concluded that as the roof continues to age, these numbers will continue to decrease and eventually split the roof membrane.

Based on the information gathered from the moisture survey and the TRACE test, coupled with the lengthy leak history, the 2016 assessment report concluded that restoration of the roof would not be advised. Due to the phased construction at the site, poor slope conditions, and the volume of rooftop mechanical equipment and conduit, the estimated costs would range from $3,000,000 to $4,000,000 or more not including any dry rot, structural, or aesthetic interior ceiling work. This estimate ballooned to $5-10 million in 2019 and included an estimate for the replacement of the roof and the additional structural improvements needed to meet current building codes for an essential facility, since the Recreation Center serves as an emergency shelter.

There are inadequacies in the ventilation system, air handling capabilities, heating and cooling systems that manifest in hot spots, cold spots and inefficient air flow and balance within and throughout the building envelope. These problems may not present long-term health risks but do result in inconvenience in terms of comfort of the building spaces and comingling of odors from the pottery studio with airflows in the common areas of the structure.

The $55 million project is now approximately a $64 million project given escalation costs and other factors since 2022.
▪Delaying the construction cost by one year will increase the cost of construction by an estimated $3.8 to $5 million dollars due to a combination of escalation costs, plus increase in cost of materials and labor.
▪Delaying the construction cost by 1.5 years will potentially increase the cost of the Project by $5 to $7 million dollars.
▪A high risk of losing a favorable bidding environment at present with having 4 reputable General Contractors interested in competing and providing bids for the project at current market costs. These same contractors might lose interest or have other projects in the future that will prevent them from submitting bids later or lose interest altogether in bidding projects with Foster City. ▪Scarcity of labor forces are impacting the market reducing the options that General Contractors have in pursuing more projects, thus reducing the availability of reputable/experienced contractors on similar projects.
▪Availability of mechanical and electrical equipment required for the complete functionality of the Project could become an issue if the Project gets delayed given market conditions.
▪Scarcity, unavailability, and high costs of long-lead items such as transformers, generators, switchgears, etc. are at an all-time high, and might only get worse in a tightly competitive market.

7.1 7.1 Staff Report

162

6 8
7 Phasing the Recreation Center Rebuild Project
▪In addition to the above costs due to delaying the Project, there will be additional design costs, re-permitting, and further delays associated with these actions. ▪Redesign the building to allow for a future phase, using the second floor as a place holder ~10,500sf, approximately 9-12 months with a cost to redesign would be roughly ~ $1.5-2 million.
▪Another option is to use existing permitted documents, there is an option to remove landscaping from the General Contractor’s contract and complete it when the GC is done, which would allow $1.75 million to be deferred until building construction is complete. The benefit is minimal in this option. ▪The least desirable option would be to complete the demolition, underground work, and foundation/concrete pad, and then wait until we are ready to construct the building. This option would also mean a delay of 6-8 months into the spring in addition to re-permitting. This would require a longer lease of the modular buildings and a significant area of the park that would be unusable and unsightly until the building construction was fully completed.
▪Increased costs in splitting the project into phases since a contractor will have to remobilize for each one of the phases, which in turn will extend the duration of construction by a minimum of 7 months.
▪Changes in future building code cycles could also have an impact.

Consideration of Other Critical Aging Infrastructure Needs The City Council, staff, and the community expressed concerns about the recent 24-inch water pipe break and the need to address our aging critical infrastructure needs. At the January 16, 2024, Regular Meeting, when staff discussed options to address the approximately $9.5 million budget shortfall for the Recreation Center, the City Council asked for a prioritization of the City’s CIP Projects. The Public Works Director, in consultation with the Executive Leadership Team and staff, took a close look at the critical infrastructure needs of the City and prioritized the CIP projects based on the City’s vulnerability in the event of a disaster and age of the infrastructure.

As part of the March 25 Budget Special Meeting where the Five-Year CIP was presented, staff included Attachment 2, which showed a list of the highest priority projects that the Public Works Department planned to move forward in the upcoming fiscal year. The Water Transmission Pipeline Condition Assessment Study was moved up to FY 24-25 as a result of the prioritization. The list of CIPs will also be available as part of the Proposed Final Budget Hearing on June 17. Note that the study of the water pipe condition assessment or any other critical infrastructure needs typically takes a year or two to evaluate the condition and arrive at the estimated costs for replacement/repair.

Any new CIP has to also undergo a feasibility study to evaluate design alternatives and costs. Should such studies indicate a significant ongoing cost related to CIPs (new or existing), Council can consider a bond measure in the future to offset the infrastructure costs and the transfers out of funds (average of $5.75 million over the next five years) from the General Funds to the City CIP fund.

7.1 7.1 Staff Report

163

6 8
7 Replenishing of CAARF and General Fund 001 Reserves
In 2022, staff had noted that while the City Council had identified funding sources for the Project, any unused funds will be refunded back to CAAR Fund 326 and the General Fund 001 Reserves at the time of project closeout. Staff noted that they will proactively seek grant opportunities to help offset the impact on the General Fund, as well as revenue models in general to address the City’s anticipated structural deficits over the five-year financial forecast period. With the projected increase in the project costs, it is unlikely that there will be any unused funds. However, staff anticipates revenues from Park Impact Fees from future development that could go back into the General Fund Reserves.

Additionally, there is approximately $2.3 million in the City Facility Replacement Fund that could be used to offset the $19 million General Fund Reserves. With a combination of using impact fees, capital facility replacement fund, grant funding, private sponsorships, every effort will be made to not use the entirety of the $19 million General Fund Reserves with the goal of maintaining at least a 50% General Fund Reserve level.

Feasibility of a Bond Measure
At the June 3 Council meeting, the City Council directed staff to explore the feasibility of a bond measure for the recreation center. Given the reasons noted during the early funding discussions for the Recreation Center, the likelihood of a bond measure for a Recreation Center passing with a 2/3 rd vote is unlikely. In order to educate the voters about the condition of the current recreation center building and the need to replace it, significant outreach has to be conducted to garner community support. Some residents may not consider the recreation center as a critical infrastructure need. Residents will be likely to raise questions about other critical infrastructure needs and rightfully so.

Additionally, there is just not sufficient time for staff to conduct the public outreach and education, public opinion polling, and coordinate all the other efforts for the November 2024 Election in addition to the Business License Tax update effort that staff is currently undertaking. For example, staff started the efforts on releasing the request for proposals for consultants assisting on the business license tax in October 2023. Staff would need to engage with Municipal Finance experts to explore the bond options, assess the financial risks, craft the ballot measure language, decide on the bond amount, and confer with bond legal counsel for assistance with other items leading up to the ballot. Formal City Council action would be needed to place a ballot measure on the November 2024 General Election. The County of San Mateo's deadline for submitting a ballot measure is August 9, 2024 (in approximately 8 weeks).

CONCLUSION
Given the extensive background provided in this report and all the policy considerations, staff believes that having a future holistic discussion (as a work/study session) would allow Council to carefully consider and weigh all the options to bridge the structural deficit gap and to maintain healthy General Fund reserves while ensuring the Recreation Center Project stays on schedule.

7.1 7.1 Staff Report

164

6 8
7 California Environmental Quality Act
Not Applicable

FISCAL IMPACT
There is no fiscal impact associated with receiving this report.

CITY COUNCIL VISION, MISSION, AND VALUE/PRIORITY AREA
Facilities and Infrastructure
Smart Planning, Development, and the Local Economy
ATTACHMENTS:

None

7.1 7.1 Staff Report

165

6 4
9 DATE: June 17, 2024

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
Waqas Hassan, Assistant Finance Director
DEPARTMENT: City Manager, Finance
SUBJECT: ADOPTION OF FY 2024-25 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 2024-25 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 26 to review the mid-year projections for FY 2023-24 and to provide policy direction on the preparation of the FY 2024-25 budget and 5-year financial plan. Budget study sessions were then held on March 25 and May 20, followed by a public hearing of the FY 2024-25 Preliminary Budget on June 3. At the June 17 Council meeting, staff recommends City Council’s approval of the FY 2024-25 City/EMID Budget.

BACKGROUND AND ANALYSIS
On May 20, City staff presented the FY 2024-25 Preliminary Budget and 5-year financial plan for all Funds, including the General Fund (Funds 001 to 003). The budget indicated a $5.44 million General Fund structural deficit for FY 2024-25 as well as structural deficits for the entirety of the 5-year financial plan. Budget revisions were presented to the City Council on June 3, including a $142,028 expenditure increase for the General Fund, due to the cost-of-living adjustment (COLA) to the salaries of the

8.1 8.1 Staff Report

166

6 4
9 Police Officers Association (POA) and Management Employees groups effective July 1, 2024. Based on the above-mentioned increase to the FY 2024-25 General Fund budget (Funds 001 to 003), the revised deficit is now $5.58 million as well as larger deficits for the remainder of the 5-year financial plan. A summary of the budget revisions since the May 20 Preliminary Budget and a revised General Fund 5-year financial plan can be found in Attachments 4 and 5 respectively.

The FY 2024-25 Final City/EMID Budget for all funds totaling $142.86 million includes direction received from the City Council at various budget study sessions and a public hearing. The City Council also provided direction to use the General Fund reserves to address the FY 2024-25 General Fund budget shortfall and for staff to develop strategies to address subsequent years’ deficits. Such strategies may include additional or updated revenue opportunities, cost recovery measures, and operational efficiencies.

During the meeting, staff also presented funding sources for the approximately $9.55 million budget shortfall for the Recreation Center Rebuild Project that was incorporated into the Preliminary Budget. The Council then directed staff to proceed with incorporating the terms from the Preliminary Budget into the Final Budget for FY 2024- 2025 to be considered for adoption by the City Council/Board of Directors on June 17, 2024.

Having reviewed the Preliminary Budget and having held a public hearing on the Preliminary Budget, it is recommended that the City Council/EMID Board adopt the attached resolutions approving the proposed FY 2024-25 City/EMID Budget. The financial and personnel summary pages of the FY 2024-25 Budget are attached to this report (Attachment 3). The entire proposed FY 2024-25 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 for FY 24-25.

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

Attachment 1 - City Resolution
Attachment 2 - EMID Resolution
Attachment 3 - Exhibit to City/EMID Resolutions: Financial and Personnel Summaries

8.1 8.1 Staff Report

167

6 4
9 Attachment 4 - Revisions to the FY 2024-25 Preliminary Budget Presented on May 20, 2024
Attachment 5 - Revised General Fund (Funds 001 to 003) 5-Year Financial Plan

8.1 8.1 Staff Report

168

RESOLUTION NO. _____________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FOSTER CITY APPROVING THE FISCAL YEAR 2024-25 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 2024-25 fiscal year ending June 30, 2025, 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 regular meeting held on the 17th day of June, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
___________________________

PATRICK SULLIVAN, MAYOR
ATTEST:
______________________________

PRISCILLA SCHAUS, CITY CLERK

8.1 Attachment 1 - City Resolution

169

RESOLUTION NO. _____________

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ESTERO MUNICIPAL IMPROVEMENT DISTRICT APPROVING THE FISCAL YEAR 2024-25 DISTRICT BUDGET

ESTERO MUNICIPAL IMPROVEMENT DISTRICT
WHEREAS, the District Manager is responsible for preparing and submitting a District 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 2024-25 fiscal year ending June 30, 2025 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.

8.1 Attachment 2 - EMID Resolution

170

PASSED AND ADOPTED as a resolution of the Board of Directors of the Estero Municipal Improvement District at the regular meeting held on the 17th day of June, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
________________________________________

PATRICK SULLIVAN, PRESIDENT
ATTEST:
_______________________________________

PRISCILLA SCHAUS, DISTRICT SECRETARY

8.1 Attachment 2 - EMID Resolution

171

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

172

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

173

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

174

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

175

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

176

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

177

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

178

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

179

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

180

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

181

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

182

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

183

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

184

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

185

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

186

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

187

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

188

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

189

Attachment 4
Revisions to the FY 2024-25 Preliminary Budget presented on May 20, 2024 Preliminary Expenditures
Increase
(Decrease)
since
Expenditures,
excluding
Transfers Out
May 20, 2024
Final Budget
June 17, 2024Fund Type
General Fund (Funds 001 to 003)
May 20, 2024 % of Total
$ 61,628,999
238,163
$ 142,028 $ 61,771,027
238,163

43.24%

0.17%

5.54%

2.88%

5.88%

32.18%

9.58%

0.54%
General Fund - Designated (Funds 005 to 012)
Special Revenue Funds (Funds 101 to 145)
Debt Service Funds (Levee GO Bonds)
Capital Improvement Project Funds (City
Enterprise Funds (Including Operating, CIP, and WWTP Debt) Internal Services Funds
-
7,908,438
4,118,288
8,398,104
45,956,146
13,673,005
774,392
1,721 7,910,159
4,118,288
8,398,104
45,967,522
13,682,460
774,392
-
-
11,376
9,455
-Fiduciary Funds
Total All Funds $ 142,695,535 $ 164,580 $ 142,860,115 100.00% Note: All increases noted above are due to the Cost of Living Adjustment (COLA) based on San Francisco Bay Area CPI-U April 2023 to April 2024

8.1 Attachment 4 - Revisions to the FY 2024-25 Preliminary Budget Presented on May 20, 2024

190

Attachment 5
Revised General Fund (Funds 001 to 003) Five-Year Financial Plan as of June 17, 2024 Projected
2023-24 2024-25 2025-26 2026-27 2027-28 2028-29
Total Revenues 61,468,046$ 61,937,388 $ 61,236,865 $ 61,577,015 $ 62,366,864 $ 63,915,360 $ Expenditures 59,402,377 61,771,027 62,104,799 64,353,792 65,487,120 67,988,644 Net Revenue over (under) expenditures before transfers 2,065,669 166,361 (867,934) (2,776,777) (3,120,256) (4,073,284) Net Transfers In (Out) (6,000,000) (5,750,000) (5,750,000) (5,750,000) (5,750,000) (5,750,000) (3,934,331) (5,583,639) (6,617,934) (8,526,777) (8,870,256) (9,823,284) Opening Fund Balance 58,199,969 54,265,638 48,681,999 42,064,065 33,537,288 24,667,032 Ending Fund Balance (Reserves) 54,265,638 $ 48,681,999 $ 42,064,065 $ 33,537,288 $ 24,667,032 $ 14,843,748 $ Reserve Balance as % of Next Year's Operating Expenditures 87.8% 78.4% 65.4% 51.2% 36.3% 21.3% Net Surplus (Deficit) in Fund Balance
City of Foster City, California
General Fund (Funds 001 to 003)
Revised Five-Year Financial Plan FY 2024-25 to FY 2028-29 |--------------------------Five-Year Financial Plan-----------------------------|

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

191

6 2
6 DATE: June 17, 2024

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
Marlene Subhashini, Assistant City/District Manager
Kevin Ortiz, Management Analyst
DEPARTMENT: City Manager
SUBJECT: ADOPTION OF CITY COUNCIL/EMID POLICY FOR

REQUESTING TO ADD ITEMS TO A FUTURE AGENDA

RECOMMENDATION
It is recommended that the City Council/Board of Directors1 adopt the attached Resolutions Revising the City Council/EMID Policy for Requesting to Add Items to a Future Agenda and Rescinding City Resolution No. 2023-21.

EXECUTIVE SUMMARY
On March 6, 2024, City staff received a completed Request to Place Item on a Future Agenda Form from Mayor/President Sullivan. At the March 18 City Council Regular Meeting, the Mayor/President, with a concurrence of the majority of the Council, considered the request and directed staff to prepare a staff report for further City Council consideration and/or action at a future meeting.

On April 15, 2024, the City Council discussed the Policy for Requesting to Add Items to a Future Agenda adopted via City Resolution No. 2023-21 at the February 21, 2023 City Council meeting (Attachment 3). At the conclusion of that discussion, Council approved a Minute Order No. 1973 (Attachment 4) by a vote of 3-2-0, to direct staff to revise the Policy. Staff has prepared those revisions for the Council’s consideration. 1 All future references to the City Council include the EMID Board of Directors.

8.2 9.1 Staff Report

192

6 2
6 BACKGROUND/ANALYSIS
The Policy for Requesting to Add Items to a Future Agenda (“Policy”), adopted via City Resolution No. 2023-21, established a formal process for Council to request to add items to a future agenda, providing clarity and transparency into requests by individual City Councilmembers. The intent of this Policy was to reduce staff time and effort in preparing for agenda items, which ultimately may or may not receive majority support from the Council to proceed. The Policy applies to all City Councilmembers equally and allows the full City Council to determine how to use limited City/District resources while allowing members of the public an opportunity to provide public comment on requests for future agenda items.

On April 15, 2024, the City Council discussed potential revisions to the Policy to simplify the process. At the conclusion of that discussion, a majority of the City Council directed staff to revise the Policy as follows:
1) If a Councilmember would like to add an item to a future agenda, they will first discuss it with the City/District Manager;
2) After a discussion with the City/District Manager, the Councilmember will state their request during the Council/Board Statements and Requests portion of a regular meeting;
3) If at least one other Councilmember supports agendizing the item, direction will be given to the City/District Manager to place the item on a future agenda; and
4) If the item fails to gain approval from at least one other Councilmember in addition to the requesting Councilmember, the item may not be brought back to the City Council for at least six (6) months, unless additional information is provided.

Staff has prepared the attached Resolutions (Attachments 1 and 2) which would adopt the revisions based on Council direction provided at the April 15 Council Meeting and rescind City Resolution No. 2023-21.

California Environmental Quality Act
The approval of the revisions to the Policy for Requesting to Add Items to a Future Agenda is not subject to review under the California Environmental Quality Act (California Public Resources Code §§ 21000, et seq., "CEQA") and CEQA Guidelines (Title 14 California Code of Regulations §§ 15000, et seq.), because it does not involve any commitment to a specific project which could result in a potentially significant physical impact on the environment; and, constitutes an organizational or administrative activity that will not result in direct or indirect physical changes in the environment.

8.2 9.1 Staff Report

193

6 2
6 FISCAL IMPACT
There is no fiscal impact associated with this report.

CITY COUNCIL VISION, MISSION, AND VALUE/PRIORITY AREA
City Council Operations and Improved Community Engagement ATTACHMENTS:

Attachment 1 – City Resolution
Attachment 2 – EMID Resolution
Attachment 3 – City Resolution No. 2023-21 Establishing the Policy for Requesting to Add Items to a Future Agenda
Attachment 4 – Minute Order No. 1973

8.2 9.1 Staff Report

194

2 2
6 0
RESOLUTION NO.

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

THE CITY COUNCIL POLICY FOR REQUESTING TO PLACE ITEMS ON A FUTURE AGENDA AND RESCINDING CITY RESOLUTION NO. 2023-21

CITY OF FOSTER CITY
WHEREAS, on February 21, 2023, the City Council adopted a Policy for Requesting to Add Items to a Future Agenda via Resolution No. 2023-21; and WHEREAS, the purpose of the Policy for Requesting to Add Items to a Future Agenda is to establish a formal process for Councilmembers to request items to a future agenda and to provide clarity and transparency into requests by individual City Councilmembers that result in the use of staff time; and WHEREAS, the Policy for Requesting to Add Items to a Future Agenda applies to all City Councilmembers equally and allows the full City Council to determine how to use limited City resources; and
WHEREAS, on March 6, 2024, City staff received a Request to Place Item on Future Agenda Form from Mayor Sullivan requesting that a new policy be established on agendizing an item for City Council meetings; and
WHEREAS, on March 18, 2024, the Council considered the request and directed staff to prepare a staff report for further City Council consideration and/or action at a future City Council meeting; and
WHEREAS, on April 15, 2024, the City Council discussed potential revisions to the Policy for Requesting to Add Items to a Future Agenda to simplify the process. At the conclusion of that discussion, a majority of the City Council directed staff to revise the current Policy; and
WHEREAS, the approval of the revisions to the Policy for Requesting to Add Items to a Future Agenda is not subject to review under the California Environmental Quality Act (California Public Resources Code §§ 21000, et seq., "CEQA") and CEQA Guidelines (Title 14 California Code of Regulations §§ 15000, et seq.), because it does not involve any commitment to a specific project which could result in a potentially significant physical impact on the environment; and, constitutes an organizational or administrative activity that will not result in direct or indirect physical changes in the environment.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Foster City does hereby adopt the revised Policy for Requesting to Add Items to a Future Agenda as follows:

8.2 Attachment 1 - City Resolution

195

2 2
6 0
1) If a Councilmember would like to add an item to a future agenda, they will first discuss it with the City/District Manager;
2) After a discussion with the City/District Manager, the Councilmember will state their request during the Council/Board Statements and Requests portion of a regular meeting;
3) If at least one other Councilmember supports agendizing the item, direction will be given to the City/District Manager to place the item on a future agenda; and 4) If the item fails to gain approval from at least one other Councilmember in addition to the requesting Councilmember, the item may not be brought back to the City Council for at least six (6) months, unless additional information is provided.

BE IT FURTHER RESOLVED, that City Resolution No. 2023-21 and its attachments are hereby rescinded in their entirety.

PASSED AND ADOPTED as a resolution of the City Council of the City of Foster City at the Regular Meeting held on the 17th day of June 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
________________________________

PATRICK SULLIVAN, MAYOR
ATTEST:
_____________________________________

PRISCILLA SCHAUS, CITY CLERK

8.2 Attachment 1 - City Resolution

196

2 2
6 1
RESOLUTION NO.

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ESTERO MUNICIPAL

IMPROVEMENT DISTRICT REVISING THE BOARD POLICY FOR REQUESTING TO PLACE ITEMS ON A FUTURE AGENDA AND RESCINDING CITY RESOLUTION NO. 2023-21

ESTERO MUNICIPAL IMPROVEMENT DISTRICT
WHEREAS, the purpose of the Policy for Requesting to Add Items to a Future Agenda is to establish a formal process for Board Members of the Estero Municipal Improvement District (“EMID”) to request items to a future agenda and to provide clarity and transparency into requests by individual Board Members that result in the use of staff time; and
WHEREAS, the Policy for Requesting to Add Items to a Future Agenda applies to all Board Members equally and allows the full Board of EMID to determine how to use limited EMID resources; and
WHEREAS, on March 6, 2024, City staff received a Request to Place Item on Future Agenda Form from EMID President Sullivan requesting that a new policy be established on agendizing an item for EMID Board meetings; and WHEREAS, on March 18, 2024, the EMID Board considered the request and directed staff to prepare a staff report for further EMID Board consideration and/or action at a future EMID Board meeting; and
WHEREAS, on April 15, 2024, the EMID Board discussed potential revisions to the Policy for Requesting to Add Items to a Future Agenda to simplify the process. At the conclusion of that discussion, a majority of the Board Members directed staff to revise that Policy.

WHEREAS, the approval of the revisions to the Policy for Requesting to Add Items to a Future Agenda is not subject to review under the California Environmental Quality Act (California Public Resources Code §§ 21000, et seq., "CEQA") and CEQA Guidelines (Title 14 California Code of Regulations §§ 15000, et seq.), because it does not involve any commitment to a specific project which could result in a potentially significant physical impact on the environment; and, constitutes an organizational or administrative activity that will not result in direct or indirect physical changes in the environment.

NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of the Estero Municipal Improvement District that it does hereby adopt the revised Policy for Requesting to Add Items to a Future Agenda as follows:
1) If a Board Member would like to add an item to a future agenda, they will first

8.2 Attachment 2 - EMID Resolution

197

2 2
6 1
discuss it with the City/District Manager;
2) After a discussion with the City/District Manager, the Board Member will state their request during the Board Statements and Requests portion of a regular meeting; 3) If at least one other Board Member supports agendizing the item, direction will be given to the City/District Manager to place the item on a future agenda; and 4) If the item fails to gain approval from at least one other Board Member in addition to the requesting Board Member, the item may not be brought back to the Board for at least six (6) months, unless additional information is provided.

BE IT FURTHER RESOLVED, that City Resolution No. 2023-21 and its attachments are hereby rescinded in their entirety.

PASSED AND ADOPTED as a resolution of the Board of Directors of the Estero Municipal Improvement District at the Regular Meeting held on the 17th day of June 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
________________________________

PATRICK SULLIVAN, PRESIDENT
ATTEST:
______________________________________

PRISCILLA SCHAUS, DISTRICT SECRETARY

8.2 Attachment 2 - EMID Resolution

198

RESOLUTION NO. 2023-21

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

A POLICY FOR REQUESTING TO ADD ITEMS TO A FUTURE AGENDA

CITY OF FOSTER CITY

WHEREAS, the City Council currently follows an informal process for requesting to add items to a future agenda; and

WHEREAS, a formal p olicy for Requesting to Add Items to a Future Agenda promotes clarity and transparency into requests by individual City Councilme mbers that result in the best use of staff time; and

WHEREAS, the proposed Policy for Requesting to Add Items to a Future Agenda allows members of the public to comment on such requests from individual City Councilmembers;

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Foster City does hereby adopt the Policy for Requesting to Add Items to a Future Agenda attached hereto.

PASSED AND ADOPTED as a resolution of the City Council of the City of Foster City at the regular meeting held on the 21st day of February 2023, by the following vote:

AYES: Councilmembers Hindi, Jimenez, Sullivan and Mayor Froomin

NOES: Councilmember Kiesel

ABSENT: None

ABSTAIN: None

_______________________________

JON FROOMIN, MAYOR

ATTEST:

______________________________

PRISCILLA SCHAUS, CITY CLERK
DocuSign Envelope ID: E7A8CC23-41BC-4FBD-896B-63D537F94DB7

8.2 Attachment 3 - City Resolution No. 2023-21 Establishing the Policy for Requesting to Add Items to a Future Agenda

199

Updated 2/28/2023
3 2
9 Policy for Requesting to Add Items to a Future Agenda

PURPOSE
The purpose of this policy is to establish a formal process for requesting to add items to a future agenda and to provide clarity and transparency into requests by individual City Councilmembers/EMID Directors (City Councilmembers) that result in the use of staff time. The policy applies to all City Councilmembers equally and allows the full City Council/District Board (City Council) to determine how to use limited City/District (City) resources.

POLICY
To make a request
To request consideration of an item at a future City Council meeting, City Councilmembers shall complete a request form (Appendix A). The form must be submitted to the City Clerk no later than seven (7) days prior to the publication of the meeting agenda. Meeting agendas are typically published the Wednesday prior to the meeting. The request will automatically appear under City/District Managers Report, Council/Board Statements and Requests, and Council Liaison Reports on the next regular agenda, and the request form will be included as an attachment in the published agenda packet. The request shall be included on the agenda regardless of agenda load. No staff work shall be done for these requests prior to discussion by the entire City Council except that Councilmembers may briefly discuss the matter with staff prior to the meeting.

Initial City Council Consideration of request
As an agendized item under City/District Managers Report, Council/Board Statements and Requests, and Council Liaison Reports, the City Council may discuss the request and ask questions of staff and/or the Councilmember making the request. Public comment will also be taken on the items. After public comment, the City Council may then, by motion and second, and majority vote supporting the item, direct the City/District Manager to prioritize staff resources to prepare a formal staff report for further City Council consideration and/or action at a future City Council meeting. If the motion succeeds, the item will be brought to City Council for consideration based on the prioritization noted on the request form, unless otherwise specified in the motion. If prioritization of the item is omitted on the request form or from the motion, or is otherwise unclear, the City/District Manager will have discretion as to when the item is brought to City Council for consideration. If the request does not receive sufficient City Council support, the item shall not be agendized for a future meeting. Nothing herein shall preclude a Council/Board member from making the request again at a future date.

This policy does not supersede Municipal Code Section 2.08.070 Meetings – Agenda, which states, “The city clerk (district secretary) shall prepare the agenda of all such matters under the direction of the city/district manager. If the mayor/president or city/district manager determines that a matter is urgent, it may be added to the agenda thereafter.”

8.2 Attachment 3 - City Resolution No. 2023-21 Establishing the Policy for Requesting to Add Items to a Future Agenda

200

Updated 6/6/2022
3 2
9 Appendix A
Request to Place Item on Future Agenda
FROM:(Insert Name of Councilmember)
RE:(Title of Item)
Description of Request:
(Briefly describe your request. Please be clear so that your fellow Councilmembers, staff, and members of the public understand the request. This information will also provide guidance to staff should the request receive majority support and the item be placed on a future agenda.) How do you believe this item should be prioritized?
(i.e. What date do you believe the item should be brought back for Council consideration?) City Council Vision, Mission, and Value/Priority Area:
(How does this request fit with the City Council Vision and Mission and/or which value/priority area(s) does this request most closely align?)
Attachments (if applicable):

Councilmember Signature

8.2 Attachment 3 - City Resolution No. 2023-21 Establishing the Policy for Requesting to Add Items to a Future Agenda

201

MINUTE ORDER
No. 1973

OFFICE OF THE CITY CLERK

FOSTER CITY, CALIFORNIA
Date: April 16, 2024
Attention: City Council/ EMID Board
Stefan Chatwin, City/ District Manager
Marlene Subhashini, Assistant City Manager
Kevin Ortiz, Management Analyst
City Council/ EMID Board of Directors Meeting Date: April 15, 2024 Subject: CITY COUNCIL POLICY FOR REQUESTING TO ADD ITEMS TO A

FUTURE AGENDA
Motion by Councilmember Kiesel, and the maker amending the motion, seconded by Councilmember Hindi, and carried, 3-2-0, Councilmember Froomin and Vice Mayor Jimenez voted “no”, IT WAS ORDERED to direct staff to update the City Council Policy for Requesting to Add items to a Future Agenda as follows:

1. If a Councilmember would like to add an item to a future agenda, they will first discuss it with the City Manager;

2. After a discussion with the City Manager, the Councilmember will state their request during the Council/ Board Statements and Requests portion of a regular City Council meeting;

3. If at least one other Councilmember supports agendizing the item, direction will be given to the City Manager to place the item on a future agenda; and

4. If the item fails to gain approval from at least one other Councilmember in addition to the requesting Councilmember, the item may not be brought back to the City Council for at least 6 months unless additional information is provided.

CITY CLERK/ DISTRICT SECRETARY
DocuSign Envelope ID: CBDE586D- A09F- 487F- 84D6- 3E8EB92EADA7

8.2 Attachment 4 - Minute Order No. 1973

202

Prepared Date 5/29/2024 City of Foster City, CA
Accounts Payable Check Register

Page 1 ends

Foster City City CouncilJune 17, 2024

Foster City City Council
June 17, 2024