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PROFESSIONAL SERVICES AGREEMENT – MAINTENANCE, REPAIR, OR
LANDSCAPING
FOR
CANADA GOOSE MANAGEMENT PLAN IMPLEMENTATION
This Agreement is made and entered into as of the 4th day of August, 2025 by and between the City of Foster City hereinafter called "CITY" and Wildlife Innovations Inc. hereinafter called "CONSULTANT".
RECITALS
This Agreement is entered into with reference to the following facts and circumstances:
WHEREAS, CITY desires to engage CONSULTANT to provide professional services in the CITY;
WHEREAS, CONSULTANT is qualified to provide such services to the CITY and; NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions hereinafter contained, the parties hereby agree as follows:
TERMS AND CONDITIONS
1. Services. The services to be performed by CONSULTANT under this Agreement shall include those services set forth in Exhibit A, which is, by this reference, incorporated herein and made a part hereof as though it were fully set forth herein.
Performance of the work specified in said Exhibit A is hereby made an obligation of CONSULTANT under this Agreement, subject to any changes that may be made subsequently hereto upon the mutual written agreement of the said parties.
Where in conflict, the terms of this Agreement supersede and prevail over any terms set forth in Exhibit A.
2. Term; Termination. (a) The term of this Agreement shall commence upon the date hereinabove written and shall expire on June 30, 2026. (“Initial Term”).
The Agreement may be renewed in the sole discretion of the City Council for two, one-year (12 months), extended terms as follows (“Extended Terms”):
First Optional Extended Term will be from July 1,2026 to June 30, 2027 and Second optional Extended Term will be from July 1,2027 to June 30, 2028 (b) Notwithstanding the provisions of (a) above, CITY may with or without cause, direct CONSULTANT to suspend, delay or interrupt Services, in whole or in part, for such periods of time as CITY may determine in its sole discretion. (c) CITY may terminate performance of the Services under this Agreement in whole, or from time to time in part, for default, should CONSULTANT commit Canada Goose Management Plan Implementation
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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 CONSULTANT demanding such cure, in which case CONSULTANT shall be liable to CITY for all loss, cost, expense, damage and liability resulting from such breach and termination. (d) CITY may terminate performance of the Services under this Agreement in whole, or from time to time in part, for convenience, whenever CITY determines that such termination is in CITY’s best interests, in which case CONSULTANT shall be entitled to recover its costs expended up to the termination date plus reasonable profit thereon to the termination date as this Agreement would otherwise provide, but may recover no other cost, damage or expense. CONSULTANT shall continue its work throughout the course of any dispute, and CONSULTANT’s failure to continue work during a dispute shall be a material breach of this Agreement.
1. Compensation; Expenses; Payment. CITY shall compensate CONSULTANT for all services performed by CONSULTANT hereunder in an amount based upon CONSULTANT’s hourly rates during the time of the performance of said services. A copy of CONSULTANT’s hourly rates for which services hereunder shall be performed are set forth in CONSULTANT’s fee schedule marked Exhibit “B” hereof, attached hereto and by this reference incorporated herein.
Notwithstanding the foregoing, the combined total of compensation and reimbursement of costs payable hereunder shall not exceed the sum of
THREE HUNDRED EIGHTY-NINE THOUSAND EIGHT HUNDRED FORTY
DOLLARS AND NO CENTS ($389,840.00). If the CITY, in its sole discretion, exercises its option to extend the Agreement for the Extended Terms, compensation shall not exceed Three Hundred Eighty-One Thousand Five Hundred Ninety-Eight Dollars and No Cents ($381,598.00) for the first Extended Term and Three Hundred Eighty-Five Thousand Three Hundred Six Dollars and No Cents ($385,306.00) for the second Extended Term. Invoices for amounts in excess of the annual amounts set forth above shall not be paid unless the performance of services and/or reimbursement of costs and expenses in excess of said amounts have been approved in advance of performing such services or incurring such costs and expenses by the City Manager (for contracts less than $50,000) or City Council (for contracts $50,000 or more) evidenced by motion duly made and carried and a written contract amendment having been executed.
Compensation and reimbursement of costs and expenses hereunder shall be payable upon monthly billing therefor by CONSULTANT to CITY, which billing shall include an itemized statement, briefly describing by task and labor category or cost/expense items billed. Final payment will be made when all Services required under this Agreement have been completed to the reasonable satisfaction of CITY including, without limitation, CONSULTANT's transmittal of all deliverables to CITY required by EXHIBIT A.
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CITY shall not incur any charges under this Agreement, nor shall any payments become due to CONSULTANT for any payment period on the Project, until CITY receives all deliverables required under Exhibit A, SCOPE OF WORK AND SCHEDULE, for the payment period (if any) and reasonably accepts such deliverables as meeting the requirements of this Agreement. In cases where CONSULTANT has partially completed one or more deliverables due during a payment period, and if CONSULTANT demonstrates diligent progress thereon, then CITY may make a partial progress payment based upon percentage completion of the partially completed deliverables and diligent progress but taking into account any adverse impacts upon CITY.
CITY shall not be liable for, and CONSULTANT shall not be entitled to, any payment for Services performed before this Agreement's execution.
4. Additional Services. In the event CITY desires the performance of additional services not otherwise included within the services described in Exhibit A, such services shall be authorized in advance of the performance thereof by the City Manager (for contracts less than $50,000) or City Council (for contracts $50,000 or more) by motion duly made and carried. Such amendment to this Agreement shall include a description of the services to be performed thereunder, the maximum compensation and reimbursement of costs and expenses payable therefor, the time of performance thereof, and such other matters as the parties deem appropriate for the accomplishment of such services. Except to the extent modified by written amendment, all other terms and conditions of this Agreement shall be deemed incorporated in each such amendment.
5. Records. CONSULTANT shall keep and maintain accurate records of all time expended and costs and expenses incurred relating to services to be performed by CONSULTANT hereunder. Said records shall be available to CITY for review and copying during regular business hours at CONSULTANT’s place of business or as otherwise agreed upon by the parties.
6. Authorization. This Agreement becomes effective when endorsed by both parties in the space provided below.
7. Reliance on Professional Skill of CONSULTANT. CONSULTANT represents that it has the necessary professional skills to perform the services required and the CITY shall rely on such skills of the CONSULTANT to do and perform the work. In performing services hereunder CONSULTANT shall adhere to the standards generally prevailing for the performance of expert consulting services similar to those to be performed by CONSULTANT hereunder.
CONSULTANT represents that it has reviewed Exhibit A and that in its professional judgment the Services to be performed under this Agreement can be performed for a fee within the maximum amount set forth in the Canada Goose Management Plan Implementation
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Compensation Schedule established in Exhibit A and within the times specified for each individual Project.
CONSULTANT represents that it possesses all necessary training, licenses and permits to perform the Services and that its performance of the Services will conform to the standards of practice of a professional having experience and expertise in performing professional services of like nature and complexity of the Services working on similar, successfully completed projects.
The granting of any progress payment by CITY, or the receipt thereof by CONSULTANT, or any inspection, review, approval or oral statement by any representative of CITY or any other governmental entity, shall in no way waive or limit the obligations in this Paragraph 7 or lessen the liability of CONSULTANT for unsatisfactory Services, including but not limited to cases where the defective or below standard Services may not have been apparent or detected at the time of such payment, inspection, review or approval.
8. Documents. All documents, plans, drawings, renderings, and other papers, or copies thereof, as finally rendered, prepared by CONSULTANT pursuant to the terms of this Agreement, shall, upon preparation and delivery to CITY, become the property of CITY.
9. Relationship of Parties. CONSULTANT is an independent Contractor and does not act as City’s agent in any capacity, whatsoever. CONSULTANT is not entitled to any benefits that CITY provides to CITY employees, including, without limitation, worker’s compensation benefits or payments, pension benefits, health benefits or insurance benefits. Terms within this Agreement regarding direction apply to and concern the result of the CONSULTANT’s provision of Services, not the means, methods, or scheduling of the CONSULTANT’s work. CONSULTANT shall be solely responsible for the means, methods, techniques, sequences and procedures with respect to its provision of Services under this Agreement. CONSULTANT shall pay all payroll taxes imposed by any governmental entity and shall pay all other taxes not specifically identified in this Agreement as CITY’s responsibility.
10. Schedule. CONSULTANT shall adhere to the schedule set forth in Exhibit A; provided, that CITY shall grant reasonable extensions of time for the performance of such services occasioned by governmental reviews of CONSULTANT’s work product or other unavoidable delays; provided, further, that such unavoidable delay shall not include strikes, lockouts, work stoppages, or other labor disturbances conducted by, or on behalf of, CONSULTANT’s officers or employees.
CONSULTANT acknowledges the importance to CITY of CITY’s Project schedule and agrees to put forth its best professional efforts to perform its services under this Agreement in a manner consistent with that schedule.
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11. Prevailing Wage. CONSULTANT shall pay prevailing wages to its employees on any contract 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 Contract, as determined by Director of the State of California Department of Industrial Relations, are on file at the City’s Public Works Department and may be obtained from the California Department of Industrial Relations website
[http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm]. CONSULTANT shall comply with the 8-hours per day/40 hours per week/overtime/working hours restrictions for all employees, pursuant to the California Labor Code.
CONSULTANT and all subcontractors 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.
12. Indemnity. To the fullest extent allowed by law, CONSULTANT hereby agrees to defend, indemnify, and save harmless CITY and Estero Municipal Improvement District, its Council, boards, commissions, officers, employees, directors, volunteers and agents, from and against any and all claims, suits, actions liability, loss, damage, expense, injury (including, without limitation, economic harm, injury to or death of any person, including an employee of CONSULTANT or its Subconsultants), cost (including, without limitation, costs and fees of litigation) of every nature, kind or description, at law or equity, which may be brought against, or suffered or sustained by, City of Foster City or Estero Municipal Improvement District, its Council, boards, commissions, officers, employees, directors, volunteers or agents that arise out of, pertain to, or relate to any negligence, recklessness, or willful misconduct of CONSULTANT, any Subconsultant, anyone directly or indirectly employed or retained by them, or anyone that they control. In the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the CONSULTANT shall meet and confer with other parties regarding unpaid defense costs.
The duty of CONSULTANT to indemnify and save harmless, as set forth herein, shall include the duty to defend as set forth in Section 2778 of the California Civil Code; provided, however, that nothing herein contained shall be construed to require CONSULTANT to indemnify City of Foster City and Estero Municipal Improvement District, its Council, boards, commissions, officers, employees and agents against any responsibility or liability in contravention of Section 2782 of the California Civil Code.
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CONSULTANT’s responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law.
The defense and indemnification obligations of this agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained within this Agreement.
13. Insurance. Prior to execution of this Agreement, CONSULTANT shall furnish to CITY Certificates of Insurance showing satisfactory proof that it maintains the insurance required by this Contract as set forth in EXHIBIT C, Insurance, which are attached and made a part of this Agreement. CONSULTANT shall maintain all required insurance throughout the term of this Agreement and as otherwise provided in EXHIBIT C. In the event CONSULTANT fails to maintain any required insurance, and notwithstanding Paragraph 3 above, CITY may (but is not obligated to) purchase such insurance and deduct or retain premium amounts from any sums due CONSULTANT under this Agreement (or CONSULTANT shall promptly reimburse CITY for such expense).
CONSULTANT shall maintain insurance as required by this Agreement to the fullest amount allowed by law and shall maintain insurance for a minimum of five (5) years following completion of this project or service. In the event CONSULTANT fails to obtain or maintain completed operations coverage as required by this Agreement, the CITY at its sole discretion may purchase the coverage required and the cost will be paid by CONSULTANT.
14. Workers' Compensation. CONSULTANT certifies that he is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and CONSULTANT certifies that he will comply with such provisions before commencing the performance of the work of this agreement.
15. 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 Canada Goose Management Plan Implementation
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provided by the CITY setting forth the provisions of this non-discrimination clause.
16. Notice. All notices required by this Agreement shall be given to the CITY and CONSULTANT in writing, by first class mail, postage prepaid, addressed as follows:
CITY: City of Foster City
610 Foster City Boulevard
Foster City, CA 94404-2299
Attention: Frank Fanara
CONSULTANT: Wildlife Innovations, LLC
11629 Westridge Pl
Lakeside, CA 92040
Email:[email protected]
17. Non-Assignment. This Agreement is not assignable either in whole or in part.
18. Amendments. This Agreement may be amended or modified only by written agreement signed by both parties.
19. 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.
20. 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.
21. Mediation. Should any dispute arise out of this Agreement, the parties shall meet in mediation and attempt to reach a resolution with the assistance of a mutually acceptable mediator. Neither party shall be permitted to file legal action without first meeting in mediation and making a good faith attempt to reach a mediated resolution. The costs of the mediator, if any, shall be paid equally by the parties. If a mediated settlement is reached neither party shall be deemed the prevailing party for purposes of the settlement and each party shall bear its own legal costs.
22. Conflict of Interest. CONSULTANT represents and warrants that it presently has no interest, and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of work and services required Canada Goose Management Plan Implementation
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under this Agreement. Without limitation, CONSULTANT represents to and agrees with CITY that CONSULTANT has disclosed any potential conflict of interest, and will have no future conflict of interest, in providing CITY services hereunder, including but not limited to, any interest (financial, share ownership, shared management, shared directors, or reporting responsibilities) CONSULTANT may presently have, or will have in the future, with respect to any other person or entity (including but not limited to potential suppliers, vendors, consultants, contractors, or regulatory agency) which may have an interest in the subject matter of the Services.
23. Liability of CITY.
Except as provided in Exhibit A, Services to be Provided by CONSULTANT and Exhibit C, Insurance, CITY's obligations under this Agreement shall be limited to the payment of the compensation provided for in Paragraphs 1, 3, and 4 of this Agreement,
Notwithstanding any other provision of this Agreement, in no event shall CITY be liable, regardless of whether any claim is based on contract, tort or otherwise, for any special, consequential, indirect or incidental damages, lost profits or revenue, arising out of or in connection with this Agreement, the Services, or the Project.
CITY shall not be responsible for any damage to persons or property as a result of the use, misuse or failure of any equipment used by CONSULTANT, or by any of its employees, even though such equipment be furnished, rented or loaned to CONSULTANT by CITY. The acceptance or use of such equipment by CONSULTANT or any of its employees shall be construed to mean that CONSULTANT accepts full responsibility for and shall exonerate, indemnify, defend and save harmless CITY from and against any and all claims for any damage or injury of any type, including attorneys' fees, arising from the use, misuse or failure of such equipment, whether such damage be to the CONSULTANT, its employees, CITY employees or third parties, or to property belonging to any of the above.
Nothing in this Agreement shall constitute a waiver or limitation of any right or remedy, whether in equity or at law, which CITY or CONSULTANT may have under this Agreement or any applicable law. All rights and remedies of CITY or CONSULTANT, whether under this Agreement or other applicable law, shall be cumulative.
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.
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25. Force Majeure. Except for defaults of subconsultants at any tier, CONSULTANT shall not be liable for any excess costs if the failure to perform the Agreement arises from causes beyond the control and without the fault or negligence of CONSULTANT, including without limitation failure to reasonably mitigate any adverse impacts (Force Majeure). Force Majeure events include the following:
Acts of God, fires, floods, earthquake, other natural disasters, epidemics and pandemics (other than COVID-19 or variants), abnormal weather conditions beyond the parameters otherwise set forth in this Article, nuclear accidents, strikes, lockouts, freight embargos, interruptions in service by a regulated utility, or governmental statutes or regulations enacted or imposed after the fact (together, “force majeure events”).
Any Force Majeure event with a duration in excess of [30] days entitles either party to terminate this Agreement with written notice to the other party, without further penalty or compensation.
26. Entire Agreement. This Agreement, including Exhibits A, B, C, and D comprises the entire Agreement.
[Signatures on Next Page]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written by their respective officers duly authorized in that behalf.
CITY OF FOSTER CITY
Dated: _________________________________ Stacy Jimenez, Mayor
ATTEST:
Dated: ________________________________ Priscilla Schaus, City Clerk
APPROVED AS TO FORM
Dated:
Benjamin Stock, City Attorney
CONSULTANT
Dated:
Jake Manleym, Owner
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EXHIBIT A
SERVICES TO BE PROVIDED, PAYMENTS, PROJECTS AND SCHEDULE, AND
DELIVERABLES FOR
CANADA GOOSE MANAGEMENT PLAN IMPLEMENTATION
SERVICES TO BE PROVIDED
This is an Exhibit attached to, and made a part of and incorporated by reference to the Agreement dated August 4, 2025 by and between Wildlife Innovations, LLC hereinafter referred to as "CONSULTANT" and the City of Foster City, hereinafter referred to as "CITY" providing for professional services.
1.Description of the Project:
1.1 DESCRIPTION: Canada Goose Management Plan Implementation identified in this Exhibit A.
2.Basic Services:
The CITY has developed a general scope of work as described below.
The following scope of services and project responsibilities describe the specific tasks to be performed by the Contractor. If the Contractor believes that the project can be enhanced by the addition of other task(s) or deletion of any specified task(s), such information shall be included in the proposal.
Site Assessments
Task 1: Conduct Site Assessments Tailored to Each Park’s Conditions a. Assessments will be conducted by senior-level personnel to determine site-specific logistics for implementation of a comprehensive CAGO management program within priority FCP
b. Nesting bird and/or special status survey locations will be identified and digitally recorded, and protocols will be developed for the implementation of surveys in conjunction with CAGO management efforts
c. CAGO survey locations will be identified and digitally recorded, and protocols will be developed for their implementation
d. Digital camera locations and placement will be identified and recorded e. Potential deterrence equipment locations and placement will be evaluated and digitally recorded
f. Locations and types of habitat modification or exclusion will be evaluated and discussed with FCP staff
g. Vehicle parking, equipment deployment, and transit logistics will be evaluated for each priority park
h. A schedule will be made for the initial employment of management techniques Canada Goose Management Plan Implementation
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Task 2: Evaluate Park-specific Challenges
a. WI senior staff will discuss the results from the assessments and establish a plan for addressing:
i. Avoidance of MBTA and other protected species
ii. Avoidance of high human activity periods
iii. Potential safety concerns
iv. Steps to limit disturbance to the public associated with CAGO hazing v. Logistics of parking, boat launching, and other site accessibility with hazing equipment
Task 2 Assumptions:
WI will discuss and work with FCR to address some of these limitations and identify an approved plan for implementation
Hazing and Deterrence Techniques
Task 3: Use of Trained Dogs to Haze Geese
a. A dog team will be used to conduct hazing of CAGO within priority park areas b. This service includes:
i. Experienced handlers and trained dogs that will conduct patrols throughout designated park zones with dogs harassing and discouraging geese from congregating without causing them injury
ii. Trained handlers will direct the dogs to pursue gaggles and/or individual CAGO until all birds take flight and leave the area
iii. Trained dogs and handler teams will follow predetermined routes and schedules to help provide efficient coverage of the area
b. If dog hazing is initiated and proves to be successful in reducing the presence of CAGO within priority parks sufficiently, it may become possible to reduce frequency of other hazing staff presence. This will depend on the overall effectiveness of thecomprehensive program and must be agreed upon between WI and FCR before reduced effort for other tasks could be implemented.
Task 3 Assumptions:
As WI was not able to identify a local goose-dog team with the capability and capacity to conduct this task at the level of effort requested by FC, and WI does not currently provide these services to other clients, WI will develop a dog team internally if an appropriate subcontractor cannot be identified.
It is anticipated that WI would be able to provide a goose dog and handler team within six months of contract initiation, although it may be possible to deploy a team sooner.
Deployment of the internal WI dog team is contingent upon a minimum full-time (5 days per week) contractual commitment of one year for these services.
This full-time service could be expanded to other FCP outside priority parks for no additional costs, at the request of FCR and upon the ability of WI to maintain the desired results within the seven (7) priority parks. Costs for this service are based on a monthly flat rate. Initial efforts will comprise up to five days per week and up to twice daily, as identified in the RFP.
If a full-time dog hazing team is not desired, WI will attempt to identify and Canada Goose Management Plan Implementation
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subcontract the most appropriate company to perform these services up to five (5) days per week, dependent upon the subcontractor’s availability and within budget constraints. Alternatively, WI will continue to pursue subcontracting a qualified dog team that can provide dog hazing services at the seven (7) priority parks up to five (5) days per week.
The dog team will be scheduled and supervised by the WI PM and coordinated with the BIO(s) tasks to avoid redundancy and conflicts between methods applied.
Costs for this service will be determined upon identification of a qualified entity but will not exceed the costs identified in the cost tables.
Task 4: Remote-controlled Devices to Deter Goose Activity a. Land-based and/or amphibious remote-controlled devices will be used to implement frequent hazing of CAGO at priority parks
i. Equipment may include:
a. Aerial Drones
b. Remote-controlled Amphibious Devices
a. Remote-controlled Boats
b. Lasers
b. Additional equipment may be mounted to devices to increase effect i. Equipment may include:
a. Speakers
b. Other equipment as appropriate
Task 4 Assumptions:
All efforts for this task will require the implementation of techniques and equipment identified in Task 5.
Efforts will require the use of a full-time biologist onsite. Some equipment (e.g. aerial drones), may require additional permissions from FC or other entities
Task 5: Aversive Conditioning
a. An array of adaptive hazing and deterrence methods and equipment will be employed to increase effectiveness on CAGO and reduce their foraging, roosting, and nesting within FC priority parks
i. Equipment may include:
a. Audio Sonic Goose Deterrent Systems
b. Lasers
c. Scare Eye Balloons
d. Fox Lights
e. Predator Decoys
b. Nest searches and addling or destruction will be employed throughout all FCP properties, as feasible, to reduce resident CAGO reproductive success and site fidelity
Task 5 Assumptions:
All efforts in this task will require the implementation of techniques and equipment in Task 4.
Hazing and deterrence work will be conducted by and/or under the direction of WI biologists specialized in conflict mitigation.
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Efforts will require the use of a full-time biologist onsite for a minimum of nine (9) months per contract year.
Higher intensity hazing will be conducted in high-CAGO activity areas within priority areas or parks, as those areas are identified through surveillance. The intensity of hazing effort may be greater during ecologically relevant times of year for CAGO (e.g. ahead of the molt), to maximize effectiveness of the program and achieve desired results.
All techniques/equipment will be approved by FCR prior to deployment. Techniques and equipment used will be site and situationally specific, based on site and CAGO characteristics and limitations.
Task 7: Fogging Using Backpack Style Mobile Mist Blower a. Administration of chemical repellents, such as Methyl Anthranilate, may be used to deter or haze CAGO in select parks, and when conditions to allow for use of this method under permits exist.
Task 7 Assumptions:
This technique will only be administered using a fogging and/or misting device that emits a product that contains Methyl Anthranilate (e.g. EcoBird 4.0, EPA#:
86583-4 or equivalent) into the air up-wind from CAGO that are observed loafing, resting, or foraging within parks.
This method would only be used in compliance with applicable permits, laws and regulations.
Chemical repellents will only be administered by individuals with the appropriate permits, license and/or certifications.
The use of this technique will not exceed two (2) hours per week for 38 weeks.
Monitoring and Metrics
Task 8: Track Success Using Transmitter Tools and Measurable Metrics a. Measures of success will be established for the CAGO management program b. GPS and/or cellular transmitter collars will be fitted to at least one individual from each gaggle, to gather better information on timing of site use, nesting, roosting, foraging in FC parks and surrounding areas
a. Collars will also be used to better understand regional movements between properties and evaluate the efficacy of management methods/techniques throughout the year
c. Cellular Cameras will be positioned in priority parks to gather information on CAGO and human activity for focusing efforts and evaluate the timing, location, and behavioral responses of CAGO to the applied management techniques d. PCS, TS, and/or other survey types will be conducted at priority parks to record presence and abundance of CAGO prior to and during CAGO management efforts Task 8 Assumptions:
A maximum of ten (10) GPS or cellular capable collars will be deployed oObtaining all permits for collaring efforts will not exceed six (6) weeks oCollars will be deployed prior to employing hazing and deterrence techniques to increase collaring efficiency
oIf additional collars are to be deployed, they will be deployed at a cost of $2000 per transmitter.
oIt will take three (3) personnel three (3) days to deploy ten (10) collars on target CAGO.
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oDeployment of all collars may not be preferable in the first period of performance due to late implementation of program and the associated limitations of available candidates.
A maximum of two cameras will be deployed per park.
oAdditional cameras can be deployed at the cost of $1300 per camera. Collar data upload and review will be performed at least once per week. Data analysis and summary will be performed as part of Task 8.
Task 9: Submit Detailed Reports
a. Quarterly reports will be submitted during each performance period, summarizing CAGO management methods/techniques employed, all data collected, and modifications made or recommended to approach
b. An annual report will be submitted following the conclusion of each performance term, summarizing all CAGO management methods/techniques employed, data collected, results of management efforts and established metrics, including the status of meeting the established benchmarks of success, and recommendations for improving the program
Task 9 Assumptions:
For POP1, two Quarterly Reports will be submitted to FC representatives within 30 Days following the conclusion of each quarter. An Annual Report will be submitted within 60 days of the conclusion of each POP.
The submitted costs comprise one annual report revision and two quarterly report revisions per POP. Additional revisions can be made at the rate identified in Task 9 Table.
More frequent reporting can be requested by FC representatives and completed at the costs identified in Task 9 Table.
Task 10: Participate in City Council or Parks and Recreation Committee meetings a. WI will Participate in City Council or Parks and Recreation Committee meetings, as requested, to present findings, demonstrate program success, and recommend adjustments based on monitoring results.
Task 10 Assumptions:
Efforts comprise assisting with the development of presentation materials and attendance of one (1) meeting or event per contract year. If more events would be of advantage, support for those events can be discussed between WI and FCR
Regulatory Compliance
Task 11: Maintain Regulatory Compliance & secure permits for chemical repellents as needed
a. WI will ensure all activities are aligned with local, state, and federal regulations, including compliance with the Migratory Bird Treaty Act (MBTA) and ensure compliance with the mitigation measures identified in the Mitigation Monitoring and Reporting Program (MMRP) for the Plan
b. WI will, upon request, obtain all permits and/or certifications necessary for the employment of chemical repellents, such as Methyl Anthranilate, for the deterrence and/or hazing of CAGO in select parks
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Task 11 Assumptions:
The following permits/certifications will be required and can be obtained to administer the selected chemical repellents for CAGO management:
oPest Control Business License (PCB)
oQualified Applicator License (QAL)
oQualified Applicator Certificate (QAC)
Adaptive Management and Maintenance
Task 12: Refine Strategies Based on CAGO Monitoring Data and Ongoing Challenges a. Senior personnel will utilize physical and digital surveillance, including tracking data from Task 8, collected during CAGO management efforts within priority FCP and other relevant properties, to continue to assess and quantify CAGO presence and behavior within those areas, identify the most appropriate hazing or deterrence methods and times for implementation, and evaluate the efficacy of the methods employed to measure success
b. Refinement of management efforts may include:
I. Adding, removing, or repositioning deterrence and/or surveillance equipment
II. Adjustment of schedule to target times of high CAGO activity and low human activity
III. Addition, removal, or adaptation of management techniques Task 12 Assumptions:
Evaluation and refinement of management efforts will be done concurrently with Tasks 3-8.
Public Outreach and Education
Task 13: Develop Public Education Materials
a. WI will work with FC representatives to consider and develop the following for deployment:
i. Different or additional “Don’t Feed Wildlife” signs for FC Parks ii. Flyers or signage to describe CAGO management techniques/efforts that may be observed within parks
iii. Website and/or social media posts highlighting CAGO management techniques/efforts that may be observed within parks
Task 13 Assumptions:
WI will assist with the development of public educational materials, which FCR will distribute, post, or purchase and install.
Optional Services Descriptions
Task 6: Boat Operation for Surveillance and Hazing of CAGO a. This task is listed as optional, although it is strongly recommended. Utilization of a boat for this program will enhance the effectiveness of hazing techniques and allow for hazing in all areas of the lagoon. Additionally, identification and addling of CAGO nests within some areas of the lagoon shoreline may not be possible without boat access, and result in successful CAGO nesting within the city and lead to more CAGO that are imprinted and accustomed to using the city properties.
b. A gasoline powered motorboat will improve effectiveness of the following program elements:
i. Ability to identify and/or respond to addle CAGO nests within FC Canada Goose Management Plan Implementation
3 6
2 0
ii. Hazing for CAGO that retreat to the water. There may be limitations due to weather and/or ordinances for operating amphibious remote-controlled devices or drones and some areas in the lagoon may not be visible from city property or be too far from areas where WI can access, to safely and effectively deploy remote controlled devices.
iii. Improved efficiency when transitioning between some parks to deploy hazing methods and to get closer to CAGO for deploying some hazing methods
iv. Improved coverage for CAGO surveillance (nighttime and daytime) to ensure that all of FCP and all areas of the lagoon are surveyed to gather behavioral data, and map nesting and roosting locations for deployment of deterrents
Task 6 Assumptions:
All efforts in this task will require the implementation of techniques and equipment in Tasks 4 and 5.
Utilization of a gasoline-powered boat will require permission from the Department of Public Works.
WI will not be responsible for any fees associated with launching the boat within FC lagoon
All techniques/equipment will be approved by FC representatives prior to deployment.
All techniques/equipment will only be implemented if site limitations do not prohibit their use.
Task 14: Secure Required Permits to Begin Egg Addling on Bair Island a. WI will obtain all permits, including the use of drones for aerial mapping of nests and operation within sensitive habitats, necessary to conduct egg addling/destruction on Bair Island
b. WI will conduct permit reporting and maintenance for issued permits c. Coordinate with federal, state, and local agencies, as needed, for egg addling/destruction efforts on Bair Island
Task 14 Assumptions:
If any necessary permit(s) cannot be issued to WI as a contractor, they will be obtained by Foster City, and WI will assist with acquisition and maintenance of those permit(s).
Task 15: Conduct Egg Addling Operations During Nesting Season a. Using 2-3 personnel once per week during the nesting season, WI will survey Bair Island for the presence, location, and number of CAGO nests then target those nests via egg addling and/or destruction efforts
a. Drones may be utilized for aerial mapping of CAGO nests if permitted to by relevant agencies
b. WI will employ CAGO egg addling and/or destruction for all detected nests on Bair Island as allowed within permits
Canada Goose Management Plan Implementation
3 6
2 0
Task 15 Assumptions:
Aerial nest mapping efforts will comprise a maximum of two personnel for 16 hours for the duration of egg addling operations.
oAdditional efforts can be made at the rates identified in Task 15 Table. Egg addling efforts will comprise a maximum of three personnel making up to 14 trips to Bair Island.
oAdditional efforts can be made at the rates identified in Task 15 Table.
Task 16: Review and Analyze Previous Camera Data (1 FEB 2024-30 NOV) a. To be used to support measures of success, WI will review and analyze all digital camera surveillance data (from cameras mounted in priority parks) collected from 1 February-30 November 2024 to help quantify CAGO presence and abundance in priority parks over space and time.
b.Data will be used to help quantify the success of CAGO management efforts (as part of the measures of success) by allowing a comparison between goose activity (per month and as a whole) during the year prior to and following program initiation.
c. All data and analysis will be included in the annual report for POP1, as part of Task 9
19 PAYMENTS
1. The maximum payment to CONSULTANT under this Agreement for the Project shall be:
Year One (FY 2025–26): $389,840.00
Year Two (FY 2026–27): $381,598.00 (Optional)
Year Three (FY 2027–28): $385,306.00 (Optional)
2. METHODS OF PAYMENT FOR CONSULTANT’S SERVICES AND EXPENSES:
Monthly Lump Sum Payments Upon Receipt of Invoices
3. TIMES OF PAYMENTS.
Upon receiving monthly invoices
PROJECTS AND SCHEDULE
Service will be provided at the times and locations identified below. as follows Leo J. Ryan Park
Marlin Park
Gull Park
Erckenbrack Park
Sea Cloud Park
Edgewater Park
Catamaran Park
The contractor and City agree that project implementation may expand beyond the identified 7 high impact parks if the presence of geese is effectively reduced in those parks and/or mitigation efforts become more efficient. Contractor staff will generally be onsite five (5) days per week for eight (8) hours per day, with flexibility to adjust scheduling based on program needs, particularly during initial implementation. Staffing levels, visit frequency, and timing (day or night) will be adaptive. Personnel assignments will ensure compliance with California labor laws and maintain safe operations.
DELIVERABLES
CONSULTANT’s deliverables under the Agreement are enunciated throughout the Professional Services Agreement and include but are not limited to the following:
1. PROJECT DELIVERABLES
1.1DELIVERABLES: Canada Goose Management within identified City Owned Parks
1.2OTHER:
2.CONSULTANT SERVICES. The deliverables considered part of CONSULTANT’s professional services are defined as, but are not limited to, the following deliverables:
2.1SERVICES: Canada Goose Management at locations shown in Exhibit A 20 Leo J. Ryan Memorial Park
Erckenbrack Park
21 Gull Park
Marlin Park
22 Catamaran Park
Sea Cloud Park
Edgewater Park
END OF EXHIBIT A
23 EXHIBIT B
FEE SCHEDULE
Summary
Term. The initial term of the Agreement shall be three years, from August 4, 2025, to June 30, 2026. The maximum that shall be paid to consultant for the Initial Term is $389,840.
The Agreement may be renewed in the sole discretion of the City for two, one-year (12 months), extended terms as follows:
• Optional extended term will be from July 1,2026 to June 30, 2027 • Optional extended term will be from July 1,2027 to June 30, 2028 Task 1: Site Assessments and Habitat Modifications - Initial Site Assessment and Recommendations
Personnel Daily Rate Estimated Days Total
BIO I $ 1,040.00 0 $0.00
BIO II $ 1,150.00 0 $0.00
PM $ 1,240.00 4 $4,960.00
PI $ 1,500.00 2 $3,000.00
TOTAL 6 $7,960.00
Task 2: Site Assessments and Habitat Modifications - Evaluate park-specific challenges Personnel Daily Rate Estimated Days Total
BIO I $ 1,040.00 0 $0.00
BIO II $ 1,150.00 0 $0.00
PM $ 1,240.00 2 $2,480.00
PI $ 1,500.00 1 $1,500.00
TOTAL 3 $3,980.00
Task 3: Use of trained dogs to chase geese
Personnel Monthly Rate # of Months Total
BIO I 0 $0.00
BIO II 0 $0.00
PM 0 $0.00
Dog Team/Month $ 12,000.00 9 $108,000.00
TOTAL 9 $108,000.00
Task 4: Remote-controlled devices to deter geese activity Personnel Daily Rate # of Days Total
BIO I $ 1,040.00 80 $83,200.00
BIO II $ 1,150.00 0 $0.00
PM $ 1,240.00 6 $7,440.00
24 PI $ 1,500.00 0 $0.00
TOTAL 86 $90,640.00
Task 5: Aversive conditioning
Personnel Daily Rate # of Days Total
BIO I $ 1,040.00 80 $83,200.00
BIO II $ 1,150.00 0 $0.00
PM $ 1,240.00 6 $7,440.00
PI $ 1,500.00 0 $0.00
TOTAL 86 $90,640.00
Optional Task 6: Boat Operation for Surveillance and Hazing of CAGO Personnel Daily Rate # of Days Total
BIO I $ 1,040.00 12.5 $13,000.00
BIO II $ 1,150.00 0 $0.00
PM $ 1,240.00 3 $3,720.00
PI $ 1,500.00 0 $0.00
TOTAL 15.5 $16,720.00
Task 7: Hazing and Deterrence - Fogging Using Backpack Style Mobile Mist Blower Emitting Grape Seed
Personnel Daily Rate Estimated Days Total
BIO I $ 1,040.00 9.5 $9,880.00
BIO II $ 1,150.00 0 $0.00
PM $ 1,240.00 1 $1,240.00
PI $ 1,500.00 0 $0.00
TOTAL 10.5 $11,120.00
Task 8: Monitoring and Metrics - Track Success using GPS Tools and Measurable Metrics Personnel Daily Rate Estimated Days Total
BIO I $ 1,040.00 10 $10,400.00
BIO II $ 1,150.00 3 $3,450.00
PM $ 1,240.00 5 $6,200.00
PI $ 1,500.00 3 $4,500.00
Transmitters $ 1,500.00 10 $15,000.00
TOTAL 31 $39,550.00
25 Task 9: Submit detailed reports
Personnel Daily Rate # of Days Total
BIO I $ 1,040.00 0 $0.00
BIO II $ 1,150.00 0 $0.00
PM $ 1,240.00 9 $11,160.00
PI $ 1,500.00 4 $6,000.00
TOTAL $17,160.00
Task 10: Participate in City Council or Parks and Recreation Committee meetings Personnel Daily Rate # of Days Total
BIO I $ 1,040.00 0 $0.00
BIO II $ 1,150.00 0 $0.00
PM $ 1,240.00 1 $1,240.00
PI $ 1,500.00 0 $0.00
TOTAL $1,240.00
Task 11: Regulatory Compliance (MBTA, MMRP, Chemical Repellents) and Secure Permits or Recommendations for Chemical Repellents as Needed
Personnel Daily Rate Estimated Days Total
BIO I $ 1,040.00 0 $0.00
BIO II $ 1,150.00 1 $1,150.00
PM $ 1,240.00 3 $3,720.00
PI $ 1,500.00 1 $1,500.00
TOTAL 5 $6,370.00
Task 12: Adaptive Management and Maintenance - Refine Strategies Based on Monitoring Data and Ongoing Challenges
Personnel Daily Rate Estimated Days Total
BIO I $ 1,040.00 0 $0.00
BIO II $ 1,150.00 0 $0.00
PM $ 1,240.00 3 $3,720.00
PI $ 1,500.00 2 $3,000.00
TOTAL 5 $6,720.00
Task 13: Develop public education materials
Personnel Daily Rate # of Days Total
BIO I $ 1,040.00 0 $0.00
BIO II $ 1,150.00 0 $0.00
PM $ 1,240.00 4 $4,960.00
PI $ 1,500.00 1 $1,500.00
TOTAL $6,460.00
26 Optional Task 14: Egg Addling - Secure required permits to begin egg addling on Bair Island (Don Edwards San Francisco Bay National Wildlife Refuge) Personnel Daily Rate Estimated Days Total
BIO I $ 1,040.00 0 $0.00
BIO II $ 1,150.00 0 $0.00
PM $ 1,240.00 1 $1,240.00
PI $ 1,500.00 3.5 $5,250.00
TOTAL 4.5 $6,490.00
Optional Task 15: Conduct egg addling operations during nesting season and keep accurate records of total nests and eggs addled
Personnel Daily Rate # of Days Total
BIO II $ 1,150.00 14 $16,100.00
BIO II $ 1,150.00 16 $18,400.00
PM $ 1,240.00 16 $19,840.00
PI $ 1,500.00 0 $0.00
TOTAL 46 $54,340.00
Optional Task 16: Review and Analyze Previous Camera Data Personnel Daily Rate # of Days Total
BIO I $ 1,040.00 13 $13,520.00
BIO II $ 1,150.00 0 $0.00
PM $ 1,240.00 1 $1,240.00
PI $ 1,500.00 0 $0.00
TOTAL TBD $14,760.00
27 Cost Summary by Task for Period of Performance 1 (2025/2026)
TASK REQUESTED SERVICES OPTIONAL
Task 1: Conduct site assessments tailored to each park’s conditions $ 7,960.00 Task 2: Evaluate park-specific challenges $ 3,980.00
Task 3: Use of trained dogs to chase geese $ 108,000.00 Task 4: Remote-controlled devices to deter geese activity $ 90,640.00 Task 5: Aversive conditioning $ 90,640.00
Task 7: Fogging using backpack style mobile mist blower emitting grape seed $ 11,120.00 Task 8: Track success using GPS tools and measurable metrics $ 39,550.00 Task 9: Submit detailed reports $ 17,160.00
Task 10: Participate in City Council or Parks and Recreation Committee meetings $ 1,240.00 Task 11: Regulatory Compliance & Secure permits for chemical repellents as needed $ 6,370.00 Task 12: Refine strategies based on monitoring data and ongoing challenges $ 6,720.00 Task 13: Develop public education materials $ 6,460.00
Optional Task 6: Boat Operation for Surveillance and Hazing of CAGO $ 16,720.00 Optional Task 14: Secure required permits to begin egg addling on Bair Island $ 6,490.00 Optional Task 15: Conduct egg addling operations during nesting season $ 54,340.00 Optional Task 16: Review and Analyze Previous Camera Data $ 14,760.00 $ 389,840.00 $ 92,310.00
28 Cost Summary by Task for Period of Performance 2 (2026/2027)
TASK REQUESTED SERVICES OPTIONAL
Task 1: Conduct site assessments tailored to each park’s conditions $ - Task 2: Evaluate park-specific challenges $ -
Task 3: Use of trained dogs to chase geese $ 123,600.00 Task 4: Remote-controlled devices to deter geese activity $ 108,368.06 Task 5: Aversive conditioning $ 108,368.06
Task 7: Fogging using backpack style mobile mist blower emitting grape seed $ 6,492.10 Task 8: Track success using GPS tools and measurable metrics $ 15,356.30 Task 9: Submit detailed reports $ 15,543.58
Task 10: Participate in City Council or Parks and Recreation Committee meetings $ 1,290.10 Task 11: Regulatory Compliance & Secure permits for chemical repellents as needed $ - Task 12: Refine strategies based on monitoring data and ongoing challenges $ 1,290.10 Task 13: Develop public education materials $ 1,290.10
Optional Task 6: Boat Operation for Surveillance and Hazing of CAGO $ 17,395.49 Optional Task 14: Secure required permits to begin egg addling on Bair Island $ 1,560.60 Optional Task 15: Conduct egg addling operations during nesting season $ 56,535.34 Optional Task 16: Review and Analyze Previous Camera Data $ 15,356.30 $ 381,598.39 $ 90,847.73
29 Cost Summary by Task for Period of Performance 3 (2027/2028)
TASK REQUESTED SERVICES OPTIONAL
Task 1: Conduct site assessments tailored to each park’s conditions $ - Task 2: Evaluate park-specific challenges $ -
Task 3: Use of trained dogs to chase geese $ 127,308.00 Task 4: Remote-controlled devices to deter geese activity $ 108,368.06 Task 5: Aversive conditioning $ 108,368.06
Task 7: Fogging using backpack style mobile mist blower emitting grape seed $ 6,492.10 Task 8: Track success using GPS tools and measurable metrics $ 15,356.30 Task 9: Submit detailed reports $ 15,543.58
Task 10: Participate in City Council or Parks and Recreation Committee meetings $ 1,290.10 Task 11: Regulatory Compliance & Secure permits for chemical repellents as needed $ - Task 12: Refine strategies based on monitoring data and ongoing challenges $ 1,290.10 Task 13: Develop public education materials $ 1,290.10
Optional Task 6: Boat Operation for Surveillance and Hazing of CAGO $ 17,395.49 Optional Task 14: Secure required permits to begin egg addling on Bair Island $ 1,560.60 Optional Task 15: Conduct egg addling operations during nesting season $ 56,535.34 Optional Task 16: Review and Analyze Previous Camera Data $ 15,356.30 $ 385,306.39 $ 90,847.73
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4866-0924-0181 v1
EXHIBIT C
INSURANCE FORMS
CONSULTANT shall provide, in addition to the Certificates of Insurance, original Endorsement affecting the coverages specified in herein on the attached form. No substitute form will be accepted.
This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated August 4, 2025 by and between Wildlife Innovations, Inc. hereinafter referred to as "Consultant”, and the City of Foster City, hereinafter referred to as "City", providing for professional services.
1.Consultant's Duty to Show Proof of Insurance. Consultant, in order to protect City and its Council members, officials, agents, officers, and employees against all claims and liability for death, injury, loss and damage as a result of Consultant's acts, errors, or omissions in connection with the performance of Consultant's obligations, as required in this Agreement, shall secure and maintain insurance as described below. Consultant shall not perform any work under this Agreement until Consultant has obtained all insurance required under this section and the required certificates of insurance and all required endorsements have been filed with the City's authorized insurance representative, insurance Tracking Services Inc. (ITS). Receipt of evidence of insurance that does not comply with all applicable insurance requirements shall not constitute a waiver of the insurance requirements set forth herein. The required documents must be signed by the authorized representative of the insurance company shown on the certificate. Upon request, Consultant shall supply proof that such person is an authorized representative thereof, and is authorized to bind the named underwriter(s) and their company to the coverage, limits and termination provisions shown thereon, Consultant shall promptly deliver to ITS a certificate of insurance, and all required endorsements, with respect to each renewal policy, as necessary to demonstrate the maintenance of the required insurance coverage for the term specified herein. Such certificates and endorsements shall be delivered to ITS prior to the expiration date of any policy and bear a notation evidencing payment of the premium thereof if so requested. Consultant shall immediately pay any deductibles and self-insured retentions under all required insurance policies upon the submission of any claim by Consultant or City as an additional insured.
1.1 Insurance Requirements
Commercial General Liability Insurance
☒Commercial General Liability Insurance including, but not limited to, Contractual Liability Insurance (specifically concerning the indemnity provisions of this Agreement with the City ), Products-Completed Operations Hazard, liability for slander, false arrest and invasion of privacy arising out of professional services rendered hereunder, Personal Injury (including bodily injury and death), and Property Damage for liability arising out of Consultant's performance of services under this Agreement. The Commercial General Liability insurance shall contain no exclusions or limitation for independent contractors working on the behalf of the named insured. Consultant shall maintain the Products-Completed Operations Hazard coverage for the longest period allowed by law following termination of this Agreement. The amount of said insurance coverage required by this Agreement shall be the policy limits, which shall be at least two million dollars ($2,000,000) each occurrence and three million dollars ($3,000,000) 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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☒ Business Automobile Liability Insurance
Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering any vehicle and/or all owned, leased, hired and non-owned vehicles used in the performance of Services pursuant to this Agreement with coverage equal to the policy limits, which shall be at least one million dollars ($1,000,000) each occurrence.
☒ Workers' Compensation Insurance
Consultant shall submit written proof that Consultant is insured against liability for workers' compensation in accordance with the provisions of section 3700 of the California Labor Code. Consultant shall require any Subconsultants to provide workers' compensation for all of the Subconsultants' employees, unless the Subconsultants' employees are covered by the insurance afforded by Consultant. If any class of employees engaged in work or services performed under this Agreement is not covered by California Labor Code section 3700, Consultant shall provide and/or require each Subconsultant to provide adequate insurance for the coverage of employees not otherwise covered. Consultant shall also maintain employer's liability insurance with limits of one million dollars ($1,000,000) for bodily injury or disease. Professional Liability Insurance
Professional Liability (Errors and Omissions) Insurance, for liability arising out of, or in connection with, all negligent acts, errors or omissions in connection with services to be provided under this Agreement, with no exclusion for claims of one insured against another insured, with coverage equal to the policy limits, which shall not be less than five million dollars ($5,000,000) per occurrence and five million dollars ($5,000,000) aggregate. Installation Floater
Installation Floater, covering the work performed under this Contract, against all risks of direct physical loss. The policy shall cover the Contractor’s labor, materials and equipment, including materials and equipment in transit or away from the project site, to be installed in the existing structure(s). The coverage shall be written for an amount equal to the initial contract amount plus the value of any subsequent change orders, subject to a deductible of not more than [$10,000] payable by Contractor.
Cyber Liability Insurance
Cyber Liability Insurance, covering network risk and cyber liability (including coverage for unauthorized access, failure of security, breach of privacy perils, as well at notification costs and regulatory defense) in an amount of not less than $1,000,000. Such insurance shall be maintained in force at all times during the term of the Contract and for a period of two years thereafter for services completed during the term of the Contract.
1.2 Self-Insured Retention
Any self-insured retentions in excess of $100,000 must be declared on the Certificate of insurance or other documentation provided to City and must be approved by the City Risk Manager.
1.3 Claims-Made Basis Coverage
If any of the insurance coverages required under this Agreement is written on a claims-made basis, Consultant, at Consultant's option, shall either (i) maintain said coverage for at least five (5) years following the termination of this Agreement with coverage extending back to the effective date of this Agreement; (ii) purchase an extended reporting period of not less than five (5) years following the termination of this Agreement; or (iii) acquire a full prior acts provision on any renewal or replacement policy.
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2.City as Additional Insured
On Consultant's Commercial General Liability and Automobile policies, the City, its Council members, officers, directors, agents, employees, and volunteers, shall be named as additional insured's, but only with respect to liability arising out of the activities of the named insured. Any endorsement shall be provided using one of the following three options: (i) on ISO form CG 20 10 1 1 85; or (ii) on ISO form CG 20 37 10 01 plus either ISO form CG 20 10 10 01 or CG 20 33 10 01; or (iii) on such other forms which provide coverage at least equal to or better than form CG 20 10 1 1 85.
3.Insurance terms and conditions:
3.1 Cancellation of Insurance
The above stated insurance coverages required to be maintained by Consultant shall be maintained until the completion of all of Consultant's obligations under this Agreement except as otherwise indicated herein. Each insurance policy supplied by Consultant shall not be suspended, voided, cancelled or reduced in coverage or in limits except after ten (10) days written notice by Consultant in the case of non-payment of premiums, or thirty (30) days written notice in all other cases. This notice requirement does not waive the insurance requirements stated herein.
Consultant shall immediately obtain replacement coverage for any insurance policy that is terminated, canceled, non- renewed, or whose policy limits have been exhausted or upon insolvency of the insurer that issued the policy.
3.2 All insurance shall be issued by a company or companies admitted to do business in California and listed in the current "Best's Key Rating Guide" publication with a minimum rating of A-; VII Any exception to these requirements must be approved by the City Risk Manager.
3.3 If Consultant is, or becomes during the term of this Agreement, self-insured or a member of a self-insurance pool, Consultant shall provide coverage equivalent to the insurance coverages and endorsements required above.
The City will not accept such coverage unless the City determines, in its sole discretion and by written acceptance, that the coverage proposed to be provided by Consultant is equivalent to the above-required coverages.
3.4 For any claims related to the Agreement, the Consultant’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City , its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.
3.5 Insurance coverages in the minimum amounts set forth herein shall not be construed to relieve Consultant for any liability, whether within, outside, or in excess of such coverage, and regardless of solvency or insolvency of the insurer that issues the coverage; nor shall it preclude the City from taking such other actions as are available to it under any other provision of this Agreement or otherwise in law.
3.6 Failure by Consultant to maintain all such insurance in effect at all times required by this Agreement shall be a material breach of this Agreement by Consultant. City, at its sole option, may terminate this Agreement and obtain damages from Consultant resulting from said breach. Alternatively, City may purchase such required insurance coverage, and without further notice to Consultant, City shall deduct from sums due to Consultant any premiums and associated costs advanced or paid by City for such insurance. If the balance of monies obligated to Consultant pursuant to this Agreement are insufficient to reimburse City for the premiums and any associated costs, Consultant agrees to reimburse City for the premiums and pay for all costs associated with the purchase of said insurance. Any failure by City to take this alternative action shall not relieve Consultant of its obligation to obtain and maintain the insurance coverages required by this Agreement.
3.7 Should any of the required insurance (other than errors and omissions insurance) be provided under a form of coverage that includes a general annual aggregate limit or provides that claims investigation or legal defenses costs be included in such general aggregate limit, such general annual aggregate limit shall be double the occurrence or claims limit specified above.
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3.8 City may (but is under no obligation to) secure project-specific insurance, wrap-up insurance, or administer an owner controlled insurance program ("OCIP"), in which case Consultant and its subconsultants shall communicate this fact to their insurance carriers and request that the risk of this project be excluded from their practice policies.
Consultant's fees under this Agreement (and the fee of its subconsultants under subconsultant agreements) shall be reduced by the amount of insurance premiums that may be avoided by Consultant and its subconsultants by virtue of the City's obtaining the project-specific insurance, wrap-up insurance or administering an OCIP, and the exclusion of this project from coverage of Consultant's and subconsultants policies. Construction Manager and its subconsultants shall afford City access to their books and records and cooperate with City in verifying the amount of savings realized.
ATTACHED
1. Insurance Coverage Form
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EXHIBIT C
This INSURANCE COVERAGE FORM modifies or documents insurance provided under the following:
Named Insured: Effective Work Date(s):
Description of Work/Locations/Vehicles:
ADDITIONAL INSURED: City of Foster City/Estero Municipal Improvement District (CITY) 610 Foster City Boulevard, Foster City, CA 94404
Attention: _________________________________
Contract Administrator
Endorsement and Certificates of Insurance Required
The Additional Insured, its elected or appointed officers, officials, employees and volunteers are included as insureds with regard to damages and defense of claims arising from: (Check all that apply)
Insurer Policy
No.
General Liability: (a) activities performed by or on behalf of the Named Insured, (b) products and completed operations of the Named Insured, (c) premises owned, leased occupied or used by the Named Insured, and/or (d) permits issued for operations performed by the Named Insured. {Note:
MEETS OR EXCEEDS ISO Form # CG 20 10 11 85}
Auto Liability: the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Named Insured, regardless of whether liability is attributable to the Named Insured or a combination of the Named Insured and the Additional Insured, its elected or appointed officers, officials, employees or volunteers.
Other: [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.
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SIGNATURE OF AUTHORIZED REPRESENTATIVE (original signature required) ORGANIZATION: TITLE:
ADDRESS:
TELEPHONE: ( ) DATE ISSUED:
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EXHIBIT D
COVID-19 AMENDMENT/ATTACHMENT
(Consulting Agreement Form)
This COVID-19 Amendment/Attachment amends the Agreement between City of Foster City (“City”) and Wildlife Innovations, LLC. (“Consultant”) dated ___________________________.
1. Definitions
A. The 2019 novel coronavirus and the disease it causes are collectively referred to herein as “COVID-19”.
B. A “COVID-19 Condition” is something attributable to COVID-19 not caused by the Consultant (which for purposes herein includes all subconsultants) and beyond its reasonable control including but not limited to COVID-19 Proclamations and supply chain disruptions due to COVID-19, and other circumstances concerning COVID-19 not caused by the Consultant and which are beyond its reasonable control.
C. A “COVID-19 Proclamation” includes but is not limited to orders, directives and guidance concerning COVID-19 that have been issued, and which may be issued from time to time, by public agencies or regulatory bodies, the CDC or OSHA or Cal/OSHA, including without limitation the Cal/OSHA COVID-19 Prevention Emergency Temporary Standards. Consultant acknowledges that those orders, directives and guidance may require the Project to shut down or otherwise increase the Consultant’s cost or time of performance by calling for things such as social distancing and the use of personal protective equipment. In the event of conflicting COVID-19 Proclamations, the Consultant shall follow the most applicable, restrictive and newest COVID-19 Proclamations.
D. An “Unknown COVID-19 Condition” is a COVID-19 Condition the Consultant did not know about, and reasonably should not have known about, as of the date the Consultant submitted its proposal. The requirements contained in COVID-19 Proclamations issued before submission of a proposal are not Unknown COVID-19 Conditions, and the Consultant will be deemed to have knowledge of those requirements.
E. An “Unknown COVID-19 Cost” is a cost that: (i) is solely attributable to an Unknown COVID- 19 Condition; (ii) is reasonable and unavoidable under the circumstances; (iii) is not the result of the Consultant’s failure to comply with the contract documents or a COVID-19 Proclamation; and (iv) is not the result of a subconsultants failure to comply with a COVID-19 Proclamation in connection with the performance of the Services.
2. COVID-19 Conditions and Proposal. Consultant is expected to know and is deemed to have known about COVID-19 Conditions when it submits its proposal, and COVID-19 Conditions must be accounted for in the Consultant’s price and schedule. In order to be entitled to any relief from a COVID- 19 Condition, the Consultant must demonstrate that the issue, cost or delay is due to an Unknown COVID-19 Condition.
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3. Compliance with COVID-19 Proclamations.
A. Consultant shall comply with COVID-19 Proclamations in the performance of the Services, irrespective of when the COVID-19 Proclamations are issued, and as they pertains to performance of the Services. The cost of such compliance is non-compensable, except as otherwise expressly stated herein.
B. Consultant is responsible to ensure that its subconsultants and suppliers comply with COVID- 19 Proclamations at all times in connection with the performance of their Services.
4. Delay. The Consultant is entitled to a reasonable time extension for an Unknown COVID-19 Condition. Such time extension is non-compensable.
5. City Directed Suspension. The City may suspend Services due to COVID-19 health concerns, even though the Consultant may be allowed to proceed with the Services based on COVID-19 Proclamations. The City may suspend the Services for its convenience. The Consultant is entitled to a time extension for a City Directed Suspension, and the contract amount will be equitably adjusted if and to the extent Consultant incurs increased costs that are Unknown COVID-19 Costs.
6. Compensation for COVID-19 Costs. City will reimburse the Consultant for Unknown COVID-19 Costs that are not included in the schedule of values.
7. Safe Work Practices. Consultant shall implement safe work practices recommended by CDC or OSHA or Cal/OSHA, which may include, inter alia, screening all employees, subconsultants, or others (“worker(s)”) at all locations where Services are performed for signs and symptoms of COVID-19; adopting staggered work schedules, e.g., providing alternating workdays or extra shifts, to reduce the total number of employees on a site at any given time and to ensure physical distancing; identifying choke points where workers are forced to stand together, such as hallways and elevators, ingress and egress points, break areas, and buses, and implement policies to maintain social distancing; coordinating deliveries in line with the employer's minimal contact and cleaning protocols; and instituting a rigorous housekeeping program to reduce dust levels at all exterior locations. Consultant remains fully responsible for following and complying with changes to recommended safe work practices from time to time.
8. Monitoring and Reporting. City may require the Consultant to actively monitor the health of its workers through temperature checks and questionnaires of major COVID-19 symptoms, including but not limited to cough, fever above 100.4 degrees Fahrenheit and shortness of breath. Consultant shall immediately report to City any outbreaks of COVID-19 among its workers. The Consultant shall not knowingly allow any worker who has tested positive with COVID-19 to enter a City building. In the event of an outbreak or an exposure to COVID-19, the City may impose appropriate mitigation strategies which may be in consultation with the public health officer.
9. Conflicts. In the event of an inconsistency between this COVID-19 Amendment and the Agreement, this Addendum shall control.
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IN WITNESS WHEREOF, the City and Consultant have executed this Covid-19 Amendment as of the date set forth above.
CONSULTANT: CITY:
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