Agenda packet — Foster City City Council, August 5, 2024 (part 1 of 4)

CITY OF FOSTER CITY/
ESTERO MUNICIPAL IMPROVEMENT DISTRICT
FOSTER CITY COUNCIL CHAMBERS
620 FOSTER CITY BOULEVARD
FOSTER CITY, CALIFORNIA
Teleconference Location:

Councilmember/Director Jon Froomin
1925 Belspring Court
Virginia Beach VA 23464
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, August 05, 2024 6:30 PM
REGULAR MEETING AS CITY COUNCIL/EMID BOARD OF

DIRECTORS
PURSUANT TO RALPH M. BROWN ACT, ALL VOTES SHALL BE BY ROLL CALL DUE TO COUNCILMEMBER/DIRECTOR JON FROOMIN TELECONFERENCING FROM 1925 BELSPRING COURT, VIRGINIA BEACH, VA 23464

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

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

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

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.

5.1. City/EMID Regular Meeting Minutes of July 15, 2024

5.2. A Resolution of the City Council of the City of Foster City Authorizing the Mayor to Execute an Agreement with Mega Led Technologies for the Replacement and Installation of Two (2) Electronic Marquee Display Boards at the Corner of Shell and East Hillsdale Boulevards and Other Related Software and Cellular Service in an Amount Not To Exceed $74,845.40, Establish a Contingency in the Amount of $7,485, Authorizing a Total Appropriation of $82,331 From the Equipment Replacement Fund to the Account Number 50201104134385 for Fiscal Year 20242025; and Finding the Approval of the Agreement Categorically Exempt from Review Under the California Environmental Quality Act (CEQA) Guidelines Section 15301
a) Staff Report
b) Adopt Resolution

5.3. A Resolution of the City Council of the City of Foster City Authorizing (1) Task Order No. HBG202402 to the Master Environmental Services Agreement with Huffman Broadway Group, Inc., in the Amount NottoExceed $111,300 for PostConstruction Professional Services for Regulatory Agency Required Mitigation Monitoring and Compliance Reporting for the Levee Protection Planning and Improvements Project (CIP 327657); and (2) A Project Contingency in the Amount of $12,000 with Authority Given to the City Manager to Execute Task Order Amendments Up to the Contingency Amount, if Necessary; (CEQA Status: Environmental Impact Report Was Prepared for the Levee Protection Planning and Improvements Project (State Clearinghouse No. 20106012012))
a) Staff Report
b) Adopt Resolution

5.4. a) A Resolution of the City Council of the City of Foster City Approving Task Order CSG202402 with CSG Consultants, Inc. for OnCall Professional Engineering and Temporary Staff Augmentation Services in the Amount of $100,000 for City Projects and Finding That the Project is Categorically Exempt Pursuant to the California Environmental Quality Act (CEQA) Guidelines §15061(B)(3)); and
b) A Resolution of the Board of Directors of the Estero Municipal Improvement District Approving Task Order CSG202402 with CSG Consultants, Inc. for OnCall Professional Engineering and Temporary Staff Augmentation Services in the Amount of $100,000 for City Projects and Finding That the Project is Categorically Exempt Pursuant to the California Environmental Quality Act (CEQA) Guidelines §15061(B)(3)) c) Staff Report
d) Adopt Resolutions

5.5. a) A Resolution of the City Council of the City of Foster City Authorizing the Mayor to Execute Nineteen (19) Master Agreements with Selected Eighteen (18) Consultants for Professional OnCall Construction Management, Architectural Engineering, Landscape Architecture, Geotechnical Engineering, Corrosion/Cathodic Protection Engineering, and Cost Estimation Services and Finding That the Project is Categorically Exempt Pursuant to the California Environmental Quality Act (CEQA) Guideline Section 15061(b)(3); and
b) A Resolution of the Board of Directors of the Estero Municipal Improvement District Authorizing the President to Execute Nineteen (19) Master Agreements with Selected Eighteen (18) Consultants for Professional OnCall Construction Management, Architectural Engineering, Landscape Architecture, Geotechnical Engineering, Corrosion/Cathodic Protection Engineering, and Cost Estimation Services and Finding That the Project is Categorically Exempt Pursuant to the California Environmental Quality Act (CEQA) Guideline Section 15061(b)(3)
c) Staff Report
d) Adopt Resolutions

5.6. a) A Resolution of the City Council of the City of Foster City Approving and Adopting the Amended Pay Plan for Fiscal Year 20242025, Effective July 1, 2024; and
b) A Resolution of the Board of Directors of the Estero Municipal Improvement District Approving and Adopting the Amended Pay Plan for Fiscal Year 20242025, Effective July 1, 2024
c) Staff Report
d) Adopt Resolutions

6. PUBLIC HEARINGS

6.1. A Public Hearing to Hear and Consider Public Comments Regarding the Fiscal Year 20242025 Appropriations Limit of the City/District a) Staff Report
b) Open Public Hearing
c) Receive Public Testimony
d) Close Public Hearing
e) Action – Adopt a Resolution of the City Council of the City of Foster City Establishing the Fiscal Year 20242025 Appropriations Limit Pursuant to Article XIIIB of the California Constitution
f) Action – Adopt a Resolution of the Board of Directors of the Estero Municipal Improvement District Establishing the Fiscal Year 20242025 Appropriations Limit Pursuant to Article XIIIB of the California Constitution

6.2. A Public Hearing to Hear and Consider Public Comments Regarding Adoption of the Green and Livable Accessible Dwelling Unit Resource (GLADUR) Prereviewed Designs for Detached Accessory Dwelling Units (ADUs) Prepared by the Housing Endowment and Regional Trust of San Mateo County (HEART) for the Implementation of the Housing Element Program HD4c, “Preapproved ADU/JADU Designs and Expedited Review,” (“Program”) and Find the Prereviewed Designs within the Scope of the Environmental Impact Report (SCH Number 2022010509) Prepared for the Foster City Housing and Safety Elements Update a) Staff Report
b) Open Public Hearing
c) Receive Public Testimony
d) Close Public Hearing
e) Action – Adopt a Resolution of the City Council of the City of Foster City Adopting the Green and Livable Accessible Dwelling Unit Resource (GLADUR) PreReviewed Designs for Detached Accessory Dwelling Units (ADUs) Prepared by the Housing Endowment and Regional Trust of San Mateo County (HEART) for the Implementation of Housing Element Program HD4c, “Preapproved ADU/JADU Designs and Expedited Review,” and Find the PreReviewed Designs Within the Scope of the Environmental Impact Report (SCH Number 2022010509) Prepared for the Foster City Housing and Safety Elements Update

6.3. A Public Hearing to Hear and Consider Comments Regarding Proposed Amendments to the Foster City Municipal Code, Title 17 – Zoning, Chapter

17.06, Administration, Construction and Enforcement, and Chapter 17.78 Accessory Dwelling Units
a) Staff Report
b) Open Public Hearing
c) Receive Public Testimony
d) Close Public Hearing
e) Action An Ordinance of the City of Foster City Amending Section

17.06.180 Within Chapter 17.06, “Administration, Construction and Enforcement,” and Section 17.36.110 Within Chapter 17.36, “PD Planned Development Combining District,” of Title 17, “Zoning” of the Foster City Municipal Code to Allow Extensions to Planning Entitlements and Finding the Amendments Exempt from the California Environmental Quality Act (CEQA) Pursuant to CEQA Guideline Section 15061(B)(3) RZ20240006 i) Introduce Ordinance by title only, by motion waive further reading ii) By motion, pass ordinance to second reading
f) Action An Ordinance of the City of Foster City Amending Various Sections Within Chapter 17.78 “Accessory Dwelling Units,” of Title 17 of the Foster City Municipal Code to Ensure Compliance with Changes in State Law Related to Accessory Dwelling Units and Finding the Amendments Exempt from the California Environmental Quality Act (CEQA) Pursuant to CEQA Guideline Section 15061(B)(3) RZ20240006
i) Introduce Ordinance by title only, by motion waive further reading ii) By motion, pass ordinance to second reading
g) Action A Resolution of the City Council of the City of Foster City Adopting PreApproval Design Program for Accessory Dwelling Units (ADUs) and Finding the Approval of the Program Exempt from the California Environmental Quality Act (CEQA) Guidelines Section 15601(B)(3)

6.4. A Public Hearing to Hear and Consider Comments Regarding Amendments to Water Neutrality Growth Ordinance
a) Staff Report
b) Open Public Hearing
c) Receive Public Testimony
d) Close Public Hearing
e) Action – An Ordinance of the Estero Municipal Improvement District Board of Directors Amending Chapter 8.90, Water Neutrality Growth, Within Title 8, Water and Sewer Service, of the Estero Municipal Improvement District Code and Finding the Approval of the Ordinance Exempt from the California Environmental Quality Act (CEQA) Pursuant to Guideline Section 15307 i) Adopt Ordinance

7. COMMUNICATIONS

7.1. City/District Warrants of Demands were Processed and Issued on June 27, 2024, July 5, 2024, and July 16, 2024, and ACH were processed on July 5, 2024
a) Information Item Only
b) No Action Required

8. 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.

9. CLOSED SESSION

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

9.2. 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: (One potential case)

9.3. Report Out from Closed Session

10. 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
Teleconference Location:

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, August 05, 2024 6:30 PM
REGULAR MEETING AS CITY COUNCIL/EMID BOARD OF

DIRECTORS
PURSUANT TO RALPH M. BROWN ACT, ALL VOTES SHALL BE BY ROLL CALL DUE TO COUNCILMEMBER/DIRECTOR JON FROOMIN TELECONFERENCING FROM 1925 BELSPRING COURT, VIRGINIA BEACH, VA 23464

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. 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.

5.1. City/EMID Regular Meeting Minutes of July 15, 2024

6. PUBLIC HEARINGS

6.3. A Public Hearing to Hear and Consider Comments Regarding Proposed Amendments to the Foster City Municipal Code, Title 17 – Zoning, Chapter

7. COMMUNICATIONS

9. CLOSED SESSION

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

9.3. Report Out from Closed Session

10. 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
Teleconference Location:

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, August 05, 2024 6:30 PM
REGULAR MEETING AS CITY COUNCIL/EMID BOARD OF

DIRECTORS
PURSUANT TO RALPH M. BROWN ACT, ALL VOTES SHALL BE BY ROLL CALL DUE TO COUNCILMEMBER/DIRECTOR JON FROOMIN TELECONFERENCING FROM 1925 BELSPRING COURT, VIRGINIA BEACH, VA 23464

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. 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.

5.1. City/EMID Regular Meeting Minutes of July 15, 2024

6. PUBLIC HEARINGS

6.3. A Public Hearing to Hear and Consider Comments Regarding Proposed Amendments to the Foster City Municipal Code, Title 17 – Zoning, Chapter

7. COMMUNICATIONS

9. CLOSED SESSION

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

9.3. Report Out from Closed Session

10. 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
Teleconference Location:

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, August 05, 2024 6:30 PM
REGULAR MEETING AS CITY COUNCIL/EMID BOARD OF

DIRECTORS
PURSUANT TO RALPH M. BROWN ACT, ALL VOTES SHALL BE BY ROLL CALL DUE TO COUNCILMEMBER/DIRECTOR JON FROOMIN TELECONFERENCING FROM 1925 BELSPRING COURT, VIRGINIA BEACH, VA 23464

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. 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.

5.1. City/EMID Regular Meeting Minutes of July 15, 2024

6. PUBLIC HEARINGS

6.3. A Public Hearing to Hear and Consider Comments Regarding Proposed Amendments to the Foster City Municipal Code, Title 17 – Zoning, Chapter

7. COMMUNICATIONS

9. CLOSED SESSION

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

9.3. Report Out from Closed Session

10. 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
Teleconference Location:

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, August 05, 2024 6:30 PM
REGULAR MEETING AS CITY COUNCIL/EMID BOARD OF

DIRECTORS
PURSUANT TO RALPH M. BROWN ACT, ALL VOTES SHALL BE BY ROLL CALL DUE TO COUNCILMEMBER/DIRECTOR JON FROOMIN TELECONFERENCING FROM 1925 BELSPRING COURT, VIRGINIA BEACH, VA 23464

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. 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.

5.1. City/EMID Regular Meeting Minutes of July 15, 2024

6. PUBLIC HEARINGS

6.3. A Public Hearing to Hear and Consider Comments Regarding Proposed Amendments to the Foster City Municipal Code, Title 17 – Zoning, Chapter

7. COMMUNICATIONS

9. CLOSED SESSION

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

9.3. Report Out from Closed Session

10. 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
Teleconference Location:

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, August 05, 2024 6:30 PM
REGULAR MEETING AS CITY COUNCIL/EMID BOARD OF

DIRECTORS
PURSUANT TO RALPH M. BROWN ACT, ALL VOTES SHALL BE BY ROLL CALL DUE TO COUNCILMEMBER/DIRECTOR JON FROOMIN TELECONFERENCING FROM 1925 BELSPRING COURT, VIRGINIA BEACH, VA 23464

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. 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.

5.1. City/EMID Regular Meeting Minutes of July 15, 2024

6. PUBLIC HEARINGS

6.3. A Public Hearing to Hear and Consider Comments Regarding Proposed Amendments to the Foster City Municipal Code, Title 17 – Zoning, Chapter

7. COMMUNICATIONS

9. CLOSED SESSION

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

9.3. Report Out from Closed Session

10. 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 CITY OF FOSTER CITY/
ESTERO MUNICIPAL IMPROVEMENT DISTRICT
FOSTER CITY COUNCIL CHAMBERS
620 FOSTER CITY BOULEVARD
FOSTER CITY, CALIFORNIA
Teleconference Location:

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, August 05, 2024 6:30 PM
REGULAR MEETING AS CITY COUNCIL/EMID BOARD OF

DIRECTORS
PURSUANT TO RALPH M. BROWN ACT, ALL VOTES SHALL BE BY ROLL CALL DUE TO COUNCILMEMBER/DIRECTOR JON FROOMIN TELECONFERENCING FROM 1925 BELSPRING COURT, VIRGINIA BEACH, VA 23464

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. 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.

5.1. City/EMID Regular Meeting Minutes of July 15, 2024

6. PUBLIC HEARINGS

6.3. A Public Hearing to Hear and Consider Comments Regarding Proposed Amendments to the Foster City Municipal Code, Title 17 – Zoning, Chapter

7. COMMUNICATIONS

9. CLOSED SESSION

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

9.3. Report Out from Closed Session

10. 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

7 CITY OF FOSTER CITY/
ESTERO MUNICIPAL IMPROVEMENT DISTRICT
FOSTER CITY COUNCIL CHAMBERS
620 FOSTER CITY BOULEVARD
FOSTER CITY, CALIFORNIA
Teleconference Location:

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, August 05, 2024 6:30 PM
REGULAR MEETING AS CITY COUNCIL/EMID BOARD OF

DIRECTORS
PURSUANT TO RALPH M. BROWN ACT, ALL VOTES SHALL BE BY ROLL CALL DUE TO COUNCILMEMBER/DIRECTOR JON FROOMIN TELECONFERENCING FROM 1925 BELSPRING COURT, VIRGINIA BEACH, VA 23464

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. 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.

5.1. City/EMID Regular Meeting Minutes of July 15, 2024

6. PUBLIC HEARINGS

6.3. A Public Hearing to Hear and Consider Comments Regarding Proposed Amendments to the Foster City Municipal Code, Title 17 – Zoning, Chapter

7. COMMUNICATIONS

9. CLOSED SESSION

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

9.3. Report Out from Closed Session

10. 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

8 CITY OF FOSTER CITY/

ESTERO MUNICIPAL IMPROVEMENT DISTRICT

REGULAR MEETING OF JULY 15, 2024

MINUTES

CALL TO ORDER OF CITY COUNCIL/EMID BOARD OF DIRECTORS

The Regular Meeting of July 15, 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.

Vice Mayor/Vice President Jimenez teleconferenced from Landward Court 1 Harrowby St, London W1H 5HB, United Kingdom.

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:

Stefan Chatwin, City/District Manager ; Denise Bazzano, Assistant City Attorney/District Legal Counsel ; Mary Wagner, Special Legal Counsel; Marlene Subhashini, Assistant City Manager; Diane Pitman, Administrative Services Director ; Derek Schweigart; Parks and Recreation Director; Sofia Mangalam, Community Development Director; Waqas Hassan, Assistant Finance Director ; Cory Call, Police Captain; Kurt Zander, Building Maintenance Manager; Laura Galli, Engineering Manager; Rob Lasky, IT Manager ; Yelena Capello, Management Analyst; Katherine Mendoza, Deputy City Clerk; Shuli Chen, Video Technician ; and Priscilla Schaus, Communications Director/City Clerk/District Secretary.

Assistant City Attorney Bazzano provided clarification for the public that Vice Mayor Jimenez is teleconferencing this meeting via traditional Brown Act regulations related to teleconferencing, which allow participants or officials to participate via telephone or Zoom by following the requirements under the Brown Act and not utilizing th e methods for teleconferencing under AB 2449.

PUBLIC

5.1 5.1 Minutes

9 The following people addressed the City Council via email:

1. Susan Ameel, regarding weekly agenda trends across U.S. municipalities;

2. Avery Rowan, regarding a Water Efficiency Mailing List;

3. Alyssa Wieting, representing C ORA, regarding their application for nonprofit funding; and

4. Anonymous FCResident, regarding remote attendance at meetings for Councilmembers.

The following people addressed the City Council in person:

1. Ed Grore, regarding the nonprofit Peninsula Musical Arts Association;

2. Pam Frisella, regarding the nonprofit Foster City Village;

3. Nilofer Motiwala, regarding the nonprofit Pacific Beach Coalition;

4. Lynn Adams, regarding the nonprofit Pacific Beach Coalition;

5. Alyssa Wieting, regarding the nonprofit CORA; and

6. Evan Adams, regarding the nonprofit Foster City Historical Society.

CONSENT CALENDAR

Motion by M ayor/President Sullivan, seconded by Councilmember/Director Hindi, and carried unanimously by roll call vote, 5-0-0, approving the following items on the City/District Consent Calendar:

City/EMID Consent Calendar

1. City/EMID Regular Meeting Minutes of June 17, 2024;

2. City Resolution No. 2024-68, “A Resolution of the City Council of the City of Foster City Authorizing the Purchase of Nutanix Hyperconverged Servers with a Three- Year Software Subscription from Roundstone Solutions Inc. in an Amount Not to Exceed $100,252.90;”

3. City Resolution No. 2024-69, “A Resolution of the City Council of the City of Foster City Authorizing the Mayor to Execute Two-year Master Services Agreements with 4Leaf, Inc (4LEAF) and West Coast Code Consultants, Inc (WC3), with an Amount Not to Exceed $150,000 Each, for Professional on -call Building Services for Building Inspection and Permit Support Services and Without Limitation for Certain Plan Check Fees That Will Be Payable Directly by the Applicant; Approving the Appropriation of $300,000 to Account No. 001-0820-424-42-51 for Inspection and Permit Support Services; and Finding Approval of the Agreements Exempt From the California Environmental Quality Act (CEQA) Pursuant to CEQA Guidelines 15061(B)(3);”

4. City Resolution No. 2024-70, “A Resolution of the City Council of the City of Foster City Authorizing the Award of Construction Contract to G. Bortolotto & Company, Inc. In the Amount of $1,989,541.55 for the Construction of the Street Rehabilitation Park Pathway Restoration Project (2023-2024) CIP301-716; and the Execution of a Task Order With CSG Consultants in the Amount of $198,940 for Construction Management, Inspection Services, and Material Testing Services;

5.1 5.1 Minutes

10 Appropriation of $500,000 From Fund 102 (Measure A); and Finding the Approval Exempt From the California Environmental Quality Act (CEQA) Pursuant to CEQA Guidelines §15061(B)(3) and 15301(C)—Existing Facilities;”

5. City Resolution No. 2024-71, “A Resolution of the City Council of the City of Foster City Accepting the Work Performed by VSS International, Inc. for the Construction of Street Rehabilitation Project FY21/22 and Park Pathway Restoration Project FY21/22 (CIP 301-703/301-702) and Directing the City Clerk to File the Notice of Completion (CEQA Status: Exempt from CEQA Under Section 15061(B)(3) and 15301(C) – Existing Facilities);”

6. City Resolution No. 2024-72, “A Resolution of the City Council of the City of Foster City Authorizing the Issuance of a Request for Proposals for Citywide Janitorial Services for a Term of October 1, 2024, Through September 30, 2026;”

7. EMID Resolution No. 3767, “A Resolution of the Board of Directors of the Estero Municipal Improvement District Approving the Plans and Specifications, Authorizing
the Call for Bids for the Lift Station 59 Effluent Line Improvements Project (CIP 455- 695) and Finding That the Project is Categorically Exempt Pursuant to the California Environmental Quality Act (CEQA) Guideline 15301(B) – Existing Facilities;” and

8. Minute Order No. 1981, “Receive and Accept the Independent Citizens’ Bond Oversight Committee’s FY 2023-2024 Final Report to the City Council Regarding the Expenditures of Bond Proceeds Associated with the Levee Protection Planning and Improvements Project (CIP 327-657).”

NEW BUSINESS

PLACE A MEASURE ON THE NOVEMBER 5, 2024 GENERAL MUNICIPAL ELECTION BALLOT AMENDING THE BUSINESS LICENSE TAX. CITY RESOLUTION NO. 2024 -

73. Assistant City Attorney Bazzano stated that the Fair Political Practices Commission (FPPC) provided a formal advice letter that, concluded there were no conflicts of interest for Councilmember Kiesel, Vice Mayor Jimenez, and Mayor Sullivan, thus they could participate in decisions concerning the approval of the ballot measure to potentially modify the business license tax. There was no analysis regarding potential conflict of interest for Councilmember Hindi due to a change of facts prior to the final issuance of the FPPC’s formal advice letter .

Councilmember Hindi recuse d himself from this agenda item because he owns a business within Foster City located at 880 E. Hillsdale Blvd. that serves as both a source of income and a business entity that he owns. He also has a financial interest in Gilead Sciences located at 333 Lakeside Drive in Foster City , as he has an investment in the form of stock ownership and income i nterest in the company but stated that he will be making a public comment under FPPC Regulation 18707(a)(3)(B).

Councilmember Hindi left the dais and joined the public at 6:58 p.m., and returned to the dais at 8:33 p.m.

5.1 5.1 Minutes

11 Assistant City Manager Subhashini and Community Development Director Mangalam presented the staff report.

The following people addressed the City Council via email:

1. Sam Chung, representing California Life Sciences;

2. Rosanne Foust , representing San Mateo County Economic Development Association (SAMCEDA);

3. Matt Regan, representing Bay Area Council; and

4. Christy Shirilla, representing Biocom California.

The following people addressed the City Council in person:

1. Mark Hudak, representing Sycomp;

2. Jenny Bach, representing California Life Sciences;

3. Andrew Zingale, representing Gilead Sciences; and

4. Sam Hindi.

Crystal Tilton, representing the Foster City Chamber of Commerce and Christy Shirilla, representing Biocom California, addressed the City Council via teleconference.

Discussion ensued.

Motion by Councilmember Froomin, seconded by Vice Mayor Jimenez , and carried unanimously by roll call vote, 4-0-0, adopting City Resolution No. 2024-73, “A Resolution of the City Council of the City of Foster City Ordering the Submission to the Qualified Voters of the City at the General Municipal Election to b e Held on November 5, 2024, a Measure to Amend Section 5.04.060 (Constitutional Apportionment) of Chapter 5.04 (General Provisions), Sections 5.08.050 (Gross Receipts), 5.08.080 (Solicitor), 5.08.090 (Specialty Contractor), and 5.08.100 (Sworn Statement) of Chapter 5.08 (Definitions), and Section 5.24.010 (Rates) of Chapter 5.24 (Gross Receipts Tax), Within Section I (Business Licenses Generally) of Title 5 (Business Licenses and Regulation) of the Foster City Municipal Code Authorizing the Submittal of Ballot Arguments in Favor of or Against the Measure; Providing for Rebuttal Arguments; And Directing the City Attorney to Prepare an Impartial Analysis.”

COMMUNICATIONS

CITY/DISTRICT WARRANT OF DEMANDS. NO ACTION TAKEN.

City/District Warrants of Demands were Processed and Issued on June 5, 2024, and June 13, 2024, and ACH were processed on June 5, 2024.

CITY/DISTRICT MANAGER REPORTS, COUNCIL/BOARD STATEMENTS AND

REQUESTS, AND COUNCIL LIAISON REPORTS

5.1 5.1 Minutes

12 Vice Mayor/Vice President Jimenez stated that she is seeking appointment on the Board of Directors of the San Mateo Transportation Authority (SMTA) to represent Cities-at- Large of San Mateo County.

Councilmember/Director Froomin thanked staff for their work on the Fourth of July Celebration and on the first night of the Summer Concert Series on July 12. He thanked Code Enforcement Officer Stevenson for his work at the events in enforcing the City’s new Sidewalk Vending Ordinance.

Councilmember/Director Hindi stated that the SFO Airport/Community Roundtable Technical Working Group will hold their meeting on July 16 at 3:30 p.m.in the Foster City Council Chambers Conference Room.

Councilmember/Director Kiesel also praised Code Enforcement Officer Stevenson for his work at City events and emphasized the need for additional help to enforce the new Sidewalk Vending Ordinance.

Mayor/President Sullivan stated that he attended the City’s Fourth of July Celebration. He shared that the City/County Association of Governments of San Mateo County (C/CAG) Airport Land Use Committee meeting on July 25 was cancelled. He attended the opening of HIP Housing’s new location at 111 E. 5th Avenue in San Mateo on June 26 and the Council of Cities meeting in San Mateo on July 28.

CLOSED SESSION

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

1. Conference With Legal Counsel – Anticipated Litigation Initiation of litigation pursuant to paragraph (4) of subdivision (d) of Section 54956.9: (one potential case);

2. 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: (one potential case); and

3. Report Out from Closed Session.

Meeting recessed into Closed Session at 8:40 p.m. and reconvened at 9:08 p.m.

Assistant City Attorney/District Legal Counsel Bazzano reported that no reportable 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 9:08 p.m.

5.1 5.1 Minutes

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DATE:August 5, 2024
TO: Mayor and Members of the City Council
VIA: Stefan Chatwin, City Manager
Marlene Subhashini, Assistant City Manager
FROM: Derek Schweigart, Director, Parks and Recreation
Tiffany Oren, Recreation Manager
Rob Lasky, IT Manager
DEPARTMENT: Parks and Recreation
SUBJECT: AUTHORIZE AGREEMENT WITH MEGA LED TECHNOLOGY
FOR THE REPLACEMENT AND INSTALLATION OF TWO (2)

ELECTRONIC MARQUEE DISPLAY BOARDS AT THE CORNER

OF SHELL AND EAST HILLSDALE BOULEVARDS AND OTHER

RELATED SOFTWARE AND CELLULAR SERVICE IN AN
AMOUNT NOT TO EXCEED $74,845.40, ESTABLISH
CONTINGENCY IN THE AMOUNT OF $7,485, AUTHORIZE A
TOTAL APPROPRIATION OF $82,331 FROM THE EQUIPMENT
REPLACEMENT FUND TO THE ACCOUNT NUMBER 502-0110-
413-4385 FOR FISCAL YEAR 2024-2025; AND FINDING

APPROVAL OF AGREEMENT CATEGORICALLY EXEMPT FROM

REVIEW UNDER THE CALIFORNIA ENVIRONMENTAL QUALITY
ACT (CEQA) GUIDELINES SECTION 15301

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

1. The Mayor to sign an agreement with Mega LED Technology for the replacement and installation of the two (2) electronic marquee display boards for the marquee at the corner of Shell and East Hillsdale boulevards and other related software and cellular service in an amount not to exceed $74,845.40 ; and

2. Establish a contingency in the amount of $7,485 with authorization given to the City Manager or his designee, to execute contract change orders up to the contingency amount if necessary;

3. A total appropriation of $82,331, representing the total contract amount and the

5.2 5.2 Staff Report

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contingency amount, from the Equipment Replacement Fund to the account number 502-0110-413-4385 for fiscal year 2024-2025; and

4.Finding project exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines section 15301 (Class 1-Existing Facilities).

EXECUTIVE SUMMARY
On June 3, 2024, the City Council approved issuance of a Request for Proposals (RFP) for replacement of the two (2) electronic marquee display boards at the corner of Shell and East Hillsdale boulevards. After issuing the RFP and conducting an extensive evaluation process, staff is recommending the proposal from Mega LED Technology for the new boards and installation. The total cost for both replacement display boards and all services is $74,845.40. The proposal includes 5 years of cellular service, with an option for lifetime service for an additional $1,800. Staff is recommending purchasing the lifetime service, as we would pay the same amount to provide a cellular account of our own. Total including the lifetime cellular service is $74,845.40. Staff would also like to establish a contingency in the amount of $7,485 representing 10% of the total contract amount. Of the total amount of $82,331, $52,000 has already been reserved in the Equipment Replacement Fund (ERF) and for the remaining amount of $30,331, there is sufficient ERF fund balance available to appropriate for the funding needed.

BACKGROUND
A Marquee has been located at the corner of Shell and East Hillsdale Boulevards since 1997 for the purpose of providing public information from both the City and various community organizations. The display boards are an effective way to reach the public due to their high visibility and immediate messaging capability. Along with numerous City uses, many local non-profit organizations such as the Foster City youth sports groups, the Foster City Library, and the Foster City Village, can advertise their events in accordance with the City’s policy on use of the Marquee. A copy of the City’s Marquee Policy is attached to this report (Attachment 3).

Prior to 2016 the structure consisted of a single display board. In 2016, the City Council directed staff to consider technology and structural configurations that would increase and maximize viewership, including the addition of a second display board that would be viewable by additional lanes of traffic.

The dual marquee display boards located at the corner of Shell and East Hillsdale Boulevards in Leo J. Ryan Park were installed in 2016. The boards have experienced numerous problems over the past seven years, and staff has worked with 3 different support vendors to perform repairs. Replacement LED panels for the boards are no longer being manufactured, so no further repairs can be made.

Due to the condition of the boards and lack of replacement parts for repairs, staff asked for Council authorization to issue a RFP for replacement of the marquee display boards.

City Council approved the request via Resolution No. 2024-57.

5.2 5.2 Staff Report

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ANALYSIS
Proposals from 8 vendors were received by the City in response to the RFP. One proposal was deemed non-responsive. Excluding the non-responsive bid, Mega LED’s response was the low responsible bid.

Vendor Quote
Screen resolution
(lower is better) Software Cellular
Arrow Sign $154,500.00 10mm
Ignite Opx
cloud-based
software
4G wireless w/ Watchfire
Cellular data plan. Life of
sign data plan.

Blink Signs $106,958.51 10mm
Ignite Opx
cloud-based
software
4G wireless w/ Watchfire
Cellular data plan. Life of
sign data plan.

Dave’s Signs $144,879.30 10mm
ME cloud
software w/
lifetime
subscription
Cell modem + Lifetime
Data
Empire Digital
Signs $74,275.92 9mm
Lifetime cloud-
based software 4G Lite 5yr connectivity
Fluoresco
Services $113,487.50 10mm
Venus Control
Suite Basic 10yr
subscription
Daktronics Verizon
Modem, 4G requires
Daktronics Verizon Cell
data plan
Mega LED
Technology $74,054.40 8mm
Mega Cloud
Software cloud-
based
LTE modem with
60months data 4G LTE
from Verizon or AT&T
Square Signs $124,443.75 10mm
Ignite Opx
cloud-based
software
4G wireless w/ Watchfire
Cellular data plan.

Technology,
Inc.* $56,900.00 10mm
* Vendor did not provide full informational proposal (i.e. Qualifications, organization and staff info, samples, references, etc). Provided equipment quote with prices.

Mega LED Technology was founded in 2007 in Los Angeles. Their headquarters was moved to Texas in 2021, but they maintain a large California customer base. In addition to submitting the lowest bid, Mega LED’s proposal stood out from the competitors in several ways for the following reasons:
•They offer a 5-year parts warranty and a 10-year parts availability guarantee. oThe component parts used to fabricate their panels can change over time, which can lead to color matching issues on older signs. In order to meet their 10-year parts availability guarantee (and avoid the color matching issue), they manufacture extra panels in each generation to store in a

5.2 5.2 Staff Report

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warehouse, ready to ship to customers with older signs. •Mega LED’s proposal is for an 8mm pixel pitch sign.
oOur current sign is 16mm, so the new sign will be double the image quality (for this specification, lower numbers are better).
oThe RFP requirement was 10mm or better. Most other vendors bid 10mm panels.
•Their panels are serviceable by the customer.
oAll the proposals were for signs that were composed of many smaller panels. By breaking up the face of the sign into smaller panels, it prolongs the life of the sign by allowing replacement of just the failed panels vs. needing to replace the entire face of the sign.
oThe Mega LED proposal highlighted how easy it is to replace a failed panel that make up the face of the sign.
oThe City will receive 2 spare panels and 2 spare power supplies to keep on hand, so City staff could perform a panel swap more quickly than waiting for a vendor to come on site.
• Their customer references were government-related.
oReferences included Military bases, schools, NASA, and the Ronald Reagan Library, so they are familiar with working with government contracting.
oThe average length of the references’ relationship with Mega LED was 7 years, and reviews of support and the quality of their work was positive, with one customer saying they have only had to replace 3 panels in 7 years. •Access to the cloud-based software platform used to manage the content on the sign is available for free for the lifetime of the sign. They also included links to video demos of the software.
•A cellular modem is used to communicate with the sign. oThe current sign is connected wirelessly to the Rec Center for communications. With the Rec Center starting construction soon, using cellular for the new sign will alleviate this concern.
oThe proposal includes 5-years of cellular service, with an option for lifetime service for an additional $1,800. Staff is recommending purchasing the lifetime service, as we would pay the same amount to provide a cellular account of our own.

CALIFORNIA EQUALITY QUALITY ACT
This action is categorically exempt from the requirements of the California Environmental Quality Act (CEQA) pursuant to Title 14 California Code of Regulations § 15301 as a Class 1 categorical exemption (Existing Facilities) as it involves the repair of an existing structure.

FISCAL IMPACT
The total not-to-exceed agreement amount of $73,054.40 includes parts and labor and 5

5.2 5.2 Staff Report

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years of cellular service, with an option for lifetime service. After establishing a contingency of $7,485, the total amount to be appropriated is $82,331. Of this amount, $52,000 has already been reserved in the Equipment Replacement Fund (ERF) and for the remaining amount of $30,331, there is sufficient ERF fund balance available to appropriate for the funding needed. Therefore, staff requests Council’s authorization to appropriate $82,331 from the ERF fund balance to the account number 502-0110-413- 4385.

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

ATTACHMENTS
Attachment 1 - Resolution
Attachment 2 - Agreement
Attachment 3 - Marquee Policy

5.2 5.2 Staff Report

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8 RESOLUTION NO.

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

AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH MEGA LED TECHNOLOGY FOR THE REPLACEMENT AND INSTALLATION OF TWO (2)

ELECTRONIC MARQUEE DISPLAY BOARDS AT THE CORNER OF SHELL AND

EAST HILLSDALE BOULEVARDS AND OTHER RELATED SOFTWARE AND CELLULAR SERVICE IN AN AMOUNT NOT TO EXCEED $74,845.40, ESTABLISH CONTINGENCY IN THE AMOUNT OF $7,485, AUTHORIZING A TOTAL APPROPRIATION OF $82,331 FROM THE EQUIPMENT REPLACEMENT FUND TO THE ACCOUNT NUMBER 502-0110-413-4385 FOR FISCAL YEAR 2024-2025; AND

FINDING APPROVAL OF AGREEMENT CATEGORICALLY EXEMPT FROM REVIEW

UNDER THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) GUIDELINES SECTION 15301

CITY OF FOSTER CITY
WHEREAS, a marquee has been located at the corner of Shell and East Hillsdale Boulevards since 1997 for the purpose of providing public information from various community groups; and
WHEREAS, a Request for Proposals (RFP) for replacement of the electronic marquee display boards was released in June 2024 and competitive bids were received; and
WHEREAS, based on the proposals, Mega LED Technology was chosen as the lowest bidder in an amount not to exceed $74,845.40; and WHEREAS, a 10% contingency in the amount of $7,485 is recommended with authorization given to the City Manager or his designee, to execute contract change orders up to the contingency amount; and
WHEREAS, of the total amount of $82,331, $52,000 has already been reserved in the Equipment Replacement Fund (ERF) for the marquee, and for the remaining amount of $30,331, there is sufficient ERF fund balance available to appropriate for the funding needed.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Foster City does hereby find that this project is categorically exempt from the requirements of the California Environmental Quality Act (CEQA) pursuant to Title 14 California Code of Regulations § 15301 as a Class 1 categorical exemption (Existing Facilities) as it involves the repair of an existing structure.

BE IT FURTHER RESOLVED, that the City Council approves and authorizes the Mayor to execute an agreement with Mega LED Technology for the replacement and installation of two (2) electronic marquee display boards for the marquee at the corner of Shell and East Hillsdale Boulevard and other related software and cellular service in an amount not to exceed $74,845.40.

5.2 Attachment 1 - Resolution

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8 BE IT FURTHER RESOLVED that the City Council hereby approves the establishment of a contingency in the amount of $7,485 with authorization given to the City Manager or his designee, to execute contract change orders up to the contingency amount and total appropriation of $82,331 from the equipment replacement fund for FY 24/25.

PASSED AND ADOPTED as a resolution of the City Council of the City of Foster City at the regular meeting held on the 5th day of August 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

PATRICK SULLIVAN, MAYOR
ATTEST:

PRISCILLA SCHAUS, CITY CLERK

5.2 Attachment 1 - Resolution

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6 VENDOR AGREEMENT FOR PRODUCTS AND/OR SERVICES
FOR
REPLACEMENT AND INSTALLATION OF TWO (2) ELECTRONIC MARQUEE

DISPLAY BOARDS AT THE CORNER OF SHELL AND EAST HILLSDALE

BOULEVARDS
This Agreement is made and entered into as of the 5th day of August 2024 by and between the City of Foster City hereinafter called "CITY" and Mega LED Technology, Inc. hereinafter called "VENDOR".

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

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

1. A. Services. The services to be performed by VENDOR under this Agreement are set 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 VENDOR under this Agreement, subject to any changes that may be made subsequently hereto upon the mutual written agreement of the said parties.

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

B. Product. The product to be supplied by VENDOR under this Agreement is set forth in Exhibit A which is, by this reference, incorporated herein and made a part hereof as though it were fully set forth herein.

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

5.2 Attachment 2 - Agreement

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

2. Term; Termination. (a) The term of this Agreement shall commence upon the date hereinabove written and shall expire upon the date enumerated in Exhibit A, delivery of the product or completion of performance of services hereunder by VENDOR, whichever date shall first occur.
(b) Notwithstanding the provisions of (a) above, CITY may with or without cause, direct VENDOR to suspend, delay or interrupt services, in whole or in part, for such periods of time as CITY may determine in its sole discretion. (c) CITY may terminate performance of the services under this Agreement in whole, or from time to time in part, for default, should VENDOR commit a material breach of this Agreement, or part thereof, and not cure such breach within ten (10) calendar days of the date of CITY’s written notice to VENDOR demanding such cure, in which case VENDOR shall be liable to CITY for all loss, cost, expense, damage and liability resulting from such breach and termination. (d) CITY may terminate performance of the services under this Agreement in whole, or from time to time in part, for convenience, whenever CITY determines that such termination is in CITY’s best interests, in which case VENDOR 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. VENDOR shall continue its work throughout the course of any dispute, and VENDOR’s failure to continue work during a dispute shall be a material breach of this Agreement.

3. Compensation; Expenses; Payment. CITY shall compensate VENDOR for all products supplied or services performed by VENDOR hereunder as shown in Exhibit B 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 seventy-four thousand, eight hundred forty-five dollars and forty cents ($74,845.40). Invoices for amounts in excess of seventy-four thousand, eight hundred forty-five dollars and forty cents ($74,845.40): shall not be paid unless additional amounts have been approved in advance of supplying the product, performing the services or incurring the costs and expenses by CITY’s City Manager (for contracts less than $50,000) or City Council (for contracts $50,000 or more) evidenced by motion duly made and carried and a written contract amendment having been executed.

5.2 Attachment 2 - Agreement

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6 Compensation and reimbursement of costs and expenses hereunder shall be payable upon VENDOR meeting contract milestones as defined in Exhibit B. Billing shall include an itemized statement, briefly describing by task and labor category or cost/expense items billed.

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

5. Records. VENDOR shall keep and maintain accurate records of products delivered or of all time expended in performing services and costs and expenses incurred relating thereto. Said records shall be available to CITY for review and copying during regular business hours at VENDOR’s place of business or as otherwise agreed upon by the parties.

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

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

8. Relationship of Parties. VENDOR is an independent Contractor and does not act as CITY’s agent in any capacity, whatsoever. VENDOR is not entitled to any benefits that CITY provides to CITY employees, including, without limitation, worker’s compensation benefits or payments, pension benefits, health benefits or insurance benefits. Terms within this Agreement regarding direction apply to and concern the result of the VENDOR’s provision of Services, not the means, methods, or scheduling of the VENDOR’s work. VENDOR shall be solely responsible for the means, methods, techniques, sequences and procedures with respect to its provision of Services under this Agreement. VENDOR shall pay all payroll taxes imposed by any governmental entity and shall pay all other taxes not specifically identified in this Agreement as CITY’s responsibility.

5.2 Attachment 2 - Agreement

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6 9. Schedule. VENDOR shall adhere to the schedule set forth in Exhibit A; provided, that CITY shall grant reasonable extensions of time for the delivery of products or performance of services occasioned by governmental reviews of VENDOR’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, VENDOR’s officers or employees.

VENDOR acknowledges the importance to CITY of timely delivery of products or services and agrees to put forth its best professional efforts to perform in a manner consistent with that schedule.

10. Force Majeure. Except for defaults of subcontractors at any tier, VENDOR shall not be liable for any excess costs if the failure to perform the Agreement arises from causes beyond the control and without the fault or negligence of VENDOR, including without limitation failure to reasonably mitigate any adverse impacts (Force Majeure). Force Majeure events include 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”). [For consideration if applicable:] Any Force Majeure event with a duration in excess of [TBD by Owner—recommend not less than 30] days entitles either party to terminate this Agreement with written notice to the other party, without further penalty or compensation.

11. VENDOR’s Liability for Injury to Persons or Damage to Property. a. VENDOR shall be liable for damages arising out of injury to the person and/or damage to City property, City employees, persons designated by City for training, or any other person(s) other than VENDOR’s agents or employees, designated by City for any purpose prior to, during, or subsequent to delivery, installation, acceptance, and use of the Products either at VENDOR’s site or at City’s place of business, provided that the injury or damage was caused by VENDOR’s fault or negligence.
b. VENDOR shall not be liable for damages arising out of or caused by an alteration or an attachment not made or installed by VENDOR, or for damage to alterations or attachments that may result from the normal operation and maintenance of the Products in accordance with the Agreement.

5.2 Attachment 2 - Agreement

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6 12. Indemnity. To the fullest extent allowed by law, VENDOR hereby agrees to defend, indemnify, and save harmless CITY and Estero Municipal Improvement District, its Council, boards, commissions, officers, employees, directors, 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 VENDOR or its Subcontractors), 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 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 VENDOR, any Subcontractor, 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 VENDOR shall meet and confer with other parties regarding unpaid defense costs.

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

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

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.

13. Patent, Copyright and Trade Secret Indemnity.
a. VENDOR shall hold City, its officers, agents and employees, harmless from liability of any nature or kind, including costs and expenses, for infringement or use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in connection with the Agreement.
b. VENDOR may be required to furnish a bond to City against any and all loss, damage, costs, expenses, claims and liability for patent, copyright and trade secret infringement.

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6 c. VENDOR, at its own expense, shall defend any action brought against City to the extent that such action is based upon a claim that the Products supplied by VENDOR or the operation of such Products pursuant to a current version of VENDOR supplied operating software infringes a patent or copyright or violates a trade secret.

VENDOR shall pay those costs and damages finally awarded against City in any such action. Such defense and payment shall be conditioned on the following:
i. That VENDOR shall be notified within a reasonable time in writing by City of any notice of such claim; and
ii. That VENDOR shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise, provided, however, that when principles of government or public law are involved, City shall have the option to participate in such action at its own expense. d. Should the Products, or the operation thereof, become, or in VENDOR’s opinion are likely to become, the subject of a claim of infringement of a patent or copyright or a trade secret, City shall permit VENDOR at its option and expense either to procure for City the right to continue using the Products, or to replace or modify the same so that they become non infringing. If none of these options can reasonably be taken, or if the use of such Products by City shall be prevented by injunction, VENDOR agrees to take back such Products and make every reasonable effort to assist City in procuring substitute Products. If, in the sole opinion of City, the return of such infringing Products makes the retention of other Products acquired from VENDOR under the Agreement impractical, City shall then have the option of terminating the Agreement, or applicable portions thereof, without penalty or termination charge.

VENDOR agrees to take back such Products and refund any sums City has paid VENDOR less any reasonable amount for use or damage.
e. VENDOR shall have no liability to City under any provision of this clause with respect to any claim of patent, copyright or trade secret infringement which is based upon.
i. The combination or utilization of Products furnished hereunder with equipment or devices not made or furnished by VENDOR; or
ii. The operation of equipment furnished by VENDOR under the control of any operating software other than, or in addition to, the current version of VENDOR supplied operating software; or
iii. The modification by City of the equipment of software furnished hereunder; or
iv. The combination or utilization of software furnished hereunder with non-VENDOR supplied software.

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6 f. VENDOR certifies that it has appropriate systems and controls in place to ensure that City funds will not be used in the performance of the Agreement for the acquisition, operation or maintenance of computer software in violation of copyright laws.

14. Insurance. Prior to execution of this Agreement, VENDOR shall furnish to CITY Certificates of Insurance showing satisfactory proof that it maintains the insurance required by this Agreement as set forth in EXHIBIT D, Insurance, which are attached and made a part of this Agreement.

VENDOR shall maintain all required insurance throughout the term of this Agreement and as otherwise provided in EXHIBIT D. In the event VENDOR fails to maintain any required insurance, and notwithstanding Paragraph 3 above, CITY may (but is not obligated to) purchase such insurance and deduct or retain premium amounts from any sums due VENDOR under this Agreement (or VENDOR shall promptly reimburse CITY for such expense).

VENDOR shall maintain insurance as required by this Agreement to the fullest amount allowed by law and shall maintain insurance for a minimum of five (5) years following completion of this project or service. In the event VENDOR 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 VENDOR.

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

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

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

CITY: City of Foster City
610 Foster City Boulevard
Foster City, CA 94404-2299
Attention: Stefan Chatwin, City Manager
VENDOR: Mega LED Technology
2601 Pinewood Dr.

Grand Prairie, TX 75051
Attention: David Park, CEO
Email Address: [email protected]

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

19. Substitutions. VENDOR may not substitute any Products or Services without City’s advance written consent. VENDOR shall not use any specification in lieu of those contained in the Agreement without City’s advance written consent.

20. Warranty. Unless otherwise specified, the warranties contained in the Agreement begin after acceptance has occurred.
a. VENDOR warrants that all Products and Services furnished hereunder will conform to the requirements of the Agreement (including all descriptions, specifications and drawings made a part hereof). All Products will be merchantable, fit for their intended purposes, free from all defects in materials and workmanship and to the extent not manufactured pursuant to detailed designs furnished by City, free from defects in design. No approval of designs, specifications or other Services furnished by VENDOR shall relieve VENDOR of its obligations under this warranty.
b. All warranties, including special warranties specified elsewhere herein, shall inure to City, its successors and assigns, and any users of the Products or Services.

21. Samples.
a. City may require samples of items inspection and specification testing and must be furnished free of expense to City. The samples furnished must be identical in all respects to the products bid and/or specified in the Agreement.

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6 b. Samples, if not destroyed by tests, may, upon VENDOR’s request made at the time the sample is furnished, be returned at VENDOR’s expense.

22. Newly Manufactured Products. All Products shall be newly manufactured products; used or reconditioned products are prohibited, unless otherwise specified.

23. Packing and Shipment.
a. All Products shall be packed in suitable containers for protection in shipment and storage, and in accordance with applicable specifications. Each container of a multiple container shipment shall be identified to:
i. show the number of the container and the total number of containers in the shipment; and
ii. the number of the container in which the packing sheet has been enclosed.
b. All shipments by VENDOR or its subcontractors must include packing sheets identifying City’s Contract number; item number; quantity and unit of measure; description of the Products shipped; and appropriate evidence of inspection, if required.
c. Shipments must be made as specified in the Agreement, as it may be amended, or otherwise directed in writing by City.

24. Transportation Costs and Other Fees or Expenses. No charge for delivery, drayage, express, parcel post, packing, cartage, insurance, license fees, permits, cost of bonds, or for any other purpose will be paid by City unless expressly authorized by and itemized in the Agreement. Unless otherwise directed by City in writing, all Products and components thereof shall be delivered f.o.b. Point of Delivery. VENDOR shall select the means and methods of transportation.

25. Inspection, Acceptance and Rejection.
a. VENDOR and its subcontractors shall provide and maintain a quality assurance system acceptable to City covering Products and Services under the Agreement and will tender to City only Products that have been inspected and found to conform to all requirements.

VENDOR will keep records evidencing inspections and their result, and will make these records available to City during the Agreement performance and for three years after final payment. VENDOR shall permit City to review procedures, practices, processes and related documents to determine the acceptability of VENDOR’s quality assurance system or other business practices related to performance of the Agreement.

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6 b. All Products may be subject to inspection and test by City or its authorized representatives.
c. VENDOR and its subcontractors shall provide all reasonable facilities for the safety and convenience of inspectors at no additional cost to City. VENDOR shall furnish to inspectors all information and data as may be reasonably required to perform their inspection. d. All Products may be subject to final inspection, test and acceptance by City, notwithstanding any payment or other inspection. e. City shall give written notice of rejection of Products delivered or Services performed within a reasonable time after receipt of such Products or performance of such Services. Such notice of rejection will state the respects in which the items do not substantially conform to their specifications. If City does not provide such notice of rejection within thirty (30) days of delivery, unless otherwise specified in the Agreement, such Products and Services will be deemed to have been accepted. Acceptance shall not be construed to waive any warranty rights that City might have at law or by express reservation in the Agreement with respect to any nonconformity, or any other rights provided by law.

26. Compliance With Statutes and Regulations. VENDOR covenants that in the performance of the Agreement it will comply with all applicable statutes, rules, regulations and orders of the United States, the State and City, and shall defend, indemnify and hold the City harmless against any loss, cost, damage or liability by reason of VENDOR’s violation of this provision.

27. National Labor Relations Board Certification. VENDOR swears under penalty of perjury that no more than one final, unappealable finding of contempt of court by a federal court has been issued against VENDOR within the immediately preceding two-year period because of VENDOR’s failure to comply with an order of the National Labor Relations Board.

28. Covenant Against Gratuities. VENDOR warrants that no gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by VENDOR, or any agent or representative of VENDOR, to any officer or employee of City with a view toward securing the Agreement or securing favorable treatment with respect to any determinations concerning the performance of the Agreement. For breach or violation of this warranty, City shall have the right to terminate the Agreement, either in whole or in part, and any loss or damage sustained by City in procuring on the open market any items which VENDOR agreed to supply shall be borne and paid for by VENDOR. The rights and remedies of City provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or in equity.

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

30. 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.

31. Governing Law. This Agreement shall be deemed to have been executed in the County of San Mateo, California. The formation, interpretation and performance of this Agreement shall be governed by the laws of the State of California, excluding its conflict of laws rules. Any suit or action initiated by either party shall be brought in the County of San Mateo, California unless the parties agree otherwise in a written amendment to this Agreement. 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.

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

33. Conflict of Interest. VENDOR represents and warrants that it presently has no interest, and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of work and services required under this Agreement. Without limitation, VENDOR represents to and agrees with CITY that VENDOR has disclosed any potential conflict of interest, and will have no future conflict of interest, in providing CITY services hereunder, including but not limited to, any interest (financial, share ownership, shared management, shared directors, or reporting responsibilities) VENDOR may presently have, or will have in the future, with respect to any other person or entity (including but not limited to potential VENDORs, consultants, contractors, or regulatory agency) which may have an interest in the subject matter of the Services.

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

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6 confidentiality provisions and limitations shall remain fully effective indefinitely after VENDOR’s completion of the Agreement.

35. 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.

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

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

CITY OF FOSTER CITY
Dated:

Patrick Sullivan, Mayor
ATTEST:

Dated:

Priscilla Schaus, City Clerk

APPROVED AS TO FORM
Dated:

Benjamin Stock, City Attorney
VENDOR
Dated:

David Park, CEO, Mega LED Technology, Inc.

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6 EXHIBIT A
SCOPE OF WORK and SCHEDULE
FOR
REPLACEMENT AND INSTALLATION OF TWO (2) ELECTRONIC MARQUEE

DISPLAY BOARDS AT THE CORNER OF SHELL AND EAST HILLSDALE

BOULEVARDS
Scope of Deliverables:

Quantity Description
2 MP8-515-SMD Premier Full Color LED Display
•5' 6-1/2" x 16' 1/2"
•8mm Pixel Matrix
•180 x 540 resolution
1 Lifetime Content Editing Cloud-based Software Subscription 1 Lifetime LTE modem data
Scope of Services:

Perform Site Survey
Procure Building and/or Encroachment Permits if necessary Installation/set up of new display boards to existing pipes, connect power Removal/disposal of existing display boards
5-year parts warranty, including shipping of parts
10-year parts availability guarantee
Project Schedule
Project to begin within 1 week of contract execution and complete up to 10 weeks of contract execution.

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6 EXHIBIT B
VENDOR’S FEES and PAYMENT MILESTONES
Summary
Total Contract Services $74,845.40
Itemized Fees NA / Per Quote
Project Payment Schedule
Milestone Amount of Payment
Signed Quote NA
50% upon order $37,422.70
50% upon installation $37,422.70

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6 EXHIBIT C

INSURANCE
VENDOR 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 August 5, 2024, by and between Mega LED Technology, hereinafter referred to as "Vendor”, and the City of Foster City, hereinafter referred to as "City", providing for professional services.

1. Vendor's Duty to Show Proof of Insurance. Vendor, 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 Vendor's acts, errors, or omissions in connection with the performance of Vendor's obligations, as required in this Agreement, shall secure and maintain insurance as described below. Vendor shall not perform any work under this Agreement until Vendor has obtained all insurance required under this section and the required certificates of insurance and all required endorsements have been filed with the City's authorized insurance representative, insurance Tracking Services Inc. (ITS). Receipt of evidence of insurance that does not comply with all applicable insurance requirements shall not constitute a waiver of the insurance requirements set forth herein. The required documents must be signed by the authorized representative of the insurance company shown on the certificate. Upon request, Vendor shall supply proof that such person is an authorized representative thereof, and is authorized to bind the named underwriter(s) and their company to the coverage, limits and termination provisions shown thereon, Vendor shall promptly deliver to ITS a certificate of insurance, and all required endorsements, with respect to each renewal policy, as necessary to demonstrate 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. Vendor shall immediately pay any deductibles and self-insured retentions under all required insurance policies upon the submission of any claim by Vendor or City as an additional insured.

1.1 Insurance Requirements
☒ Commercial General Liability Insurance
Commercial General Liability Insurance including, but not limited to, Contractual Liability Insurance (specifically concerning the indemnity provisions of this Agreement with the City ), Products-Completed Operations Hazard, liability for slander, false arrest and invasion of privacy arising out of professional services rendered hereunder, Personal Injury (including bodily injury and death), and Property Damage for liability arising out of Vendor'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. Vendor 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 one million dollars ($1,000,000) each occurrence and two million dollars ($2,000,000) aggregate.
*Please note, the City will require a separate additional insured endorsement for the Commercial General Liability policy, listing the “City of Foster City, its Council members, officials, agents, officers, and employees”.

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

VENDOR shall require any Subcontractors to provide workers' compensation for all of the Subcontractors' employees, unless the Subcontractors' employees are covered by the insurance afforded by VENDOR. If any class of employees engaged in work or services performed under this Agreement is not covered by California Labor Code section 3700, VENDOR shall provide and/or require each Subcontractor to provide adequate insurance for the coverage of employees not otherwise covered. Vendor shall also maintain employer's liability insurance with limits of one million dollars ($1,000,000) for bodily injury or disease. ☒ 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.

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

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

2. City as Additional Insured
On Vendor's Commercial General Liability and Automobile policies, the City, its Council members, officers, directors, agents, employees, and volunteers, shall be named as additional insureds, 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.

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6 3. Insurance terms and conditions:

3.1 Cancellation of Insurance
The above stated insurance coverages required to be maintained by Vendor shall be maintained until the completion of all of Vendor's obligations under this Agreement except as otherwise indicated herein. Each insurance policy supplied by Vendor shall not be suspended, voided, cancelled or reduced in coverage or in limits except after ten (10) days written notice by Vendor in 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. Vendor 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 Vendor is, or becomes during the term of this Agreement, self-insured or a member of a self-insurance pool, Vendor shall provide coverage equivalent to the insurance coverages and endorsements required above. 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 Vendor is equivalent to the above-required coverages.

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

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

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

Alternatively, City may purchase such required insurance coverage, and without further notice to Vendor, City shall deduct from sums due to Vendor any premiums and associated costs advanced or paid by City for such insurance. If the balance of monies obligated to Vendor pursuant to this Agreement are insufficient to reimburse City for the premiums and any associated costs, Vendor 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 Vendor of its obligation to obtain and maintain the insurance coverages required by this Agreement.

3.7 Should any of the required insurance (other than errors and omissions insurance) be provided under a form of coverage that includes a general annual aggregate limit or provides that claims investigation or legal defenses costs be included in such general aggregate limit, such general annual aggregate limit shall be double the occurrence or claims limit specified above.

3.8 City may (but is under no obligation to) secure project-specific insurance, wrap-up insurance, or administer an owner controlled insurance program ("OCIP"), in which case Vendor and its subcontractors shall communicate this fact to their insurance carriers and request that the

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6 risk of this project be excluded from their practice policies. Vendor's fees under this Agreement (and the fee of its subcontractors under subcontractor agreements) shall be reduced by the amount of insurance premiums that may be avoided by Vendor and its subcontractors 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 Vendor's and subcontractors policies. Construction Manager and its subcontractors 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

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

Named Insured: Effective Work Date(s):

Description of Work/Locations/Vehicles:

ADDITIONAL INSURED: City of Foster City/Estero Municipal Improvement District (CITY) 610 Foster City Boulevard, Foster City, CA 94404
Attention:

Contract Administrator
Endorsement and Certificates of Insurance Required
The Additional Insured, its elected or appointed officers, officials, employees and volunteers are included as insureds with regard to damages and defense of claims arising from: (Check all that apply)
Insurer Policy
No.

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:

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6 EXHIBIT D
COVID-19 AMENDMENT/ATTACHMENT
(Vendor Agreement Form)
This COVID-19 Amendment/Attachment amends the Agreement between City of Foster City (“City”) and Mega LED Technology (“Vendor”) dated August 5, 2024.

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

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

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

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

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

2. COVID-19 Conditions and Proposal. Vendor is expected to know and is deemed to have known about COVID-19 Conditions when it submits its proposal, and COVID-19 Conditions must be accounted for in the Vendor’s price and schedule. In order to be

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6 entitled to any relief from a COVID-19 Condition, the Vendor must demonstrate that the issue, cost or delay is due to an Unknown COVID-19 Condition.

3. Compliance with COVID-19 Proclamations.

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

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

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

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

6. Compensation for COVID-19 Costs. City will reimburse the Vendor for Unknown COVID-19 Costs which are not included in the schedule of values.

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

8. Monitoring and Reporting. City may require the Vendor to actively monitor the health of its workers through temperature checks and questionnaires of major COVID- 19 symptoms, including but not limited to cough, fever above 100.4 degrees Fahrenheit and shortness of breath. Vendor shall immediately report to City any outbreaks of COVID-19 among its workers. The Vendor shall not knowingly allow any worker who has tested positive with COVID-19 to enter a City building. In the event of an outbreak

5.2 Attachment 2 - Agreement

41 2
4 5
6 or an exposure to COVID-19, the City may impose appropriate mitigation strategies which may be in consultation with the public health officer.

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

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

VENDOR: CITY:

Signature Signature
Print Name & Title Print Name & Title

5.2 Attachment 2 - Agreement

42 5.2
Attachment 3 - Marquee Policy

43 6
9 6
DATE: August 5, 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/City Engineer DEPARTMENT: Public Works
SUBJECT: TASK ORDER NO. HBG-2024-02 (TO #2) TO THE MASTER

ENVIRONMENTAL SERVICES AGREEMENT WITH HUFFMAN
BROADWAY GROUP, INC. IN THE AMOUNT NOT-TO-EXCEED
$111,300, FOR REGULATORY AGENCY REQUIRED

MITIGATION MONITORING AND COMPLIANCE REPORTING

ASSOCIATED WITH THE LEVEE PROTECTION PLANNING AND
IMPROVEMENTS PROJECT (CIP 327-657)

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

1. The Mayor to execute Task Order No. HBG-2024-02 (TO #2) to the Master Environmental Services Agreement with Huffman Broadway Group, Inc. (HBG), in the amount not-to-exceed $111,300, to provide post-construction professional services for regulatory agency required mitigation monitoring and compliance reporting for the Levee Protection Planning and Improvements Project (CIP 327-657); and

2. A project contingency in the amount of $12,000 with authority given to the City Manager to execute task order amendments up to the contingency amount, if necessary.

EXECUTIVE SUMMARY
Staff utilizes as-needed professional environmental services from HBG through task orders under an approved master agreement. The execution of TO #2 with HBG is

5.3 5.3 Staff Report

44 6
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necessary to ensure mitigation performance success standards are met for all project mitigation planting included in CIP 327-657 for the levee project as required by regulatory agencies. Funding is available for post-construction monitoring services in the project budget for CIP 327-657.

BACKGROUND
CIP 327-657 was authorized by several environmental regulatory agencies including the San Francisco Bay Conservation and Development Commission, Army Corps of Engineers, San Francisco Bay Regional Water Quality Control Board, and the California Department of Fish and Wildlife. As a condition of the project compliance by the environmental regulatory agencies authorizing CIP 327-657, the City is required to conduct post-construction biological mitigation performance, maintenance monitoring and reporting in order to ensure survivorship of the project’s mitigation planting of permitted vegetation (native hydroseeded areas and shrubs) that was required to offset construction impacts. In addition, the mitigation planting also provides adequate shelter and protection for various endangered species that live within the slough area. The mitigation monitoring and reporting is required for three years following completion of construction.

On October 17, 2022, the City Council/EMID Board adopted City Resolution No. 2022- 123 and EMID Resolution No. 3686 awarding a master agreement for professional on- call environmental services to HBG. Professional services as part of this agreement include preparation of permit applications and supporting documentation to obtain authorizations from regulatory agencies, prepare surveys and impact analyses for CEQA and NEPA review, perform on-site monitoring during construction, perform biological surveys and analysis, prepare mitigation plans to satisfy regulatory agency approval, prepare technical reports for regulatory agencies, and other services as identified.

On January 22, 2024, the City Manager executed Task Order No. One (TO #1) (HBG- 2024-01), in the amount of $45,000 to perform mitigation monitoring and reporting for quarter one and two of the 2024 calendar year for CIP 327-657.

ANALYSIS
Although construction of the Levee has been completed and the Notice of Completion filed, work associated with satisfying regulatory agency requirements remains for the three years following construction completion. TO #2 will allow HBG to provide the required monitoring and reporting for the remaining 2024 calendar year and an additional two years to remain compliant with regulatory agency conditions. HBG provided biological monitoring and support for CIP 327-657 as a sub-consultant to the Levee Project’s Design Team. Given their familiarity with the project scope and related permits, and having performed mitigation monitoring and reporting successfully for the first half of the 2024 calendar year, staff is recommending that the City Council approve

5.3 5.3 Staff Report

45 6
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TO #2 with HBG. The firm’s President, Terry Huffman will continue to act as staff’s point of contact for the project.

The TO #2 schedule would cover the second half of the 2024 calendar year and two additional years. The scope of work for TO #2 includes tasks such as:
•Maintenance monitoring and documentation
•Water quality monitoring and documentation
•Channel cross section surveys
•Vegetation performance monitoring and documentation
•Hydrology performance monitoring and documentation
•Recommendations for maintenance action
•Agency coordination and field review meetings/inspections •Annual Report preparation and submittal
It is important that the plantings on the bay side of the levee have an opportunity to re- establish as they are vital to providing adequate shelter and protection for various endangered species that live within the slough area. HBG will identify locations where replanting is required. In addition, HBG will identify locations where invasive species should be removed. The City, through either a separate contract or in-house staff will implement HBG’s recommendations. The TO #2 scope is further detailed in Attachment 2 of this report. The final reporting and close-out are expected in January 2027.

CEQA
An Environmental Impact Report was prepared and certified for the Levee Protection Planning and Improvements Project (State Clearinghouse No. 2016012012). The mitigation monitoring was contemplated as part of the EIR and therefore no substantial changes to the project or its circumstances nor has any new information become available that needs to be considered pursuant to CEQA Guidelines section 15162.

FISCAL IMPACT
The proposed fees in the amount of $111,300 have been negotiated and determined reasonable based on the scope of services. Additionally, a project contingency in the amount of $12,000 is recommended to pay for additional services to mitigate unforeseen tasks or for additional services that may be required. The proposed resolution would authorize the City Manager to execute task order amendments, as needed, up to the contingency amount. Funding is available for post construction monitoring services in the project budget for CIP 327-657.

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

5.3 5.3 Staff Report

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ATTACHMENTS:

Attachment 1 – Resolution
Attachment 2 – Task Order No. HBG-2024-02

5.3 5.3 Staff Report

47 RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FOSTER CITY AUTHORIZING (1) TASK ORDER NO. HBG-2024-02 TO THE MASTER

ENVIRONMENTAL SERVICES AGREEMENT WITH HUFFMAN BROADWAY GROUP, INC., IN THE AMOUNT NOT-TO-EXCEED $111,300 FOR POST-CONSTRUCTION

PROFESSIONAL SERVICES FOR REGULATORY AGENCY REQUIRED MITIGATION

MONITORING AND COMPLIANCE REPORTING FOR THE LEVEE PROTECTION PLANNING AND IMPROVEMENTS PROJECT (CIP 327-657); AND (2) A PROJECT CONTINGENCY IN THE AMOUNT OF $12,000 WITH AUTHORITY GIVEN TO THE

CITY MANAGER TO EXECUTE TASK ORDER AMENDMENTS UP TO THE CONTINGENCY AMOUNT, IF NECESSARY; CEQA STATUS: ENVIRONMENTAL

IMPACT REPORT WAS PREPARED FOR THE LEVEE PROTECTION PLANNING AND IMPROVEMENTS PROJECT (STATE CLEARINGHOUSE NO. 20106012012)

CITY OF FOSTER CITY
WHEREAS, the City Council adopted Resolution No. 2022-123 on October 17, 2022, approving the Master Environmental Services Agreement for Professional On-Call Environmental Support Services with Huffman Broadway Group, Inc. (HBG); and WHEREAS, services provided as part of the Master Environmental Services Agreement are authorized through specific task orders issued by the City; and WHEREAS, the City is required to conduct biological mitigation performance and maintenance monitoring and reporting as required as a condition of the project compliance by the environmental regulatory agencies authorizing CIP 327-657; and WHEREAS, HBG has an in-depth project understanding, knowledge of the City’s regulatory permits, experience and specialized skills to provide the services desired by the City; and
WHEREAS, the terms and fees of the task order no. HBG-2024-02 have been negotiated and determined reasonable based on the scope of services to be provided; and
WHEREAS, funding is available for post-construction monitoring in the approved project budget for CIP 327-657; and
WHEREAS, an Environmental Impact Report was prepared and certified for the Levee Protection Planning and Improvements Project (State Clearinghouse No. 2016012012). The mitigation monitoring was contemplated as part of the EIR and therefore no substantial changes to the project or its circumstances nor has any new information become available that needs to be considered pursuant to CEQA Guidelines section 15162.

5.3 Attachment 1 - Resolution

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

1. The Mayor to execute Task Order No. Two with HBG in the amount of $111,300 to provide post-construction professional services for regulatory agency required mitigation monitoring and compliance reporting for the Levee Protection Planning and Improvements Project (CIP 327-657) for the periods stated therein; and

2. A project contingency in the amount of $12,000 with authority given to the City Manager to execute task order amendments, as needed, up to the contingency amount.

PASSED AND ADOPTED as a resolution of the City Council of the City of Foster City at the regular meeting held on the 5th day of August, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

PATRICK SULLIVAN, MAYOR
ATTEST:

PRISCILLA SCHAUS, CITY CLERK

5.3 Attachment 1 - Resolution

49 1 Updated 4/20/2021

TASK ORDER
TASK ORDER NO. HBG-2024-02

TO MASTER ENVIRONMENTAL SERVICES AGREEMENT
FOR

REGULATORY AGENCY REQUIRED MITIGATION MONITORING AND

COMPLIANCE REPORTING ASSOCIATED WITH THE FOSTER CITY LEVEE PROTECTION PLANNING AND IMPROVEMENT PROJECT (CIP 327-657) This Task Order No. HBG-2024-02 ("Task Order") is made and entered into by and between the City of Foster City/Estero Municipal Improvement District (“City/District”) and Huffman-Broadway Group, Inc. ("Consultant") on August 5, 2024.

RECITAL
A. City and Consultant entered into an agreement entitled Master Environmental Services Agreement ("Agreement"), by which the Consultant agreed to perform professional on-call environmental support services in accordance with Task Orders issued by the City.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

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

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

3. PAYMENT. For services performed by Consultant in accordance with this Task Order, City will compensate Consultant in accordance with the terms and conditions of the Agreement and in accordance with the schedule attached hereto as Exhibit A, in an amount not to exceed $111,300 (including all hourly billings as well as reimbursable costs.

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

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

City of Foster City Consultant
_____________________________ _________________________ By: ___________________________ By: Terry Huffman
Title: Mayor Title: President
Date: _________________________ Date: _____________________ Tax ID No.: 94-3074848

5.3 Attachment 2 - Task Order No. HBG-2024-02

50 2 Updated 4/20/2021

EXHIBIT A

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

PROFESSIONAL ON-CALL ENVIRONMENTAL SERVICES

SERVICES TO BE PROVIDED
This is an Exhibit attached to and made a part of and incorporated by reference to the Task Order No.

HBG-2024-02 ("Task Order") , by and between Huffman-Broadway Group, Inc., hereinafter referred to as "CONSULTANT" and the City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "CITY/DISTRICT" providing for professional services.

1. DESCRIPTION OF SERVICES - Huffman-Broadway Group, Inc. (HBG) will conduct biological mitigation performance and maintenance monitoring and reporting as required as a condition of Project compliance by the environmental regulatory agencies authorizing the Foster City Levee Protection Planning and Improvement Project (CIP-657) (Project). The environmental regulatory agencies include the Corps of Engineers, San Francisco Bay Regional Water Quality Control Board, US Fish and Wildlife Service, San Francisco Bay Conservation and Development Commission, and the California Department of Fish and Wildlife (Regulatory Agencies). Location: Monitoring shall be performed within Phase 1, 2, and 3 and O’Neill Slough, where project plantings were installed (e.g., shrubs and hydroseeding).

2. BASIC SERVICES:

Task 1. Mitigation Monitoring Year 1 (07/01/24-12/31/24). HBG will continue to conduct annual mitigation performance and maintenance monitoring. The purpose of the monitoring is to identify any need for maintenance to be conducted by the Permittee to ensure mitigation performance success standards required by the Regulatory Agencies are met. An annual monitoring report (for Year 1, 2024 monitoring) will be prepared in accordance with agency requirements and submitted to the Regulatory Agencies annually upon client approval. All monitoring and reporting activities will be conducted in accordance with the conditions of project authorization.

HBG will coordinate with client and other designated representatives regarding project status and needs related to the above work tasks, and to project issues related to project design and implementation on an as-needed basis through telephone calls, meetings, and written documentation.

Task activities being conducted include:

1. Year 1 maintenance monitoring & documentation (Q3 & Q4)

2. Year 1 water quality monitoring & documentation (Q3 & Q4)

3. Year 1 channel cross sections survey (by end of 2024)

4. Year 1 vegetation performance monitoring & documentation

5. Year 1 hydrology performance monitoring & documentation

6. Year 1 recommendation of maintenance action to be taken, if needed, for performance standards to be met (Q3 & Q4)

7. Respond to agency comments

8. Attending City and regulatory agency field review(s), if required.

Assumptions for Mitigation Monitoring

1.Permittee / owner is responsible for performing maintenance identified during site monitoring that is needed to satisfy mitigation performance standards. The work can be performed by the Permittee or landscape contractor. (Estimated to be $30,000 spread over 3 years or $10,000 /

5.3 Attachment 2 - Task Order No. HBG-2024-02

51 3 Updated 4/20/2021
year). This cost is not part of HBG’s costs as identified in this proposal.

2.Participation in two (2) agency on-site project meetings / inspections. HBG will try to coordinate meetings, so they occur when mitigation or maintenance monitoring occurs.

3.Participate in two (2) virtual Client meetings. Assumes one half (0.5) hour per meeting.

4.It is estimated that a total of 83 work hours per year plus expenses will be necessary for this task.

Task 2. Mitigation Monitoring, Year 2 (01/01/25-12/31/25). HBG will continue to conduct annual mitigation performance and maintenance monitoring. The purpose of the monitoring is to identify any need for maintenance to be conducted by the Permittee to ensure mitigation performance success standards required by the Regulatory Agencies are met. An annual monitoring report (for Year 1, 2024 monitoring) will be prepared in accordance with agency requirements and submitted to the Regulatory Agencies annually upon client approval. All monitoring and reporting activities will be conducted in accordance with the conditions of project authorization.

Task activities to be conducted include:

1. Year 2 maintenance monitoring & documentation (quarterly)

2. Year 2 water quality monitoring & documentation (quarterly)

3. Year 2 channel cross sections survey (by end of year)

4. Year 2 vegetation performance monitoring & documentation

5. Year 2 hydrology performance monitoring & documentation

6. Year 2 recommendation of maintenance action to be taken, if needed, for performance standards to be met (quarterly)

7. Prepare agency required Year 1 monitoring report (due January 2025)

8. Submit Year 1 annual report for client review & comment prior to submission to Regulatory Agencies (January 2025)

9. Submit Year 1 annual report to Regulatory Agencies (end of January 2025)

10. Respond to agency comments

11. Attending city and regulatory agency field review(s), if required.

Assumptions for Mitigation Monitoring

1. Permittee / owner is responsible for performing maintenance identified during site monitoring that is needed to satisfy mitigation performance standards. The work can be performed by the Permittee or landscape contractor. (Estimated to be $30,000 spread over 3 years or $10,000 / year). This cost is not part of HBG’s costs as identified in this proposal.

2. Participation in two (2) agency on-site or virtual project meetings / inspections. HBG will try to coordinate meetings, so they occur when mitigation or maintenance monitoring occurs.

3. Participation in two (2) on-site project meetings with Client and/or landscape contractor for the purpose of coordinating wetland landscape maintenance activities. Assumes fourteen (14) hours.

4. Participate in two (2) virtual Client meetings. Assumes one half (0.5) hour per meeting.

5. It is estimated that a total of 165 work hours per year plus expenses will be necessary for this task.

Task 3. Mitigation Monitoring: Year 3 (01/01/26-12/31/26). HBG will continue to conduct annual mitigation performance and maintenance monitoring. The purpose of the monitoring is to identify any need for maintenance to be conducted by the Permittee to ensure mitigation performance success standards required by the Regulatory Agencies are met. All monitoring and reporting activities will be conducted in accordance with the conditions of project authorization.

5.3 Attachment 2 - Task Order No. HBG-2024-02

52 4 Updated 4/20/2021
HBG will coordinate with client and other designated representatives regarding project status and needs related to the above work tasks, and to project issues related to project design and implementation on an as-needed basis through telephone calls, meetings, and written documentation.

Task activities to be conducted include:

1.Year 3 maintenance monitoring & documentation (quarterly)

2.Year 3 water quality monitoring & documentation (quarterly)

3.Year 3 channel cross sections survey (by end of year)

4.Year 3 vegetation performance monitoring & documentation

5.Year 3 hydrology performance monitoring & documentation

6.Year 3 recommendation of maintenance action to be taken, if needed, for performance standards to be met (quarterly)

7.Prepare agency required Year 2 monitoring report (January 2026)

8.Submit Year 2 annual report for client review & comment prior to submission to Regulatory Agencies (January 2026)

9.Submit Year 2 annual report to Regulatory Agencies (end of January 2026)

10.Respond to agency comments

11.Attending city and regulatory agency field review(s), if required.

Assumptions for Mitigation Monitoring

1. Permittee / owner is responsible for performing maintenance identified during site monitoring that is needed to satisfy mitigation performance standards. The work can be performed by the Permittee or landscape contractor. (Estimated to be $30,000 spread over 3 years or $10,000 / year). This cost is not part of HBG’s costs as identified in this proposal.

2. Participation in two (2) agency on-site or virtual project meetings / inspections. HBG will try to coordinate meetings, so they occur when mitigation or maintenance monitoring occurs.

3. Participation in two (2) on-site project meetings with Client and/or landscape contractor for the purpose of coordinating wetland landscape maintenance activities. Assumes fourteen (14) hours.

4. Participate in two (2) virtual Client meetings. Assumes one half (0.5) hour per meeting.

5. It is estimated that a total of 165 work hours per year plus expenses will be necessary for this task.

Task 4. Mitigation Monitoring Close Out (01/01/27-12/31/27). HBG will prepare an annual monitoring report (Year 3, 2026) in accordance with agency requirements and submit it to the Regulatory Agencies upon client approval.

As a condition of regulatory agency authorizations, an official determination of completion in writing can be requested by the permittee once the 3-year mitigation / maintenance monitoring period has been completed and all mitigation performance standards have been successfully achieved. HBG will prepare a technical letter request following submission of the Year 3 monitoring report at the end of January 2027 to the Regulatory Agencies which demonstrates that the mitigation has been successfully completed and no further monitoring or maintenance is required and submit letter to Client for review and approval. Once client approval is received, HBG will submit a letter request to the Regulatory Agencies for a mitigation completion determination and acknowledgement either by letter or email that all mitigation requirements have been satisfied.

Task activities to be conducted include:

1. Prepare agency required Year 3 monitoring report (due January 2027)

5.3 Attachment 2 - Task Order No. HBG-2024-02

53 5 Updated 4/20/2021

2. Submit Year 3 annual report for client review & comment prior to submission to Regulatory Agencies (January 2027)

3. Submit Year 3 annual report to Regulatory Agencies (end of January 2027)

4. Respond to agency comments

5. Attend regulatory field review, if required.

Assumptions for Year 3 monitoring Report Preparation and Determination of Mitigation Completion.

1. This proposal assumes the Regulatory Agency’s required performance standards will be met in 3 years upon submission of the Year 3 monitoring report.

2. Preparation of the technical letter with figures and photos is estimated to take 12 hours.

3. Participation in one (1) on-site interagency mitigation site project inspection. Assumes eight (8) hour meeting.

4. Participate in three (3) virtual client meetings. Assumes one half (0.5) hour per meeting.

5. It is estimated that a total of 100 work hours plus expenses will be necessary for this task.

PAYMENTS and SCHEDULE

1. The maximum payment to CONSULTANT under this Task Order for the Project shall be:
$111,300

2. TIMES OF PAYMENTS: On a monthly basis or as invoices received.

3. Invoices shall specify task under which the work was performed, number of hours, hourly rate for all personnel, materials used and cost for materials.

4. Consultant shall furnish a monthly summary that shall include the following:
1 Narrative of specific accomplishments, inspections, etc. during the reporting period. 2 Current period and cumulative expenditures under this Task Order to date. 3 Approved budget and balance remaining.
4 Itemization by Task.
5 Actual cost to complete each task within each project.

5. Invoices are to be submitted monthly. The invoice shall be accompanied by a cost breakdown, in approved format.

HBG will compile the necessary documentation and coordinate with appropriate parties to provide the work products and coordination services as closely as possible to the estimated schedule and costs indicated in the table below. Cost estimate is a not to exceed cost without prior Client authorization.

Task Work Products Estimated
Completion
Estimated
Costs ($)
Task 1. Mitigation
Monitoring, Second Half,
Year 1 (7/01/24-12/31/24)

1.Maintenance recommendations in email, if any
(Quarterly)
12/31/24 12,900
Task 2. Mitigation
Monitoring Year 2
(01/01/25-12/31/25)

1.Maintenance recommendations in email, if any
(Quarterly)

2.Year 1 Mitigation Monitoring Report
12/31/25 39,200
Task 3. Mitigation
Monitoring Year 3
(01/01/26-12/31/26)

1.Maintenance recommendations in email, if any
(Quarterly)

2.Year 2 Mitigation Monitoring Report
12/31/26 39,200

5.3 Attachment 2 - Task Order No. HBG-2024-02

54 6 Updated 4/20/2021
Task Work Products Estimated
Completion
Estimated
Costs ($)
Task 4. Mitigation
Monitoring Close Out:
01/01/27-12/31/27

1.Year 3 Mitigation Monitoring Report

2.Technical letter request with supporting
documentation requesting release from further
mitigation
12/31/27 20,000
SUBTOTALS 111,300
CONTINGENCY Requires prior written authorization from City Manager or designee
12,000
TOTALS+CONTINGENCY 123,300

END OF EXHIBIT A

5.3 Attachment 2 - Task Order No. HBG-2024-02

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DATE: August 5, 2024

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

FROM: Andrew Brozyna, Public Works Director/City Engineer Laura Galli, Engineering Manager
DEPARTMENT: Public Works
SUBJECT: TASK ORDER CSG-2024-02 WITH CSG CONSULTANTS, INC.

FOR ON-CALL PROFESSIONAL ENGINEERING AND

TEMPORARY STAFF AUGMENTATION SERVICES IN THE
AMOUNT OF $100,000 FOR CITY/DISTRICT PROJECTS; AND

FINDING APPROVAL EXEMPT FROM THE CALIFORNIA

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

RECOMMENDATION
It is recommended that the City Council/EMID Board adopt the attached resolutions approving Task Order CSG-2024-02 with CSG Consultants, Inc. (CSG) in the amount of $100,000 for projects that are non-reimbursable (“City Projects”) for on-call professional engineering and temporary staff augmentation services under the Master Professional Civil Engineering Services Agreement dated July 18, 2022; and finding approval of the Task Order exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines § 15061(b)(3).

EXECUTIVE SUMMARY
Task Order CSG-2024-02 will provide on-call professional engineering and temporary staff augmentation services by CSG, for the not to exceed amount of $100,000 for City Projects. Approving this Task Order will provide augmented staffing to enable the Engineering Division to meet deadlines and to facilitate progress on tasks, programs and

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projects, such as managing capital improvement projects, the stormwater program, building permit reviews, and other services as needed.

BACKGROUND/ANALYSIS
On July 18, 2022, the City Council/EMID Board adopted Resolution Nos. 2022-87 and 3665 approving a Master Professional Civil Engineering Services Agreement with CSG for a three-year term, under which the City/District can access on-call professional engineering services to carry out a specific task or project with the approval of a Task Order by the City/District Manager or City Council/EMID Board (depending upon the scope of the task).

Under the Master Agreement, six Task Orders have been issued to CSG as follows:

•CSG-2022-01 on August 1, 2022 in the amount of $100,000 for staff augmentation services for private land development review, building permit review, CIP assistance and other services as needed;
•CSG-2022-02 on August 25, 2022 in the amount of $10,000 for NPDES Program assistance and Preparation of the Annual NPDES Report;
•CSG-2022-03 on October 11, 2022 in the amount of $10,000 for materials testing services for the CIP 301-697 paving project;
•CSG-2023-08 on April 3, 2023 in the amount of $112,200 to provide daily inspection and construction support services for CIP 301-703 and CIP 301-702 Street Rehabilitation and Park Pathways Projects;
•CSG-2023-09 on June 5, 2023 in the amount of $250,000 for staff augmentation services to perform review of permit applications for 60 wireless permit installations, building permit reviews, land development review, project management support for CIP 405-704 Water Transmission and Distribution Systems Improvements, project management support for CIP 455-705 Emergency Generator Replacements Project, and inspection services for CIP 327-657 Levee Improvements Project; and
•CSG 2024-01 on July 15, 2024 in the amount of $198,940 for construction management, inspection services and materials testing services for CIP 716 – Street Rehabilitation and Park Pathway Restoration Project, starting construction next month.

The City/EMID’s Engineering Division has experienced several vacancies; the most recent vacancies were created at the end of November 2023. Since April 2023, the Engineering Division has successfully recruited two (2) assistant engineers and one (1) associate engineer (that should be starting within the next couple of months). New employees will require onboarding time to learn the department’s various programs and processes.

Onboarding and education will require support from the Division’s senior personnel. CSG Consultants, Inc. has been providing general staff augmentation services under the Master Professional Civil Engineering Services Agreement since August 1, 2022 and can assist with this transition. Specifically, CSG is managing two projects, CIP405-704 (Large

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Water Meter Replacements Project) and CIP455-705 (Emergency Generator Replacements Project) under the current Task Order while recruitment efforts have been ongoing. These projects require intricate knowledge of City systems that would be challenging to replace quickly. The continued provision of CSG’s staff augmentation services will facilitate the transition of workload to new employees.

As the Engineering Division is anticipated to be fully staffed within the next couple of months, future planning within the Division will focus on reducing augmentation services and fully utilizing its newest staff members once onboarding is complete.

The proposed Task Order assumes that the assigned work will be performed by an Associate Engineer or lower. The Associate Engineer rate is $200 per hour. The Division’s on-call services budget and funding from any CIPs supported is anticipated to be adequate to pay for non-reimbursable project costs up to the $100,000 task order limit.

CSG has demonstrated that it is well qualified to perform the work necessary to support the department’s programs and projects.

CEQA
The Resolutions approving the Task Order are 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 and if a “project,” is exempt under the “common sense” exception (14 Cal. Code Regs. § 15061(b)(3)) because it can be seen with certainty that there is no possibility that this action may have a significant effect on the environment.

FISCAL IMPACT
Task Order CSG-2024-02 sets a not-to-exceed limit of $100,000 for work completed for City Projects. Funding is available in the Engineering Division On-Call Engineering Services budget, and CIP project funds.

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

Attachment 1 – City Resolution
Attachment 2 – EMID Resolution
Attachment 3 – Task Order CSG 2024-02

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3 RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FOSTER CITY APPROVING TASK ORDER CSG-2024-02 WITH CSG CONSULTANTS, INC. FOR ON-

CALL PROFESSIONAL ENGINEERING AND TEMPORARY STAFF AUGMENTATION SERVICES IN THE AMOUNT OF $100,000 FOR CITY PROJECTS AND FINDING THAT

THE PROJECT IS CATEGORICALLY EXEMPT PURSUANT TO THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) GUIDELINES §15061(B)(3))

CITY OF FOSTER CITY
WHEREAS, on July 18, 2022, the City Council adopted Resolution No. 2022-87 approving a Master Professional Civil Engineering Services Agreement with CSG Consultants for on-call work as needed; and
WHEREAS, the Engineering Division is onboarding three new engineers and one senior engineering technician; and
WHEREAS, CSG Consultants, Inc. has been providing general staff augmentation services through the Master Professional Civil Engineering Services Agreement since August 1, 2022 and has demonstrated that it is well qualified to perform the work necessary to support the department; and
WHEREAS, Task Order CSG-2024-02 will provide on-call professional engineering and temporary staff augmentation services to support the delivery of the City’s Capital Improvement Program, building permit review, assistance with the stormwater program and preparation of the NPDES annual report, and other services as needed.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Foster City approves Task Order CSG-2024-02 with CSG Consultants, Inc. for on-call professional engineering and temporary staff augmentation services in the amount of $100,000 for City projects.

PASSED AND ADOPTED as a resolution of the City Council of the City of Foster City at the regular meeting held on the 5th day of August, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
________________________________

PATRICK SULLIVAN, MAYOR
ATTEST:
_____________________________________

PRISCILLA SCHAUS, CITY CLERK

5.4 Attachment 1 - City Resolution

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4 RESOLUTION NO.

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ESTERO MUNICIPAL IMPROVEMENT DISTRICT APPROVING TASK ORDER CSG-2024-02 WITH CSG CONSULTANTS, INC. FOR ON-CALL PROFESSIONAL ENGINEERING AND TEMPORARY STAFF AUGMENTATION SERVICES IN THE AMOUNT OF $100,000

FOR DISTRICT PROJECTS AND FINDING THAT THE PROJECT IS CATEGORICALLY

EXEMPT PURSUANT TO THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) GUIDELINES §15061(B)(3))

ESTERO MUNICIPAL IMPROVEMENT DISTRICT
WHEREAS, on July 18, 2022, the EMID Board of Directors adopted Resolution No. 3665 approving a Master Professional Civil Engineering Services Agreement with CSG Consultants for on-call work as needed; and
WHEREAS, the Engineering Division is onboarding three new engineers and one senior engineering technician; and
WHEREAS, CSG Consultants, Inc. has been providing general staff augmentation services through the Master Professional Civil Engineering Services Agreement since August 1, 2022 and has demonstrated that it is well qualified to perform the work necessary to support the department; and
WHEREAS, Task Order CSG-2024-02 will provide on-call professional engineering and temporary staff augmentation services to support the delivery of the District’s Capital Improvement Program, building permit review, assistance with stormwater program and preparation of the NPDES annual report, and other services as needed.

NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of the Estero Municipal Improvement District does hereby approve Task Order CSG-2024-02 with CSG Consultants, Inc. for on-call professional engineering and temporary staff augmentation services in the amount of $100,000 for District projects.

5.4 Attachment 2 - EMID Resolution

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4 PASSED AND ADOPTED as a resolution of the Board of Directors of the Estero Municipal Improvement District at the regular meeting held on the 5th day of August, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
________________________________

PATRICK SULLIVAN, PRESIDENT
ATTEST:
_____________________________________

PRISCILLA SCHAUS, DISTRICT SECRETARY

5.4 Attachment 2 - EMID Resolution

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TASK ORDER NO. CSG-2024-02

TO MASTER PROFESSIONAL CIVIL ENGINEERING SERVICES AGREEMENT This Task Order No. CSG-2024-02 ("Task Order") is made and entered into by and between the City of Foster City/Estero Municipal Improvement District (“City/District”) and CSG Consultants ("Consultant").

RECITAL
A. City/District and Consultant entered into an agreement entitled Master Professional Civil Engineering Services Agreement ("Agreement") on July 18, 2022, by which the Consultant agreed to perform Civil Engineering services in accordance with Task Orders issued by the City/District.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

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

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

3.PAYMENT. For services performed by Consultant in accordance with this Task Order, City/District will compensate Consultant in accordance with the terms and conditions and at the hourly rates set forth in the Agreement and in the manner described in Exhibit “A”. For projects that are not reimbursed to City/District through deposit accounts (“City/District Projects”), the compensation paid to CONSULTANT shall not exceed One Hundred Thousand Dollars ($100,000). For projects and/or tasks that are reimbursed to City/District through deposit accounts (“Reimbursable Projects”), there shall be no maximum compensation limit.

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

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

City of Foster City/District Consultant
________________________________ ________________________________ By: Patrick Sullivan, Mayor/District President By: Cyrus Kianpour, President Date: ___________________________ Date: ___________________________ Tax ID No.: 91-2053749

5.4 Attachment 3 - Task Order CSG 2024-02

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EXHIBIT A

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

PROFESSIONAL ON-CALL CIVIL ENGINEERING SERVICES
TASK ORDER CSG-2024-02
This is an Exhibit attached to and made a part of and incorporated by reference to the Master Professional Civil Engineering Services Agreement dated July 18, 2022, by and between CSG Consultants, hereinafter referred to as "CONSULTANT" and the City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "CITY/DISTRICT" providing for professional services.

1.DESCRIPTION OF THE PROJECT:

Provide on-call professional engineering and staff augmentation services associated with the review of building permit applications for utilities and wireless permit installations and CIP Project implementation, and other duties as required.

On an “as needed” basis, review multiple permit applications from third party vendors to modify the City’s existing streetlights to accommodate new communications equipment.

Review the existing and proposed structural plans and calculations.

Civil, landscape, utilities and all other potential aspects required for the design will NOT be included in structural reviews.

2.PAYMENTS:

2.1 Services shall be provided by an Associate Engineer at the rate set forth in the attached fee schedule.

2.2 The maximum payment to CONSULTANT under this Task Order for City/District Projects shall not exceed $100,000.

2.3 There shall be no maximum payment to CONSULTANT under this Task Order for Reimbursable Projects/Tasks.

2.4 Invoices will be billed on a time and material basis. Invoices shall specify the building permit or encroachment permit application associated with the review or CIP project number, number of hours, hourly rate for all personnel, materials used and cost for materials by permit, if more than one permit is included on the invoice.

2.5 Consultant shall furnish a monthly summary for both City/District Projects and Reimbursable Projects that shall include the following:

2.5.1 Narrative of specific accomplishments, inspections, etc. during the reporting period.

2.5.2 Current period and cumulative expenditures under this Task Order to date.

2.5.3 Approved budget and balance remaining for City projects.

2.5.4 Itemization by project (e.g.; development or CIP).

2.5.5 Actual cost to complete each task within each project.

5.4 Attachment 3 - Task Order CSG 2024-02

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2.6Invoices are to be submitted monthly. The invoice shall be accompanied by a cost breakdown by assignment, in approved format.

3.SCHEDULE:

All on-call plan review services under this Task Order will be provided at the charge rates listed in the attached Fee Schedule.

The turnaround times indicated in the table below are for wireless permit review only:

Review Type First Review
(Business Days)
Subsequent Reviews
(Business Days)
Standard 4 3
Revisions, RFIs,
Deferred Submittals
4 3

4.DELIVERABLES: CONSULTANT’s deliverables under the Task Order include but are not limited to the following:
a. Small Cell Site and Utility permit reviews
b. Structural review
c. Encroachment Permit review
d. CIP Project support
e. NPDES program support
f. Final maps, Subdivision Maps, Easement review
g. Building permit plan check review
h. Private Land Development review
i. Other services as required

5.4 Attachment 3 - Task Order CSG 2024-02

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Exhibit A
Fee Schedule

5.4 Attachment 3 - Task Order CSG 2024-02

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DATE: August 5, 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
Marlene Subhashini, Assistant City/District Manager

FROM: Andrew Brozyna, Public Works Director/City/District Engineer Laura Galli, Engineering Manager
Ryan Marquez, Senior Civil Engineer
DEPARTMENT: Public Works
SUBJECT: AWARD OF NINETEEN (19) MASTER AGREEMENTS WITH

SELECTED CONSULTANTS FOR PROFESSIONAL ON-CALL

CONSTRUCTION MANAGEMENT, ARCHITECTUAL

ENGINEERING, LANDSCAPE ARCHITECTURE,

GEOTECHNICAL ENGINEERING, CORROSION/CATHODIC

PROTECTION ENGINEERING, AND COST ESTIMATION

SERVICES

RECOMMENDATION
It is recommended that the City Council/EMID Board of Directors (City Council) adopt the attached resolutions authorizing:

1. The Mayor/President to execute nineteen (19) master agreements for a three- year term for professional on-call services in Construction Management and Inspection, Architectural Engineering, Landscape Architectural, Geotechnical Engineering, Corrosion/Cathodic Protection Engineering, and Cost Estimation services; and

2. Staff to issue task orders for a not-to-exceed amount for City funded projects as outlined in the City’s procurement policy, and without limitation for non-City funded projects (those that support private land development review which are reimbursed by the developer or private utility company); and

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3. The City/District Manager (City Manager) to extend the agreement on a yearly basis for up to two additional years.

EXECUTIVE SUMMARY
The Public Works Engineering Division is responsible for the delivery of the City's Capital Improvement Projects (CIPs). The Department uses consultants on CIP projects, private development projects, and for on-call professional services as needed.

On call services provided assist staff in specific areas of technical and professional expertise. The approval of the attached master agreements will provide professional consultant support for current and future CIPs as well as supporting ongoing programs including land development review overseen by the Engineering Division.

The proposed action is consistent with the City’s Purchasing Policy. Use of multi-year master agreements assists the timely delivery of Capital Improvement Projects and other programs/projects to maintain the City’s infrastructure and levels of service by augmenting staff resources experiencing higher demand. It also serves as a risk management tool to quickly address emergencies, shifting priorities, and staff vacancies. The authorization of this master agreement does not award any work to any of these firms; it establishes the firms as approved resources from which to seek professional services as needs are identified. Following execution of the master agreements, staff will request cost information and a scope of work from firms in their respective disciplines as needs arise. For non-City funded projects and tasks such as those that support private land development review which are reimbursable, the costs of any services would be authorized at the staff level and would be “passed through” to the developer or utility company. For City funded projects, if the cost of any scope of work exceeds the City Manager’s purchasing authority, staff will bring the task order to the City Council prior to authorizing the work to proceed.

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

At its September 18, 2023 Council meeting, the City Council/EMID Board adopted Resolutions No. 2023-92 and 3745 authorizing staff to issue the request for proposal/qualifications (RFP/Q) and initiate the consultant selection process for the following on-call services: Construction Management and Inspection, Architectural Engineering, Landscape Architecture, Corrosion Engineering, Cost Estimation, and Geotechnical Engineering. The RFP/Q was posted on the Foster City website, was distributed to over 100 engineering and specialty consulting firms, and an agency that advertises projects for the benefit of consultant clients. The City received fifty five (55) total proposals. An evaluation committee consisting of Engineering, Parks & Recreation, and Public Works Maintenance staff reviewed and scored the proposals for

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their area(s) of expertise. The selected firms have been determined well qualified, in addition to meeting the criteria established by the RFP/Q.

There are 39 currently funded and 28 future planned CIP projects identified in the City’s FY 23-24 5-year CIP with 4 new projects added in FY24-25. The City Council has consistently authorized the use of consultant support services to enhance the level of expertise available to staff to deliver the City’s Capital Improvement Program and support private land development review.

ANALYSIS
The City’s Public Works Department is responsible for planning, building, and maintaining the City’s infrastructure. The Department is comprised of administration and engineering; streets and traffic signal maintenance; water, wastewater, and stormwater maintenance and operations; levee and lagoon maintenance and operations; facilities maintenance operations; solid waste operations; as well as managing the park system’s CIP. The Public Works Engineering Division is responsible for the management and delivery of the City’s Capital Improvement Program for all the critical City Infrastructure managed by each of these operating divisions.

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

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

Staff requests approval of two (2) to seven (7) agreements within each discipline to ensure availability of on-call personnel and commensurate with expected amount of work, as well as to provide the City with additional depth of resources and expertise to draw upon. These firms often have limited staff serving many jurisdictions and therefore contracting with only one firm could slow down response times. Each of the selected firms has experience providing similar services to municipalities around the Bay Area.

Furthermore, within the group recommended for award there are three minority owned businesses, eight small businesses, one women owned business, and one disadvantaged business.

Construction Management (CM) & Inspection
The City has been experiencing an increase in the number of Capital Improvement Projects and other construction projects in the City’s 5-year CIP. The construction of

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most of these CIP projects requires construction management, material testing, and part-time to full-time inspection services. To date, City staff has performed its own construction management and inspection services (with the exception of the Levee project). In order to save time and money, and with the current construction management workload, the approval of CM firms in specialized areas, would help provide the necessary resources to more efficiently deliver the City’s CIP program. The selected firms (Consor PMCM, Mark Thomas, Park Engineering, CSG, MCK Americas, ANCHOR, and GHD) shall provide the following services:

1. Construction management, project management, monitoring, administration, and coordination services.

2. Construction inspection services of varying complexity

3. Design document review for coordination, constructability, and completeness

4. Cost estimation of construction documents and construction changes

5. Construction claim avoidance and resolution

6. Federal-aid construction and administration requirements (desired but not required).

7. Coordinating and reviewing materials

8. Materials Testing and specialty inspection and testing services

9. Storm Water Quality Inspections/ SWPP inspection and monitoring

10.Public Relations/Project Outreach

11.Project Closeout including Warranty Inspections
Architectural Engineering
The selected firms (Interactive Resources, Inc. & Salas O’Brien) shall provide the following services:

1. Building inspection and project scoping services

2. Preparation of construction contract documents

3. Preparation of detailed construction cost estimates

4. Performing technical review of another consultant’s work product.

5. Providing construction support services

6. Other On-Call Services
Landscape Architectural
The selected firms (Callander Associates, Carducci Associates, & Verde Design) shall provide the following services:

1. Parks Condition Assessments

2. Parks/Trails Master Planning

3. Playground Equipment Inspections

4. Feasibility Studies

5. Preparation of detailed construction cost estimates

6. Schematics and Renderings

7. Peer Review of PS&Es Prepared by Others

8. Preliminary Design

9. Final Design PS&Es

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10.Grant Writing and Application Preparation

11.Public Bidding and Construction Phase Services

12.Other On-Call Services
Geotechnical Engineering
The selected firms (ENGEO, Haley & Aldrich, & Langan) shall provide the following services:

1. Peer review of geotechnical engineering reports

2. Site Investigations

3. Geologic Investigations

4. Soils and Asphalt Pavement Borings

5. Laboratory Testing

6. Non-destructive & destructive Testing

7. Prepare Geotechnical Reports

8. Pavement Section Design Alternatives

9. Retaining Wall Design Parameters

10.Shoring Design

11.Grading Observations

12.Other On-Call Services
Corrosion Engineering
The selected firms (Alisto Engineering Group & Corrpro) shall provide the following services:

1. Conduct Preliminary Design

2. Prepare Construction Contract Documents and Estimates

3. Provide Bidding and Construction Support

4. Cathodic Protection Program Evaluation and Review

5. Prepare Record Drawings and Warranty Inspection

6. Field Monitoring, Testing, Reporting, and Maintenance.

Cost Estimation
The selected firms (MCK Americas & MicroEstimating) shall provide the following services:

1. Prepare project cost estimates on a variety of CIP projects with differing level of work completed from initial project budgeting to final construction cost estimation.

2. Review project cost estimates on a variety of CIP projects with differing level of work completed from initial project budgeting to final construction cost estimation.

Selected firms will work under the Engineering Manager and the respective Project Engineers. A letter proposal will be requested from a firm when services are required.

The letter proposal will set forth the scope, fee, personnel, and time of performance for

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the task. Staff will review the letter and negotiate scope and fee. The letter proposals will be approved through a task order under the master agreement for a not-to-exceed amount for City funded projects ; and without limitation for non-City funded projects such as those that support private land development review which are reimbursable and costs “passed through” to the developer or utility company.

The master agreement includes the same language as the City’s standard professional services agreement, and will specify the billing rates, personnel to be assigned, and other terms as identified in the City’s standard professional services agreement. The master agreement has been reviewed by the City Attorney. Each agreement will be for three years from August 5, 2024 through August 4, 2027, with an option to extend yearly for up to two additional years.

A large majority of Capital Improvement Projects will utilize one or more of these contracts for design and construction services. Priority projects that are expected to utilize these contracts in the next year include: Lift Station 59 Effluent Improvements Project (455-695), Emergency Generator Replacement (455-705), Fuel Systems Improvement Project (301-700), Median Modifications – Foster City Blvd. at Chess Drive (301-635), Road Improvements at Foster City Blvd. at Chess Drive (301-637), Renovate Elevators in City Buildings (301-708), and Install Rear Security Gates (301- 707).

California Environmental Quality Act
This action is categorically exempt pursuant to the adopted Guidelines for the Implementation of the California Environmental Quality Act, Section 15061(b)(3), in that it can be seen with certainty that there is no possibility that this action will have a significant effect on the environment and does not involve approval of any specific project that may have a significant effect on the environment.

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

The contract amount for services would be identified for each project, depending on the scope of work/services, and the number and type of professionals/technicians used.

The costs of these services are budgeted in the operating program or capital project for which the services are needed or paid for by the fees obtained from developers for any work associated with land development projects. No additional appropriations are requested at this time. If a scope of work exceeds the City Manager’s authority of $50,000, staff will return to the City Council to seek approval to award the task. Tasks that support private land development review are reimbursable, and the costs of these

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services would be authorized at staff level. Staff collects a deposit from the developer based on the negotiated proposal amount prior to the work being performed.

CITY COUNCIL VISION, MISSION, AND VALUE/PRIORITY AREA
Facilities and Infrastructure
ATTACHMENTS:
•Attachment 1 - City Resolution
•Attachment 2 - EMID Resolution
•Attachment 3 - Master Agreement Construction Management – Consor PMCM •Attachment 4 – Master Agreement Construction Management – Marks Thomas •Attachment 5 – Master Agreement Construction Management – Park Engineering
•Attachment 6 – Master Agreement Construction Management – CSG •Attachment 7 – Master Agreement Construction Management – MCK Americas •Attachment 8 – Master Agreement Construction Management – ANCHOR •Attachment 9 – Master Agreement Construction Management – GHD •Attachment 10 – Master Agreement Architectural Engineering – Interactive Resources, Inc.
•Attachment 11 – Master Agreement Architectural Engineering – Salas O’Brien •Attachment 12 – Master Agreement Landscape Architecture – Callander Associates
•Attachment 13 – Master Agreement Landscape Architecture – Carducci Associates
•Attachment 14 – Master Agreement Landscape Architecture –Verde Design •Attachment 15 – Master Agreement Geotechnical – ENGEO
•Attachment 16 – Master Agreement Geotechnical – Haley & Aldrich •Attachment 17 – Master Agreement Geotechnical – Langan •Attachment 18 – Master Agreement Corrosion/Cathodic – Alisto Engineering Group
•Attachment 19 – Master Agreement Corrosion/Cathodic – Corrpro •Attachment 20 – Master Agreement Cost Estimation – MCK Americas •Attachment 21 – Master Agreement Cost Estimation – MicroEstimating

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3 RESOLUTION NO.____________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FOSTER CITY AUTHORIZING THE MAYOR TO EXECUTE NINETEEN (19) MASTER AGREEMENTS WITH SELECTED EIGHTEEN (18) CONSULTANTS FOR PROFESSIONAL ON-CALL

CONSTRUCTION MANAGEMENT, ARCHITECTURAL ENGINEERING, LANDSCAPE

ARCHITECTURE, GEOTECHNICAL ENGINEERING, CORROSION/CATHODIC

PROTECTION ENGINEERING, AND COST ESTIMATION SERVICES AND FINDING

THAT THE PROJECT IS CATEGORICALLY EXEMPT PURSUANT TO THE

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA)

CITY OF FOSTER CITY
WHEREAS, City Resolution No. 2023-92 approved the issuance of the Request for Proposals and/or Qualifications for specialized limited-term project-based professional services to allow qualified consultants to assist the Public Works Department; and WHEREAS, fifty-five proposals for Construction Management and Inspection Services, Architectural Engineering, Landscape Architecture, Geotechnical Engineering, Corrosion/Cathodic Protection Engineering, and Cost Estimation Services were received on November 9, 2023; and
WHEREAS, eighteen firms were found to be well qualified and met the criteria established in the RFP/Q; and
WHEREAS, the City wishes to enter into agreements with Consor PMCM, Mark Thomas, Park Engineering, CSG, MCK Americas (2), ANCHOR, GHD, Interactive Resources, Inc., Salas O’Brien, Callander Associates, Carducci Associates, Verde Design, ENGEO, Haley & Aldrich, Langan, Alisto Engineering Group, Corrpro, and MicroEstimating for a term through August 4, 2027; and WHEREAS, current and upcoming Capital Improvement Projects will require specific areas of technical and professional expertise from qualified consultants to assist the work of City of Foster City Engineering staff; and
WHEREAS, the use of multi-year master agreements assists the timely delivery of capital improvement projects and programs/services to maintain the City’s infrastructure by augmenting staff resources; and
WHEREAS, the proposed action is consistent with the City’s purchasing policy.

5.5 Attachment 1 - City Resolution

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

1. The award of 19 three-year master agreements dated July 15, 2024 with:
a. Consor PMCM, Mark Thomas, Park Engineering, CSG, MCK Americas, ANCHOR, and GHD for professional on-call construction management and inspection services;
b. Interactive Resources, Inc. & Salas O’Brien for professional on-call architectural engineering services;
c. Callander Associates, Carducci Associates, & Verde Design for professional on-call landscape architectural services;
d. ENGEO, Haley & Aldrich, & Langan for on-call geotechnical engineering services; and
e. Alisto Engineering Group & Corrpro for professional on-call corrosion engineering services; and
f. MCK Americas & MicroEstimating for professional on-call cost estimation services; and

2. Task orders to be issued for a not-to-exceed amount for City funded projects as outlined in the City’s procurement policy and municipal code; and without limitation for non-City funded projects (those that support private land development review which are reimbursed by the developer or private utility company); and

3. The City Manager to extend the agreements on a yearly basis for up to two additional years.

PASSED AND ADOPTED as a resolution of the City Council of the City of Foster City at the regular meeting held on the 5th day of August, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

PATRICK SULLIVAN, MAYOR
ATTEST:

PRISCILLA SCHAUS, CITY CLERK

5.5 Attachment 1 - City Resolution

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5 RESOLUTION NO.____________

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ESTERO MUNICIPAL

IMPROVEMENT DISTRICT AUTHORIZING THE DISTRICT PRESIDENT TO EXECUTE NINETEEN (19) MASTER AGREEMENTS WITH SELECTED EIGHTEEN (18)

CONSULTANTS FOR PROFESSIONAL ON-CALL CONSTRUCTION MANAGEMENT,

ARCHITECTURAL ENGINEERING, LANDSCAPE ARCHITECTURE, GEOTECHNICAL

ENGINEERING, CORROSION/CATHODIC PROTECTION ENGINEERING, AND COST

ESTIMATION SERVICES AND FINDING THAT THE PROJECT IS CATEGORICALLY

EXEMPT PURSUANT TO THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA)

ESTERO MUNICIPAL IMPROVEMENT DISTRICT
WHEREAS, EMID Resolution No. 3745 approved the issuance of the Request for Proposals and/or Qualifications for specialized limited-term project-based professional services to allow qualified consultants to assist the Public Works Department; and WHEREAS, fifty-five proposals for Construction Management and Inspection Services, Architectural Engineering, Landscape Architecture, Geotechnical Engineering, Corrosion/Cathodic Protection Engineering, and Cost Estimation Services were received on November 9, 2023; and
WHEREAS, eighteen firms were found to be well qualified and met the criteria established in the RFP/Q; and
WHEREAS, the District wishes to enter into agreements with Consor PMCM, Mark Thomas, Park Engineering, CSG, MCK Americas, ANCHOR, GHD, Interactive Resources, Inc., Salas O’Brien, Callander Associates, Carducci Associates, Verde Design, ENGEO, Haley & Aldrich, Langan, Alisto Engineering Group, Corrpro, and MicroEstimating for a term through August 4, 2027; and WHEREAS, current and upcoming Capital Improvement Projects will require specific areas of technical and professional expertise from qualified consultants to assist the work of Estero Municipal Improvement District Engineering staff; and WHEREAS, the use of multi-year master agreements assists the timely delivery of capital improvement projects and programs/services to maintain the City/District’s infrastructure by augmenting staff resources; and
WHEREAS, the proposed action is consistent with the District’s purchasing policy.

5.5 Attachment 2 - EMID Resolution

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

2. Task orders to be issued for a not-to-exceed amount for City funded projects as outlined in the District’s procurement policy and municipal code; and without limitation for non-City funded projects (those that support private land development review which are reimbursed by the developer or private utility company); and

3. The District Manager to extend the agreement on a yearly basis for up to two additional years.

PASSED AND ADOPTED as a resolution of the Board of Directors of the Estero Municipal Improvement District at the regular meeting held on the 5th day of August, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

PATRICK SULLIVAN, PRESIDENT
ATTEST:

PRISCILLA SCHAUS, DISTRICT SECRETARY

5.5 Attachment 2 - EMID Resolution

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MASTER PROFESSIONAL SERVICES AGREEMENT
FOR

CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES
This Agreement is made and entered into as of the 5 th day of August 2024 by and between the City of Foster City/Estero Municipal Improvement District hereinafter called "CITY/DISTRICT" and Consor PMCM, Inc. hereinafter called "CONSULTANT".

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

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

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

TERMS AND CONDITIONS

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

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

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

1. Term; Termination.

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(a) The term of this Agreement shall commence upon the date hereinabove written and shall expire upon completion of performance of services hereunder by CONSULTANT. Initial contract period shall be from August 5, 2024 thru August 7, 2027. The contract may be renewed subsequently in one-year increments as follows: The second contract period will be from August 6, 2027 to Agusut 6, 2028.

The third contract period will be from August 7, 2028 to August 9, 2029. Renewal shall be by mutual consent of CONSULTANT AND CITY/DISTRICT as approved by the City Council/District Board. CONSULTANT shall not commence Services or work until a Notice to Proceed is issued by CITY/DISTRICT. (b) Notwithstanding the provisions of (a) above, CITY/DISTRICT may with or without cause, direct CONSULTANT to suspend, delay or interrupt Services, in whole or in part, for such periods of time as CITY/DISTRICT may determine in its sole discretion.

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

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

Notwithstanding the foregoing, the combined total of compensation and reimbursement of costs payable hereunder shall not exceed the total amount identified in all Task Orders issued by the City/District against this agreement. The Consultant shall only be paid for services performed under this Agreement to the extent authorized by written Task Order or Notice to Proceed for Land Development Services. No overhead or other expenses can be recovered for interim periods when the Consultant’s services are not utilized by the City/District.

Invoices for amounts in excess of each Task Order shall not be paid unless the performance of services and/or reimbursement of costs and expenses in excess of said amounts have been approved in advance of performing such services or

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incurring such costs and expenses by CITY’s Manager (for contracts less than $50,000) or CITY Board (for contracts $50,000 or more) evidenced by motion duly made and carried and a written contract amendment having been executed,.

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

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

CITY/DISTRICT will not withhold any Federal or State income taxes or Social Security tax from any payments made by CITY/DISTRICT to CONSULTANT under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums is the sole responsibility of CONSULTANT.

CITY/DISTRICT has no responsibility or liability for payment of CONSULTANT’s taxes or assessments.

CONSULTANT shall pay prevailing wages to its employees on any agreement in excess of $1,000.00. Copies of the general prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Agreement, as determined by the Director of the State of California Department of Industrial Relations, are on file at the County’s Capital Projects Office and may be obtained from the California Department of Industrial Relations website [http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm]. CONSULTANT shall comply with the 8-hours per day/40 hours per week/overtime/working fhours restrictions for all employees, pursuant to the California Labor Code.

CONSULTANT and all subconsultants shall keep and maintain accurate employee payroll records for Work performed under the Agreement. The payroll records shall be certified and submitted as required by law, including Labor Code Sections 1771.4 (if applicable) and 1776, including to the Labor Commissioner no less frequently than monthly. CONSULTANT shall comply fully with Labor Code Section 1777.5 in the hiring of apprentices for work relating to the Agreement. If the Agreement exceeds $2,000 and is funded with federal funds, then CONSULTANT shall pay federal Davis Bacon wages and comply with applicable

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federal requirements.

4. Performance of Services. No work shall be performed under this Agreement except to the extent the CONSULTANT receives a Task Order from the CITY/DISTRICT’s Authorized Representative. The CITY/DISTRICT will request proposals from the CONSULTANT for each Task Order when services are needed.

CONSULTANT shall respond with a scope and cost proposal in a reasonably prompt manner, no later than fifteen (15) calendar days after CITY/DISTRICT’s request. Such proposal shall include a description of the services to be performed thereunder, the maximum compensation and reimbursement of costs and expenses payable therefor, the time of performance thereof, and such other matters as the parties deem appropriate for the accomplishment of such services.

Upon the approval of the terms of the proposal by CITY/DISTRICT’s Manager (for contracts less than $50,000) or CITY Council/ DISTRICT Board (for contracts $50,000 or more) by motion duly made and carried, the CITY/DISTRICT's Authorized Representative shall issue a Task Order against this agreement.

CONSULTANT shall commence performance and shall complete all required services no later than the dates set forth in accordance with the approved Task Order. Except to the extent modified by written amendment, all other terms and conditions of this Agreement shall be deemed incorporated in each such Task Order.

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

CONSULTANT shall prepare and maintain all writings, documents and records prepared or compiled in connection with the performance of this Agreement for a minimum of four (4) years from the termination or completion of this Agreement.

This includes any handwriting, typewriting, printing, photo static, photographing and every other means of recording upon any tangible thing, any form of communication or representation including letters, words, pictures, sounds or symbols or any combination thereof.

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

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

7. Reliance on Professional Skill of CONSULTANT. CONSULTANT represents that it has the necessary professional skills to perform the services required and the CITY/DISTRICT shall rely on such skills of the CONSULTANT to do and perform the work. In performing services hereunder CONSULTANT shall adhere to the

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standards generally prevailing for the performance of expert consulting services similar to those to be performed by CONSULTANT hereunder.

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

CONSULTANT represents that it possesses all necessary training, licenses, certificates, and permits required by the federal, state, CITY/DISTRICT or municipal governments to perform the Services. Such licenses, certificates and permits must be valid at the time CONSULTANT enters into this Agreement and must be maintained during the term of this Agreement in full force and effect.

Licenses, certificates and permits may include but are not limited to driver’s licenses, professional licenses or certificates and business licenses. Such licenses, certificates and permits will be procured and maintained in force by CONSULTANT at no expense to CITY/DISTRICT.

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

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

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

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

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

CONSULTANT acknowledges the importance to CITY/DISTRICT of CITY/DISTRICT’s Project schedule and agrees to put forth its best professional

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efforts to perform its services under this Agreement in a manner consistent with that schedule.

11. Indemnity.
(a) To the fullest extent allowed by law (including without limitation California Civil Code Sections 2782 and 2782.8), CONSULTANT shall defend, indemnify, and hold harmless City of Foster City and Estero Municipal Improvement District, its officers, directors, officials, agents, employees, and volunteers (collectively, “Indemnitees”) from and against any and all claims, suits, expenses, liability, cause of action, loss, cost, damage, injury (including, without limitation, economic harm, injury to or death of any person, including an employee of CONSULTANT or its Subconsultants), of every kind, nature, and description, at law or equity, (including without limitation, incidental and consequential damages, court costs, attorneys’ fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation) (collectively “Liabilities”), that arise out of, pertain to, or relate to any negligence, recklessness, or willful misconduct of CONSULTANT, any Subconsultant, anyone directly or indirectly employed or retained by them, or anyone that they control.

CONSULTANT’s obligations to indemnify, defend, hold harmless the Indemnitees shall not apply to the extent that such Liabilities are caused in whole or in part by the sole negligence, active negligence, or willful misconduct of such Indemnitee but shall apply to all other Liabilities.

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 charged to CONSULTANT shall not exceed CONSULTANT’s proportionate percentage of fault. (b) Intellectual Property Indemnification. CONSULTANT represents that professional services provided by CONSULTANT pursuant to this Agreement does not infringe on any other copyrighted work or intellectual property owned by others.

CONSULTANT shall defend, indemnify and hold harmless CITY/DISTRICT from all Liabilities, that may at any time arise for any infringement of the patent rights, copyright, trade secret, trade name, trademark, service mark or any other proprietary right of any person or persons in arising from or relating to CONSULTANT’s services provided to CITY/DISTRICT under this Agreement. (c) CITY/DISTRICT shall include a provision in the construction contract with the general contractor on the Project requiring the general contractor to indemnify CONSULTANT for damages resulting from the negligence of the general contractor and its subcontractors. CITY/DISTRICT shall also include a provision in the construction contract with the general contractor on the Project requiring the general contractor to name CONSULTANT as an additional insured on its Comprehensive General Liability insurance coverage. If CONSULTANT has the opportunity to review the construction contract prior to bidding, CITY/DISTRICT shall have no responsibility for the inadvertent omission of such provisions. (d) CONSULTANT shall place in its agreements with Subconsultants and cause its Subconsultants to agree to the indemnification and insurance provisions

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in this Agreement in favor of CITY/DISTRICT and the Indemnitees in the exact form and substance as those contained in this Agreement. (e) CITY/DISTRICT acknowledges that the discovery, presence, handling or removal of asbestos products, polychlorinated biphenyl (PCB) or other hazardous substances which may presently exist at the any Project site is outside of CONSULTANT’s responsibilities and is not included in the scope of Services CONSULTANT is to perform nor included in CONSULTANT’s insurance.

CITY/DISTRICT shall hire hazardous materials consultant if the Project requires the testing or remediation of hazardous substances. CONSULTANT shall not be responsible or be involved in any way with the discovery, presence, handling or removal of such materials. CONSULTANT shall, however, be responsible for the coordination of CONSULTANT’s services and work with the work of CITY/DISTRICT’s hazardous materials consultants.
(f) Duty to Cooperate. CONSULTANT shall notify CITY/DISTRICT immediately in writing of any claim or damage related to activities or services performed under this Agreement. CONSULTANT shall cooperate with CITY/DISTRICT in the investigation and disposition of all Liabilities arising out of the activities or services under this Agreement. Without limiting the foregoing, CONSULTANT shall take all steps necessary to assist CITY/DISTRICT in the defense of any and all Liabilities brought by a contractor hired to construct the Project regarding any errors, flaws, and/or omissions in the plans or specifications of the Project. Any additional services or work under this paragraph shall be compensated as Additional Services.

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

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

13. WORKERS' COMPENSATION. CONSULTANT certifies that he is aware of the provisions of the Labor Code of the State of California which require 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.

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

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

CITY: City of Foster City
610 Foster City Boulevard
Foster City, CA 94404-2299
Attention: Director of Public Works
CONSULTANT: Consor PMCM., Inc.
1663 Mission Street, Suite 425
San Francisco, CA 94103

16. Assignment. This is an agreement for the personal services of CONSULTANT.

CITY/DISTRICT has relied upon the skills, knowledge, experience and training of CONSULTANT and the CONSULTANT’s firm, associates and employees as an inducement to enter into this Agreement. CONSULTANT shall not assign or subcontract this Agreement without CITY/DISTRICT’s express written consent.

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

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

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

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

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

If a mediated settlement is reached neither party shall be deemed the prevailing party for purposes of the settlement and each party shall bear its own legal costs.

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

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

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

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

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

These conflict of interest, confidentiality and future service provisions and

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limitations shall remain fully effective indefinitely after termination of services and work to CITY/DISTRICT hereunder.

24. Waiver of Default. Waiver of any default by either party to this Agreement shall not be deemed to be waiver of any subsequent default. Waiver or breach of any provision of this Agreement shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of this Agreement unless this Agreement is modified as provided below.

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

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

CITY OF FOSTER CITY/ESTERO MUNICIPAL

IMPROVEMENT DISTRICT
Dated: _________________________________ Patrick Sullivan, Mayor/President
ATTEST:

Dated: ________________________________ Priscilla Schaus, City Clerk/District Secretary

APPROVED AS TO FORM
Dated:

Benjamin Stock,
City Attorney/District Legal Counsel

CONSULTANT
Dated:

Jeffrey Cooper, Esq.,
Principal-in-Charge

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EXHIBIT A

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

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

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

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

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

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

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

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

City of Foster City Consultant
_____________________________ _________________________ By:___________________________ By: [______________________] Title: City Manager if < $50,000 Title: [_____________________] Mayor/President if > $50,000
Date: _________________________ Date: _____________________ Tax ID No.: ______________

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EXHIBIT B

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

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

SERVICES TO BE PROVIDED
This is an Exhibit attached to and made a part of and incorporated by reference to the Agreement dated August 6, 2024, by and between Consor PMCM, Inc., hereinafter referred to as "CONSULTANT" and the City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "CITY/DISTRICT" providing for professional services.

1.Basic Services:

The CITY/DISTRICT has developed a general scope of work as described below. 1) Construction management, project management, monitoring, administration, and coordination services. Construction inspection services of varying complexity
2) Design document review for coordination, constructability, and completeness 3) Cost estimation of construction documents and construction changes 4) Construction claim avoidance and resolution
5) Federal-aid construction and administration requirements (desired but not required).
6) Coordinating and reviewing materials
7) Materials Testing and specialty inspection and testing services 8) Storm Water Quality Inspections/ SWPP inspection and monitoring 9) Public Relations/Project Outreach
10)Project Closeout

PAYMENTS

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

No limit, to be determined based off of Task Orders.

MANAGEMENT AND PROJECT CONTROLS
In performing the Scope of Services, the CONSULTANT shall, at a minimum, execute the management and project controls described below:

The CONSULTANT’s Project Manager will be responsible for the work including implementing the project management procedures and controls; and maintaining effective communications among the sub- consultants, the CITY, and other involved agencies and organizations for the duration of the project.

The working interface between the CONSULTANT and the CITY shall be defined as follows:

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CONSULTANT shall submit to the CITY a monthly invoice whose format that shall include:
•List of CONSULTANT personnel, hourly rate and hours expended during the month in question along with a subtotal for CONSULTANT staff labor effort. •Itemized list of any sub-consultant staff who performed professional services during the month in question, hourly rates and hours worked during that time period and a subtotal for the subconsultants.
•Summary of all costs for labor, sub-consultant labor with mark up, other direct costs and all supporting material from the sub-consultants.

To support each invoice, the CONSULTANT shall furnish project updates that shall include the following:
•A summary of specific accomplishments during the reporting period, anticipated accomplishments scheduled for the next reporting period, and results or other deliverables, etc. •A cost summary for each specific task, that shows:
oThe current period and cumulative expenditures to date. oThe approved budget.
oA comparison of the estimated cost with the approved budget to show any variance.

Payment shall be made upon the completion of each specific consultant task as delineated in the project schedule.

CONSULTANT shall be available for consultation with the CITY’s Project Manager at all reasonable times and shall immediately advise the project manager of requests, technical decisions, or problems that may materially affect a project’s scope, quality, schedule, or cost.

PROJECTS AND SCHEDULE
To be determined by Task Order

END OF EXHIBIT B

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EXHIBIT C

FEE SCHEDULE
PSA for Construction Management and Inspection Services - Parks Title Fully Burdened, Min Fully Burdened, Max
Principal-in-Charge $270 --
Lead Resident Engineer $210 $265
Resident Engineer $190 $260
Construction Inspector $175 $220
Assistant Resident Engineer $150 $190
Office/Field Engineer $125 $170
Cost Estimator $180 $290
PSA for Construction Management and Inspection Services - Streets/Traffic/Bridges Title Fully Burdened, Min Fully Burdened, Max
Principal-in-Charge $270 --
Lead Resident Engineer $210 $265
Resident Engineer $190 $260
Construction Inspector $175 $220
Assistant Resident Engineer $150 $190
Office/Field Engineer $125 $170
Cost Estimator $180 $290
PSA for Construction Management and Inspection Services - Wet Utilities Title Fully Burdened, Min Fully Burdened, Max
Principal-in-Charge $270 --
Project Manager/Resident Engineer $210 $265
Resident Engineer $190 $260
Construction Inspector $175 $220
Office/Field Engineer $125 $170
Cost Estimator $180 $290

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EXHIBIT D

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

This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated August 5, 2024, by and between Consor PMCM, Inc., hereinafter referred to as "Consultant”, and City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "City/District", providing for professional services.

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

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

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☒ Business Automobile Liability Insurance
Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering any vehicle and/or all owned, leased, hired and non- owned vehicles used in the performance of Services pursuant to this Agreement with coverage equal to the policy limits, which shall be at least two million dollars ($1,000,000) each occurrence.
☒ Workers' Compensation Insurance
Consultant shall submit written proof that Consultant is insured against liability for workers' compensation in accordance with the provisions of section 3700 of the California Labor Code.

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

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

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

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

3.Insurance terms and conditions:

3.1 Cancellation of Insurance
The above stated insurance coverages required to be maintained by consultant shall be maintained

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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.

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

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

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

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

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

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

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ATTACHED

1. Insurance Coverage Form

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

Named Insured: Effective Work Date(s):

Description of Work/Locations/Vehicles:

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

General Liability: (a) activities performed by or on behalf of the Named Insured, (b) products and completed operations of the Named Insured, (c) premises owned, leased occupied or used by the Named Insured, and/or (d) permits issued for operations performed by the Named Insured. {Note: MEETS OR EXCEEDS ISO Form # CG 20 10 11 85}
Auto Liability: the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Named Insured, regardless of whether liability is attributable to the Named Insured or a combination of the Named Insured and the Additional Insured, its elected or appointed officers, officials, employees or volunteers.

Other:

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

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.

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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:

END OF EXHIBIT D

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EXHIBIT E
COVID-19 AMENDMENT/ATTACHMENT
(Consulting Agreement Form)
This COVID-19 Amendment/Attachment amends the Agreement between the City of Foster City/Estero Municipal Improvement District hereinafter called "CITY/DISTRICT” and Consor PMCM, Inc. (“Consultant”) dated August 5, 2024.

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

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

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

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

E. An “Unknown COVID-19 Cost” is a cost that: (i) is solely attributable to an Unknown COVID-19 Condition; (ii) is reasonable under the circumstances; (iii) is not the result of the Consultant’s failure to comply with the contract documents or a COVID-19 Proclamation; and (iv) is not the result of a subconsultants failure to comply with a COVID-19 Proclamation in connection with the performance of the Services.

2. COVID-19 Conditions and Proposal. Consultant is expected to know and is deemed to have known about COVID-19 Conditions when it submits its proposal, and COVID-19 Conditions must be accounted for in the Consultant’s price and schedule. In order to be entitled to any relief from a COVID-19 Condition, the Consultant must demonstrate that the issue, cost or delay is due to an Unknown COVID-19 Condition.

3. Compliance with COVID-19 Proclamations.

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

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

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

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

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

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

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

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

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

CONSULTANT: CITY/DISTRICT:
________________________ ____________________________
Signature Signature
________________________ ______________________________ Jeffrey Cooper, Esq., Principal-in-Charge Patrick Sullivan, Mayor/President

END OF EXHIBIT E

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MASTER PROFESSIONAL SERVICES AGREEMENT
FOR

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

TERMS AND CONDITIONS

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

1. Term; Termination.

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(a) The term of this Agreement shall commence upon the date hereinabove written and shall expire upon completion of performance of services hereunder by CONSULTANT. Initial contract period shall be from August 5, 2024 thru August 7, 2024. The contract may be renewed subsequently in one-year increments as follows: The second contract period will be from August 6, 2024 to August 6, 2024.

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3 incurring such costs and expenses by CITY’s Manager (for contracts less than $50,000) or CITY Board (for contracts $50,000 or more) evidenced by motion duly made and carried and a written contract amendment having been executed,.

CITY/DISTRICT has no responsibility or liability for payment of CONSULTANT’s taxes or assessments.

CONSULTANT shall pay prevailing wages to its employees on any agreement in excess of $1,000.00. Copies of the general prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Agreement, as determined by the Director of the State of California Department of Industrial Relations, are on file at the County’s Capital Projects Office and may be obtained from the California Department of Industrial Relations website [http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm]. CONSULTANT shall comply with the 8-hours per day/40 hours per week/overtime/working hours restrictions for all employees, pursuant to the California Labor Code.

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4 federal requirements.

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

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5 standards generally prevailing for the performance of expert consulting services similar to those to be performed by CONSULTANT hereunder.

CONSULTANT acknowledges the importance to CITY/DISTRICT of CITY/DISTRICT’s Project schedule and agrees to put forth its best professional

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6 efforts to perform its services under this Agreement in a manner consistent with that schedule.

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7 in this Agreement in favor of CITY/DISTRICT and the Indemnitees in the exact form and substance as those contained in this Agreement. (e) CITY/DISTRICT acknowledges that the discovery, presence, handling or removal of asbestos products, polychlorinated biphenyl (PCB) or other hazardous substances which may presently exist at the any Project site is outside of CONSULTANT’s responsibilities and is not included in the scope of Services CONSULTANT is to perform nor included in CONSULTANT’s insurance.

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

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

CITY: City of Foster City
610 Foster City Boulevard
Foster City, CA 94404-2299
Attention: Director of Public Works
CONSULTANT: Mark Thomas and Company, Inc.
2833 Junction Avenue, Suite 110
San Jose, CA 95134

16. Assignment. This is an agreement for the personal services of CONSULTANT.

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

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

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

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

If a mediated settlement is reached neither party shall be deemed the prevailing party for purposes of the settlement and each party shall bear its own legal costs.

These conflict of interest, confidentiality and future service provisions and

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10 limitations shall remain fully effective indefinitely after termination of services and work to CITY/DISTRICT hereunder.

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

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

CITY OF FOSTER CITY/ESTERO MUNICIPAL

IMPROVEMENT DISTRICT
Dated: _________________________________ Patrick Sullivan, Mayor/President
ATTEST:

Dated: ________________________________ Priscilla Schaus, City Clerk/District Secretary

APPROVED AS TO FORM
Dated:

Benjamin Stock,
City Attorney/District Legal Counsel

CONSULTANT
Dated:

Shawn O’Keefe,
Principal-in-Charge

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11 EXHIBIT A

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

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

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

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

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

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12 EXHIBIT B

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

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

SERVICES TO BE PROVIDED
This is an Exhibit attached to and made a part of and incorporated by reference to the Agreement dated August 6, 2024, by and between Mark Thomas and Company, Inc., hereinafter referred to as "CONSULTANT" and the City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "CITY/DISTRICT" providing for professional services.

1.Basic Services:

PAYMENTS

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

No limit, to be determined based off of Task Orders.

MANAGEMENT AND PROJECT CONTROLS
In performing the Scope of Services, the CONSULTANT shall, at a minimum, execute the management and project controls described below:

The working interface between the CONSULTANT and the CITY shall be defined as follows:

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13 CONSULTANT shall submit to the CITY a monthly invoice whose format that shall include:
•List of CONSULTANT personnel, hourly rate and hours expended during the month in question along with a subtotal for CONSULTANT staff labor effort. •Itemized list of any sub-consultant staff who performed professional services during the month in question, hourly rates and hours worked during that time period and a subtotal for the subconsultants.
•Summary of all costs for labor, sub-consultant labor with mark up, other direct costs and all supporting material from the sub-consultants.

Payment shall be made upon the completion of each specific consultant task as delineated in the project schedule.

PROJECTS AND SCHEDULE
To be determined by Task Order

END OF EXHIBIT B

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14 EXHIBIT C

FEE SCHEDULE

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16 EXHIBIT D

This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated August 5, 2024, by and between Mark Thomas and Company, Inc., hereinafter referred to as "Consultant”, and City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "City/District", providing for professional services.

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

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☒ Business Automobile Liability Insurance
Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering any vehicle and/or all owned, leased, hired and non- owned vehicles used in the performance of Services pursuant to this Agreement with coverage equal to the policy limits, which shall be at least two million dollars ($1,000,000) each occurrence.
☒ Workers' Compensation Insurance
Consultant shall submit written proof that Consultant is insured against liability for workers' compensation in accordance with the provisions of section 3700 of the California Labor Code.

3.Insurance terms and conditions:

3.1 Cancellation of Insurance
The above stated insurance coverages required to be maintained by consultant shall be maintained

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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.

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ATTACHED

1. Insurance Coverage Form

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

Named Insured: Effective Work Date(s):

Description of Work/Locations/Vehicles:

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.

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by regular mail return receipt requested has been given to the Additional Insured. Such notice shall be addressed as shown above.

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

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

ADDRESS:

TELEPHONE: ( ) DATE ISSUED:

END OF EXHIBIT D

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EXHIBIT E
COVID-19 AMENDMENT/ATTACHMENT
(Consulting Agreement Form)
This COVID-19 Amendment/Attachment amends the Agreement between the City of Foster City/Estero Municipal Improvement District hereinafter called "CITY/DISTRICT” and Mark Thomas and Company, Inc. (“Consultant”) dated August 5, 2024.

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

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.

3. Compliance with COVID-19 Proclamations.

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

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

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

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

CONSULTANT: CITY/DISTRICT:
________________________ ____________________________
Signature Signature
________________________ ______________________________ Shawn O’Keefe, Principal-in-Charge Patrick Sullivan, Mayor/President

END OF EXHIBIT E

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1 MASTER PROFESSIONAL SERVICES AGREEMENT
FOR

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

TERMS AND CONDITIONS

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

1. Term; Termination.

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2 (a) The term of this Agreement shall commence upon the date hereinabove written and shall expire upon completion of performance of services hereunder by CONSULTANT. Initial contract period shall be from August 5, 2024 thru August 7, 2027. The contract may be renewed subsequently in one-year increments as follows: The second contract period will be from August 6, 2027 to August 6, 2028.

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CITY/DISTRICT has no responsibility or liability for payment of CONSULTANT’s taxes or assessments.

CONSULTANT shall pay prevailing wages to its employees on any agreement in excess of $1,000.00. Copies of the general prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Agreement, as determined by the Director of the State of California Department of Industrial Relations, are on file at the County’s Capital Projects Office and may be obtained from the California Department of Industrial Relations website [http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm]. CONSULTANT shall comply with the 8-hours per day/40 hours per week/overtime/working hours restrictions for all employees, pursuant to the California Labor Code.

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4 federal requirements.

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

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125

5 standards generally prevailing for the performance of expert consulting services similar to those to be performed by CONSULTANT hereunder.

CONSULTANT acknowledges the importance to CITY/DISTRICT of CITY/DISTRICT’s Project schedule and agrees to put forth its best professional

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6 efforts to perform its services under this Agreement in a manner consistent with that schedule.

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

CITY: City of Foster City
610 Foster City Boulevard
Foster City, CA 94404-2299
Attention: Director of Public Works
CONSULTANT: Park Engineering, Inc.
372 Village Square
Orinda, CA 94563

16. Assignment. This is an agreement for the personal services of CONSULTANT.

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

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

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

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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.

These conflict of interest, confidentiality and future service provisions and

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10 limitations shall remain fully effective indefinitely after termination of services and work to CITY/DISTRICT hereunder.

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

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

CITY OF FOSTER CITY/ESTERO MUNICIPAL

IMPROVEMENT DISTRICT
Dated: _________________________________ Patrick Sullivan, Mayor/President
ATTEST:

Dated: ________________________________ Priscilla Schaus, City Clerk/District Secretary

APPROVED AS TO FORM
Dated:

Benjamin Stock,
City Attorney/District Legal Counsel

CONSULTANT
Dated:

Jaemin Park,
Principal-in-Charge

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11 EXHIBIT A

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

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

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

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

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

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12 EXHIBIT B

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

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

SERVICES TO BE PROVIDED
This is an Exhibit attached to and made a part of and incorporated by reference to the Agreement dated August 6, 2024, by and between Park Engineering, Inc.., hereinafter referred to as "CONSULTANT" and the City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "CITY/DISTRICT" providing for professional services.

1.Basic Services:

PAYMENTS

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

No limit, to be determined based off of Task Orders.

MANAGEMENT AND PROJECT CONTROLS
In performing the Scope of Services, the CONSULTANT shall, at a minimum, execute the management and project controls described below:

The working interface between the CONSULTANT and the CITY shall be defined as follows:

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Payment shall be made upon the completion of each specific consultant task as delineated in the project schedule.

PROJECTS AND SCHEDULE
To be determined by Task Order

END OF EXHIBIT B

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14 EXHIBIT C

FEE SCHEDULE

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15 EXHIBIT D

This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated August 5, 2024, by and between Park Engineering, Inc., hereinafter referred to as "Consultant”, and City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "City/District", providing for professional services.

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

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☒ Business Automobile Liability Insurance
Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering any vehicle and/or all owned, leased, hired and non- owned vehicles used in the performance of Services pursuant to this Agreement with coverage equal to the policy limits, which shall be at least two million dollars ($1,000,000) each occurrence.
☒ Workers' Compensation Insurance
Consultant shall submit written proof that Consultant is insured against liability for workers' compensation in accordance with the provisions of section 3700 of the California Labor Code.

3.Insurance terms and conditions:

3.1 Cancellation of Insurance
The above stated insurance coverages required to be maintained by consultant shall be maintained

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17 Updated 4/20/2021
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.

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ATTACHED

1. Insurance Coverage Form

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19 Updated 4/20/2021

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

Named Insured: Effective Work Date(s):

Description of Work/Locations/Vehicles:

Other:

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

Professional Liability:

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

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20 Updated 4/20/2021
by regular mail return receipt requested has been given to the Additional Insured. Such notice shall be addressed as shown above.

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

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

ADDRESS:

TELEPHONE: ( ) DATE ISSUED:

END OF EXHIBIT D

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EXHIBIT E
COVID-19 AMENDMENT/ATTACHMENT
(Consulting Agreement Form)
This COVID-19 Amendment/Attachment amends the Agreement between the City of Foster City/Estero Municipal Improvement District hereinafter called "CITY/DISTRICT” and Park Engineering, Inc. (“Consultant”) dated August 5, 2024.

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

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.

3. Compliance with COVID-19 Proclamations.

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

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

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

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

CONSULTANT: CITY/DISTRICT:
________________________ ____________________________
Signature Signature
________________________ ______________________________ Jaemin Park, Principal-in-Charge Patrick Sullivan, Mayor/President

END OF EXHIBIT E

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1 MASTER PROFESSIONAL SERVICES AGREEMENT
FOR

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

TERMS AND CONDITIONS

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

1. Term; Termination.

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CITY/DISTRICT has no responsibility or liability for payment of CONSULTANT’s taxes or assessments.

CONSULTANT shall pay prevailing wages to its employees on any agreement in excess of $1,000.00. Copies of the general prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Agreement, as determined by the Director of the State of California Department of Industrial Relations, are on file at the County’s Capital Projects Office and may be obtained from the California Department of Industrial Relations website [http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm]. CONSULTANT shall comply with the 8-hours per day/40 hours per week/overtime/working hours restrictions for all employees, pursuant to the California Labor Code.

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146

4 federal requirements.

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

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147

5 standards generally prevailing for the performance of expert consulting services similar to those to be performed by CONSULTANT hereunder.

CONSULTANT acknowledges the importance to CITY/DISTRICT of CITY/DISTRICT’s Project schedule and agrees to put forth its best professional

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6 efforts to perform its services under this Agreement in a manner consistent with that schedule.

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

CITY: City of Foster City
610 Foster City Boulevard
Foster City, CA 94404-2299
Attention: Director of Public Works
CONSULTANT: CSG Consultants, Inc.
550 Pilgrim Drive
Foster City, CA 94404

16. Assignment. This is an agreement for the personal services of CONSULTANT.

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

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

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

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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.

These conflict of interest, confidentiality and future service provisions and

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10 limitations shall remain fully effective indefinitely after termination of services and work to CITY/DISTRICT hereunder.

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

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

CITY OF FOSTER CITY/ESTERO MUNICIPAL

IMPROVEMENT DISTRICT
Dated: _________________________________ Patrick Sullivan, Mayor/President
ATTEST:

Dated: ________________________________ Priscilla Schaus, City Clerk/District Secretary

APPROVED AS TO FORM
Dated:

Benjamin Stock,
City Attorney/District Legal Counsel

CONSULTANT
Dated:

Nourdin Khayata,
Vice President

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11 EXHIBIT A

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

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

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

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

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

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12 EXHIBIT B

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

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

SERVICES TO BE PROVIDED
This is an Exhibit attached to and made a part of and incorporated by reference to the Agreement dated August 5, 2024, by and between CSG Consultants, Inc., hereinafter referred to as "CONSULTANT" and the City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "CITY/DISTRICT" providing for professional services.

1.Basic Services:

PAYMENTS

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

No limit, to be determined based off of Task Orders.

MANAGEMENT AND PROJECT CONTROLS
In performing the Scope of Services, the CONSULTANT shall, at a minimum, execute the management and project controls described below:

The working interface between the CONSULTANT and the CITY shall be defined as follows:

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Payment shall be made upon the completion of each specific consultant task as delineated in the project schedule.

PROJECTS AND SCHEDULE
To be determined by Task Order

END OF EXHIBIT B

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14 EXHIBIT C

FEE SCHEDULE

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15 EXHIBIT D

This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated August 5, 2024, by and between CSG Consultants, Inc., hereinafter referred to as "Consultant”, and City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "City/District", providing for professional services.

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

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3.Insurance terms and conditions:

3.1 Cancellation of Insurance
The above stated insurance coverages required to be maintained by consultant shall be maintained

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18 Updated 4/20/2021

ATTACHED

1. Insurance Coverage Form

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19 Updated 4/20/2021

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

Named Insured: Effective Work Date(s):

Description of Work/Locations/Vehicles:

Other:

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

Professional Liability:

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

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162

20 Updated 4/20/2021
by regular mail return receipt requested has been given to the Additional Insured. Such notice shall be addressed as shown above.

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

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

ADDRESS:

TELEPHONE: ( ) DATE ISSUED:

END OF EXHIBIT D

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EXHIBIT E
COVID-19 AMENDMENT/ATTACHMENT
(Consulting Agreement Form)
This COVID-19 Amendment/Attachment amends the Agreement between the City of Foster City/Estero Municipal Improvement District hereinafter called "CITY/DISTRICT” and CSG Consultants, Inc. (“Consultant”) dated August 5, 2024.

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

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.

3. Compliance with COVID-19 Proclamations.

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

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

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

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

CONSULTANT: CITY/DISTRICT:
________________________ ____________________________
Signature Signature
________________________ ______________________________ Nourdin Khayata, Vice President Patrick Sullivan, Mayor/President

END OF EXHIBIT E

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165

1 MASTER PROFESSIONAL SERVICES AGREEMENT
FOR

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

TERMS AND CONDITIONS

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

1. Term; Termination.

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166

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167

CITY/DISTRICT has no responsibility or liability for payment of CONSULTANT’s taxes or assessments.

CONSULTANT shall pay prevailing wages to its employees on any agreement in excess of $1,000.00. Copies of the general prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Agreement, as determined by the Director of the State of California Department of Industrial Relations, are on file at the County’s Capital Projects Office and may be obtained from the California Department of Industrial Relations website [http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm]. CONSULTANT shall comply with the 8-hours per day/40 hours per week/overtime/working hours restrictions for all employees, pursuant to the California Labor Code.

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168

4 federal requirements.

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

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169

5 standards generally prevailing for the performance of expert consulting services similar to those to be performed by CONSULTANT hereunder.

CONSULTANT acknowledges the importance to CITY/DISTRICT of CITY/DISTRICT’s Project schedule and agrees to put forth its best professional

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170

6 efforts to perform its services under this Agreement in a manner consistent with that schedule.

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171

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

CITY: City of Foster City
610 Foster City Boulevard
Foster City, CA 94404-2299
Attention: Director of Public Works
CONSULTANT: MCK Americas, Inc.
150 Executive Park Boulevard, Suite 2150
San Francisco, CA 94134

16. Assignment. This is an agreement for the personal services of CONSULTANT.

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

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

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

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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.

These conflict of interest, confidentiality and future service provisions and

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174

10 limitations shall remain fully effective indefinitely after termination of services and work to CITY/DISTRICT hereunder.

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

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

CITY OF FOSTER CITY/ESTERO MUNICIPAL

IMPROVEMENT DISTRICT
Dated: _________________________________ Patrick Sullivan, Mayor/President
ATTEST:

Dated: ________________________________ Priscilla Schaus, City Clerk/District Secretary

APPROVED AS TO FORM
Dated:

Benjamin Stock,
City Attorney/District Legal Counsel

CONSULTANT
Dated:

Brendan McDevitt,
Principal-in-Charge

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11 EXHIBIT A

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

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

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

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

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

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12 EXHIBIT B

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

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

SERVICES TO BE PROVIDED
This is an Exhibit attached to and made a part of and incorporated by reference to the Agreement dated August 5, 2024, by and between MCK Americas, Inc., hereinafter referred to as "CONSULTANT" and the City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "CITY/DISTRICT" providing for professional services.

1.Basic Services:

PAYMENTS

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

No limit, to be determined based off of Task Orders.

MANAGEMENT AND PROJECT CONTROLS
In performing the Scope of Services, the CONSULTANT shall, at a minimum, execute the management and project controls described below:

The working interface between the CONSULTANT and the CITY shall be defined as follows:

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Payment shall be made upon the completion of each specific consultant task as delineated in the project schedule.

PROJECTS AND SCHEDULE
To be determined by Task Order

END OF EXHIBIT B

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14 EXHIBIT C

FEE SCHEDULE
Utilities
Parks

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16 EXHIBIT D

This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated August 5, 2024, by and between MCK Americas Inc., hereinafter referred to as "Consultant”, and City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "City/District", providing for professional services.

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

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3.Insurance terms and conditions:

3.1 Cancellation of Insurance
The above stated insurance coverages required to be maintained by consultant shall be maintained

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19 Updated 4/20/2021

ATTACHED

1. Insurance Coverage Form

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

Named Insured: Effective Work Date(s):

Description of Work/Locations/Vehicles:

Other:

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

Professional Liability:

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

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by regular mail return receipt requested has been given to the Additional Insured. Such notice shall be addressed as shown above.

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

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

ADDRESS:

TELEPHONE: ( ) DATE ISSUED:

END OF EXHIBIT D

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EXHIBIT E
COVID-19 AMENDMENT/ATTACHMENT
(Consulting Agreement Form)
This COVID-19 Amendment/Attachment amends the Agreement between the City of Foster City/Estero Municipal Improvement District hereinafter called "CITY/DISTRICT” and MCK Americas, Inc. (“Consultant”) dated August 5, 2024.

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

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.

3. Compliance with COVID-19 Proclamations.

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

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

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

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

CONSULTANT: CITY/DISTRICT:
________________________ ____________________________
Signature Signature
________________________ ______________________________ Brendan McDevitt., Principal-in-Charge Patrick Sullivan, Mayor/President

END OF EXHIBIT E
s

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1 MASTER PROFESSIONAL SERVICES AGREEMENT
FOR

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

TERMS AND CONDITIONS

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

1. Term; Termination.

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CITY/DISTRICT has no responsibility or liability for payment of CONSULTANT’s taxes or assessments.

CONSULTANT shall pay prevailing wages to its employees on any agreement in excess of $1,000.00. Copies of the general prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Agreement, as determined by the Director of the State of California Department of Industrial Relations, are on file at the County’s Capital Projects Office and may be obtained from the California Department of Industrial Relations website [http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm]. CONSULTANT shall comply with the 8-hours per day/40 hours per week/overtime/working hours restrictions for all employees, pursuant to the California Labor Code.

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4 federal requirements.

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

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5 standards generally prevailing for the performance of expert consulting services similar to those to be performed by CONSULTANT hereunder.

CONSULTANT acknowledges the importance to CITY/DISTRICT of CITY/DISTRICT’s Project schedule and agrees to put forth its best professional

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6 efforts to perform its services under this Agreement in a manner consistent with that schedule.

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Foster City City CouncilAugust 5, 2024

Foster City City Council
August 5, 2024