Agenda packet — Foster City City Council, April 6, 2026

CITY OF FOSTER CITY/
ESTERO MUNICIPAL IMPROVEMENT DISTRICT
FOSTER CITY COUNCIL CHAMBERS
620 FOSTER CITY BOULEVARD
FOSTER CITY, CALIFORNIA
MEMBERS OF THE PUBLIC THAT WISH TO ATTEND AND/OR PARTICIPATE IN A MEETING MAY DO SO IN PERSON. DUE TO TECHNICAL DIFFICULTIES, THE MEETING WILL NOT BE AVAILABLE VIA ZOOM OR OTHER STREAMING SERVICES. PUBLIC COMMENTS WILL BE ACCEPTED IN PERSON. 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.

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) Due to technical difficulties, the meeting will not be available via Zoom or other streaming services.

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

AMENDED
Monday, April 06, 2026 6:30 PM
REGULAR MEETING AS CITY COUNCIL/EMID BOARD OF

DIRECTORS

1. CALL TO ORDER

2. PLEDGE OF ALLEGIANCE

3. ROLL CALL
Councilmembers/ex officio EMID Directors Stacy Jimenez, Suzy Niederhofer, Patrick Sullivan, Phoebe Venkat, and Mayor/President Art Kiesel

4. SPECIAL PRESENTATIONS

4.1. Presentation by Peninsula Clean Energy dba WestLight Energy

4.2. Presentation by SamTrans Regarding SB 63 Local Investment Plan

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

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

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

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

6.1. City/EMID Special Meeting Minutes of March 23, 2026

6.2. A Resolution of the City Council of the City of Foster City Amending the City Hall Flag Display Policy to Add the LGBTQIA+ Progress Pride Flag as an Approved Alternative Flag to the City’s Flag Policy and Repealing City Resolution No. 202058
a) Staff Report
b) Adopt Resolution

6.3. A Resolution of the City Council of the City of Foster City Approving an Administrative Amendment to Paragraph 2.2 of the Peninsula Clean Energy Joint Powers Agreement Reflecting the Name Change of Peninsula Clean Energy to WestLight Energy
a) Staff Report
b) Adopt Resolution

6.4. A Resolution of the City Council of the City of Foster City Authorizing the Foster City Police Department to Enter Into an Agreement with Peregrine Technologies for Data Aggregation Platform and Authorizing the Chief of Police to Sign the Agreement
a) Staff Report
b) Adopt Resolution

6.5. A Resolution of the City Council of the City of Foster City Authorizing a Change to the Previously Approved Appropriation From the Vehicle Replacement Fund (501) to Account No. 50105604314384, Increasing the Amount From $84,687 to $88,456 ($3,769 Increase); Amending the Award for the Ford Expedition Max Active 4 Wd Vehicle by Changing the Vendor From Towne Ford to Serramonte Ford and Correcting the Bid Amount From $69,225 to $72,994; And Finding the Purchase Exempt From Review Under the California Environmental Quality Act (CEQA) 15061(B)(3) a) Staff Report
b) Adopt Resolution

6.6. a) A Resolution of the City Council of the City of Foster City Approving a Supplemental Appropriation of $13,844,250 for an Additional Discretionary Payment to CalPERS for the Partial Paydown of the City’s Unfunded Accrued Liability; and
b) A Resolution of the Board of Directors of the Estero Municipal Improvement District Approving a Supplemental
Appropriation Totaling $1,155,750 for an Additional Discretionary Payment to CalPERS for the Partial Paydown of the District’s Unfunded Accrued Liability
c) Staff Report
d) Adopt Resolutions

6.7. a) A Resolution of the City Council of the City of Foster City Authorizing the TwoYear Extension of the Existing Agreement for Professional Services (Audit/Accounting Services) With Badawi & Associates for FY 202526 and FY 202627 Financial Statement Audits and Associated Services for a Total of $52,930 per Year, Including Optional Services, if Required; and b) A Resolution of the Board of Directors of the Estero Municipal Improvement District Authorizing the TwoYear Extension of the Existing Agreement for Professional Services (Audit/Accounting Services) With Badawi & Associates for FY 202526 and FY 202627 Financial Statement Audits and Associated Services for a Total of $52,930 per Year, Including Optional Services, if Required
c) Staff Report
d) Adopt Resolutions

6.8. a) A Resolution of the City Council of the City of Foster City Accepting the Work by West Star Environmental, Inc. For the Fuel Systems Improvements Project (CIP 301700) and Directing the City Clerk to File the Notice of Completion (CEQA Status: Exempt Pursuant to Section 15061(B)(3) and 15301(C) – Existing Facilities); and
b) A Resolution of the Board of Directors of the Estero Municipal Improvement District Accepting the Work by West Star Environmental, Inc.

For the Fuel Systems Improvements Project (CIP301700) and Directing the District Secretary to File the Notice of Completion (CEQA Status: Exempt Pursuant to Section 15061(B)(3) and 15301(C) – Existing Facilities)
c) Staff Report
d) Adopt Resolutions

7. 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.

8. CLOSED SESSION

8.1. Threat to Public Services or Facilities
Consultation with: (Cory Call, Chief of Police, Caitlin Smith and Pasha Sternberg, Polsinellie PC)

8.2. Conference with Real Property Negotiators
Property: 2401 E. Third Avenue, Foster City
City and EMID negotiator: City/District Manager
Negotiating parties: VB Golf, LLC
Under negotiation: price and terms of payment

8.3. Public Employee Performance Evaluation (Government Code 54957) Title:

City Manager

8.4. Report Out from Closed Session

9. 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 ondemand:
https://www.fostercity.org/agendasandminutes

1 CITY OF FOSTER CITY/
ESTERO MUNICIPAL IMPROVEMENT DISTRICT
FOSTER CITY COUNCIL CHAMBERS
620 FOSTER CITY BOULEVARD
FOSTER CITY, CALIFORNIA
MEMBERS OF THE PUBLIC THAT WISH TO ATTEND AND/OR PARTICIPATE IN A MEETING MAY DO SO IN PERSON. DUE TO TECHNICAL DIFFICULTIES, THE MEETING WILL NOT BE AVAILABLE VIA ZOOM OR OTHER STREAMING SERVICES. PUBLIC COMMENTS WILL BE ACCEPTED IN PERSON. 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:

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

AGENDA

AMENDED
Monday, April 06, 2026 6:30 PM
REGULAR MEETING AS CITY COUNCIL/EMID BOARD OF

DIRECTORS

1. CALL TO ORDER

2. PLEDGE OF ALLEGIANCE

3. ROLL CALL
Councilmembers/ex officio EMID Directors Stacy Jimenez, Suzy Niederhofer, Patrick Sullivan, Phoebe Venkat, and Mayor/President Art Kiesel

4. SPECIAL PRESENTATIONS

4.1. Presentation by Peninsula Clean Energy dba WestLight Energy

4.2. Presentation by SamTrans Regarding SB 63 Local Investment Plan

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

6.1. City/EMID Special Meeting Minutes of March 23, 2026

8. CLOSED SESSION

8.1. Threat to Public Services or Facilities
Consultation with: (Cory Call, Chief of Police, Caitlin Smith and Pasha Sternberg, Polsinellie PC)

8.3. Public Employee Performance Evaluation (Government Code 54957) Title:

City Manager

8.4. Report Out from Closed Session

9. ADJOURNMENT
The public is invited to attend.

City Council meetings ondemand:
https://www.fostercity.org/agendasandminutes

2 CITY OF FOSTER CITY/
ESTERO MUNICIPAL IMPROVEMENT DISTRICT
FOSTER CITY COUNCIL CHAMBERS
620 FOSTER CITY BOULEVARD
FOSTER CITY, CALIFORNIA
MEMBERS OF THE PUBLIC THAT WISH TO ATTEND AND/OR PARTICIPATE IN A MEETING MAY DO SO IN PERSON. DUE TO TECHNICAL DIFFICULTIES, THE MEETING WILL NOT BE AVAILABLE VIA ZOOM OR OTHER STREAMING SERVICES. PUBLIC COMMENTS WILL BE ACCEPTED IN PERSON. 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:

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

AGENDA

AMENDED
Monday, April 06, 2026 6:30 PM
REGULAR MEETING AS CITY COUNCIL/EMID BOARD OF

DIRECTORS

1. CALL TO ORDER

2. PLEDGE OF ALLEGIANCE

3. ROLL CALL
Councilmembers/ex officio EMID Directors Stacy Jimenez, Suzy Niederhofer, Patrick Sullivan, Phoebe Venkat, and Mayor/President Art Kiesel

4. SPECIAL PRESENTATIONS

4.1. Presentation by Peninsula Clean Energy dba WestLight Energy

4.2. Presentation by SamTrans Regarding SB 63 Local Investment Plan

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

6.1. City/EMID Special Meeting Minutes of March 23, 2026

8. CLOSED SESSION

8.1. Threat to Public Services or Facilities
Consultation with: (Cory Call, Chief of Police, Caitlin Smith and Pasha Sternberg, Polsinellie PC)

8.3. Public Employee Performance Evaluation (Government Code 54957) Title:

City Manager

8.4. Report Out from Closed Session

9. ADJOURNMENT
The public is invited to attend.

City Council meetings ondemand:
https://www.fostercity.org/agendasandminutes

3 CITY OF FOSTER CITY/
ESTERO MUNICIPAL IMPROVEMENT DISTRICT
FOSTER CITY COUNCIL CHAMBERS
620 FOSTER CITY BOULEVARD
FOSTER CITY, CALIFORNIA
MEMBERS OF THE PUBLIC THAT WISH TO ATTEND AND/OR PARTICIPATE IN A MEETING MAY DO SO IN PERSON. DUE TO TECHNICAL DIFFICULTIES, THE MEETING WILL NOT BE AVAILABLE VIA ZOOM OR OTHER STREAMING SERVICES. PUBLIC COMMENTS WILL BE ACCEPTED IN PERSON. 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:

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

AGENDA

AMENDED
Monday, April 06, 2026 6:30 PM
REGULAR MEETING AS CITY COUNCIL/EMID BOARD OF

DIRECTORS

1. CALL TO ORDER

2. PLEDGE OF ALLEGIANCE

3. ROLL CALL
Councilmembers/ex officio EMID Directors Stacy Jimenez, Suzy Niederhofer, Patrick Sullivan, Phoebe Venkat, and Mayor/President Art Kiesel

4. SPECIAL PRESENTATIONS

4.1. Presentation by Peninsula Clean Energy dba WestLight Energy

4.2. Presentation by SamTrans Regarding SB 63 Local Investment Plan

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

6.1. City/EMID Special Meeting Minutes of March 23, 2026

8. CLOSED SESSION

8.1. Threat to Public Services or Facilities
Consultation with: (Cory Call, Chief of Police, Caitlin Smith and Pasha Sternberg, Polsinellie PC)

8.3. Public Employee Performance Evaluation (Government Code 54957) Title:

City Manager

8.4. Report Out from Closed Session

9. ADJOURNMENT
The public is invited to attend.

City Council meetings ondemand:
https://www.fostercity.org/agendasandminutes

4 CITY OF FOSTER CITY/
ESTERO MUNICIPAL IMPROVEMENT DISTRICT
FOSTER CITY COUNCIL CHAMBERS
620 FOSTER CITY BOULEVARD
FOSTER CITY, CALIFORNIA
MEMBERS OF THE PUBLIC THAT WISH TO ATTEND AND/OR PARTICIPATE IN A MEETING MAY DO SO IN PERSON. DUE TO TECHNICAL DIFFICULTIES, THE MEETING WILL NOT BE AVAILABLE VIA ZOOM OR OTHER STREAMING SERVICES. PUBLIC COMMENTS WILL BE ACCEPTED IN PERSON. 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:

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

AGENDA

AMENDED
Monday, April 06, 2026 6:30 PM
REGULAR MEETING AS CITY COUNCIL/EMID BOARD OF

DIRECTORS

1. CALL TO ORDER

2. PLEDGE OF ALLEGIANCE

3. ROLL CALL
Councilmembers/ex officio EMID Directors Stacy Jimenez, Suzy Niederhofer, Patrick Sullivan, Phoebe Venkat, and Mayor/President Art Kiesel

4. SPECIAL PRESENTATIONS

4.1. Presentation by Peninsula Clean Energy dba WestLight Energy

4.2. Presentation by SamTrans Regarding SB 63 Local Investment Plan

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

6.1. City/EMID Special Meeting Minutes of March 23, 2026

8. CLOSED SESSION

8.1. Threat to Public Services or Facilities
Consultation with: (Cory Call, Chief of Police, Caitlin Smith and Pasha Sternberg, Polsinellie PC)

8.3. Public Employee Performance Evaluation (Government Code 54957) Title:

City Manager

8.4. Report Out from Closed Session

9. ADJOURNMENT
The public is invited to attend.

City Council meetings ondemand:
https://www.fostercity.org/agendasandminutes

5 Peninsula Clean EnergyBriefing Foster City CouncilApril 6, 2026

4.1 4.1 Presentation

6 GenerationDeliverySavings

4.1 4.1 Presentation

7 Moving Local Energy Goals Forward in Foster City since 2016Local Impact,Delivered Together•Lower costs•Cleaner energy •Community reinvestment•84 EV charging ports •125 home electrification rebates for heat pump water heaters and HVAC

4.1 4.1 Presentation

8 $9.8M in bill savingsMore than 7 free daysof electricity per year for each household 100% clean energy sourcesProvided from solar, wind, hydro & geothermal Foster City Community Benefits
$2.9M in community reinvestmentBill credits, solar system credits, customer rebates, and Zero-interest loans

4.1 4.1 Presentation

9 Our role has expanded
…to long-term partnershipsthat help customers make energy investment decisions fortheir homes and businesses.

From electricity provider focused on maintaining lower rates and reducing carbon emissions

4.1 4.1 Presentation

10 Focus on Foster CityThe Year Ahead•Continued rate savings, currently at ~10% discount•New residential solar+storageroll out•Continued partnership with the City of Foster City and Foster City Chamber of Commerce •Participation at local City events•Earth Day Foster City•Gilead Earth Day

4.1 4.1 Presentation

11 And coming soon! The spirit of the West meets the power & promise of LightPCE becomes WestLightEnergySame great agency, great new chapter

4.1 4.1 Presentation

12 Support Our Next ChapterOur Ask Tonight•Approve the JPA amendment that reflects our new name•Help us clearly communicate the change to customers•Join us in marking our 10-year service anniversary!•Policy reception in the Fall•Community activities•Shared communications

4.1 4.1 Presentation

13 Thank you from the PCE team!

4.1 4.1 Presentation

14 Foster CityApril 6, 2026
Connect Bay AreaLocal Investment Plan
1 4.2

4.2 Presentation

15 •SamTrans Snapshot•Key Issue•Connect Bay Area Measure•Transportation Funding in San Mateo County•SamTrans Financial Outlook•Local Investment Plan•Take the Survey and Spread the Word Agenda
2 4.2

4.2 Presentation

16 Established in 1976 – Celebrating 50 Years! •San Mateo County, parts of San Francisco, City of Palo Alto•315 buses serving 76 bus routes, 10 million annual boardings•Other services: Redi-Wheels and RediCoast paratransit, Ride Plus on-demand rideshare (two zones), shuttles•School-oriented bus serviceRider Profile•94% low income (68% extremely low income) based on SMC affordable housing metrics•Lowest household income among major Bay Area transit agencies•40% speak a language other than English at home•Nearly 80% do not drive/own a car•98.8% of pre-pandemic ridership3 SamTrans Snapshot

4.2 4.2 Presentation

17 •Caltrain, BART, SFMTA, and AC Transit are facing deficits as post-pandemic fare revenue lags and operating costs rise •Despite ridership gains and cost efficiency measures, expenses are outpacing revenues•Federal and state support has declined•Need for a stable, predictable source of funds to keep these agencies going 4 Key Issue

4.2 4.2 Presentation

18 •14-year, 1/2 cent sales tax in 4 counties (San Mateo, Santa Clara, Alameda, Contra Costa), full cent in San Francisco •Would generate approx. $980 million annually•Includes accountability and oversight provisions•24% of SMC sales tax to Caltrain, 27% to BART, 7% to Muni, 37% SamTrans Local Investment Plan5 Connect Bay Area Measure

4.2 4.2 Presentation

19 •Approximately $50M annually for 14 years for public transit in San Mateo County; Total = $700M•Funds may be used for:•Public transit operations and capital•Public transit components of larger capital projects•Targeted pavement repairs on local roads served by fixed-route transit 6 Connect Bay Area Measure – San Mateo County

4.2 4.2 Presentation

20 Transportation Funding in SMC
7 Measure A generates approximately $120 million annually. Measure W generates approximately $60 million annually for SamTrans local transit and $60 million annually for SMCTA to allocate for broader transportation improvements and operations throughout the county.

4.2 4.2 Presentation

21 8
SamTrans Financial OutlookFY26-FY36 Operating Outlook (assumes zero new tax revenue) $M
•Operating deficit projected tobegin in FY28•Average annual deficit over next 10 years of nearly $30M•Increased labor, energy, and contracted services costs •Cost saving measures•No new positions approved, reducing consultant use •Cuts across all discretionary spending $- $100
$200
$300
$400
$500
$600
FY26FY27FY28FY29FY30FY31FY32FY33FY34FY35FY36
Operating + Debt Service Only
Net Operating SurplusNet Operating DeficitTotal SourcesTotal Uses

4.2 4.2 Presentation

22 •SamTrans’ Local Investment Plan will be informed by: •San Mateo County Transit District Strategic Plan and Capital Improvement Plan (CIP)•SamTrans Board of Directors•Stakeholder and Agency Advisory Group meetings•City Council presentations•Public outreach•Goal is to have a Board-adopted plan in June 20269 Local Investment Plan: Your Input Matters!

4.2 4.2 Presentation

23 Local Investment Plan Categories
10 4.2

4.2 Presentation

24 Local Investment PlanFebMarAprMayJunStakeholder and Agency Advisory Group Meetings: February – April, May (if needed)Public Communications Effort: March – MayCity Council and other presentations: March – MayBoard Information Item: May 6Board Action Item: June 3 11 Approximately 10 weeks for public engagement

4.2 4.2 Presentation

25 Take the Survey and Spread the Word!
12 Visit https://www.samtrans.com/projects/LocalFundingPlan•Multilingual online survey + printable mail-return version•Multilingual fact sheets•Social media toolkit•Translations in Spanish, Simplified Chinese, Tagalog•Additional support and language assistance available at 1-800-660-4287

4.2 4.2 Presentation

26 Questions/Comments?
13 Contact [email protected]

4.2 4.2 Presentation

27 Thank You
14 4.2

4.2 Presentation

28 CITY OF FOSTER CITY/

ESTERO MUNICIPAL IMPROVEMENT DISTRICT
SPECIAL MEETING OF MARCH 23, 2026

MINUTES

CALL TO ORDER OF CITY COUNCIL/EMID BOARD OF DIRECTORS
The Special Meeting of March 23, 2026 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. in the Council Chambers, 620 Foster City Boulevard, Foster City, San Mateo County, California, by Mayor/President Art Kiesel.

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

PRESENT: Councilmembers/ex officio EMID Directors Stacy Jimenez, Suzy Niederhofer, Phoebe Venkat, and Mayor/President Art Kiesel.

ABSENT: Councilmember/Director Patrick Sullivan.

STAFF PRESENT: Stefan Chatwin, City/District Manager; Benjamin Stock, City Attorney/District Legal Counsel; Marlene Subhashini, Assistant City/District Manager; Nate Cruz, Finance Director; Andrew Brozyna, Public Works Director; Derek Schweigart, Parks and Recreation Director; Sofia Mangalam, Community Development Director; Cory Call, Police Chief; Eric Mackintosh, Deputy Fire Chief; Kevin Foiles, Emergency Services Manager; Diane Pitman, Administrative Services Director; Waqas Hassan, Assistant Finance Director; Kitty Dandan, Financial Services Manager; Kay Khin, Accountant II; Chuck Venook, Chief Building Official; Rob Lasky, IT Manager; Aaron Sui, Senior Systems Analyst; Laura Galli, Engineering Manager; Yelena Capello, Management Analyst; Zaheed Danish, Public Works Maintenance Manager; Michael Miller, Fleet Supervisor; Shuli Chen, Video Technician; and Priscilla Schaus, Communications Director/City Clerk/District Secretary.

City Attorney/District Legal Counsel Stock announced pursuant to Government Code section 54954.2(b)(2), the City needed to add an agenda item for an emergency item that arose from the cybersecurity incident necessitating a Closed Session item under Government Code section 54957, and the need for this Closed Session came to light based on facts and circumstances learned about after publishing the agenda.

6.1 6.1 Minutes

29 Motion by Councilmember Jimenez, seconded by Vice Mayor Niederhofer, and carried, 4-0-0, Councilmember Sullivan absent, to add this agenda item based on the facts described above to the agenda.

PUBLIC
Yiming Luo addressed the City Council in person.

RESOLUTION FOR ADOPTION

RATIFY THE PROCLAMATION OF EXISTENCE OF A LOCAL EMERGENCY BY THE

CITY MANAGER OF THE CITY OF FOSTER CITY RELATED TO RANSOMWARE ATTACK. CITY RESOLUTION NO. 2026-025.

City Attorney Stock presented the staff report.

Discussion ensued.

Motion by Vice Mayor Niederhofer, seconded by Councilmember Venkat, and carried, 4- 0-0, Councilmember Sullivan absent, adopting City Resolution No. 2026-025, “A Resolution of the City Council of the City of Foster City Ratifying the Proclamation of Existence of a Local Emergency By the City Manager of the City of Foster City Related to Ransomware Attack.”

STUDY SESSION
Mayor/President Kiesel recessed the meeting into Study Session for the following:

1. Budget Overview and Schedule for FY 2026-27 and FY 2027-28;

2. Five Year Capital Improvement Program – FY 2026-2027 to FY 2030-2031;

3. Fifteen Year General Fund Capital Improvement Projects Program and Funding Plan for Preparation of the City’s FY 2026-2027 and 2027-2028 Budget and Five- Year Financial Plan;

4. Fifteen Year Water and Wastewater Funds Capital Improvement Projects Program and Funding Plan for Preparation of the District’s FY 2026-2027 and 2027-2028 Budget and Five-Year Financial Plan;

5. Vehicle Replacement Fund Overview and Internal Service Fund Allocations for FY 2026-2027 and FY 2027-2028;

6. Building Maintenance Fund Budget and Internal Service Charges for FY 2026- 2027 and 2027-2028;

7. Equipment Replacement Fund Budget and Internal Services Changes for FY 2026-2027 and FY 2027-2028;

8. Information Technology Internal Service Fund Budget for FY 2026-2027 and FY 2027-2028;

6.1 6.1 Minutes

30 9. Internal Service Funds (Administrative) for FY 2026-27 and FY2027-28:

Compensated Absences, PEMHCA, Longevity, Workers Compensation, and Self- Insurance; and

10.Updates to Master Fees and Service Charges Schedule for FY 2026-27 and FY 2027-28.

By consensus of the City Council/EMID Board of Directors, and carried 4-0-0, Councilmember/Director Sullivan absent, confirming the following assumptions and providing policy direction in the preparation of the FY 2026-2027 and FY 2027-2028 Biennial Budget and Five-Year Financial Plan:

1. Proceed with the proposed Five-Year Capital Improvement Program – FY 2026- 2027 to FY 2030-2031 and authorize staff to include the program in the FY 2026- 2027 and FY 2027- 2028 budget;

2. Proceed with the proposed Fifteen-Year General Fund Capital Improvement Projects Program and its funding plan that includes annual transfers starting at $5.65 million from the General Fund to the City CIP Fund for the preparation of the City’s Fiscal Year 2026-2027 and 2027-2028 budget and 5-year financial plan;

3. Proceed with the Fifteen-Year Water and Wastewater Funds Capital Improvement Projects Program and its funding plan that includes annual transfers to the Water CIP Fund of $2.6 million in years 1-3, followed by $1.8 million in year 4, then leveling off at $1.5 million for the remainder of the 15-year plan, and annual transfers to the Wastewater CIP Fund of $9.8 million in year 1, then $3.6 million for the next 5 years, and levelling off at $2.5 million for the remainder of the 15- year plan for the preparation of the District’s Fiscal Year 2026-2027 and 2027- 2028 budget and 5-year financial plan;

4. Proceed with preparing the Vehicle Replacement Internal Service Fund budget for FY 2026-2027 and FY 2027-2028 based on the recommendations and allocations contained in the staff report;

5. Proceed with preparing the Building Maintenance Internal Service Fund Budget for Fiscal Years 2026-2027 and 2027-2028 based on the recommendations and allocations contained in the staff report;

6. Proceed with preparing the Equipment Replacement Fund budget for FY 2026- 2027 and FY 2027-2028 based on the recommendations and allocations contained in the staff report;

7. Proceed with preparing the Information Technology Fund budget for FY 2026-2027 and FY 2027-2028 based on the recommendations and allocations contained in the staff report;

8. Proceed with the reserve levels policy and funding methodologies for all Internal Services Funds (ISFs) for the preparation of the FY 2026-27 and FY 2027-28 budget. Proceed with providing an assessment holiday in FY 2026-27 and FY 2027-28 due to high reserve levels for the Longevity Benefits and Public Employees Medical and Hospital Care Act (PEMHCA) ISFs; and

9. Proceed with adopting the recommended changes and updates to the Master Fees and Service Charges Schedule for the FY 2026-27 and FY 2027-28 budget.

6.1 6.1 Minutes

31 Meeting recessed into Study Session at 6:36 p.m. and reconvened at 8:28 p.m.

CLOSED SESSION
Mayor/President Kiesel recessed the meeting into Closed Session for an emergency item that arose from the cybersecurity incident under Government Code section 54957.

Meeting recessed into Closed Session at 8:28 p.m. and reconvened at 9:10 p.m.

City Attorney Stock reported that no action was taken in Closed Session.

ADJOURNMENT
Hearing no objection from the City Council/EMID Board, Mayor/President Kiesel adjourned the meeting. Meeting adjourned at 9:10 p.m.

6.1 6.1 Minutes

32 DATE: April 6, 2026

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

FROM: Priscilla Schaus, Communications Director/City Clerk DEPARTMENT: Communications/City Clerk
SUBJECT: ADDING THE LGBTQIA+ PROGRESS PRIDE FLAG TO THE

APPROVED FLAG DISPLAY POLICY

RECOMMENDATION
It is recommended that the City Council approve the resolution amending the City Hall Flag Display Policy (“Flag Policy”) to add the LGBTQIA+ Progress Pride flag as an approved alternative flag (not needing annual approval by resolution) to the City’s Flag Policy to be displayed each year in the month of June moving forward, and repeal City Resolution No. 2020-58.

EXECUTIVE SUMMARY
In 2020, the San Mateo County Lesbian, Gay, Bisexual, Transgender, Queer, Intersex, and Asexual (LGBTQIA+) Commission initiated its Pride Month Visibility Campaign and each year, invites all cities and communities in San Mateo County to support the LGBTQIA+ community by recognizing Pride Month (June of each year).

At the City Council Annual Retreat on February 10, 2026, the City Council reviewed various processes for efficiency and discussed adding the LGBTQIA+ Progress Pride flag to the City’s Flag Policy since each year, City Council brings forth a resolution for the Pride Flag to be flown to show their support for the San Mateo County’s LGBTQIA+ Commission’s Pride Month Visibility Campaign during the month of June.

BACKGROUND/ANALYSIS

6.2 6.2 Staff Report

33 The current Flag Policy was adopted on June 15, 2020. The purpose of the Flag Policy is to proscribe the protocol for flags to be displayed on the three-pronged flagpole that stands just outside the entrance to the City Council Chambers building (Council Chambers Flagpole). It identifies the flags that are to be regularly flown on each of the three prongs and the process by which the Council may direct that an alternate flag be flown for a temporary period. Except as provided herein, no alternate flags may be flown on the Council Chambers Flagpole.

Historically, the United States Flag, the California State Flag, and the City of Foster City Flag, or a combination thereof, have been flown on the three-pronged flagpole at City Hall. Per the Flag Policy, commemorative flags may be displayed if approved by the City Council.

Each year, the City receives a request from the San Mateo County LGBTQIA+ Commission to recognize June as “LGBTQIA+ Pride Month”. The request for support includes issuance of a Pride Month Proclamation and raising of the LGBTQIA+ Progress Pride Flag during the month of June. Since 2021, all 20 cities in San Mateo County, including the City of Foster City, have continued to issue a Proclamation and raise the Pride Flag in the month of June.

It is recommended that the City Council approve the resolution amending the City Hall Flag Display Policy to add the LGBTQIA+ Progress Pride flag as an approved alternative flag (not needing annual approval by resolution) to the City’s Flag policy to be displayed each year in the month of June moving forward, and repeal City Resolution No. 2020-58. This action would increase staff efficiency by streamlining the process, as the Pride Flag request would be automatically approved, rather than requiring Council approval by resolution annually.

California Environmental Quality Act
Not Applicable

FISCAL IMPACT
There is no fiscal impact with this report.

CITY COUNCIL VISION, MISSION, AND VALUE/PRIORITY AREA
City Council Operations and Improved Community Engagement ATTACHMENTS:

Attachment 1 – Resolution
Attachment 2 – Redline - Flag Policy
Attachment 3 – Clean - Flag Policy

6.2 6.2 Staff Report

34 RESOLUTION NO. _________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FOSTER CITY AMENDING THE CITY HALL FLAG DISPLAY POLICY TO ADD THE LGBTQIA+ PROGRESS PRIDE FLAG AS AN APPROVED ALTERNATIVE FLAG TO THE CITY’S FLAG POLICY AND REPEALING CITY RESOLUTION NO. 2020-58

CITY OF FOSTER CITY
WHEREAS, historically the City has flown the United States Flag, the California State Flag, and a Flag displaying the City’s Seal on the three-pronged flagpole at City Hall; and
WHEREAS, display of flags at City-owned sites is governed by the Foster City Flag Protocol policy, but this policy does not specifically enumerate which flags are to be flown; and
WHEREAS, the Council wishes to affirm that the United State Flag, California State Flag and City Seal flags are to be regularly flown outside City Hall; and WHEREAS, the Council also wishes to provide a method by which the City may, for temporary periods, fly an alternate flag in place of the flag displaying the City’s Seal; and
WHEREAS, at the City Council Annual Retreat on February 10, 2026, the City Council reviewed various processes for efficiency and discussed adding the LGBTQIA+ Progress Pride flag as an approved alternative flag to the City’s Flag policy; and WHEREAS, each year, City Council brings forth a resolution for the Pride Flag to be flown to show their support for the San Mateo County’s LGBTQIA+ Commission’s Pride Month Visibility Campaign during the month of June; and WHEREAS, adding the LGBTQIA+ Progress Pride flag to the City’s Flag policy would increase staff efficiency, as the Pride Flag request would be automatically approved, rather than requiring Council approval by resolution annually; and WHEREAS, the Council wishes to amend the City Hall Flag Display Policy, which allows for alternate flags to be temporarily flown in place of the flag displaying the City’s

6.2 Attachment 1 - Resolution

35 Seal on the flagpole outside City Hall, and to direct that the LGBTQIA+ Progress Pride Flag be flown from June 1 through June 30 each year.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Foster City does hereby adopt the amended the City Hall Flag Display Policy to add the LGBTQIA+ Progress Pride flag as an approved alternative flag (not needing annual approval by resolution) to the City’s Flag policy to be displayed each year in the month of June moving forward, and repeal City Resolution No. 2020-58.

PASSED AND ADOPTED as a Resolution of the City Council of the City of Foster City at the regular meeting held on the 6th day of April 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_______________________________

ART KIESEL, MAYOR
ATTEST:
________________________________

PRISCILLA SCHAUS, CITY CLERK

6.2 Attachment 1 - Resolution

36 City of Foster City
City Hall Flag Display Policy
Purpose: The purpose of this Policy is to proscribe the protocol for flags to be displayed on the three-pronged flag pole that stands just outside the entrance to the City Council Chambers building (Council Chambers Flagpole). It identifies the flags that are to be regularly flown on each of the three prongs and the process by which the Council may direct that an alternate flag be flown for a temporary period. Except as provided herein, no alternate flags may be flown on the Council Chambers Flagpole.

Foster City Flag Protocol: The City of Foster City currently maintains a “Foster City Flag Protocol” policy, which governs the display of flags at all five City facilities where flags are flown. This Policy is intended to supplement the Foster City Flag Protocol with respect to the Council Chambers Flagpole.

General Display: Except as otherwise provided for under this Policy, the Council Chambers Flagpole shall fly the Flag of the United States of America upon its tallest mast at the center of the display; shall fly the California State Flag on the mast that appears to the left of the center mast when viewed from the courtyard outside of the main entrance to the City Hall building; and a flag displaying the then-current Seal of the City of Foster City on the mast that appears to the right of the center mast.

Alternative Flags: The City Council may, by resolution, direct that commemorative flags be flown in addition to the flags of the United States of America, California State Flag, and City Flag. When this occurs, the State Flag shall be displayed on the pole below the Flag of the United States of America. The City Flag shall be displayed on the pole where the State Flag would otherwise be flown, and the commemorative flag shall be flown where the City Flag would otherwise be flown.

Approved Alternative Flag: LGBTQIA+ Progress Pride Flag (flown June 1 through June 30 of each year)
____________________________________________ _____________________ Art Kiesel, Mayor Date

6.2 Attachment 2 - Redline - Flag Policy

37 City of Foster City
City Hall Flag Display Policy
Purpose: The purpose of this Policy is to proscribe the protocol for flags to be displayed on the three-pronged flag pole that stands just outside the entrance to the City Council Chambers building (Council Chambers Flagpole). It identifies the flags that are to be regularly flown on each of the three prongs and the process by which the Council may direct that an alternate flag be flown for a temporary period. Except as provided herein, no alternate flags may be flown on the Council Chambers Flagpole.

Approved Alternative Flag: LGBTQIA+ Progress Pride Flag (flown June 1 through June 30 of each year)
____________________________________________ _____________________ Art Kiesel, Mayor Date

6.2 Attachment 3 - Clean - Flag Policy

38 DATE: April 6, 2026

TO: Mayor and Members of the City Council
FROM: Stefan Chatwin, City Manager
DEPARTMENT: City Manager
SUBJECT: ADMINISTRATIVE AMENDMENT TO PARAGRAPH 2.2 OF THE

PENINSULA CLEAN ENERGY JOINT POWERS AGREEMENT

REFLECTING THE NAME CHANGE OF PENINSULA CLEAN

ENERGY AUTHORITY TO WESTLIGHT ENERGY

RECOMMENDATION
It is recommended that the City Council adopt a Resolution approving an amendment to Paragraph 2.2 of the Peninsula Clean Energy Authority Joint Powers Agreement to reflect the new agency name previously approved by the Peninsula Clean Energy Authority Board of Directors on October 23, 2025.

EXECUTIVE SUMMARY
On October 23, 2025, the Peninsula Clean Energy Authority Board of Directors voted to adopt a new market-facing agency name of WestLight Energy following extensive research and a lengthy stakeholder engagement process. The name was selected in part to address several challenges that limit the effectiveness of the name Peninsula Clean Energy with deeper decarbonization goals across Peninsula Clean Energy’s service territory, including ongoing confusion with PG&E. The acronym “PCE” is often mistaken for PG&E, causing persistent brand confusion. Further, Peninsula Clean Energy reflects a geographic limitation given that the word “Peninsula” no longer reflects PCE’s full service territory. The Peninsula Clean Energy Board of Directors’ October 23, 2025 action included direction to amend the Joint Powers Authority (JPA) agreement to formally reflect the new name.

The action before the City Council is not a reconsideration of the name itself. The Peninsula Clean Energy Board of Directors has already approved the name change.

Member agencies are now required to approve an administrative amendment to

6.3 6.3 Staff Report

39 Paragraph 2.2 of the JPA to formally update the agency’s legal name in that paragraph and throughout the JPA document.

Approval of the Resolution ensures the City of Foster City remains aligned with the governing documents of the JPA and allows Peninsula Clean Energy the opportunity to implement the name transition in coordination with its 10-year anniversary and broader brand rollout.

California Environmental Quality Act
Not Applicable

FISCAL IMPACT
There is no fiscal impact. Costs associated with the rebranding effort are borne by the Peninsula Clean Energy Authority and were included in its adopted budget.

CITY COUNCIL VISION, MISSION, AND VALUE/PRIORITY AREA
City Council Operations and Improved Community Engagement ATTACHMENTS:

Attachment 1 – Resolution
Attachment 2 – Redlined Paragraph 2.2 of the Peninsula Clean Energy JPA Agreement

6.3 6.3 Staff Report

40 4
4 5
6 RESOLUTION NO. ____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FOSTER CITY APPROVING AN ADMINISTRATIVE AMENDMENT TO PARAGRAPH 2.2 OF THE

PENINSULA CLEAN ENERGY JOINT POWERS AGREEMENT REFLECTING THE

NAME CHANGE OF PENINSULA CLEAN ENERGY TO WESTLIGHT ENERGY

CITY OF FOSTER CITY
WHEREAS, the Peninsula Clean Energy Authority (“Peninsula Clean Energy” or “Authority”) was formed as a community choice aggregation agency (“CCA”) on February 29, 2016, under the Joint Exercise of Powers Act, California Government Code sections 6500 et seq., among the County of San Mateo and its cities and towns, and later expanded to include the City of Los Banos in Merced County; and WHEREAS, the Authority has grown to serve a diverse customer base across San Mateo County and the City of Los Banos; and
WHEREAS, on October 23, 2025, the Board of Directors of the Peninsula Clean Energy Authority (PCEA) adopted Resolution No. 2025-36 approving the selection of the new market-facing name of WestLight Energy and authorizing the amendment of its Joint Powers Agreement to reflect the same; and
WHEREAS, Paragraph 2.2 of the Peninsula Clean Energy Joint Powers Agreement sets forth the name of the Authority; and
WHEREAS, amendment of Paragraph 2.2 of said Agreement requires approval of each Joint Powers Authority member including the City of Foster City; and WHEREAS, the City Council of the City of Foster City finds that approving the amendment to Paragraph 2.2 of the Joint Powers Agreement reflecting Peninsula Clean Energy Authority’s new market-facing name of WestLight Energy is in the best interest of the City and its residents.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Foster City hereby finds and determines that the amendment to Paragraph 2.2 of the Peninsula Clean Energy Joint Powers Agreement reflecting its new market-facing name of WestLight Energy is appropriate and consistent with the City’s participation in the Authority.

6.3 Attachment 1 - Resolution

41 4
4 5
6 BE IT FURTHER RESOLVED that the City Council of the City of Foster City does hereby:

1. Approve the amendment to Paragraph 2.2 of the Peninsula Clean Energy Joint Powers Agreement to reflect the PCE Board of Directors adopted Resolution No. 2025-36 approving the selection of the new market-facing name of WestLight Energy; and

2. Authorize the Mayor or City Manager to execute any documents and take any actions necessary to effectuate the amendment of paragraph 2.2 of the Peninsula Clean Energy Joint Powers Agreement consistent with this Resolution.

PASSED AND ADOPTED as a resolution of the City Council of the City Foster City at the regular meeting held on the 6th day of April, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
____________________________

ART KIESEL, MAYOR
ATTEST:
__________________________________

PRISCILLA SCHAUS, CITY CLERK

6.3 Attachment 1 - Resolution

42 6.3
Attachment 2 - Redlined Paragraph 2.2 of the Peninsula Clean Energy Joint Powers Agreement

43 DATE: April 6, 2026

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

FROM: Cory Call, Police Chief
DEPARTMENT: Police
SUBJECT: AGREEMENT WITH PEREGRINE TECHNOLOGIES FOR DATA

AGGREGATION PLATFORM

RECOMMENDATION
It is recommended that the City Council approve the attached resolution authorizing the Police Department to enter into an agreement with Peregrine Technologies for data aggregation platform and authorize the Chief of Police to sign the agreement.

EXECUTIVE SUMMARY
In 2026, the County of San Mateo is serving as the lead contracting agency for an eighteen-month, multi-agency agreement supporting a shared data aggregation and analytics platform, with a total contract value of $1,414,500. Approval of this agreement will allow the Foster City Police Department to participate in the initial term at no cost, as the County is fully funding the first eighteen months, while preserving the option to continue participation in future terms under the agreement.

Approval of the MOU will enable the Foster City Police Department to leverage this platform, optimizing resource use and reinforcing public safety efforts through efficient data-sharing and collaborative engagement.

BACKGROUND
The Police Department currently participates in a data-sharing Memorandum of Understanding (MOU) with other San Mateo County law enforcement agencies through the Sunridge Systems RIMS records management system. While RIMS allows

6.4 Staff Report

44 agencies to share records, users must search each agency’s data separately, resulting in inefficiencies and the need to access multiple systems.

To address these limitations, the Department began using a similar data aggregation platform, C3AI, in 2023 and entered into a data-sharing agreement at that time. The proposed agreement with Peregrine Technologies would provide comparable functionality through a centralized data-access platform that enhances access to existing records without replacing current systems. Participation in the Peregrine agreement will allow the Department to evaluate both platforms concurrently at no cost during the initial term before determining whether to pursue a long-term subscription.

ANALYSIS
The proposed agreement with Peregrine Technologies builds upon the County of San Mateo’s ongoing efforts to improve regional data sharing and investigative efficiency through centralized data aggregation platforms.

The Peregrine platform aggregates data from multiple existing law enforcement record systems into a single, centralized interface, allowing authorized users to efficiently search and analyze information across agencies without replacing existing records management or dispatch systems. The platform is designed to streamline access to data, reduce duplicative searches, and enhance cross-agency collaboration while maintaining compliance with CJIS security standards.

The Foster City Police Department has been utilizing a similar data aggregation platform, C3AI, since 2023 under a separate data-sharing agreement. Entering into the Peregrine agreement will allow the Department to evaluate both platforms concurrently during the County-funded initial term. This approach provides an opportunity to assess functionality, usability, and operational value before determining whether to pursue a long-term subscription with either provider.

All shared data would be managed in compliance with applicable laws and security requirements, with access limited to authorized personnel. Searches and queries are logged through audit trails, and participating agencies retain control over their data. The platform functions as an investigative support system, providing leads and insights rather than serving as a system of record. Agencies may elect to withdraw from the agreement in accordance with its terms.

It is recommended that the City Council approve the attached resolution authorizing the Police Department to enter into an agreement with Peregrine Technologies for data aggregation platform and authorize the Chief of Police to sign the agreement. Approval of this Memorandum of Understanding (MOU) will enhance investigative capabilities by consolidating data sources, delivering more accurate insights in near real-time. The County of San Mateo will fund the application subscription for the initial term, with a one-time setup and maintenance fee funded through the Police Department’s IT budget.

6.4 Staff Report

45 California Environmental Quality Act
Not Applicable

FISCAL IMPACT
The County of San Mateo is fully funding the application subscription, allowing the Foster City Police Department access at no cost during the initial term. A one-time setup and maintenance fee of $2,800 will be funded through the Police Department’s IT budget.

CITY COUNCIL VISION, MISSION, AND VALUE/PRIORITY AREA
Public Safety and Social Equity
ATTACHMENTS:

Attachment 1 – Resolution
Attachment 2 – Peregrine Technologies Data Sharing Agreement Attachment 3 – San Mateo County Peregrine Technologies Agreement Attachment 4 – Exhibit B- Peregrine Payments and Rates

6.4 Staff Report

46 4
4 7
5 RESOLUTION NO. _________

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

AUTHORIZING THE FOSTER CITY POLICE DEPARTMENT TO ENTER INTO AN

AGREEMENT WITH PEREGRINE TECHNOLOGIES FOR DATA AGGREGATION

PLATFORM AND AUTHORIZING THE CHIEF OF POLICE TO SIGN THE AGREEMENT

CITY OF FOSTER CITY
WHEREAS, in 2026, the County of San Mateo is serving as the lead contracting agency for an eighteen-month multi-agency agreement supporting a shared data integration and analytics platform, with a total contract value of $1,414,500; and WHEREAS, approval of this agreement will allow the Foster City Police Department to participate in the initial term at no cost, as the County is fully funding the first eighteen months; and
WHEREAS, a one-time setup and maintenance fee of $2,800 will be funded through the Police Department’s IT budget; and
WHEREAS, the proposed agreement with Peregrine Technologies builds upon the County of San Mateo’s ongoing efforts to improve regional data sharing and investigative efficiency through centralized data aggregation platforms; and WHEREAS, the platform is designed to streamline access to data, reduce duplicative searches, and enhance cross-agency collaboration while maintaining compliance with Criminal Justice Information Services (CJIS) security standards.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Foster City does hereby authorize the Foster City Police Department to enter into an agreement with Peregrine Technologies for data aggregation platform and authorize the Chief of Police to sign the agreement.

PASSED AND ADOPTED as a resolution of the City Council of the City of Foster City at the regular meeting held on the 6th day of April, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ART KIESEL, MAYOR
ATTEST:

PRISCILLA SCHAUS, CITY CLERK

6.4 Attachment 1 - Resolution

47 4906-3485-7103 v5
1 GDSVF&H\10769841.4

THIRD-PARTY DATA SHARING AUTHORIZATION
This Third-Party Data Sharing Authorization (this “Authorization”) is entered into as of March 18, 2026 , between City of Foster City, a California municipal corporation (“Agency”) and Peregrine Technologies, Inc., a Delaware corporation with a mailing address at P.O. Box 7775 #69596, San Francisco, California 94120 (“Peregrine”).

WHEREAS, Peregrine provides, among other products and services, a proprietary hosted real-time decision and operations management platform for use by public safety agencies (such as Agency) (the “Peregrine Platform”); WHEREAS, Agency is a Peregrine customer and user of the Peregrine Platform pursuant to an agreement dated January 31, 2026, between the County of San Mateo and Peregrine (Agreement No. 30000-26-R) wherein the particulars of the Peregrine platform made available to the Agency are further described therein (the “ Peregrine Agreement”); and
WHEREAS, in accordance with the terms of this Authorization, Agency desires to share and receive certain law enforcement-related data (“Law Enforcement Data ”) via the Peregrine Platform with other Peregrine Public Law Enforcement customers within the following territories: State of California (the “Approved Law Enforcement Network”).

NOW, THEREFORE, in consideration of the mutual acknowledgements identified herein, Agency agrees as follows:

1. AUTHORIZED RELEASE OF LAW ENFORCEMENT DATA
A. Sharing of Law Enforcement Data:

Agency authorizes the sharing of Law Enforcement Data with Peregrine customers within the Approved Law Enforcement Network (“Approved Agencies”) as permitted by applicable law s, rules, and regulations , and authorizes Peregrine to enable such sharing via the Peregrine Platform. At any time, should Agency not want certain Law Enforcement Data to be made available to certain other Approved Agencies, Agency must identify the applicable Law Enforcement D ata to Peregrine in writing and work together with Peregrine to restrict the sharing of that Law Enforcement Data with such Approved Agencies. The Peregrine Platform provides access controls that enable its customers (including Agency) to conceal any piece of Law Enforcement Data based on its record type (such as, but not limited to, Evidence, Person, or Vehicle), its record properties (such as, but not limited to, Case Number, Name, or Phone Number), and any combination thereof.

Agency shall work with Peregrine to articulate, in writing, the restrictions pertaining to the Approved Agencies allowed to access shared Law Enforcement Data and the data types not to be shared with other Approved Agencies (the “Sharing Framework”).

The Sharing Framework is a precondition to enabling and implementing data sharing in the Peregrine Platform and must be finalized prior to the activation of the data sharing feature. Agency shall obtain any third-party consents or approvals necessary to enable the sharing of such Law Enforcement Data in accordance with this Authorization and the Sharing Framework.

For purposes of clarity, this Authorization does not require Agency to share Law Enforcement Data with any other Peregrine customer.

Docusign Envelope ID: 1E76FBAB-B29E-4B2A-8549-078AA88942C3

6.4 Attachment 2 - Peregrine Technologies Data Sharing Agreement

48 4906-3485-7103 v5
2 GDSVF&H\10769841.4
B. Limitation on Law Enforcement Data Sharing:

Agency shall only share or release Law Enforcement Data to authorized representatives of Approved Agencies who have an approved login and password to the Peregrine Platform ("Authorized Users") and who have a need and/or right to know information contained within the Law Enforcement Data under the Sharing Framework.

Agency retains the right to withhold any specific record or any category of records from being shared for any reason and at any time, either by independently restricting records or by requesting Peregrine to do so. Upon receipt of such a request from Agency, Peregrine shall promptly restrict access to such records in accordance with Agency’s request. Any disputes or requests to share withheld records shall be resolved between the appropriate authorized personnel of Agency and each Approved Agency under any applicable laws, rules, regulations, policies and standards.

C. Compliance with Laws:

Agency acknowledges that Peregrine’s customers are generally subject to laws, rules, regulations, policies, and standards requiring public disclosure of certain government materials, meetings, and records (“ Sunshine Laws”). While Law Enforcement Data shared via the Peregrine Platform via this Authorization will be subject to such Sunshine Laws to the extent applicable, Agency agrees to use reasonable efforts to ensure any Law Enforcement Data received from another Approved Agency is maintained as confidential and only Authorized Users shall be permitted to obtain the applicable Law Enforcement Data . Any Law Enforcement Data obtained by Agency shall only be used for purposes that are consistent with existing law. Agency does not waive any exemption under any Sunshine Laws or any other laws, rules, regulations, policies, or standards that may apply to the Law Enforcement Data.

Further, Agency acknowledges that sharing Law Enforcement Data via the Peregrine Platform in accordance with this Authorization is subject to the applicable laws, rules, regulations, policies, and standards of the jurisdiction in which Agency is based controlling the release of information, access control, retention of records and reporting duties. Agency acknowledges that it is A gency’s and each other Approved Agency’s obligation to comply with the foregoing connection with the sharing of Law Enforcement Data with each other over the Peregrine Platform.

2. LAW ENFORCEMENT DATA OWNERSHIP
A. Ownership:

Agency retains ownership of all of its respective Law Enforcement Data. Agency and each other Approved Agency is responsible for creating, updating, and deleting data (including Law Enforcement Data) in its own systems of record according to its own retention policies. Agency shall make reasonable efforts to ensure the completeness and accuracy of its Law Enforcement Data.

B. Release of Information:

Agency shall authorize the release of Law Enforcement Data only to Approved Agencies authorized under the Sharing Framework to receive such Law Enforcement Data. Agency represents and warrants that it will not release or otherwise share Law Enforcement Data with any third party except as expressly authorized by the Approved Agency that owns, created, or originated the requested Law Enforcement Data Docusign Envelope ID: 1E76FBAB-B29E-4B2A-8549-078AA88942C3

6.4 Attachment 2 - Peregrine Technologies Data Sharing Agreement

49 4906-3485-7103 v5
3 GDSVF&H\10769841.4
("Source Agency") unless required to under applicable laws.

C. Unauthorized Requests:

If Agency receives a request for Law Enforcement Data stored on the Peregrine Platform by anyone who is not authorized to receive such Law Enforcement Data under the Sharing Framework, Agency shall refer the request to the Source Agency.

D. Public Record Requests, Subpoenas and Court Orders:

If Agency receives a public records request, subpoena, or court order (" Legal Request") for Law Enforcement Data that was not owned, created, maintained, managed, controlled or originated by it, Agency shall refer the requestor to the appropriate Source Agency.

3. USER ACCESS
A. Login Application Process:

Agency shall designate an Authorized User with administrative privileges to govern its Law Enforcement Data -sharing policy (the “Manager”). The Manager is responsible for managing permissions and access regarding Law Enforcement Data sharing for each Authorized User. Agency agrees that Authorized Users shall be limited to current authorized representatives who are legally authorized to review criminal history data for crime prevention and detection purposes. Each potential user shall submit a request for a login and password to the Manager or their designee. The Manager shall have the sole discretion to deny or revoke individual access for Agency’s Authorized Users.

B. Login Assignment:

Each Authorized User will be issued a user login and a password by the Manager.

Authorized Users may be assigned to groups that have varying levels of access rights based on their roles and functions within Agency’s organization, as well as the level of sensitivity or restriction applicable to different pieces of data or information.

C. Termination of Logins:

Manager is responsible for the timely removal of any login accounts associated with Authorized Users who leave Agency, no longer qualify for access to the Peregrine Platform, or are denied access by the Manager for any other reason.

D. Intended Use:

Agency shall ensure that each Authorized User utilizes Law Enforcement Data received from other Approved Agencies solely for law enforcement purposes and in accordance with applicable laws, rules, regulations, policies, and standards and any authorized purpose.

E. Limitations on Use of Logins:

Agency shall ensure that each Authorized User shall not access Law Enforcement Data by using a name or password that was assigned to another Authorized User.

Agency will ensure that each Authorized User does not give his or her password to any other person, including another Authorized U ser, to access the Peregrine Platform.

F. Audit Trail:

Docusign Envelope ID: 1E76FBAB-B29E-4B2A-8549-078AA88942C3

6.4 Attachment 2 - Peregrine Technologies Data Sharing Agreement

50 4906-3485-7103 v5
4 GDSVF&H\10769841.4
Each action taken by an Authorized User (such as , but not limited to Searches, Downloads, Shares, and Views) will be logged in the Peregrine Platform and will include a Case Number where applicable in an audit trail of Authorized User actions.

Any requests for the audit logs of transactions taken in the Peregrine Platform made by Authorized Users, representatives internal to Agency (such as, but not limited to Internal Affairs personnel, supervisory personnel, or Records staff), or elected bodies overseeing Agency (such as, but not limited to a County Board of Supervisors or City Council) shall be made in writing to the Manager, who shall provid e the logs to the requestor within a reasonable amount of time and in accordance with applicable laws.

Manager (or their designees) will conduct routine reviews of all audit information to confirm that the Law Enforcement Data conducted hereunder sharing maintains compliance with applicable Agency policies. The frequency and content of these reviews will be determined by each Manager, based on relevant applicable state law.

G. CJIS Compliance:

Agency and all Authorized Users shall comply with the U.S. Department of Justice Criminal Justice Information Services Security Policy (“ CJIS Policy”), including any revisions to the CJIS Policy that may be implemented after the Effective Date of this Authorization.

4. CONFIDENTIALITY OF INFORMATION
A. Law Enforcement Data Confidentiality:

Information in a Peregrine Platform account is confidential and is not subject to public disclosure, except as required by applicable law. Only Authorized Users are allowed to view and use the information in a Peregrine Platform account. Otherwise, the Law Enforcement Data shall be kept confidential for purposes of not compromising active investigations or undercover operations, or otherwise jeopardizing officer or public safety, or Agency’s ability to perform its duties.

B. Internal Requests for Law Enforcement Data:

An Authorized User who receives a request from a non -authorized requestor for information in a Peregrine Platform account shall not release that information but may instead refer the requestor to the Source Agency.

C. Removal or Editing of Records:

Agency and each Approved Agency shall determine their own schedule for record deletion and other edits to their own data in their systems of record . This will be determined by the Agencies’ policies and/or applicable legal requirements.

5. RELATIONSHIP TO CUSTOMER AGREEMENT
A. For clarity, the terms of this Authorization do not modify or otherwise affect the terms of the “Peregrine Agreement ” except that Agency agrees that , notwithstanding any term of any Peregrine Agreement, Peregrine’s enablement of and activities with respect to the activities described in this Authorization shall not be considered a breach of the Peregrine Agreement. This Authorization will otherwise be subject to, and is governed by, the terms and conditions of the Peregrine Agreement (except as modified by this Authorization) including, but not limited to, any terms and conditions related to indemnification and insurance which shall apply to the Agency under this Authorization in the same manner and to the same extent as such Docusign Envelope ID: 1E76FBAB-B29E-4B2A-8549-078AA88942C3

6.4 Attachment 2 - Peregrine Technologies Data Sharing Agreement

51 4906-3485-7103 v5
5 GDSVF&H\10769841.4
provisions apply to the County of San Mateo. S uch terms and conditions of the Peregrine Agreement are incorporated herein by this reference.

B. Agency acknowledges that Peregrine has indicated that it will implement this Authorization once signed and will use reasonable efforts to implement any modifications or requests from Agency and other Approved Agencies with regard to the Sharing Framework for the duration of this Authorization.

6. EFFECTIVENESS OF AUTHORIZATION
This Authorization will commence upon its execution by Agency. It may be terminated at any time, with or without notice, by Agency or Peregrine revoking Law Enforcement Data sharing access from Agency and/or all other Approved Agencies (as applicable).

7. COUNTERPARTS
This Authorization may be signed in counterparts, each of which shall be deemed to be an original. The Parties agree that the digital signatures of the parties included in this Authorization are intended to authenticate this writing and to have the same force and effect as manual signatures. Any digital signature shall have the same legal validity and enforceability as a manually executed signature or use of a paper -based record keeping system to the fullest extent permitted by applicable law.

8. SIGNATURES.

The individual executing this Authorization represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Authorization on behalf of Agency and Peregrine, respectively.

Authorized by:

_________________________ Date: _________________
Cory Call, Chief of Police
City of Foster City
Attest:

_________________________
Priscilla Schaus, City Clerk
Authorized by:

_________________________ Date: _________________

Peregrine Technologies, Inc.

Docusign Envelope ID: 1E76FBAB-B29E-4B2A-8549-078AA88942C3 Head of Training & Client Advocacy
3/18/2026
Paige Burley

6.4 Attachment 2 - Peregrine Technologies Data Sharing Agreement

52 Agreement No. 30000-26-R

AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND PEREGRINE TECHNOLOGIES, INC.

This Agreement is entered into this January 31, 2026, by and between the County of San Mateo, a political subdivision of the state of California, hereinafter called “County,” and Peregrine Technologies, Inc. (“Peregrine”), hereinafter also called “Contractor.” * * *
Whereas, pursuant to Section 31000 of the California Government Code, County may contract with independent contractors for the furnishing of such services to or for County or any Department thereof; and
Whereas, it is necessary and desirable that Contractor be retained for the purpose of providing the Services as described in this Agreement and the applicable Exhibits.

Now, therefore, it is agreed by the parties to this Agreement as follows:

1. Exhibits and Attachments
The following exhibits and attachments are attached to this Agreement and incorporated into this Agreement by this reference:

Exhibit A—Services
Exhibit B—Payments and Rates

2. Services to be performed by Contractor
In consideration of the payments set forth in this Agreement and in Exhibit B, Contractor shall perform services for County in accordance with the terms, conditions, and specifications set forth in this Agreement and in Exhibit A.

3. Payments
In consideration of the services provided by Contractor in accordance with all terms, conditions, and specifications set forth in this Agreement and in Exhibit A, County shall make payment to Contractor based on the rates and in the manner specified in Exhibit B.

In no event shall County’s total fiscal obligation under this Agreement exceed Three Million Three Hundred Eighty-Six Thousand Two Hundred Eighteen Dollars ($3,386,218).

In the event that the County makes any advance payments, Contractor agrees to refund any amounts in excess of the amount owed by the County at the time of contract termination or expiration. Contractor is not entitled to payment for work not performed as required by this agreement. For clarity, fees for the current subscription period are earned as of the service start date and are non-refundable except as expressly set forth in Exhibit B or an agreed statement of work and shall not be considered advance payments.

4. Term
Resolution No. 081628

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Subject to compliance with all terms and conditions, the initial term of this Agreement shall be from January 31, 2026 through July 31, 2027. Thereafter, County may, at its option, extend this Agreement for up to two (2) additional one-year terms upon mutual written agreement of the parties, under the pricing and conditions set forth in Exhibit B.

5. Termination
This Agreement may be terminated by the Procurement Director or his/her designee at any time without a requirement of good cause upon thirty (30) days’ advance written notice to the other party. Subject to availability of funding, Contractor shall be entitled to receive payment for work/services provided prior to termination of the Agreement.

County may terminate this Agreement or a portion of the services referenced in the Attachments and Exhibits based upon the unavailability of Federal, State, or County funds by providing written notice to Contractor as soon as is reasonably possible after County learns of said unavailability of outside funding.

County may terminate this Agreement for cause. In order to terminate for cause, County must first give Contractor notice of the alleged breach. Contractor shall have five business days after receipt of such notice to respond and a total of ten calendar days after receipt of such notice to cure the alleged breach. If Contractor fails to cure the breach within this period, County may immediately terminate this Agreement without further action. Termination for cause shall not relieve County of its obligation to pay fees accrued and payable through the effective date of termination, consistent with the payment provisions of this Agreement. The option available in this paragraph is separate from the ability to terminate without cause with appropriate notice described above. In the event that County provides notice of an alleged breach pursuant to this section, County may, in extreme circumstances, immediately suspend performance of services and payment under this Agreement pending the resolution of the process described in this paragraph. County has sole discretion to determine what constitutes an extreme circumstance for purposes of this paragraph, and County shall use reasonable judgment in making that determination.

6. Contract Materials
At the end of this Agreement, or in the event of termination, all finished or unfinished documents, data, studies, maps, photographs, reports, and other written materials (collectively referred to as “contract materials”) prepared by Contractor under this Agreement shall become the property of County and shall be promptly delivered to County. Upon termination, Contractor may make and retain a copy of such contract materials if permitted by law.

For the avoidance of doubt, Contractor shall not develop, and nothing in this Agreement shall be deemed to require or contemplate the development of, any custom software, custom code, or derivative works for County, and all software provided is standard, pre-existing Contractor technology not prepared under this Agreement.

7. Relationship to Parties
Contractor agrees and understands that the work/services performed under this Agreement are performed as an independent contractor and not as an employee of County and that neither

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Contractor nor its employees acquire any of the rights, privileges, powers, or advantages of County employees.

8. Hold Harmless and Limitation of Liability
1 General Hold Harmless
Contractor shall indemnify, defend, and hold harmless County and its officers, agents, employees, and servants from and against any third-party claims, suits, or actions to the extent arising out of Contractor’s gross negligence or willful misconduct, and/or Contractor’s acts or omissions in the performance of services under this Agreement, and only with respect to the following:
(A) bodily injuries to or death of any person, including Contractor’s employees, to the extent caused by Contractor;
(B) damage to tangible property, to the extent caused by the Contractor; or (C) sanctions, penalties, or claims for damages arising from Contractor’s failure to comply, if applicable, with the requirements set forth in the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and its implementing regulations, solely to the extent such failure is attributable to Contractor’s acts or omissions; or
Contractor shall have no obligation to indemnify, defend, or hold harmless County for any claims to the extent arising from the negligence, willful misconduct, or other acts or omissions of County or its officers, agents, employees, or servants.

Contractor’s duty to defend any claim under this Agreement is explicitly conditioned on the County’s compliance with all requirements herein (including but not limited to prompt notice, etc.) and is explicitly conditioned on a final written finding by the County, following a County investigation into the claim, that such claim arises from Contractor’s gross negligence, willful misconduct, and/or Contractor’s acts or omissions in the performance of services under this Agreement.

Contractor shall retain control of the defense and settlement of any indemnified claim, provided that no settlement shall impose any obligation or admission on County without County’s prior written consent, which shall not to be unreasonably withheld.

2. Intellectual Property Indemnification
Contractor represents and warrants that it owns or has sufficient rights to use the software and services provided by Contractor under this Agreement.

Contractor shall defend, indemnify, and hold harmless County from and against any third-party claim alleging that the unmodified services, as provided by Contractor and used by County in accordance with this Agreement, infringe any enforceable United States patent, copyright, or trademark, and from any final damages awarded by a court of competent jurisdiction and reasonable attorneys’ fees directly arising from such claim.

Contractor’s obligations under this Section are conditioned upon County:
(a) promptly notifying Contractor in writing of the claim;

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(b) reasonably cooperating, at Contractor’s expense, in the defense and settlement of the claim; and
(c) permitting Contractor to retain sole control of the defense and settlement of the claim, provided that no settlement shall impose any obligation or admission on County without County’s prior written consent, not to be unreasonably withheld.

If the services become, or in Contractor’s reasonable opinion are likely to become, the subject of an infringement claim, Contractor shall, at its option and expense, either:
(i) procure the right for County to continue using the services; (ii) modify the services to make them non-infringing while retaining substantially equivalent functionality; or
(iii) terminate the affected services and refund any prepaid fees for the unused portion of the then-current term.

Contractor shall have no obligation under this Section to the extent any claim arises from:
(a) modifications not made by or at the direction of Contractor; (b) use of the services in violation of this Agreement; (c) County-provided data, content, branding, or materials; or (d) combinations of the services with products or services not provided by Contractor.

Contractor’s duty to defend any claim under this Agreement is explicitly conditioned on the County’s compliance with all requirements herein (including but not limited to prompt notice, etc) and is explicitly conditioned on a final written finding by the County, following a County investigation into the claim, that such claim arises from Contractor’s gross negligence, willful misconduct, and/or Contractor’s acts or omissions in the performance of services under this Agreement.

3. Liability Cap
In no event shall Contractor’s aggregate liability arising out of or relating to this Agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, or otherwise, exceed the total amounts paid to Contractor under this agreement in the twelve (12) months immediately preceding the claim.

9. Assignability and Subcontracting
Contractor shall not assign this Agreement or any portion of it to a third party or subcontract with a third party to provide services required by Contractor under this Agreement without the prior written consent of County. Any such assignment or subcontract without County’s prior written consent shall give County the right to automatically and immediately terminate this Agreement without penalty or advance notice.

10. Insurance

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10.1. General Requirements
Contractor shall not commence work or be required to commence work under this Agreement unless and until all insurance required under this Section has been obtained and is reasonably acceptable to County’s Risk Management, such acceptance not to be unreasonably withheld, delayed, or conditioned on requirements inconsistent with this Agreement. Contractor shall furnish County with certificates of insurance evidencing the required coverage, with such certificates evidencing the insurance limits specified in this Agreement. Contractor shall provide certificates of insurance evidencing the required coverage and shall use commercially reasonable efforts to provide County with advance written notice of any material reduction, cancellation, or non-renewal of such coverage.

10.2. Workers’ Compensation and Employer’s Liability Insurance Contractor shall have in effect during the entire term of this Agreement workers’ compensation and employer’s liability insurance providing full statutory coverage. In signing this Agreement, Contractor certifies, as required by Section 1861 of the California Labor Code, that (a) it is aware of the provisions of Section 3700 of the California Labor Code, which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of the Labor Code, and (b) it will comply with such provisions before commencing the performance of work under this Agreement.

10.3. Liability Insurance
Contractor shall maintain, at its own expense and for the duration of this Agreement, commercially reasonable insurance coverage appropriate to the nature of the services performed under this Agreement, including the following minimum coverages:
(a) Commercial General Liability Insurance, including bodily injury and property damage, with a combined single limit of not less than $1,000,000 per occurrence; (b) Automobile Liability Insurance, covering owned, non-owned, and hired vehicles, with a combined single limit of not less than $1,000,000 per occurrence; and (c) Professional Liability (Errors and Omissions) Insurance with limits of not less than $1,000,000 per claim.

County and its officers, agents, employees, and servants shall be named as additional insureds on Contractor’s Commercial General Liability and Automobile Liability policies, but only with respect to claims arising out of Contractor’s acts or omissions in the performance of this Agreement. Such insurance shall be primary and non-contributory with respect to County’s insurance to the extent of Contractor’s indemnification obligations under this Agreement.

Contractor shall provide certificates of insurance upon request and shall provide reasonable advance written notice of any material reduction or cancellation of required coverage.

In the event Contractor materially fails to maintain the insurance required under this Section, County may, after providing written notice and a reasonable opportunity to cure, suspend performance under this Agreement until such failure is remedied.

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10.4. Special Insurance Requirements - Cyber Liability
Cyber Liability $5,000,000 per occurrence for Privacy and Network Security,
$1,000,000 per occurrence for Technology Errors and
Omissions
Such coverage shall be maintained during the term of the Agreement and, to the extent commercially available at
reasonable cost, for up to three (3) years thereafter.

If the work involves services or goods related to computers, networks, systems, storage, or access to County data or to any data that may, alone or in combination with other data, become Confidential Information or Personally Identifiable Information, the following insurance is required.
(1) Privacy and Network Security
During the term of the Contract and for three years thereafter, Contractor shall maintain coverage for liability and remediation arising out of unauthorized use of or access to County data or software within Contractor’s network or control. Provide coverage for liability claims, computer theft, extortion, network breach, service denial, introduction of malicious code, loss of Confidential Information, or unintentional acts, errors, or omissions by Contractor in the provision of services under this Agreement. The insurance policy shall include coverage for regulatory fines and penalties, and PCI fines and penalties, to the extent such coverage is commercially available and insurable under applicable law, as well as crisis management expenses and business interruption, subject to commercially reasonable sub-limits. (2) Technology Errors and Omissions
During the term of the Contract and, to the extent commercially available at reasonable cost, for up to three (3) years thereafter, Contractor shall maintain coverage for liabilities arising from errors, omissions, or negligent acts by Contractor in the provision of its standard software-as-a- service offerings and related support services provided under this Agreement, provided that such coverage is obtained as of the Effective Date and maintained thereafter so long as any annual premium increase does not exceed twenty percent (20%) over the premium in effect at contract execution.

11. Compliance With Laws
All services to be performed by Contractor pursuant to this Agreement shall be performed in accordance with all applicable Federal, State, County, and municipal laws, ordinances, regulations, and executive orders, including but not limited to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the Federal Regulations promulgated thereunder, as amended (if applicable), the Business Associate requirements set forth in Attachment H (if attached), the Americans with Disabilities Act of 1990, as amended, and Section 504 of the Rehabilitation Act of 1973, which prohibits discrimination on the basis of disability in programs and activities receiving any Federal or County financial assistance, as well as any required

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economic or other sanctions imposed by the United States government or under state law in effect during the term of the Agreement. Such services shall also be performed in accordance with all applicable ordinances and regulations, including but not limited to appropriate licensure, certification regulations, provisions pertaining to confidentiality of records, and applicable quality assurance regulations. In the event of a conflict between the terms of this Agreement and any applicable State, Federal, County, or municipal law, regulation, or executive order, the requirements of the applicable law, regulation, or executive order will take precedence over the requirements set forth in this Agreement.

Contractor will timely and accurately complete, sign, and submit all necessary documentation of compliance.

12. Levine Act Compliance
The Contractor certifies and warrants that Contractor has fully complied, and will remain in full compliance, with all applicable requirements of the Levine Act in connection with this Agreement, including making any required disclosures of campaign contributions to County Officers, which includes but may not be limited to elected County Officers. Elected County Officers include members of the San Mateo County Board of Supervisors, as well as the Assessor-County Clerk-Recorder, Controller, Coroner, District Attorney, Sheriff, and Tax Collector-Treasurer. Any campaign contribution required to be disclosed under the Levine Act in connection with this Agreement shall be disclosed on the disclosure form provided by the County of San Mateo Levine Act Disclosure Form, a copy of which is available from the County upon request.

13. Non-Discrimination and Other Requirements

13.1. General Non-discrimination
No person shall be denied any services provided pursuant to this Agreement (except as limited by the scope of services) on the grounds of race, color, national origin, ancestry, age, disability (physical or mental), sex, sexual orientation, gender identity, marital or domestic partner status, religion, political beliefs or affiliation, familial or parental status (including pregnancy), medical condition (cancer-related), military service, or genetic information.

13.2. Equal Employment Opportunity
Contractor shall ensure equal employment opportunity based on objective standards of recruitment, classification, selection, promotion, compensation, performance evaluation, and management relations for all employees under this Agreement. Contractor’s equal employment policies shall be made available to County upon request.

13.3. Section 504 of the Rehabilitation Act of 1973
Contractor shall comply with Section 504 of the Rehabilitation Act of 1973, as amended, which provides that no otherwise qualified individual with a disability shall, solely by reason of a disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination in the performance of any services this Agreement. This Section applies only to contractors who are providing services to members of the public under this Agreement.

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13.4. Compliance with County’s Equal Benefits Ordinance Contractor shall comply with all laws relating to the provision of benefits to its employees and their spouses or domestic partners, including, but not limited to, such laws prohibiting discrimination in the provision of such benefits on the basis that the spouse or domestic partner of the Contractor’s employee is of the same or opposite sex as the employee.

13.5. Discrimination Against Individuals with Disabilities The nondiscrimination requirements of 41 C.F.R. 60-741.5(a) are incorporated into this Agreement as if fully set forth here, and Contractor and any subcontractor shall abide by the requirements of 41 C.F.R. 60–741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities.

13.6. History of Discrimination
Contractor certifies that no finding of discrimination has been issued in the past 365 days against Contractor by the Equal Employment Opportunity Commission, the California Department of Fair Employment and Housing, or any other investigative entity. If any finding(s) of discrimination have been issued against Contractor within the past 365 days by the Equal Employment Opportunity Commission, the California Department of Fair Employment and Housing, or other investigative entity, Contractor shall provide County with a written explanation of the outcome(s) or remedy for the discrimination prior to execution of this Agreement. Failure to comply with this Section shall constitute a material breach of this Agreement and subjects the Agreement to immediate termination at the sole option of the County.

13.7. Reporting; Violation of Non-discrimination Provisions Contractor shall report to the County Executive Officer the filing in any court or with any administrative agency of any complaint or allegation of discrimination on any of the bases prohibited by this Section of the Agreement or the Section titled “Compliance with Laws”. Such duty shall include reporting of the filing of any and all charges with the Equal Employment Opportunity Commission, the California Department of Fair Employment and Housing, or any other entity charged with the investigation or adjudication of allegations covered by this subsection within 30 days of such filing, provided that within such 30 days such entity has not notified Contractor that such charges are dismissed or otherwise unfounded. Such notification shall include a general description of the circumstances involved and a general description of the kind of discrimination alleged (for example, gender-, sexual orientation-, religion-, or race- based discrimination).

Violation of the non-discrimination provisions of this Agreement shall be considered a breach of this Agreement and subject the Contractor to penalties, to be determined by the County Executive Officer, including but not limited to the following:
i. termination of this Agreement;
ii. disqualification of the Contractor from being considered for or being awarded a County contract for a period of up to 3 years;
iii. liquidated damages of $2,500 per violation; and/or

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iv. imposition of other appropriate contractual and civil remedies and sanctions, as determined by the County Executive Officer.

To effectuate the provisions of this Section, the County Executive Officer shall have the authority to offset all or any portion of the amount described in this Section against amounts due to Contractor under this Agreement or any other agreement between Contractor and County.

14. Compliance with County Employee Jury Service Ordinance Contractor shall comply with Chapter 2.85 of the County’s Ordinance Code, which states that Contractor shall have and adhere to a written policy providing that its employees, to the extent they are full-time employees and live in San Mateo County, shall receive from the Contractor, on an annual basis, no fewer than five days of regular pay for jury service in San Mateo County, with jury pay being provided only for each day of actual jury service. The policy may provide that such employees deposit any fees received for such jury service with Contractor or that the Contractor may deduct from an employee’s regular pay the fees received for jury service in San Mateo County. By signing this Agreement, Contractor certifies that it has and adheres to a policy consistent with Chapter 2.85. For purposes of this Section, if Contractor has no employees in San Mateo County, it is sufficient for Contractor to provide the following written statement to County: “For purposes of San Mateo County’s jury service ordinance, Contractor certifies that it has no full-time employees who live in San Mateo County. To the extent that it hires any such employees during the term of its Agreement with San Mateo County, Contractor shall adopt a policy that complies with Chapter 2.85 of the County’s Ordinance Code.” The requirements of Chapter 2.85 do not apply unless this Agreement’s total value listed in the Section titled “Payments”, exceeds two-hundred thousand dollars ($200,000); Contractor acknowledges that Chapter 2.85’s requirements will apply if this Agreement is amended such that its total value exceeds that threshold amount.

15. Retention of Records; Right to Monitor and Audit
(a) Contractor shall maintain all required records relating to services provided under this Agreement for three (3) years after County makes final payment and all other pending matters are closed, and Contractor shall be subject to the examination and/or audit by County, a Federal grantor agency, and the State of California.
(b) Contractor shall comply with all program and fiscal reporting requirements set forth by applicable Federal, State, and local agencies and as required by County. (c) Contractor agrees upon reasonable notice to provide to County, to any Federal or State department having monitoring or review authority, to County’s authorized representative, and/or to any of their respective audit agencies access to and the right to examine all records and documents necessary to determine compliance with relevant Federal, State, and local statutes, rules, and regulations, to determine compliance with this Agreement, and to evaluate the quality, appropriateness, and timeliness of services performed.

16. Merger Clause; Amendments
This Agreement, including the Exhibits and Attachments attached to this Agreement and incorporated by reference, constitutes the sole Agreement of the parties to this Agreement and correctly states the rights, duties, and obligations of each party as of this document’s date. In

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the event that any term, condition, provision, requirement, or specification set forth in the body of this Agreement conflicts with or is inconsistent with any term, condition, provision, requirement, or specification in any Exhibit and/or Attachment to this Agreement, the provisions of the body of the Agreement shall prevail. Any prior agreement, promises, negotiations, or representations between the parties not expressly stated in this document are not binding. All subsequent modifications or amendments shall be in writing and signed by the parties.

17. Controlling Law; Venue
The validity of this Agreement and of its terms, the rights and duties of the parties under this Agreement, the interpretation of this Agreement, the performance of this Agreement, and any other dispute of any nature arising out of this Agreement shall be governed by the laws of the State of California without regard to its choice of law or conflict of law rules. Any dispute arising out of this Agreement shall be venued either in the San Mateo County Superior Court or in the United States District Court for the Northern District of California.

18. Notices
Any notice, request, demand, or other communication required or permitted under this Agreement shall be deemed to be properly given when both: (1) transmitted via email to the email address listed below; and (2) sent to the physical address listed below by either being deposited in the United States mail, postage prepaid, or deposited for overnight delivery, charges prepaid, with an established overnight courier that provides a tracking number showing confirmation of receipt.

In the case of County, to:

Name/Title: Jas Sandhar/Procurement Manager
Address: 455 County Center, Redwood City, CA, 94063
Telephone: (650) 400-5510
Email: [email protected]
In the case of Contractor, to:

Name/Title: Nick Noone, CEO, Peregrine Technologies,
Address: PO Box 7775 PMB 69596, San Francisco, CA, 94120-7775 Telephone: (415) 287-2749
Email: [email protected], with a copy to [email protected]

19. Electronic Signature
Both County and Contractor wish to permit this Agreement and future documents relating to this Agreement to be digitally signed in accordance with California law and County’s Electronic Signature Administrative Memo. Any party to this Agreement may revoke such agreement to permit electronic signatures at any time in relation to all future documents by providing notice pursuant to this Agreement.

20. Payment of Permits/Licenses
Contractor bears responsibility to obtain any license, permit, or approval required from any agency for work/services to be performed under this Agreement at Contractor’s own expense

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prior to commencement of said work/services. Failure to do so will result in forfeit of any right to compensation under this Agreement.

21. Cloud Computing Policy 2020

21.1. Overview
Cloud computing is defined as on-demand delivery of information technology (IT) resources through the Internet. Such services use a pool of shared resources to achieve economies of scale, provide greater flexibility, and support communication, collaboration, scheduling, sharing, and storage. In most cases, these services are provided on a contractual basis by a third-party vendor and essentially becomes an extension of the County’s network. Security concerns in cloud computing include, but are not limited to:
• Loss of control over the maintenance and protection of the data • Potential loss of privacy due to aggregation of data from other cloud consumers • Reliance on vendor’s services for the security of County data

21.2. Policy Purpose
The purpose of the Cloud Computing Policy is to safeguard the County’s data and to mitigate any risks associated with utilizing cloud solutions. This policy outlines best practices to ensure that data will be properly stored and shared when using cloud computing services.

21.3. Scope
The scope of this policy includes all users of the County of San Mateo’s network who uses cloud computing services, including vendors, contractors, volunteers, temporary staff, consultants, collectively known as Workforce Members, and any other party who provides services or works on the computer and/or network systems.

21.4. Policy
All cloud computing services shall undergo a security assessment, performed at the time of contract, including but not limited to: security controls, identity and authentication management, password management, auditing, and encryption capabilities. As part of the review process, all cloud services that are currently listed in the Federal Risk Authorization Management Program (FedRAMP) will undergo an abbreviated security review process. Cloud services that are not “FedRAMPed” will undergo a more in-depth security review process. Any cloud service’s security level and trustworthiness must match the sensitivity of the data stored on that service. If there are circumstances that fall outside the ability to comply with and/or conform to County policies, an exception waiver may be required.

All cloud computing services must be reviewed and approved by the Chief Information Officer (CIO) or designee before purchase or deployment, including renewals. The CIO or designee has the right to deny the request and shall provide the reason(s) for doing so as well as alternatives so that a mutually agreeable solution can be developed.

The use of cloud computing services shall comply with all current laws and regulations as well as all County policies. All software stored in the cloud must comply with licensing agreements

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and copyright laws. Additionally, all internet domains (URLs) associated with County business shall be managed and registered through ISD.

21.5. Software as a Service
Software as a Service (SaaS) solutions must utilize latest version of Security Assertion Markup Language (SAML) authentication (WS-Federation and Okta’s Secure Web Authentication (SWA) may be used in lieu of SAML) and integrate with the County’s identity provider (currently Okta). Multi-factor authentication is required when the application is accessed from outside of the County’s network. If solutions do not utilize SAML authentication or multi-factor authentication, a request for exception, signed by the Department Head, must be submitted to the CIO or designee, for approval. Note: The security assessment may result in a request for exception based on the results of the review and is not limited to the above-mention authentication processes.

The cloud environment shall also include a County-approved warning banner upon logon, if capable.

All software must be configured to have a lock-out session after thirty (30) minutes of idle time.

Full auditing, in coordination with ISD, must be enabled to allow for successful and unsuccessful account logon events, account management events, and system events. Audit logs, if performed by another organization, shall be shared with the County upon request or as stated in the underlying agreement. All audit logs must be stored for a minimum of one year.

Contingency plans for disaster recovery must be provided by the vendor in all SaaS solutions including a strategy to restore the data within a specified time frame.

Both vendor and County roles and responsibilities shall be clearly stated including enforcement mechanisms to meet the required service levels. All parties must also comply with Administrative Memorandum B-1.

The terms and conditions of termination shall be clearly defined along with the disposal and/or transfer of data.

21.6. Confidential Data
Cloud systems are subject to the same internal standards as those located on-premises.

Confidential data may only be stored and managed through a secure vendor that has been approved by ISD as appropriate for confidential data.

All vendors shall comply with all County specified standards and requirements in addition to federal and state mandated standards, such as HIPAA. Compliance shall be detailed within the business case for each application. Vendors must provide information regarding the controls they employ to maintain security on all HIPAA and PII data. The following list includes security concerns that will be evaluated in the security review process. Note that an exception waiver may be required in the event that the listed County requirements are not met. • How and where vendor encrypts data, both at rest and in motion • How vendor employees who will have physical access to the network and infrastructure that hosts the application, are vetted

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• What third-party audits will be/have been performed to validate vendor controls • What security features are and are not included as part of their SLA • What constitutes a security event and what their notification policies and procedures are after a security event occurs
• If the backups of the County’s data are moved offsite, how are they encrypted • How will data be securely deleted or destroyed as requested
• The vendor’s ability to provide patches and update products, including the patch schedules and timeline for end-of-device support
• Assurance that the sharing of the County provided account password will be strictly prohibited
Client data from the cloud may not be transmitted to a personal computing device (such as a flash/thumb drive).

21.7. Other County Policies
The County has other policies that address specific areas of information security including policies on IT security, Internet use, email, mobile technology use, vendor/contractor access, and portable computing. These policies are also applicable and extend to cloud services including the use and storage of information. Departments may have internal policies that also address these issues. These policies are cumulative and in the event of conflict, the policies providing the County with the greatest level of security shall apply.

21.8. Responsibility
Departments shall be responsible for providing security awareness and training to all users of devices or electronic media containing Personal Health Information (PHI) or PII as it relates to the HIPAA requirements for all data under their control. ISD will be responsible for providing Countywide security awareness and training

21.9. Policy Enforcement
The CIO or designee is the policy administrator for information technology resources and will ensure that this process is followed. Additionally, Division Directors, managers, and Department Heads are responsible for compliance with County policies within their respective administrative areas.

Any violations of this policy shall be reported to the CIO or designee. Violations will be investigated and may result in disciplinary action up to and including dismissal from County employment. For violations of patient confidentiality, the procedures of the Patient Confidentiality Sanctions Policy as regulated by HIPAA will apply. Vendors who violate this policy may be subject to contract termination, denial of service, and/or legal penalties, both criminal and civil.

21.10. Revision History
Effective Date Changes Made

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7/31/2018 Policy established
6/22/2020 Policy revised

22. Additional Technology Terms and Conditions

22.1. Disentanglement
During the term of the Agreement and for a period of thirty (30) days following expiration or termination, Contractor shall make available an application programming interface (“API”) that permits County to retrieve its Customer Data from the Contractor platform. Customer Data shall be provided in a non-proprietary format.

At County’s written request, Contractor may extend API access to third-party contractors designated by County, provided that County remains solely responsible for vetting, authorizing, and managing such third parties. Contractor shall have no responsibility or liability for the acts or omissions of any third-party contractor and shall have no obligation to provide support or services directly to such third parties.

Except as expressly stated in this Section, Contractor shall have no obligation to provide transition assistance, data migration services, or other disengagement support. Any post- termination data retention, API access, maintenance, or support services shall be provided only pursuant to a mutually executed written agreement.

County must notify Contractor in writing at least thirty (30) days prior to expiration or termination of its intent to maintain data access or retention beyond the access period. Absent such notice and agreement, Contractor may delete Customer Data in accordance with its standard data retention and deletion policies.

Warranty
Contractor represents and warrants that, during the term of the Agreement, the services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards and will substantially conform to the applicable documentation provided by Contractor.

County’s sole and exclusive remedy for any breach of this warranty shall be for Contractor, at its option, to (a) use commercially reasonable efforts to correct the nonconformity, or (b) if Contractor determines that such correction is not commercially reasonable, refund the fees paid by County for the affected services for the period in which the nonconformity occurred.

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The foregoing warranty does not apply to issues arising from (i) misuse of the services, (ii) modifications not made by or at the direction of Contractor, or (iii) use of the services in combination with products or services not provided by Contractor.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, CONTRACTOR DISCLAIMS ALL

WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT.

23. Health Insurance Portability and Accountability Act (HIPAA)

23.1. DEFINITIONS
Terms used, but not otherwise defined, in this Schedule shall have the same meaning as those terms are defined in 45 Code of Federal Regulations (CFR) sections 160.103, 164.304, and 164.501. All regulatory references in this Schedule are to Title 45 of the Code of Federal Regulations unless otherwise specified.
a. Business Associate. “Business Associate" shall generally have the same meaning as the term "business associate" at 45 CFR 160.103, and in reference to the parties to this agreement shall mean Contractor.
b. Covered Entity. "Covered entity" shall generally have the same meaning as the term “covered entity” at 45 CFR 160.103, and in reference to the party to this agreement shall mean County.
c. HIPAA Rules. "HIPAA rules" shall mean the Privacy, Security, Breach Notification and Enforcement Rules at 45 CFR part 160 and part 164, as amended and supplemented by Subtitle D of the Health Information Technology for Economic and Clinical Health Act provisions of the American Recovery and Reinvestment Act of 2009. d. Designated Record Set. "Designated Record Set" shall have the same meaning as the term "designated record set" in Section 164.501.
e. Electronic Protected Health Information. "Electronic Protected Health Information" (EPHI) means individually identifiable health information that is transmitted or maintained in electronic media; it is limited to the information created, received, maintained or transmitted by Business Associate from or on behalf of Covered Entity.
f. Individual. "Individual" shall have the same meaning as the term "individual" inSection 164.501 and shall include a person who qualifies as a personal representative in accordance with Section 164.502(g).
g. Privacy Rule. "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164, Subparts A and E. h. Protected Health Information. "Protected Health Information" (PHI) shall have the same meaning as the term

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"protected health information" in Section 160.103 and is limited to the information created or received by Business Associate from or on behalf of County. i. Required By Law. "Required by law" shall have the same meaning as the term "required by law" in Section 164.103.
j. Secretary. "Secretary" shall mean the Secretary of the United States Department of Health and Human Services or his or her designee.
k. Breach. The acquisition, access, use, or disclosure of PHI in violation of the Privacy Rule that compromises the security or privacy of the PHI and subject to the exclusions set forth in Section 164.402. Unless an exception applies, an impermissible use or disclosure of PHI is presumed to be a breach, unless it can be demonstrated there is a low probability that the PHI has been compromised based upon, at minimum, a four-part risk assessment:

1. Nature and extent of PHI included, identifiers and likelihood of re-identification; 2.

Identity of the unauthorized person or to whom impermissible disclosure was made; 3.

Whether PHI was actually viewed or only the opportunity to do so existed; 4. The extent to which the risk has been mitigated.
l. Security Rule. "Security Rule" shall mean the Security Standards for the Protection of Electronic Protected Health Information at 45 CFR Part 160 and Part 164, Subparts A and C.
m. Unsecured PHI. “Unsecured PHI” is protected health information that is not rendered unusable, unreadable, or indecipherable to unauthorized individuals through the use of a technology or methodology specified by the Secretary in relevant HHS guidance. n. Security Incident. "Security Incident" shall mean the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with systems operations in an information system. “Security Incident” includes all incidents that constitute breaches of unsecured protected health information.

23.2. OBLIGATIONS AND ACTIVITIES OF CONTRACTOR AS BUSINESS ASSOCIATE a. Business Associate agrees to not use or further disclose Protected Health Information other than as permitted or required by the Agreement or as required by law. b. Business Associate agrees to use appropriate safeguards to comply with Subpart C of 45 CFR part 164 with respect to EPHI and PHI, and to prevent the use or disclosure of the Protected Health Information other than as provided for by this Agreement. c. Business Associate agrees to make uses and disclosures requests for ProtectedHealth Information consistent with minimum necessary policy and procedures. d. Business Associate may not use or disclose protected health information in a manner that would violate subpart E of 45 CFR part 164.504 if used or disclosed by Covered Entity. e. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of Protected Health Information by Business Associate in violation of the requirements of this Agreement.

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f. Business Associate agrees to report to County any use or disclosure of Protected Health Information not authorized by this Agreement.
g. Business Associate agrees to ensure that any agent, including a subcontractor, to whom it provides Protected Health Information received from, or created or received by Business Associate on behalf of County, agrees to adhere to the same restrictions and conditions that apply through this Agreement to Business Associate with respect to such information. h. If Business Associate has Protected Health Information in a Designated Record Set, Business Associate agrees to provide access, at the request of County, and in the time and manner designated by County, to Protected Health Information in a Designated Record Set, to County or, as directed by County, to an Individual in order to meet the requirements under Section 164.524.
i. If Business Associate has Protected Health Information in a Designated Record Set, Business Associate agrees to make any amendment(s) to Protected Health Information in a Designated Record Set that the County directs or agrees to make pursuant to Section 164.526 at the request of County or an Individual, and in the time and manner designed by County.
j. Business Associate agrees to make available to the Secretary of the United States Department of Health and Human Services, and to County upon reasonable prior written request, such records relating to Business Associate’s use and disclosure of Protected Health Information on behalf of County as are reasonably necessary to demonstrate County’s compliance with the HIPAA Rules. Any access by County under this Section shall be limited in scope to records directly relevant to such compliance, shall be conducted in a manner that does not unreasonably interfere with Business Associate’s operations, and shall be subject to reasonable confidentiality protections. Business Associate shall not be required to disclose trade secrets, proprietary information, internal security architecture, or information unrelated to the use or disclosure of Protected Health Information.
k. Business Associate agrees to document such disclosures of Protected Health Information and information related to such disclosures as would be required for County to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with Section 164.528.
l. Business Associate agrees to provide to County or an Individual in the time and manner designated by County, information collected in accordance with Section (k) of this Schedule, in order to permit County to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with Section 164.528. m. Business Associate shall implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of EPHI that Business Associate creates, receives, maintains, or transmits on behalf of County. n. Business Associate shall conform to generally accepted system security principles and the requirements of the final HIPAA rule pertaining to the security of health information. o. Business Associate shall ensure that any agent to whom it provides EPHI, including a subcontractor, agrees to implement reasonable and appropriate safeguards to protect such EPHI.

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p. Business Associate shall report to County Breach of Unsecured PHI without unreasonable delay and within three (3) business days of becoming aware of such incident. Business Associate shall also facilitate breach notification(s) to the appropriate governing body (i.e.

HHS,OCR, etc.) as required by law. As appropriate and after consulting with County, Business Associate shall also notify affected individuals and the media of a qualifying breach. Non-Breach incidents may be reported on a periodic basis. q. Business Associate understands that it is directly liable under the HIPAA rules and subject to civil and, in some cases, criminal penalties for making uses and disclosures of Protected Health Information that are not authorized by this Attachment, the underlying contract as or required by law.

23.3. PERMITTED USES AND DISCLOSURES BY CONTRACTOR AS BUSINESS

ASSOCIATE
Except as otherwise limited in this Schedule, Business Associate may use or disclose Protected Health Information to perform functions, activities, or services for, or on behalf of, County as specified in the Agreement; provided that such use or disclosure would not violate the Privacy Rule if done by County.

23.4. OBLIGATIONS OF COUNTY
a. County shall provide Business Associate with the notice of privacy practices that County produces in accordance with Section 164.520, as well as any changes to such notice. b. County shall provide Business Associate with any changes in, or revocation of, permission by Individual to use or disclose Protected Health Information, if such changes affect Business Associate's permitted or required uses and disclosures. c. County shall notify Business Associate of any restriction to the use or disclosure of Protected Health Information that County has agreed to in accordance with Section 164.522.

23.5. PERMISSIBLE REQUESTS BY COUNTY
County shall not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy Rule if so requested by County, unless the Business Associate will use or disclose Protected Health Information for, and if the Agreement provides for, data aggregation or management and administrative activities of Business Associate.

23.6. DUTIES UPON TERMINATION OF AGREEMENT
a. Upon termination of the Agreement for any reason, Business Associate shall, at County’s direction, return or destroy all Protected Health Information received from County, or created, received, or maintained by Business Associate on behalf of County, that Business Associate maintains in active systems. This obligation shall apply to Protected Health Information in the possession of Business Associate’s subcontractors or agents.

Notwithstanding the foregoing, Business Associate may retain Protected Health Information in secure backups, disaster recovery systems, or archival media to the extent such retention is reasonably necessary for legal, regulatory, or business continuity purposes, provided that such retained information remains subject to the protections of this Agreement and is not used or disclosed for any purpose other than those that make such retention necessary. Business

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Associate shall destroy such retained Protected Health Information in accordance with its standard data retention and deletion policies.
b. In the event that Business Associate determines that returning or destroying Protected Health Information is infeasible, Business Associate shall provide to County notification of the conditions that make return or destruction infeasible. Upon mutual agreement of the Parties that return or destruction of Protected Health Information is infeasible, Business Associate shall extend the protections of the Agreement to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such Protection Health Information.

23.7. MISCELLANEOUS
a. Regulatory References. A reference in this Schedule to a section in the HIPAA Privacy Rule means the section as in effect or as amended, and for which compliance is required. b. Amendment. The Parties agree to take such action as is necessary to amend this Schedule from time to time as is necessary for County to comply with the requirements of the Privacy Rule and the Health Insurance Portability and Accountability Act, Public Law 104-191. c. Survival. The respective rights and obligations of Business Associate under this Schedule shall survive the termination of the Agreement.
d. Interpretation. [DELETED]
e. Reservation of Right to Monitor Activities. County may, upon reasonable prior written notice and no more than once annually, request information reasonably necessary to confirm Business Associate’s compliance with the HIPAA Security Rule as it relates to the protection of Protected Health Information on behalf of County. Any such review shall be limited in scope, shall not unreasonably interfere with Business Associate’s operations, and shall be subject to reasonable confidentiality obligations. County shall not be entitled to conduct on-site inspections, penetration testing, or vulnerability scanning, or to access Business Associate’s internal security architecture, source code, or other proprietary or confidential information.

24. Intellectual Property

24.1. Intellectual Property Rights

1. The County of San Mateo (“County”), shall and does own all titles, rights and interests in all Work Products created by Contractor and its subcontractors (collectively “Vendors”) for the County under this Agreement. Contractor may not sell, transfer, or permit the use of any Work Products without the express written consent of the County.

2. “Work Products” are defined as all materials, tangible or not, created in whatever medium pursuant to this Agreement, including without limitation publications, promotional or educational materials, reports, manuals, specifications, drawings and sketches, computer programs, software and databases, schematics, marks, logos, graphic designs, notes, matters and combinations thereof, and all forms of intellectual property.

3. Contractor shall not dispute or contest, directly or indirectly, the County’s exclusive right and title to the Work Products nor the validity of the intellectual property embodied therein.

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Contractor hereby assigns, and if later required by the County, shall assign to the County all titles, rights and interests in all Work Products. Contractor shall cooperate and cause subcontractors to cooperate in perfecting County’s titles, rights or interests in any Work Product, including prompt execution of documents as presented by the County.

4. To the extent any of the Work Products may be protected by U.S. Copyright laws, Parties agree that the County commissions Vendors to create the copyrightable Work Products, which are intended to be work-made-for-hire for the sole benefit of the County and the copyright of which is vested in the County.

5. In the event that the title, rights, and/or interests in any Work Products are deemed not to be “work-made-for-hire” or not owned by the County, Contractor hereby assigns and shall require all persons performing work pursuant to this Agreement, including its subcontractors, to assign to the County all titles, rights, interests, and/or copyrights in such Work Product. Should such assignment and/or transfer become necessary or if at any time the County requests cooperation of Contractor to perfect the County’s titles, rights or interests in any Work Product, Contractor agrees to promptly execute and to obtain execution of any documents (including assignments) required to perfect the titles, rights, and interests of the County in the Work Products with no additional charges to the County beyond that identified in this Agreement or subsequent change orders. The County, however, shall pay all filing fees required for the assignment, transfer, recording, and/or application.

6. Contractor agrees that before commencement of any subcontract work it will incorporate this SECTION to contractually bind or otherwise oblige its subcontractors and personnel performing work under this Agreement such that the County’s titles, rights, and interests in Work Products are preserved and protected as intended herein.

25. Personally Identifiable Information
Requirements for County Contractors, Subcontractors, Vendors and Agents

25.1. Definitions
Personally Identifiable Information (PII), or Sensitive Personal Information (SPI), as used in Federal information security and privacy laws, is information that can be used on its own or with other information to identify, contact, or locate a single person, or to identify an individual in context. PII may only be used to assist in the administration of programs in accordance with 45 C.F.R. § 205.40, et seq. and California Welfare & Institutions Code section 10850. a. “Assist in the Administration of the Program” means performing administrative functions on behalf of County programs, such as determining eligibility for, or enrollment in, and collecting context PII for such purposes, to the extent such activities are authorized by law. b. “Breach” refers to actual loss, loss of control, compromise, unauthorized disclosure, unauthorized acquisition, unauthorized access, or any similar term referring to situations where persons other than authorized users and for other than authorized purposes have access or potential access to context PII, whether electronic, paper, verbal, or recorded. c. “Contractor” means those contractors, subcontractors, vendors and agents of the County performing any functions for the County that require access to and/or use of PII and that are authorized by the County to access and use PII.

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d. "Personally Identifiable Information” or “PII” is personally identifiable information that can be used alone, or in conjunction with any other reasonably available information, to identify a specific individual. PII includes, but is not limited to, an individual's name, social security number, driver's license number, identification number, biometric records, date of birth, place of birth, or mother’s maiden name. PII may be electronic, paper, verbal, or recorded. e. “Security Incident” means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of PII, or interference with system operations in an information system which processes PII that is under the control of the County or County’s Statewide Automated Welfare System (SAWS) Consortium, or under the control of a contractor, subcontractor or vendor of the County, on behalf of the County. f. “Secure Areas” means any area where:
i. Contractors administer or assist in the administration of County programs; ii. PII is used or disclosed; or
iii. PII is stored in paper or electronic format.

25.2. Restrictions on Contractor re Use and Disclosure of PII a. Contractor agrees to use or disclose PII only as permitted in this Agreement and only to assist in the administration of programs in accordance with 45 CFR § 205.50, et seq. and California Welfare & Institutions Code section 10850 or as otherwise authorized or required by law. Disclosures, when authorized or required by law, such as in response to a court order, or when made upon the explicit written authorization of the individual, who is the subject of the PII, are allowable. Any other use or disclosure of PII requires the express approval in writing by the County. No Contractor shall duplicate, disseminate or disclose PII except as allowed in this Agreement.
b. Contractor agrees to only use PII to perform administrative functions related to the administration of County programs to the extent applicable. c. Contractor agrees that access to PII shall be restricted to Contractor’s staff who need to perform specific services in the administration of County programs as described in this Agreement.
d. Contractor understands and agrees that any of its staff who accesses, discloses or uses PII in a manner or for a purpose not authorized by this Agreement may be subject to civil and criminal sanctions available under applicable Federal and State laws and regulations

25.3. Use of Safeguards by Contractor to Protect PII
a. Contractor agrees to ensure that any agent, including a subcontractor, to whom it provides PII received from, or created or received by Contractor on behalf of County, agrees to adhere to the same restrictions and conditions contained in this Attachment PII. b. Contractor agrees to advise its staff who have access to PII, of the confidentiality of the information, the safeguards required to protect the information, and the civil and criminal sanctions for non-compliance contained in applicable Federal and State laws and regulations.

The physical handling, mailing, faxing, and transport requirements set forth in this Section apply only to the extent Contractor processes or stores PII in physical (paper) form.

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c. Contractor agrees to train and use reasonable measures to ensure compliance by Contractor’s staff, including, but not limited to (1) providing initial privacy and security awareness training to each new staff within thirty (30) days of employment; (2) thereafter, providing annual refresher training or reminders of the PII privacy and security safeguards to all Contractor’s staff; (3) maintaining records indicating each Contractor’s staff name and the date on which the privacy and security awareness training was completed; and (4) retaining training records for a period of three (3) years after completion of the training or equivalent documentation maintained in accordance with Contractor’s standard training and compliance practices.
d. Contractor agrees to provide documented sanction policies and procedures for Contractor’s staff who fail to comply with privacy policies and procedures or any provisions of these requirements, including termination of employment when appropriate. e. Contractor agrees that all Contractor’s staff performing services under this Agreement sign a confidentiality statement prior to accessing PII and . The signed statement shall be retained for a period of three (3) years, and the statement include at a minimum: (1) general use; (2) security and privacy safeguards; (3) unacceptable use; and (4) enforcement policies. f. Contractor agrees to conduct a background check of Contractor’s staff before they may access PII with more thorough screening done for those employees who are authorized to bypass significant technical and operational security controls. Contractor further agrees that screening documentation shall be retained for a period of three (3) years following conclusion of the employment relationship consistent with applicable law and Contractor’s internal employment and background screening policies.
g. Contractor agrees to conduct periodic privacy and security reviews of work activity, including random sampling of work product by Contractor’s staff by management level personnel who are knowledgeable and experienced in the areas of privacy and information security in the administration of County’s programs and the use and disclosure of PII. Examples include, but are not limited to, access to data, case files or other activities related to the handling of PII. h. Contractor shall ensure that PII is used and stored in an area that is physically safe from access by unauthorized persons at all times and safeguard PII from loss, theft, or inadvertent disclosure by securing all areas of its facilities where Contractor’s staff assist in the administration of the County’s programs and use, disclose, or store PII.

Notwithstanding anything to the contrary in this Section, to the extent Contractor utilizes third- party cloud service providers to host, process, or store PII, Contractor’s obligations with respect to physical and environmental security controls shall be satisfied through the security, access controls, and certifications of such cloud service providers, provided that such providers maintain industry-standard security practices consistent with generally accepted frameworks such as SOC 2, ISO 27001, or NIST SP 800-53.
i. Contractor shall ensure that each physical location, where PII is used, disclosed, or stored, has procedures and controls that ensure an individual who is terminated from access to the facility is promptly escorted from the facility by an authorized employee of Contractor and access is revoked.

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j. Contractor shall ensure that there are security guards or a monitored alarm system at all times at Contractor’s facilities and leased facilities where five hundred (500) or more individually identifiable records of PII is used, disclosed, or stored. Video surveillance systems are recommended.
k. Contractor shall ensure that data centers with servers, data storage devices, and/or critical network infrastructure involved in the use, storage, and/or processing of PII have perimeter security and physical access controls that limit access to only those authorized by this Agreement. Visitors to any Contractor data centers area storing PII as a result of administration of a County program must be escorted at all times by authorized Contractor’s staff. l. Contractor shall have policies that include, based on applicable risk factors, a description of the circumstances under which Contractor staff can transport PII, as well as the physical security requirements during transport.
m. Contractor shall ensure that any PII stored in a vehicle shall be in a non-visible area such as a trunk, that the vehicle is locked, and under no circumstances permit PII be left unattended in a vehicle overnight or for other extended periods of time. n. Contractor shall ensure that PII shall not be left unattended at any time in airplanes, buses, trains, etc., including baggage areas. This should be included in training due to the nature of the risk.
o. Contractor shall ensure that all workstations and laptops, which use, store and/or process PII, must be encrypted using a FIPS 140-2 certified algorithm 128 bit or higher, such as Advanced Encryption Standard (AES). The encryption solution must be full disk. It is encouraged, when available and when feasible, that the encryption be 256 bit. p. Contractor shall ensure that servers containing unencrypted PII must have sufficient administrative, physical, and technical controls in place to protect that data, based upon a risk assessment/system security review. It is recommended to follow the guidelines documented in the latest revision of the National Institute of Standards and Technology (NIST) Special Publication (SP) 800-53, Security and Privacy Controls for Federal Information Systems and Organizations.
q. Contractor agrees that only the minimum necessary amount of PII required to perform required business functions will be accessed, copied, downloaded, or exported. r. Contractor shall ensure that all electronic files, which contain PII data is encrypted when stored on any mobile device or removable media (i.e. USB drives, CD/DVD, smartphones, tablets, backup tapes etc.). Encryption must be a FIPS 140-2 certified algorithm 128 bit or higher, such as AES. It is encouraged, when available and when feasible, that the encryption be 256 bit.
s. Contractor shall ensure that all workstations, laptops and other systems, which process and/or store PII, must install and actively use an antivirus software olution. Antivirus software should have automatic updates for definitions scheduled at least daily. In addition, Contractor shall ensure that:
i. All workstations, laptops and other systems, which process and/or store PII, must have critical security patches applied, with system reboot if necessary.

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ii. There must be a documented patch management process that determines installation timeframe based on risk assessment and vendor recommendations. iii. At a maximum, all applicable patches deemed as critical must be installed within thirty (30) days of vendor release. It is recommended that critical patches which are high risk be installed within seven (7) days.
iv. Applications and systems that cannot be patched within this time frame, due to significant operational reasons, must have compensatory controls implemented to minimize risk.
t. Contractor shall implement reasonable and appropriate authentication and session management controls designed to protect PII, consistent with generally accepted industry standards and Contractor’s written security policies, taking into account applicable risk factors and evolving best practices.
u. Contractor shall ensure that usernames for its staff authorized to access PII will be promptly disabled, deleted, or the password changed upon the transfer or termination of an employee within twenty- four (24) hours. Note: Twenty-four (24) hours is defined as one (1) working day. v. Contractor shall ensure when no longer needed, all PII must be cleared, purged, or destroyed consistent with NIST SP 800-88, Guidelines for Media Sanitization, such that the Personally Identifiable Information cannot be retrieved. w. Contractor shall implement reasonable and appropriate authentication and session management controls designed to protect PII, consistent with generally accepted industry standards and Contractor’s written security policies, taking into account applicable risk factors and evolving best practices.
x. Contractor shall ensure that all of its systems providing access to PII must display a warning banner stating, at a minimum that data is confidential; systems are logged, systems use is for business purposes only by authorized users and users shall log off the system immediately if they do not agree with these requirements.
y. Contractor will ensure that all of its systems providing access to PII must maintain an automated audit trail that can identify the user or system process which initiates a request for PII, or alters PII. The audit trail shall be date and time stamped; log both successful and failed accesses be read-access only; and be restricted to authorized users. If PII is stored in a database, database logging functionality shall be enabled. The audit trail data shall be archived for at least one (1) year from the occurrence.
z. Contractor shall ensure that all of its systems providing access to PII shall use role-based access controls for all user authentications, enforcing the principle of least privilege. aa. Contractor shall ensure that all data transmissions of PII outside of its secure internal networks must be encrypted using a Federal Information Processing Standard (FIPS) 140-2 certified algorithm that is 128 bit or higher, such as Advanced Encryption Standard (AES) or Transport Layer Security (TLS). It is encouraged, when available and when feasible, that 256 bit encryption be used. Encryption can be end to end at the network level, or the data files containing PII can be encrypted. This requirement pertains to any type of PII in motion such as website access, file transfer, and email.

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bb. Contractor shall ensure that all of its systems involved in accessing, storing, transporting, and protecting PII, which are accessible through the Internet, must be protected by an intrusion detection and prevention solution.
cc. Contractor shall ensure that audit control mechanisms are in place. All Contractor systems processing and/or storing Personally Identifiable Information must have a least an annual system risk assessment/security review that ensure administrative, physical, and technical controls are functioning effectively and provide an adequate level of protection. Review shall include vulnerability scanning tools.
dd. Contractor shall ensure that all of its systems processing and/or storing PII must have a process or automated procedure in place to review system logs for unauthorized access. ee. Contractor shall ensure that all of its systems processing and/or storing PII must have a documented change control process that ensures separation of duties and protects the confidentiality, integrity and availability of data.
ff. Contractor shall establish a documented plan to enable continuation of critical business processes and protection of the security of PII kept in an electronic format in the event of an emergency. Emergency means any circumstance or situation that causes normal computer operations to become unavailable for use in performing the work required under this Agreement for more than twenty-four (24) hours.
gg. Contractor shall ensure its data centers with servers, data storage devices, and critical network infrastructure involved in the use, storage and/or processing of PII, must include environmental protection such as cooling, power, and fire prevention, detection, and suppression.
hh. Contractor shall establish documented procedures to backup PII to maintain retrievable exact copies of PIII. The documented backup procedures shall contain a schedule which includes incremental and full backups, storing backups offsite, inventory of backup media, recovery of PII data, an estimate of the amount of time needed to restore PII data. ii. Contractor shall ensure that PII in paper form shall not be left unattended at any time, unless it is locked space such as a file cabinet, file room, desk or office. Unattended means that information may be observed by an individual not authorized to access the information. Locked spaces are defined as locked file abinets, locked file rooms, locked desks, or locked offices in facilities which are multi-use, meaning that there are Contractor’s staff and non-Contractor functions in one building in work areas that are not securely segregated from each other. It is recommended that all PII be locked up when unattended at any time, not just within multi-use facilities.
jj. Contractor shall ensure that any PII that must be disposed of will be through confidential means, such as crosscut shredding or pulverizing.
kk. Contractor agrees that PII must not be removed from its facilities except for identified routine business purposes or with express written permission of the County. ll. Contractor shall ensure that faxes containing PII shall not be left unattended and fax machines shall be in secure areas. Faxes containing PII shall contain a confidentiality statement

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notifying persons receiving faxes in error to destroy them and notify the sender. All fax numbers shall be verified with the intended recipient before send the fax. mm. Contractor shall ensure that mailings containing PII shall be sealed and secured from damage or inappropriate viewing of PII to the extent possible. Mailings that include five hundred (500) or more individually identifiable records containing PII in a single package shall be sent using a tracked mailing method that includes verification of delivery.

25.4. Reporting of Breaches Required by Contractor to County; Mitigation a. Contractor shall notify County without unreasonable delay, and in no event later than five (5) business days, after confirming a Breach of unsecured PII as defined by applicable law.

Contractor may provide periodic or aggregated reporting of non-breach security incidents upon County’s reasonable request.
b. Contractor understands that State and Federal Law requires a breaching entity to notify individuals of a breach or unauthorized disclosure of their PII. Contractor shall ensure that said notifications shall comply with the requirements set forth in California Civil Code section 1798.29, and 42 U.S.C. section 17932, and its implementing regulations, including but not limited to, the requirement that the notifications be made without unreasonable delay and in no event later than sixty (60) calendar days.
c. Contractor agrees to promptly mitigate, to the extent practicable, any harmful effect that is known to Contractor stemming from a use or disclosure of PII in violation of the requirements of this Agreement, including taking any action pertaining to such use or disclosure required by applicable Federal and State laws and regulations.

25.5. Permitted Uses and Disclosures of PII by Contractor Except as otherwise limited in this schedule, Contractor may use or disclose PII to perform functions, activities, or services for, or on behalf of, County as specified in the Agreement; provided that such use or disclosure would not violate the Privacy Rule if done by County.

25.6. Obligations of County
a. County shall provide Contractor with the notice of privacy practices that County produces in accordance with California Welfare and Institutions Code section 0850, as well as any changes to such notice.
b. County shall notify Contractor of any changes in, or revocation of, permission by Individual to use or disclose PII, if such changes affect Contractor’s permitted or required uses and disclosures.
c. County shall notify Contractor of any restriction to the use or disclosure of PII that County has agreed to in accordance with California Welfare and Institutions Code section 10850.

25.7. Permissible Requests by County
County shall not request Contractor to use or disclose PII in any manner that would not be permissible under the Privacy Rule if so requested by County, unless Contractor will use or disclose PII for, and if the Agreement provides for, data aggregation or management and administrative activities of Contractor.

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25.8. Duties Upon Termination of Agreement
a. Upon termination of the Agreement for any reason, Contractor shall return or destroy all PII maintained in active systems that was received from County or created, maintained, or received by Contractor on behalf of County. Notwithstanding the foregoing, Contractor may retain PII in secure backups, disaster recovery systems, or archival media to the extent reasonably necessary for legal, regulatory, or business continuity purposes, provided such PII remains subject to the protections of this Agreement and is destroyed in accordance with Contractor’s standard data retention policies.
b. In the event that Contractor determines that returning or destroying PII is infeasible, Contractor shall provide to County notification of the conditions that make return or destruction infeasible. The Parties acknowledge that such conditions may include, without limitation, Contractor’s obligation to retain certain information for compliance purposes (including audit logs) and Contractor’s use of data related to use of the platform for internal product improvement, analytics, and security purposes, as described in Contractor’s platform privacy policy. Upon mutual Agreement of the Parties that return or destruction of PII is infeasible, Contractor shall extend the protections of the Agreement to such PII and limit further uses and disclosures of such PII to those purposes that make the return or destruction infeasible, provided that such use does not identify the County or individual data subjects, for so long as Contractor maintains such PII.

25.9. Miscellaneous
a. Regulatory References. A reference in this Attachment to a section in the Personally Identifiable Information Privacy Rule means the section as in effect or as amended, and for which compliance is required.
b. Amendment. The Parties agree to take such action as is necessary to amend this Schedule from time to time as is necessary for County to comply with the requirements of the Privacy Rule and in accordance 45 CFR § 205.40, et seq. and California Welfare and Institutions Code section 10850.
c. Survival. The respective rights and obligations of Contractor under this Attachment shall survive the termination of the Agreement unless and until the PII is destroyed or returned to the County.
d. Interpretation. Any ambiguity in this Attachment shall be interpreted in a manner consistent with applicable law and the terms of the Agreement.
e. Reservation of Right to Monitor Activities. County may, upon reasonable prior written notice and no more than once annually, request information reasonably necessary to confirm Contractor’s compliance with applicable PII protection requirements. Any such review shall be limited in scope, shall not unreasonably interfere with Contractor’s operations, and shall not require disclosure of proprietary information, internal security architecture, or trade secrets.

26. Rehabilitation Act of 1973
Refer to the attachment required to be completed by the Contractor.

SIGNATURE PAGE TO FOLLOW

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THIS PAGE INTENTIONALLY

LEFT BLANK

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In witness of and in agreement with this Agreement’s terms, the parties, by their duly authorized representatives, affix their respective signatures:

For Contractor: Peregrine Technologies Inc

____________________________
Contractor Signature
_______________
Date
___________________________
Contractor Name (please print)

COUNTY OF SAN MATEO
By:

President, Board of Supervisors, San Mateo County
Date:

ATTEST:

By:

Clerk of Said Board
William R Wheeler (Jan 22, 2026 09:22:31 PST)
William R Wheeler 01/22/26 William R Wheeler
January 27, 2026
Resolution No. 081628; adopted 1/27/2026.

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EXHIBIT [A]: SERVICES

PEREGRINE STATEMENT OF WORK

Scope & Description of the Peregrine Service Applications The Peregrine platform (the “Service,” “Peregrine”), is a web-based, CJIS-compliant software-as-a-service (SaaS) that provides a single point of access to integrate, discover, view, and analyze data from the below-listed agencies (“Participating Agencies.” Under this scope of work, Peregrine will integrate data from the following Participating Agency sources:
• San Mateo Police Department: CAD; RMS; Axon Evidence; Axon LPR; and Skydio • South San Francisco Police Department: CAD; RMS; Axon Evidence; and Axon LPR • Daly City Police Department: CAD; RMS; Axon Evidence; Axon LPR; and Skydio • San Bruno Police Department: CAD; RMS; Axon Evidence; and Axon LPR • Pacifica Police Department: CAD; RMS; Axon Evidence; and Axon LPR • Redwood City Police Department: CAD; RMS; Axon Evidence; and Axon LPR • Hillsborough Police Department: CAD; RMS; Axon Evidence; and Axon LPR • Foster City Police Department: CAD; RMS; Axon Evidence; and Axon LPR • Menlo Park Police Department: CAD; RMS; Axon Evidence; and Axon LPR • Atherton Police Department: CAD; RMS; Axon Evidence; and Axon LPR • Burlingame Police Department: CAD; RMS; Axon Evidence; and Axon LPR • Belmont Police Department: CAD; RMS; Axon Evidence; and Axon LPR • East Palo Alto Police Department: CAD; RMS; Axon Evidence; and Axon LPR • Colma Police Department: CAD; RMS; Axon Evidence; and Axon LPR • San Mateo County Sheriff’s Office: CAD; RMS; Axon Evidence; Axon LPR; Jail Management System (JMS); and Flock ALPR
• San Mateo County District Attorney’s Office: CAD; RMS; Axon Evidence; and Axon LPR • Brisbane Police Department: CAD; RMS; Axon Evidence; and Axon LPR • Broadmoor Police Department: CAD; RMS; Axon Evidence; and Axon LPR For LPR data, this scope of work supports 30-day retention of detections and up to 20M annual detections per Participating Agency. For San Mateo County Sheriff's Office, this scope of work supports 30-day retention of detections and up to 100M LPR reads annually.

Peregrine is providing these capabilities under a firm-fixed-price license that includes all support, training, and cloud hosting services needed to achieve the project objectives. Additionally, this scope of work allows for an unlimited number of users from Participating Agencies to access and utilize Peregrine.

The platform performs several critical functions including data integration, search and information retrieval, advanced analytics, data management, reporting, data exchange and sharing, access control, audit logging, and security.

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The Peregrine platform provides an efficient method for turning large amounts of raw data into actionable information. Peregrine does not provide nor create new data for its customers—our platform integrates existing data and makes it available to end users in a decision-ready state.

DATA INTEGRATION & MODELING
The Participating Agency has volumes of valuable data, but that value cannot be unlocked because data is scattered across separate systems, siloed in ways that prevent it from being understood and analyzed together. The Peregrine platform is built to rapidly integrate, clean, transform, and model large amounts of raw data from disparate systems and continuously surface actionable information while reducing manual processing needs.

Peregrine Unlocks Data Sources by Integrating Them into a Single, Secure Platform

The platform securely integrates data in near-real time to ensure that users have the most current and reliable information when and where they need it. As data flows into the platform, granular security controls, retention policies, and changes from underlying systems are continuously monitored and applied.

As soon as data enters the platform, it is mapped to an agency-specific data model that is molded to the unique operations of the Participating Agenc. This data model provides a dynamic representation of all data – entities, locations, events, and the links between them. Harmonizing multi-source data into one data model allows users to smoothly analyze data without requiring a technical understanding of the underlying source systems themselves.

The data model is a dynamic layer of the Peregrine platform, one that can evolve and adapt in response to changes in the Participating Agency’s underlying data systems, even as those systems are upgraded or swapped out.

SEARCH & INFORMATION RETRIEVAL

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Once data is integrated into the Peregrine platform, it is immediately accessible through front-end applications. Personnel can easily search for data and filter based on criteria relevant for their investigations, analysis, or other workflow. The Peregrine platform is intuitive to use, allowing personnel of varying technical abilities, skillsets, and functions to surface information that is relevant to them and streamline their unique search workflows.

The platform is designed to be walk-up usable; new users of the platform can immediately surface, analyze, and action data by navigating the platform’s intuitive user interface and applications. These users have multiple ways to surface and view relevant information, allowing them flexibility to approach questions and decisions in ways that best suit them.

These features mean that users arrive at answers more quickly and with greater accuracy, saving time and effort.

EXPLORATION, VISUALIZATION, & REPORTING TOOLS
The Peregrine platform provides a powerful suite of tools for the exploration, visualization, and reporting of data. These tools enable personnel to create dynamic data products and reports—such as interactive maps, network graphs, and dashboards—that automatically update as new data flows into the platform. Personnel can smoothly move data between analytical tools, viewing the same data in different modalities without having to log into different systems or applications.

The following subsections provide more information regarding these analysis tools.

Geospatial Analysis Tool. To better understand geographical assets, events, and trends, the Peregrine platform includes an interactive Map application. The Map allows users to conduct visually intuitive geographical analysis on all agency data, both historical and in real-time. Users can surface trends, make connections, filter to areas of interest, drill into specific events, particular time periods, and add new layers of relevance on top as needed.

The Map is designed for next-generation geographic contextual and situational awareness, allowing users to explore and answer specific questions with the most relevant data. The Map is intuitive for all personnel whether they are consuming pre-built analyses, conducting ad-hoc searches, or creating complex geospatial products from scratch.

Link Chart Analysis Tool. The platform’s Link Chart aids in the discovery and visualization of connections between otherwise disconnected data. The Link Chart allows users to discover links between people, places, entities, and events across one or multiple degrees of separation. Peregrine’s platform also automatically extracts links from both structured and unstructured data to illuminate connections between people, places, events, documents, and media data without requiring manual processing. For example, an address written in narrative form within a scanned document can be automatically linked to a person living at that address or to a vehicle registered there.

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Reports & Dashboards. The platform’s report and dashboard applications provide configurable, real-time executive summaries to inform situational awareness, statistical analysis, and decision making. Reports and dashboards are configurable to meet the unique needs and visual preferences of individual users. All reports and dashboards are directly connected to real-time data feeds, empowering users to drill down from high- level summary information to the most granular context with a single click. Once a user creates a dashboard, they can continue to use it indefinitely—and share it as needed.

Temporal Analysis Tool. By centralizing data—and all associated metadata—from data systems, users can understand and surface trends over time. Through an intuitive interface, users can analyze how, e.g., calls for service or types of incidents vary by day of week and time of day. Peregrine supports robust search and query capabilities at the day of week and hour of day level, enabling users to conduct analysis over specific units, in specific shifts, at specific locations. As a result, organization can make more informed, data-backed resourcing decisions to more effectively meet mission outcomes.

Real-Time Alerting. With all data centrally located, users can receive real-time notification on new data from any source system. The Peregrine platform’s alerting technology can notify specific users if a pre-defined data entity was added or removed, viewed, downloaded, renamed, or shared. This includes geo-fenced areas or user-defined polygons. For instance, if a neighborhood is experiencing a trend in a type of crime, a Peregrine user can create an alert through the platform’s “follow” feature. If another similar crime occurs in the defined area, a real-time notification will be sent to all users following this alert via email, SMS, or both.

Mobile Application.

The Peregrine Mobile application has many of the same capabilities as our web-based platform and includes the ability to: search across siloed data systems; rapidly visualize and analyze data with a variety of analytical tools (maps, tables, etc.), and send information between personnel and teams, and configure custom alerts. Peregrine’s Mobile application is protected through two-factor authentication, including biometric authentication, and all data in the application is fully secured and encrypted to ensure CJIS compliance. This Mobile application is available on both iOS and Android devices.

Permission-based Collaboration & Sharing
The Peregrine platform provides features for secure collaboration and sharing that will enable the Participating Agency to build deeper, trusting partnerships with local and regional stakeholders, including with County of San Mateo leadership and the broader community. The platform’s granular access and usage control capabilities prevent unauthorized or inappropriate use or sharing of sensitive data while allowing agencies and departments to share information with their partners in a deliberate, precise, and auditable manner.

Collaboration in the Peregrine platform extends beyond simple data sharing; it also allows for multiple users to work within the same application at the same time across multiple devices and locations. The platform’s collaboration features compound the value of users’ work by dynamically connecting them in real time with other users who are working with or interested in the same data. In this way, the Peregrine platform generates opportunities for users to improve the quality and speed of their answers by connecting them to users who are asking the same question.

Peregrine’s collaboration features will allow Participating Agency users to share information available in Peregrine with authorized external users (e.g., other neighboring law enforcement agencies) even if those users’ organizations do not have their own Peregrine software licenses.

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Implementation and Delivery Methodology
Peregrine engages with our customer via fixed-price, annual licenses. A Customer’s license includes all needed implementation and delivery support to achieve project objectives.

Implementation team. Peregrine implementation teams consist of software engineering, product development, human-centered design, user engagement, and training experts. The Peregrine implementation team will provide the Customer continuous support and collaborate closely with the Customer to provide use case development, data modeling, data integration, training curriculums, use case / workflow development, and continuous support.

This team is committed to ensure that the Peregrine platform is quickly deployed, securely configured, and adopted for its intended purpose.

Solution Timeline & Implementation Model. Each Peregrine platform implementation consists of four steps to maximize success and impact at the outset of our partnership. These steps typically enable implementation and use within 90 days.*
Milestone Delivery Deliverable
1 – Kickoff and Scoping Week 2

1. Determine priority order of data integrations and user groups

2. Facilitate Peregrine team access to data sources and initial users

3. Set up project team and steering committee
2 – Data Integration,
Data Modeling, and User
Discovery
Month 1

1. Deploy the Peregrine platform

2. Ingest, integrate, transform, model, and validate data sources

3. Configure permission controls

4. Introduce platform to the first set of users

5. Conduct 45-day steering committee review
3 – Real-time Workflows
and Analytics Month 2 1. Initiate user training

2. Develop and implement user and team-specific workflows 4 – Operationalization
and Next Steps Month 3

1. Continue collecting feedback and improve user workflows

2. Validate work based on actionable results

3. Identify next steps

4. Conduct 90-day steering committee review (quarterly thereafter) * Integration timelines provided are from date of access to relevant networks and data sources.

Peregrine’s implementation team will work with Participating Agency to get access to appropriate networks and data sources in a timely manner and requires support from the Customer to facilitate such access.

Required Assistance from Customer IT. Under this scope of work, Peregrine will be integrating sources of information that are hosted on premises within Participating Agency’s network and sources that are third-party, cloud hosted systems. Peregrine requests the following support from Participating Agency’s IT. The methods outlined below are Peregrine’s preferred methods of connecting to relevant networks and systems. Should any of those methods be unavailable, Peregrine will work with Participating Agency’s IT to determine the most efficient and effective methods to allow for data access.

• Enable access to Participating Agency’s network by, among other things, enabling an IPSec tunnel that enables Peregrine’s access to necessary systems hosted within Participating Agency’s network; • enable access to Participating Agency’s identity and access management (IDAM) solution in order to enable synchronization with Participating Agency’s login credentials;

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• provide read-only accounts to all in-scope Participating Agency-managed and hosted systems (e.g., RMS, CAD)
• provide or facilitate the provision to accounts to all in-scope third-party managed and hosted systems (e.g., Evidence.com, Flock)
Support Methodology
Peregrine provides ongoing support to the Customer on a 24x7x365 basis as part of the annual term license.

The Peregrine platform includes an integrated support feature by which users can file support issues or ask questions. Additionally, self-help user guides are available in the Peregrine Knowledge Base, designed to answer frequently asked questions and provide walk through guides of common workflows.

System Availability
During any calendar month, the Peregrine system shall be available to users no less than 99.9% of the time on a 24x7 basis, excluding scheduled maintenance of the system, provided that Peregrine is not responsible for any downtime of the applications or software caused by third party data services (e.g., RMS databases).

Peregrine shall provide prompt notification as soon as it becomes aware of any actual or potential unscheduled downtime of the system, as well as periodic updates during the unscheduled downtime regarding Peregrine’s progress in remedying the unavailability and the estimated time at which the system shall be available.

Issue Response and Resolution
Severity Level Level of Effort Initial Response Work Around Targeted Time to Permanent Fix
Status Updates
1 Continuous best
efforts, 24/7
Immediate, but in
no event to exceed
30 minutes
8 hours 3 calendar days Every 2 hours prior
to work around and
every calendar day
until permanent
correction
2 Commercially
reasonable efforts,
24/7
1 hour 24 hours 5 calendar days Every 6 hours prior
to work around and
every calendar day
until permanent
correction
3 Commercially
reasonable efforts,
during normal
business hours
1 business day 10 business days 20 business days Every 2 business days prior to work
around and every
calendar day until
permanent
correction

• “Severity level 1 error” means any system error that, for fifty percent (50%) or more of Participating Agency’s users, renders the system or any material portion of the system inoperative, or materially impairs use of the system in a production environment.
• “Severity level 2 error” means any system error that, for fifty percent (50%) or more of Participating Agency’s users, substantially impairs use of one or more features or functions of the system.

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• “Severity level 3 error” means any system error that, for fifty percent (50%) or more of Participating Agency’s users, has a minimal impact on the performance or operation of the system.

6.4 Attachment 3 - San Mateo County Peregrine Technologies Agreement

EXHIBIT [B]: PAYMENTS AND RATES
Peregrine Services
Effective Date: January 31, 2026
Initial Term: From the Effective Date through July 31, 2027(“Initial Term”).

Service Fee: The following fee schedule is available to the County of San Mateo (“County”) if Order Form is signed on or before January 31, 2026 . Unless otherwise terminated as set forth in the Terms and Conditions, County shall pay Peregrine a service fee of $1,414,500 annually for the Term as follows:
a. Initial Term (January 31, 2026 through July 31, 2027): $1,414,500 within 30 days of the Effective Date

The County has the option to continue use of the Service for up to two (2) optional annual terms as follows:
b. Option Year 1 (August 1, 2027 through July 31, 2028): $971,290 within 30 days of July 31, 2027 c. Option Year 2 (August 1, 2028 through July 31, 2029): $1,000,428 within 30 days of July 31, 2028

The Participating Agency pricing set forth below reflects annualized twelve (12) -month reference pricing and is provided solely to illustrate the allocation of the eighteen (18)-month Initial Term Service Fee across Participating Agencies. The total Servic e Fee for the Initial Term is $1,414,500, which represents eighteen (18) months of Services and governs the County’s payment obligation. The Participating Agency pricing does not represent separate or additive fees and is not intended to reflect eighteen (18)-month pricing at the agency level.

Participating Agency Annualized Reference Pricing (12-Month Basis) for the Initial Term:

San Mateo Police Department: $94,600
South San Francisco Police Department: $64,400
Daly City Police Department: $91,6330
San Bruno Police Department: $43,600
Pacifica Police Department: $36,800
Redwood City Police Department: $72,100
Hillsborough Police Department: $33,700
Foster City Police Department: $38,900
Menlo Park Police Department: $42,100
Atherton Police Department: $30,300
Burlingame Police Department: $38,900
Belmont Police Department: $34,600
East Palo Alto Police Department: $37,200
Colma Police Department: $28,400
San Mateo County Sheriff’s Office: $160,700

6.4 Attachment 3 - San Mateo County Peregrine Technologies Agreement

89 January 15, 2026
1 Proprietary and Confidential
San Mateo County District Attorney’s Office: $32,000
Brisbane Police Department: $28,800
Broadmoor Police Department: $26,100

The pricing set forth in this Exhibit B reflects the annualized pricing applicable to each Participating Agency identified herein for the Initial Term . After the Initial Term, prices shall escalate at a rate of 3% annually. Such pricing shall apply regardless of whether Participating Agencies continue collectively or individually and shall not be impacted by any Participating Agency’s decision to opt out following the Initial Term. During the Initial Term, the County shall administer payment on behalf of itself and the Participating Agencies.

Additional Data Source Pricing
In addition to the data source integrations described in Exhibit A (Services), Participating Agencies may purchase additional data source integrations during the Term.

Pricing for any such additional data source integration shall not exceed Thirty -Five Thousand Dollars ($35,000) per data source.

Any additional data source integrations purchased pursuant to this Section shall be subject to the same pricing structure and payment administration provisions set forth in this Exhibit B.

Users: The County may allow an unlimited number of employees of the Participating Agencies as identified in Exhibit A to access and use the Service during the applicable contract term; provided that, if a Participating Agency elects to opt out, employees of that Participating Agency shall no longer be authorized to access or use the Service.

Onboarding and Training Services: Peregrine will provide the County with an introductory training session that provides an overview of the Service, background on accessible data sources as of the Effective Date and an introduction to the analytic capabilities of the Service. Training is delivered during implementation through cross- functional workshops, periodic table-top exercises, and role-based sessions tailored to user needs. Upon kickoff, Peregrine will work with the County to determine the appropriate training approach and format.

Peregrine will provide additional training, including refresher sessions and advanced training modules, from time to time upon mutual agreement of the parties. Training may be conducted virtually or in person, as agreed.

Ongoing training is available upon request and through self-help resources. The County will not be charged for training or trainer travel related to initial onboarding and training.

Professional Services: The initial County Data sources and systems that Peregrine will integrate with the Service for the County are listed in Exhibit A.

The County is responsible for any third-party API or data access fees.

Any additional data integrations or new functionality shall be subject to mutual written agreement of the parties, including with respect to fees. All additional data integration services or new functionality and corresponding fees will be set forth in a statement of work.

6.4 Attachment 3 - San Mateo County Peregrine Technologies Agreement

EXHIBIT [B]: PAYMENTS AND RATES
Peregrine Services
Effective Date: January 31, 2026
Initial Term: From the Effective Date through July 31, 2027(“Initial Term”).

Participating Agency Annualized Reference Pricing (12-Month Basis) for the Initial Term:

6.4 Attachment 4 - Exhibit B- Peregrine Payments and Rates

91 January 15, 2026
1 Proprietary and Confidential
San Mateo County District Attorney’s Office: $32,000
Brisbane Police Department: $28,800
Broadmoor Police Department: $26,100

Additional Data Source Pricing
In addition to the data source integrations described in Exhibit A (Services), Participating Agencies may purchase additional data source integrations during the Term.

Pricing for any such additional data source integration shall not exceed Thirty -Five Thousand Dollars ($35,000) per data source.

Any additional data source integrations purchased pursuant to this Section shall be subject to the same pricing structure and payment administration provisions set forth in this Exhibit B.

Ongoing training is available upon request and through self-help resources. The County will not be charged for training or trainer travel related to initial onboarding and training.

Professional Services: The initial County Data sources and systems that Peregrine will integrate with the Service for the County are listed in Exhibit A.

The County is responsible for any third-party API or data access fees.

6.4 Attachment 4 - Exhibit B- Peregrine Payments and Rates

92 1
1 4
5 DATE: April 6, 2026

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

FROM: Andrew Brozyna, Public Works Director
Michael Miller, Fleet Supervisor
DEPARTMENT: Public Works
SUBJECT: AUTHORIZING A CHANGE TO THE PREVIOUSLY

APPROVED APPROPRIATION FROM THE VEHICLE
MAINTENANCE FUND (501) TO ACCOUNT NO. 501-0560-
431-4384, INCREASING THE AMOUNT FROM $84,687 TO
$88,456 ($3,769 INCREASE), AND AMMENDING THE
AWARD FOR THE 2026 FORD EXPEDITION MAX ACTIVE
4WD BY CHANGING THE VENDOR FROM TOWNE FORD

TO SERRAMONTE FORD AND CORRECTING THE BID
AMOUNT FROM $69,225 TO $72,994

RECOMMENDATION
It is recommended that the City Council approve the attached resolution to (1) authorize a change to the previously approved appropriation from the Vehicle Replacement Fund (501) to Account No. 501-0560-431-4384, increasing the amount from $84,687 to $88,456 ($3,769 increase), and (2) amend the award for the 2026 Ford Expedition Max Active 4WD by changing the vendor from Towne Ford to Serramonte Ford and correcting the bid amount from $69,225 to $72,994 consistent with the lowest responsive and responsible bidder. The purchase is exempt from review under the California Environmental Quality Act (CEQA) 15061(b)(3) Common Sense Exemption because it can be seen with certainty that there is no possibility that this action may have a significant effect on the environment.

EXECUTIVE SUMMARY

6.5 Staff Report

93 1
1 4
5 At the February 17, 2026 City Council meeting, the City Council approved the purchase of thirteen (13) vehicles from the respective lowest responsive and responsible bidders. Following Council approval, Towne Ford notified staff that they were unable to supply the 2026 Ford Expedition Max Active 4WD at the submitted bid price and could not honor the original bid.

Towne Ford withdrew their bid. The next lowest responsive and responsible bidder is Serramonte Ford, in the amount of $72,994, replacing Towne Ford at $69,225. This update increases the purchase price by $3,769 and increases the previously approved February 17th, 2026 appropriation of $87,179 which was amended on March 2, 2026 to $84,687 from the Vehicle Replacement Fund (501) to Account No. 501-0560-431-4384 from $84,687 to $88,456.

BACKGROUND/ANALYSIS
At the February 17, 2026 City Council meeting, the City Council approved the purchase of thirteen (13) vehicles from the respective lowest responsible bidders. The purchase and associated equipment installation costs exceeded the budgeted amount for the thirteen (13) vehicles; therefore, an appropriation from the Vehicle Replacement Fund (501) to Account No. 501-0560-431-4384 in the amount of $87,179 was necessary to complete the purchase.

Following Council approval on February 17, 2026, staff determined that the lowest responsible bidder for one of the vehicles, the Explorer ST (White), was incorrectly identified as Towne Ford with a bid amount of $58,233. The correct lowest responsible bidder was Serramonte Ford in the amount of $55,741. On March 2, 2026 Council approved an amendment to the appropriation from the Vehicle Replacement Fund (501) to Account No. 501-0560-431-4384 from $87,179 to $84,687. All other vehicle awards approved on February 17, 2026 remained unchanged.

Following Council approval staff authorized the purchase of the thirteen (13) vehicles. One of the approved vehicles, a 2026 Ford Expedition Max Active 4WD designated for Police Department use was competitively bid and awarded to Towne Ford as the lowest responsible bidder at $69,225. Following award of the bid Towne Ford notified staff that they were unable to supply the 2026 Ford Expedition Max Active 4WD at the submitted bid price and could not honor the original bid. Since the vendor is unable to honor the awarded bid amount, the bid can be awarded to the next lowest responsive and responsible bidder, Serramonte Ford in the amount of $72,994. This amount is greater than Towne Ford’s bid of $69,225 which Council had previously authorized. Staff is therefore requesting Council approval to change the award to Serramonte Ford. This change increases the purchase price by $3,769 and correspondingly increases the required appropriation from the Vehicle Replacement Fund (501) to Account No. 501-0560-431-4384 from $84,687 to $88,456. All other vehicle awards approved on February 17, 2026 and March 2, 2026 remain unchanged.

CEQA
The purchase is exempt from review under the California Environmental Quality Act (CEQA) 15061(b)(3) Common Sense Exemption because it can be seen with certainty that there is no possibility that this action may have a significant effect on the environment.

6.5 Staff Report

94 1
1 4
5 FISCAL IMPACT
The fiscal impact of the award of the purchase of the 2026 Ford Expedition Max Active 4WD to the next lowest responsive and responsible bidder, Serramonte Ford is an increase of $3,769 to the appropriation from the Vehicle Replacement Fund (501) to Account No. 501- 0560-431-4384, increasing the amount from $84,687 to $88,456.

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

ATTACHMENTS
Attachment 1 – Resolution
Attachment 2 – Quote for 2026 Expedition Max Active 4WD Serramonte Ford Attachment 3 – Original quote for 2026 Expedition Max Active Towne Ford Attachment 4 – Email from Towne Ford, bid withdrawn

6.5 Staff Report

95 4
4 5
2 RESOLUTION NO.____________

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

AUTHORIZING A CHANGE TO THE PREVIOUSLY APPROVED APPROPRIATION FROM THE VEHICLE REPLACEMENT FUND (501) TO ACCOUNT NO. 501-0560-431- 4384, INCREASING THE AMOUNT FROM $84,687 TO $88,456 ($3,769 INCREASE); AMENDING THE AWARD FOR THE FORD EXPEDITION MAX ACTIVE 4 WD VEHICLE

BY CHANGING THE VENDOR FROM TOWNE FORD TO SERRAMONTE FORD AND CORRECTING THE BID AMOUNT FROM $69,225 TO $72,994; AND FINDING THE

PURCHASE EXEMPT FROM REVIEW UNDER THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) 15061(B)(3)

CITY OF FOSTER CITY
WHEREAS, At the February 17, 2026 City Council meeting, the City Council approved the purchase of thirteen (13) vehicles from the respective lowest responsible bidders; and
WHEREAS, the purchase and associated equipment installation costs exceeded the budgeted amount for the thirteen (13) vehicles; therefore, an appropriation from the Vehicle Replacement Fund (501) to Account No. 501-0560-431-4384 in the amount of $87,179 was necessary to complete the purchase; and
WHEREAS, On March 2, 2026 Council approved a reduction to the appropriation from the Vehicle Replacement Fund (501) to Account No. 501-0560-431-4384 from $87,179 to $84,687, correcting the lowest bidder and the bid amount for one of the vehicles; and
WHEREAS, one of the bidders awarded the purchase, Towne Ford, withdrew their bid for the Ford Expedition Max Active 4WD in the amount of $69,225, and WHEREAS, the next lowest responsive and responsible bidder is Serramonte Ford in the amount of $72,994; and
WHEREAS, this change increases the purchase price by $3,769 and, therefore, increases the required appropriation from the Vehicle Replacement Fund (501) to Account No. 501-0560-431-4384 from $84,687 to $88,456 (a $3,769 increase); and WHEREAS, All other vehicle awards approved on February 17, 2026 remain unchanged.

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

1. Authorize a change to the previously approved appropriation from the Vehicle Replacement Fund (501) to Account No. 501-0560-431-4384, increasing the amount from $84,687 to $88,456 ($3,769 increase);

6.5 Attachment 1 - Resolution

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2 2. Authorize a change to the award for the Ford Expedition Max Active 4WD by changing correcting the bid amount from $69,225 to $72,994, consistent with the lowest responsible bidder; and

3. Find that the purchase is exempt from review under the California Environmental Quality Act (CEQA) 15061(b)(3) Common Sense Exemption because it can be seen with certainty that there is no possibility that this action may have a significant effect on the environment.

PASSED AND ADOPTED as a resolution of the City Council of the City of Foster City at the regular meeting held on the 6th day of April, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ART KIESEL, MAYOR
ATTEST:

PRISCILLA SCHAUS, CITY CLERK

6.5 Attachment 1 - Resolution

97 6.5
Attachment 2 - Quote for 2026 Expedition Max Active 4 WD Serramonte Ford

98 6.5
Attachment 2 - Quote for 2026 Expedition Max Active 4 WD Serramonte Ford

99 6.5
Attachment 2 - Quote for 2026 Expedition Max Active 4 WD Serramonte Ford

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6.5 Attachment 2 - Quote for 2026 Expedition Max Active 4 WD Serramonte Ford

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6.5 Attachment 2 - Quote for 2026 Expedition Max Active 4 WD Serramonte Ford

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Government

6.5 Attachment 3 - Original Quote for 2026 Expedition Max Active Towne Ford

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6.5 Attachment 3 - Original Quote for 2026 Expedition Max Active Towne Ford

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6.5 Attachment 3 - Original Quote for 2026 Expedition Max Active Towne Ford

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6.5 Attachment 3 - Original Quote for 2026 Expedition Max Active Towne Ford

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6.5 Attachment 3 - Original Quote for 2026 Expedition Max Active Towne Ford

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6.5 Attachment 3 - Original Quote for 2026 Expedition Max Active Towne Ford

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6.5 Attachment 3 - Original Quote for 2026 Expedition Max Active Towne Ford

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6.5 Attachment 3 - Original Quote for 2026 Expedition Max Active Towne Ford

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6.5 Attachment 3 - Original Quote for 2026 Expedition Max Active Towne Ford

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6.5 Attachment 3 - Original Quote for 2026 Expedition Max Active Towne Ford

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6.5 Attachment 4 - Email from Towne Ford bid withdrawn

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6.5 Attachment 4 - Email from Towne Ford bid withdrawn

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6.5 Attachment 4 - Email from Towne Ford bid withdrawn

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DATE: April 6, 2026

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

VIA: Stefan Chatwin, City/District Manager

FROM: Nate Cruz, Finance Director

SUBJECT: $15 MILLION ADDITIONAL DISCRETIONARY PAYMENT TO CALPERS

RECOMMENDATION
It is recommended that the City Council/EMID Board of Directors approve the supplemental appropriation of $15,000,000 to fund an Additional Discretionary Payment to CalPERS, including (a) $13,844,250 from the General Fund Reserve, (b) $515,250 from the Water Enterprise Fund Balance, and (c) $640,500 from the Wastewater Enterprise Fund Balance.

EXECUTIVE SUMMARY
At the February 10, 2026 City Council Retreat, staff reported on the current pension liability (technically referred to by CalPERS as the Unfunded Accrued Liability, or “UAL”) of $101.0 million and recommended making a $20.0 million payment to reduce that UAL as well as the CalPERS required annual payments to reduce UAL. At the March 16, 2026 Council meeting, Council directed staff to reduce the total payment to $15.0 million, recalculate the allocation to the enterprises, and return for approval. The payment will reduce future UAL payments by $26.6 million over the next 18 years, resulting in net savings of $11.6 million.

BACKGROUND & ANALYSIS
On May 17, 2021, subsequent to a recommendation by the Pension Liability Committee, the Council approved an Additional Discretionary Payment to CalPERS of $7.5 million in order to reduce the City’s UAL and associated annual payments. At the time of the payment, the UAL

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was $81.1 million. Due primarily to major portfolio losses in 2022, and despite the $7.5 million additional payment, the City’s UAL was most recently valued at $101.0 million.

Although CalPERS requires annual payments that are intended to reduce the UAL over time, those required payments are based on a number of assumptions regarding retirement age, mortality, and investment performance over long time periods. Variances between assumptions and actuals have historically increased the UAL and the associated annual payments such that the annual payments in FY 2025-26 totaled $9.8 million.

The proposed $15 million Additional Discretionary Payment will directly reduce our overall UAL, and result in reductions in the required annual payments by $26.6 million over the next 18 years1.

FISCAL IMPACT
The fiscal impact of the proposed supplemental appropriation and Additional Discretionary Payment is $15,000,000 in FY 2025-26, funded by supplemental appropriation of (a) $13,844,250 from the General Fund Reserve, (b) $515,250 from the Water Enterprise Fund Balance, and (c) $640,500 from the Wastewater Enterprise Fund Balance. These funds had a balance as of July 1, 2025 of $71.3 million, $12.3 million, and $29.5 million, respectively. The payment will reduce future UAL payments by $26.6 million over the next 18 years, resulting in net savings of $11.6 million.

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

ATTACHMENTS
Attachment 1 - City Resolution
Attachment 2 - EMID Resolution
1 Savings begin in FY 2026-27 at $0.9 million, then increase to $1.2 million in FY 2027-28, and stabilize at $1.5 million per year for FY 2028-29 through FY 2043-44.

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RESOLUTION NO. _____________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FOSTER CITY APPROVING A SUPPLEMENTAL APPROPRIATION OF $13,844,250 FOR AN

ADDITIONAL DISCRETIONARY PAYMENT TO CALPERS FOR THE PARTIAL PAYDOWN OF THE CITY’S UNFUNDED ACCRUED LIABILITY

CITY OF FOSTER CITY
WHEREAS, the City has a CalPERS Unfunded Accrued Liability (UAL) of approximately $101.0 million and a 70.1% pension funded percentage as of the June 30, 2024 valuation date; and
WHEREAS, the City Council desires to reduce its CalPERS UAL by $15,000,000 by making an additional discretionary payment to improve its pension funded percentage; and
WHEREAS, $1,155,750 of that $15,000,000 payment is allocable to the Water and Wastewater Enterprises, leaving $13,844,250 to be funded from the General Fund Reserve.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Foster City authorize a supplemental appropriation of $13,844,250 from the General Fund Reserve for the Additional Discretionary Payment of up to $15,000,000 to CalPERS.

PASSED AND ADOPTED as a resolution of the City Council of the City of Foster City at the regular meeting held on the 6th day of April, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
__________________________

ART KIESEL, MAYOR
ATTEST:
______________________________

PRISCILLA SCHAUS, CITY CLERK

6.6 Attachment 1 - City Resolution

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RESOLUTION NO. _____________

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ESTERO MUNICIPAL

IMPROVEMENT DISTRICT APPROVING A SUPPLEMENTAL APPROPRIATION TOTALLING $1,155,750 FOR AN ADDIITONAL DISCRETIONARY PAYMENT TO CALPERS FOR THE PARITAL PAYDOWN OF THE DISTRICT’S UNFUNDED ACCRUED

LIABILITY

ESTERO MUNICIPAL IMPROVEMENT DISTRICT
WHEREAS, the City of Foster City has a CalPERS Unfunded Accrued Liability (UAL) of approximately $101.0 million and 70.1% pension funded percentage as of the June 30, 2024 valuation date; and
WHEREAS, the City Council desires to reduce its CalPERS UAL by $15.0 million by making an Additional Discretionary Payment to improve its pension funded percentage; and WHEREAS, using the percentages which apply the annually recurring pension costs allocated to the Water and Wastewater Enterprises, the respective allocations of the $15.0 million payment are $515,250 and $640,500.

NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of the Estero Municipal Improvement District authorizes an appropriation of (a) $515,250 from the Water Enterprise Fund and (b) $640,500 from the Wastewater Enterprise Fund for an Additional Discretionary Payment to CalPERS.

PASSED AND ADOPTED as a resolution of the Board of Directors of the Estero Municipal Improvement District at the Regular Meeting held on the 6th day of April, 2026 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
________________________________________

ART KIESEL, PRESIDENT
ATTEST:
_______________________________________

PRISCILLA SCHAUS, DISTRICT SECRETARY

6.6 Attachment 2 - EMID Resolution

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DATE: April 6, 2026

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

FROM: Nate Cruz, Finance Director
Waqas Hassan, Assistant Finance Director
DEPARTMENT: Finance
SUBJECT: TWO-YEAR EXTENSION WITH BADAWI & ASSOCIATES FOR

INDEPENDENT AUDIT SERVICES FOR FISCAL YEAR (FY)
2025-26 AND FY 2026-27 FINANCIAL STATEMENT AUDITS AND
ASSOCIATED SERVICES FOR A TOTAL OF $52,930 PER YEAR

RECOMMENDATION
It is recommended that the City Council/EMID Board of Directors adopt the attached resolutions approving the extension to the agreement for professional services for independent audit services with Badawi & Associates (Auditor) for fiscal year (FY) 2025- 26 and FY 2026-27 financial statement audits and associated services for a total of $52,930 per year, including optional services, if required.

EXECUTIVE SUMMARY
On April 3, 2023 the City Council/EMID Board of Directors awarded a contract for audit services to Badawi & Associates for fiscal years 2022-23, 2023-24, and 2024-25; with an option to extend the services for fiscal years 2025-26 and 2026-27. Since that award, Auditor has provided high quality work, and the City continues to win the Government Finance Officers Association (GFOA) Excellence in Financial Reporting Award.

Therefore, based on the reasonable price paid for said services, staff satisfaction, and for the continuity of professional services, staff recommends that the existing agreement be extended for an additional two years for FY 2025-26 and FY 2026-27 audits.

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BACKGROUND/ANALYSIS
The City/District is required to have its Annual Comprehensive Financial Report (ACFR) audited annually. The City/District is also required to have an independent auditor verify the City’s compliance with Measure A and Measure W sales tax funds as well as the accuracy of the GAAN Appropriations limit on an annual basis. In addition, the City has the option to have the independent auditor perform a directed study on financial related matters as approved by the City Council.

In the spring of 2023, subsequent to a competitive bidding process where five proposals were received and ranked, the City Council adopted a resolution approving the appointment of Badawi & Associates to be the independent auditors of the City/District for the three fiscal years ending June 30, 2023, 2024 and 2025, with an option of two additional fiscal years ending June 30, 2026 and 2027.

The annual cost of the Auditors’ audit services under the original contract and the proposed extension are shown in the table below.

Original Contract Proposed Extension
Fiscal Year 2022-23 2023-24 2024-25 2025-26 2026-27
Annual Cost $49,890 $51,425 $52,930 $52,930 $52,930
City staff have been satisfied with the Auditors’ services and recommends that the agreement with Badawi & Associates be extended for an additional two-years term.

CALIFORNIA ENVIRONMENTAL QUALITY ACT
Not Applicable

FISCAL IMPACT
The cost of proposed contract extension is $52,930 per year for FY 2025-26 and FY 2026-27, including optional services (such as reports needed for the State Controller, Single Audit, or as needed studies, if required). These costs were assumed in the current FY 2025-26 budget and will be incorporated in the proposed FY 2026-27 and FY 2027-28 budget.

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

Attachment 1 – City Resolution

6.7 Staff Report

121

Attachment 2 – EMID Resolution
Attachment 3 – Agreement for Contract Extension
Attachment 4 – Original Agreement with Badawi & Associates, April 3, 2023

6.7 Staff Report

122

4 4
6 9
RESOLUTION NO. _____________

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

AUTHORIZING THE TWO-YEAR EXTENSION OF THE EXISTING AGREEMENT FOR

PROFESSIONAL SERVICES (AUDIT/ACCOUNTING SERVICES) WITH BADAWI & ASSOCIATES FOR FY 2025-26 AND FY 2026-27 FINANCIAL STATEMENT AUDITS AND ASSOCIATED SERVICES FOR A TOTAL OF $52,930 PER YEAR, INCLUDING

OPTIONAL SERVICES, IF REQUIRED

CITY OF FOSTER CITY
WHEREAS, the City of Foster City is required to have its Annual Comprehensive Financial Report audited each fiscal year by an independent certified public accountant; and
WHEREAS, Badawi & Associates has provided said services to the City under an Agreement for Professional Services since April 3, 2023, and WHEREAS, the City desires to exercise its option to extend the Agreement for an additional two (2) years based upon satisfactory services provided by Badawi & Associates, and
WHEREAS, the fees to be charged to the City for the FY 2025-26 and FY 2026- 27 financial statement audits and associated services for a total of $52,930 per year, including optional services, if required.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Foster City does hereby approves the extension of the Agreement for Professional Services dated April 3, 2023 between the City and Badawi & Associates, for a period of two (2) years for the audit for FY 2025-26 and FY 2026-27.

PASSED AND ADOPTED as a resolution of the City Council of the City of Foster City at the regular meeting held on the 6th day of April, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ART KIESEL, MAYOR
ATTEST:

PRISCILLA SCHAUS, CITY CLERK

6.7 Attachment 1 - City Resolution

123

4 4
6 8
RESOLUTION NO. _____________

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ESTERO MUNICIPAL

IMPROVEMENT DISTRICT AUTHORIZING THE TWO-YEAR EXTENSION OF THE

EXISTING AGREEMENT FOR PROFESSIONAL SERVICES (AUDIT/ACCOUNTING SERVICES) WITH BADAWI & ASSOCIATES FOR FY 2025-26 AND FY 2026-27

FINANCIAL STATEMENT AUDITS AND ASSOCIATED SERVICES FOR A TOTAL OF $52,930 PER YEAR, INCLUDING OPTIONAL SERVICES, IF REQUIRED

ESTERO MUNICIPAL IMPROVEMENT DISTRICT
WHEREAS, the Estero Municipal Improvement District (District) is required to have its Annual Comprehensive Financial Report audited each fiscal year by an independent certified public accountant; and
WHEREAS, Badawi & Associates has provided said services to the District under an Agreement for Professional Services since April 3, 2023, and WHEREAS, the District desires to exercise its option to extend the Agreement for an additional two (2) years based upon satisfactory services provided by Badawi & Associates, and
WHEREAS, the fees to be charged to the District for the FY 2025-26 and FY 2026- 27 financial statement audits and associated services for a total of $52,930 per year, including optional services, if required.

NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of the Estero Municipal Improvement District approves the extension of the Agreement for Professional Services dated April 3, 2023 between the District and Badawi & Associates, for a period of two (2) years for the audit for FY 2025-26 and FY 2026-27.

PASSED AND ADOPTED as a resolution of the Board of Directors of the Estero Municipal Improvement District at the regular meeting held on the 6 th day of April, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ART KIESEL, PRESIDENT
ATTEST:

PRISCILLA SCHAUS, DISTRICT SECRETARY

6.7 Attachment 2 - EMID Resolution

124

CITY OF FOSTER CITY
CONTRACT EXTENSION – BADAWI & ASSOCIATES
DATE: April 6, 2026
REQUESTED BY: Badawi & Associates and City of Foster City Based on mutual agreement, Badawi & Associates and City of Foster City agree to extend the original Agreement dated April 3, 2023 (“Agreement”) pursuant to Section 2 of “Terms and Conditions” of the Agreement to extend the agreement for specified amounts, which are identified as follows:

ORIGINAL CONTRACT AMOUNT:

Original Contract
Fiscal Year 2022-23 2023-24 2024-25
Annual Cost $49,890 $51,425 $52,930
AMOUNT OF CONTRACT EXTENSION:

Proposed Extension
Fiscal Year 2025-26 2026-27
Annual Cost $52,930 $52,930
Work included in the contract extension: Same as the original scope of work as mentioned in Exhibit A to the Agreement, attached as Attachment 3

Except as specifically modified herein, all other terms and provisions in the Agreement shall remain unchanged.

Badawi & Associates have given careful consideration to the work proposed and hereby agree, if this proposal is approved, to provide all equipment, furnish all materials except as may otherwise be noted above, and to perform all services necessary for the work above specified, and to accept as full payment therefore the prices shown above.

SUBMITTED BY:

Nate Cruz DATE
Finance Director

6.7 Attachment 3 - Agreement for Contract Extension

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ACCEPTED BY:

Ahmed Badawi DATE
Badawi & Associates
APPROVED FOR CITY/DISTRICT:

ART KIESEL DATE

MAYOR / PRESIDENT
ATTEST:

BY:

PRISCILLA SCHAUS, CITY CLERK / DISTRICT SECRETARY
APPROVED AS TO FORM:

BY: ___________________________________
BENJAMIN L. STOCK, CITY/DISTRICT ATTORNEY

6.7 Attachment 3 - Agreement for Contract Extension

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1 PROFESSIONAL AUDITING SERVICES- BADAWI & ASSOCIATES

PROFESSIONAL SERVICES AGREEMENT
FOR

PROFESSIONAL AUDITING SERVICES

This Agreement is made and entered into as of the 3rd day of April, 2023 by and between the City of Foster City hereinafter called "CITY" and Badawi & Associates hereinafter called "AUDITOR".

RECITALS

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

WHEREAS, CITY desires to engage AUDITOR to provide professional services in the CITY;

WHEREAS, AUDITOR 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 AUDITOR 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 AUDITOR 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 for a period of three years (to perform audit services for fiscal years (FY) 2022-2023, FY 2023-2024 and FY 2024-2025) and shall expire upon completion of performance of audit services by AUDITOR described in Exhibit A , unless the City, in its sole discretion, decides to exercise its option to extend the term for a period of up to two additional years (to perform audit services for FY 2025-2026, FY 2026- 2027). . (b) Notwithstanding the provisions of (a) above, CITY may with or without cause, direct AUDITOR to suspend, delay or interrupt Services, in whole or in part, for such periods of time as CITY may determine in its sole DocuSign Envelope ID: 76D69910-788C-43F0-B716-46ACD6753D25

6.7 Attachment 4 - Original Agreement for Professional Services with Badawi & Associates, April 3, 2023

127

2 PROFESSIONAL AUDITING SERVICES- BADAWI & ASSOCIATES
discretion. (c) CITY may terminate performance of the Services under this Agreement in whole, or from time to time in part, for default, should AUDITOR 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 AUDITOR demanding such cure, in which case AUDITOR 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 AUDITOR 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.

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

3. Compensation; Expenses; Payment. CITY shall compensate AUDITOR for all services performed by AUDITOR hereunder in an amount based upon AUDITOR’s hourly rates during the time of the performance of said services.

A copy of AUDITOR’s hourly rates for which services hereunder shall be performed are set forth in AUDITOR’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 One Hundred Fifty-Four Thousand Two Hundred and Forty-Five dollars ($154,245) for FY 2022-2023, FY 2023-2024 and FY 2024-2025 in the following amounts: $49,890 for fiscal year 2022-23; $51,425 for fiscal year 2023-24; and $52,930 for fiscal year 2024-25. Invoices for amounts in excess of One Hundred Forty-Seven Thousand Three Hundred and Seventy-Five dollars ($154,245) 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. If the City Council decides to exercise its option to extend the term for a period of up to two additional years (FY 2025-2026, FY 2026- 2027) the compensation for FY 2025-2026 and FY 2026-2027 shall be for the “Optional Year” amounts set forth in Exhibit B for those years.

Compensation and reimbursement of costs and expenses hereunder shall be payable upon monthly billing therefor by AUDITOR 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 DocuSign Envelope ID: 76D69910-788C-43F0-B716-46ACD6753D25

6.7 Attachment 4 - Original Agreement for Professional Services with Badawi & Associates, April 3, 2023

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3 PROFESSIONAL AUDITING SERVICES- BADAWI & ASSOCIATES
Services required under this Agreement have been completed to the reasonable satisfaction of CITY including, without limitation, AUDITOR's transmittal of all deliverables to CITY required by EXHIBIT A.

CITY shall not incur any charges under this Agreement, nor shall any payments become due to AUDITOR 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 AUDITOR has partially completed one or more deliverables due during a payment period, and if AUDITOR 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 AUDITOR 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. AUDITOR shall keep and maintain accurate records of all time expended and costs and expenses incurred relating to services to be performed by AUDITOR hereunder. Said records shall be available to CITY for review and copying during regular business hours at AUDITOR’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 AUDITOR. AUDITOR represents that it has the necessary professional skills to perform the services required and the CITY shall rely on such skills of the AUDITOR to do and perform the work. In performing services hereunder AUDITOR shall adhere to the DocuSign Envelope ID: 76D69910-788C-43F0-B716-46ACD6753D25

6.7 Attachment 4 - Original Agreement for Professional Services with Badawi & Associates, April 3, 2023

129

4 PROFESSIONAL AUDITING SERVICES- BADAWI & ASSOCIATES
standards generally prevailing for the performance of expert consulting services similar to those to be performed by AUDITOR hereunder.

AUDITOR represents that it has reviewed Exhibit A and that in its professional judgment the Services to be performed under this Agreement can be performed for a fee within the maximum amount set forth in the Compensation Schedule established in Exhibit A and within the times specified for each individual Project.

AUDITOR 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 AUDITOR, 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 AUDITOR 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. Unless such documents are proprietary in nature, all documents, plans, drawings, renderings, and other papers, or copies thereof, as finally rendered, prepared by AUDITOR pursuant to the terms of this Agreement, shall, upon preparation and delivery to CITY, become the property of CITY.

9. Relationship of Parties. AUDITOR is an independent Contractor and does not act as City’s agent in any capacity, whatsoever. AUDITOR 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 AUDITOR’s provision of Services, not the means, methods, or scheduling of the AUDITOR’s work. AUDITOR shall be solely responsible for the means, methods, techniques, sequences and procedures with respect to its provision of Services under this Agreement. AUDITOR 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.

DocuSign Envelope ID: 76D69910-788C-43F0-B716-46ACD6753D25

6.7 Attachment 4 - Original Agreement for Professional Services with Badawi & Associates, April 3, 2023

130

5 PROFESSIONAL AUDITING SERVICES- BADAWI & ASSOCIATES

10. Schedule. AUDITOR 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 AUDITOR’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, AUDITOR’s officers or employees.

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

11. Indemnity. To the fullest extent allowed by law, AUDITOR 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 AUDITOR 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 AUDITOR, 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 AUDITOR shall meet and confer with other parties regarding unpaid defense costs. Such obligation to defend, hold harmless and indemnify the City shall not apply to the extent that such liability is caused by the sole negligence, active negligence or willful misconduct of the City.

The duty of AUDITOR 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 AUDITOR 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.

AUDITOR’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.

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

12. Insurance. Prior to execution of this Agreement, AUDITOR 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.

AUDITOR shall maintain all required insurance throughout the term of this Agreement and as otherwise provided in EXHIBIT C. In the event AUDITOR 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 AUDITOR under this Agreement (or AUDITOR shall promptly reimburse CITY for such expense).

AUDITOR 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 AUDITOR 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 AUDITOR.

13. WORKERS' COMPENSATION. AUDITOR 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 AUDITOR certifies that he will comply with such provisions before commencing the performance of the work of this agreement.

14. NON-DISCRIMINATION. The AUDITOR will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. The AUDITOR 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 AUDITOR 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 AUDITOR 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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15. Notice. All notices required by this Agreement shall be given to the CITY and AUDITOR 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: Edmund Suen, Finance Director
Phone: (650) 286-3265
E-mail: [email protected]

AUDITOR: Badawi & Associates
Attention: Ahmed Badawi, President
2855 Telegraph Avenue, Suite 312
Berkeley, CA 94705
Phone: (510)768-8244
E-mail: [email protected]

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

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

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

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

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

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21. Conflict of Interest. AUDITOR 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, AUDITOR represents to and agrees with CITY that AUDITOR 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) AUDITOR may presently have, or will have in the future, with respect to any other person or entity (including but not limited to potential suppliers, vendors, consultants, contractors, or regulatory agency) which may have an interest in the subject matter of the Services.

22. Liability of CITY.

Except as provided in Exhibit A, Services to be Provided by AUDITOR 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 AUDITOR, or by any of its employees, even though such equipment be furnished, rented or loaned to AUDITOR by CITY. The acceptance or use of such equipment by AUDITOR or any of its employees shall be construed to mean that AUDITOR 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 AUDITOR, 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 AUDITOR may have under this Agreement or any applicable law. All rights and remedies of CITY or AUDITOR, whether under this Agreement or other applicable law, shall be cumulative.

23. Waiver of Default. Waiver of any default by either party to this Agreement shall not be deemed to be waiver of any subsequent default. Waiver or DocuSign Envelope ID: 76D69910-788C-43F0-B716-46ACD6753D25

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breach of any provision of this Agreement shall not be deemed to be a waiver of any other or subsequent breach, and shall not be construed to be a modification of the terms of this Agreement unless this Agreement is modified as provided below.

24. Force Majeure. Except for defaults of subconsultants at any tier, AUDITOR 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 AUDITOR, including without limitation failure to reasonably mitigate any adverse impacts (Force Majeure). Force Majeure events include the following:

Acts of God, fires, floods, earthquake, other natural disasters, epidemics and pandemics (other than COVID-19 or variants), abnormal weather conditions beyond the parameters otherwise set forth in this Article, nuclear accidents, strikes, lockouts, freight embargos, interruptions in service by a regulated utility, or governmental statutes or regulations enacted or imposed after the fact (together, “force majeure events”).

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

25. Entire Agreement. This Agreement, including Exhibits A, B, C, 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
D
ated: _______________ ___________________________
Jon Froomin, Mayor
(for contracts $50,000 or more)
A
TTEST:

D
ated: _______________ ____________________________
Priscilla Schaus, City Clerk
APPR

OVED AS TO FORM
D
ated: _______________ ____________________________
Benjamin Stock, City Attorney
A
UDITOR
Dated: _______________ ___
__________________________
Ahmed Badawi, President,
Badawi & Associates
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EXHIBIT A

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

DELIVERABLES FOR

PROFESSIONAL AUDITING SERVICES

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CITY OF FOSTER CITY/

ESTERO MUNICIPAL IMPROVEMENT DISTICT

REQUEST FOR PROPOSALS

FINANCIAL AUDITING SERVICES

FINANCIAL SERVICES DEPARMENT
610 FOSTER CITY BLVD.

FOSTER CITY, CA 94404
DATE RELEASED: JANUARY 12, 2023
PROPOSAL DUE DATE: FEBRUARY 6, 2023 5:00 PM

EXHIBIT A

PROFESSIONAL AUDITING SERVICES- BADAWI & ASSOCIATES
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I. INTRODUCTION
The City of Foster City was incorporated on April 27, 1971. It is a general law City that operates under the Council-City Manager form of government. The City has a population of 33,056 and provides a full range of municipal services which include the following departments: City Manager, City Clerk and Communications , Police, Community Development Services , Public Works, Parks and Recreation , Financial Services and Human Resources . The City receives fire suppression, prevention , and advanced life support programs/services through its member agency status with the Sa n Mateo Consolidated Fire Department , a Joint Powers Authority between Foster City, the Belmont Fire Protection District, and t he City of San Mateo. The City employs approximately 172 full-time equivalent positions. The Total Budget for FY 2022-2023 is just over $ 159 million for all funds , which includes a General Fund budget of approximately $54 million.

The City Council also serv es as the Board of Directors for the Estero Munici pal Improvement District (the District). The District, although a separate legal entity, encompasses the same geographical area, is inhabited by the same citizens and governed by the same bodies and procedures as the City.

II. FUND STRUCTURE
The City of Foster City currently uses the following fund types in its financial reporting.

Several of the funds shown in the Annual Comprehensive Financial Report (ACFR) are a combination of multiple City funds. The number and typ e of funds are subject to change based on the needs of the City. An y such change shall not result in change in the audit fee.

Fund Type
Number of
Individual
Funds
General Fund 11
Special Revenue Funds 25
Capital Projects Funds 2
Debt Service Funds 1
Enterprise Funds * 12
Internal Service Funds 8
Fiduciary Funds 2
* The City operates two enterprises – wastewater treatment and water service General ledger accounting is performed on the Central Square (previously known as SUNGARD) NaviLine financial system software suite.

EXHIBIT A

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III. PURPOSE
The City of Foster City is requesting proposals from qualified certified public accounting firms to audit the financial statements of the City of Foster City/Estero Municipal Improvement District for the fiscal years ending June 30, 20 23, 2024 and 2025 with an option to extend the audit contract for an additional two fiscal years ending June 30, 2026 and 2027 at the discretion of the City.

The audit is to be performed in accordance with:

1. Auditing standards generally accepted in the United States of America.

2. The standards ap plicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States.

3. The provisions of the Single Audit Act of 1996, as amended and the provisions of the U.S. Office of Management and Budget (OMB ) guidance for federal awards and agreements as provided in the Code of Federal Regulation (CFR) 2 Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.

4. Governmental Accounting Standards Board (GASB) Pr onouncements, an d any guidelines, as applicable.

IV. GENERAL RFP SUBBMITAL INFORMATION
The Financial Services Department staff and the Audit Committee will evaluate proposals received.

During the review process, the City reserves the right, where it may serve the City’s best interest, to request additional information or clarification from those that submit proposals or allow corrections of errors or omissions. Any and al l changes in the RFP will b e made by written addendum, which shall be issued by the City to all proposer s who have responded to the RFP by the deadline.

The City reserves the right to retain all proposals submitted. Submission of a proposal indicates the firm’s acceptance of the c onditions contained in this Request for Proposals, unless clearly and specifically noted in the proposal submitted and confirmed in the contract between the City and the Auditor selected.

The preparation of the RFP will be at th e total expense of the Prop oser. There is no expressed or implied obligation f or the City to reimburse responding proposers for any expense incurred in the preparation of proposals in response to this RFP. All proposals submitted to the City shall become properties of the City and will not be returned.

The City reserves the right to reject any or all proposals, in whole or in part, to waive any informality in any proposal, and to accept the proposal which, in its discretion, is in the best interest of the City.

EXHIBIT A

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Questions with reg ard to this RFP shall be submitted by e -mail to Waqas Hassan , Assistant Finance Director, at [email protected] by 5:00 P.M. on January 25, 2023.

Responses to the questions will be sent via e-mail by January 31, 2023.

V. SCOPE OF WORK
The selected independent auditor will be required to perform the following:

A. Audit of all Funds of the City of Foster City and Es tero Municipal Improvement District in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. The audits shall include such tests of the accounting records and other auditing procedures considered necessary to express an opinion.

B. Render an auditor’s report on the Basic Financial Statements which include both Government-Wide Financial Statements and Fund Financial Statements.

C. Perform limited procedures on the Management’s Discussion and A nalysis (MD&A) and required supplementary information (RSI) as required by the Governmental Accounting Standa rds Board as mandated by general acc epted auditing standards.

D. Issue a report regarding the City/District’s internal control over financial reporting and tests of its compliance with certain provisions of laws, regulations, contracts and grants in accordan ce wit h G overnment Auditing Standard s or other communications that may be required by auditing standards.

E. Perform the required tests of compliance under Measure A of San Mateo County for Local Transportation Purposes and issue the applicable report as required.

F. Perform the required tests o f compliance under Measure W of San Mateo County Congestion Relief Plan and issue the applicable report as required.

G. If applicable , perform a single audit or compliance audit (if applicable), in accordance with the Off ice of Ma nagement and Budget (OMB) U niform Grant Guidance/Super Circular . The single audit report will include a schedule of expenditures of federal awards, footnotes, findings and questioned costs, including reportable conditions and material weaknesses, and follow up on prior audit findings.

H. If applicable, p repare a compliance examinatio n report on the schedule of financial assistance (e.g. ARPA assistance).

I. Perform agreed-upon procedures pertaining to the City’s/District’s GANN Limit (Article XIIIB – review of appropria tion limit calculations) an d render a letter annually regarding compliance.

J. Prepare the City’s/District’s entire ACFR.

EXHIBIT A

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K. Perform a Directed Study of not to exceed 40 hours of Auditor Staff time. This Directed Study is performed at the re quest of the City’s Audit Committee and/or City staff and is considered to be performed as “agreed -upon procedures” between the City and the Independent Auditor. The subject of the study is typically re lated to the financial operations of the City, and the final report is intended to document the procedures performed and the results of those procedures. There is no opinion expressed as a result of the completion of such procedures, although t he Independent Audito r is free to make recomme ndations on any find ings as a result of the testing performed. Examples of prior Directed Studies include: review of investment return comparisons with th e five bay area cities; sample testing on transient occu pancy tax re venues at the two (2) hotels operating in Foster City; review of compliance with the City’s Internal Services Funds Policy; review of the Long -Term Capital Improvement Funding Policy; and, selected testing of video franchise fees from cable and video operators serving Foster City.

L. Attend City meetings/audit committee meetings for the purpose of discussing the audit, the management letter and its conclusions , ACFR and other reports prepared by the auditor.

M. Provide timeline schedule of the annual audit.

N. Provide listing of requested items at least three (3) weeks prior to audit fieldwork.

O. Provide assistance to meet requirements of the GFOA program including preparing answers to GFOA comments.

P. Prepare and print all reports including tabbing and binding. Auditor shall provide unbound reproducible masters , bound copies and a digital file in Adobe Acrobat format for each of the following:

EXHIBIT A

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Unbound Bound
Master Copies

1. Annual Comprehensive Financial
Report (ACFR) 1 25

2. Report to the Audit Committee/ 15
Management Letter

3. Measure A Compliance Report 15

4. Measure W Compliance Report 15

5. Compliance examination report on
the schedule of financial assistance 15

6. Single Audit or Compliance Audit-
Federal Assistance 15

7. Appropriation Limits 15

8. Directed Study 15
VI. ASSISTANCE TO BE PROVIDED TO THE AUDITOR
City Staff will:

A. Prepare Management’s Discussion and Analysis (MD&A) for the ACFR.

B. Prepare Statistical Section of the ACFR.

C. Provide an organizational chart.

D. Prepare Letter of Transmittal.

E. Provide detailed accounting records and prepare requested audit schedules.

F. Prepare confirmation letters requested by the auditor.

G. Provide trial balance reports such as balance sheet, revenues and expenditures details for all funds.

VII. EVALUATION CRITERIA
Proposal wi ll be evaluated using three sets o f criteria. F irms meeting the mandatory criteria will have their proposals evaluated and scored f or both technical qualifications and fees. The following represents the principal selection criteria which will be considered during evaluation process:

EXHIBIT A

PROFESSIONAL AUDITING SERVICES- BADAWI & ASSOCIATES
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a. Mandatory Elements
1) The firm is independent and licensed to practice in California 2) The firm has no conflict of interest with the City/District 3) The firm follows the instructions set forth in this request for proposal 4) The firm’s professional personnel have received adequate continuing professional education within the last three years
5) The firm submits a copy of its most recent external quality control review report and has a record of quality audit work
b. Technical Quality
1) Responsiveness of the proposal
2) Expertise and experience of the firm in government auditing for cities with full municipal services in the State of California
3) The Firm’s reputation in the local government auditing/accounting field 4) Qualification of personnel assigned to the City including man aging partner, manager, senior accountant, staff (education, including continuing education taken during the last t hree years, position in the firm and years of experience will be considered)
5) Size and structure of the firm
6) Adequacy of staff assigned to perform audit
7) Audit approach
8) Experience preparing ACFR
9) Provide complimentary annual training to the client
10) Accessibility to audit firm staff
c. Fees
NOTE: The City reserves the right to reject any and all pro posals that are deemed to be considered non-responsive or incomplete as to the required elements as indicated in this Request for Proposals.

EXHIBIT A

PROFESSIONAL AUDITING SERVICES- BADAWI & ASSOCIATES
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VIII. PROPOSAL SCHEDULE
The City reserves the right to make changes to the schedule below, but plans to adhere to the timeline below:

January 12, 2023 Thu Posting of RFP on the City’s website February 6, 2023 Mon (5:00 PM) Deadline for RFP submission Responses to the RFP must be received at
City Hall by this time
February 15, 2023 Wed Completion of Screening of applicants March 4, 2023 Sat (9 AM-4 PM) Interview with Audit Committee (subject to change due to Committee members’ availability) April 3, 2023 Mon (6:30 PM) Approval of Audit Services Contract by the City Council
IX. ANTICIPATED AUDIT SCHEDULE:
(NOTE: Time frame below is tentative only. A final time schedule will be worked out between the City staff and the selected audit firm).

May 9, 2023 Tues Scoping meeting with selected auditors May 15, 2023-May 19, 2023 Interim Audit
September 11, 2023-September 22, 2023 Final Phase Fieldwork October 16, 2023 Mon 1st draft o f Financial Statement s for management review
October 23, 2023 Mon 2nd draft of Financial Statements for management review . 1 st draft of
Management Letter and other reports
November 6, 2023 Mon Final draft of F inancial Stat ements and Management Letter and other r eports to the
Audit Committee
November 16, 2023 Thu Audit Committee meeting to review draft of Financial Statements and
Management Letter and other reports
December 4, 2023 Mon Printed Fi nancial S tatements and Management Letter and other reports issued

EXHIBIT A

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X. COMPENSATION:

All responses to the R FP shall set forth the hourly rates of those pers ons conducting the audit and the maximum total amo unt of hours and comp ensation for reviewing all financial records outlined in this scop e of work. Fees shall be provided for a three -year engagement including costs of the optional two years beginning with the fiscal year ending June 30, 2023. A cost breakdown by year and individual audit is requested for the five years. The City desi res that tota l fees be stated as “total not to exceed amount inclusive of all out of pocket expenses”.

The City shal l make progress payment s based on hours of work co mpleted during the course of the engagement within 30 days from the receipt of auditor’s invoice.

XI. PERSONNEL CHANGES
Proposals shall include a statement by the firm as to its plans and commitments relative to providing a continuity of personnel. The City reserves the right to request replacement of any members of the firm’s auditing team p rior to and during the course of the audit if circumstances warrant, and similarly, the City requests that it be notifi ed, in advance, of any changes made by the auditing firm concerning the make-up of the auditing team after work has begun.

XII. WORKING PAPERS RETENTION
All working papers and reports must be retained at auditor’s expense for seven years, unless the firm i s n otified in writing by the City of the need to exte nd the retention period. T he auditor will be requi red to make w orking papers available to the City/District or any government agencies. In addition, the firm shall respond to the reasonable inquiries of successor auditors to review working papers relating to matters of continuing accounting significance.

XIII. OPTIONAL SERVICES
State Controller’s Reports
a. Prepare City Annual State Controller’s Report
b. Prepare District Annual State Controller’s Report
c. Prepare Street Annual State Controller’s Report
XIV. PROPOSAL REQUIREMENT
All firms shall submit a total of eleven with one (1) signed original and ten (10) hard copies of their proposal in the following order:

A. Title Page/Cover
It should include the n ame of the audit firm, address, telephone number, contact person and date of proposal.

EXHIBIT A

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B. Table of Contents
C. Transmittal Letter
Briefly introdu ce your firm, indicating whether your firm is local, regional, national or international. Identify the location o f the office from which the work is to be done. Provide a short profile of the firm and staff levels. Indicate the name of the per sons who w ill be authorized to make representations for and to bind the firm, their tit les, addresses and telephone numbers. Indicate your firm’s types of clients and any other useful information . Briefly stat e the proposer’s understanding of the audit se rvices to be performed, the commitment to perform the work w ithin the time period speci fied and a state ment as to why the fi rm believes to be the best qualified to perform the engagement.

D. Technical Proposal
• General Requirements – The purpose of the Techn ical Propo sal is to demonstrate the qualifications, competence and capacity of the firm seeking to unde rtake an independent audit of the Ci ty/District. It should demonstrate the qualifications of the firm and the staff to be assigned to the engagement. It should also specify an audit approach that will m eet the request for proposal requir ements. In addi tion, it should p rovide a resume of each person assigned to this engagement.
• Independence – The firm should provide an affirmative statement that it is independent of the City /District as defined by gener ally accepted auditing standards.
• Business License – The independent au ditor selected must pos sess a City of Foster City license while conducting any work under this contract. • Firm Qualifications and Experience – The proposal should state the size of the firm, the location of the office f rom which this e ngagement is to be performed, and the size of the firm’s governmental audit staff. • External Quality Control Review – It should include the most recent review report.
• Similar Engagements with other entiti es – List a minimum of three cities for engagement performed in the last five years similar to the City of Foster City. Indicate the scope of work, date, engagement partners, total hours, and the name and telephone number of the principal client contact. • Experience in preparing ACFR – Demonstrate th e c ompetency and capacity of the audit firm to prepare ACFR. Provide the name s of three Cities that the firm has prepared their ACFR.

EXHIBIT A

PROFESSIONAL AUDITING SERVICES- BADAWI & ASSOCIATES
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• Audit Approach – the proposal should set forth a work plan, including an explanation of the audit methodology to perform t he audit services such as:

1. Segments of the engagement

2. Level of staff and number of hours assigned to each proposed segment of the engagement

3. Sampling sizes and technique

4. The software used in conjunction with the engagement

5. The analytical procedures used in the engagement
E. Proposal Data Sheet (see sample format – Exhibit A)
XV. INFORMATION / IMPORTANT DATES
Deadline for RFP submission : February 6, 2023 @ 5:00 PM Deliver Proposals to:

Mr. Waqas Hassan
Assistant Finance Director
City of Foster City
610 Foster City Blvd.

Foster City, CA 94404
Interviews of Selected Firms March 4, 2023 @ 9:00 AM to 4:00 PM By Audit Committee
(subject to change of date due to Committee members’ availability) City Council Approval of Audit Firm: April 3, 2023 @ 6:30 PM

EXHIBIT A

PROFESSIONAL AUDITING SERVICES- BADAWI & ASSOCIATES
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Exhibit A

RFP PROPOSAL DATA SHEET
FIRM NAME:

CONTACT PERSON:

CONTACT INFORMATION:

QUALIFICATIONS STATEMENT

GOVERNMENTAL CLIENTS FOR PROPOSED ENGAGEMENT TEAM

CLIENT NAME

MOST RECENT AUDIT

CONTACT NAME
PHONE
AUDITING PERSONNEL PROVIDED*

ACCOUNTING FUNCTION

YEARS OFEXPERIENCE

CERT/DEGREE

LAST PUBLIC AUDIT
*Please remember to include resumes with your RFP response.

HOURLY RATES OF AUDITING PERSONNEL

NAME / FUNCTION

HOURLY / RATE

EXHIBIT A

PROFESSIONAL AUDITING SERVICES- BADAWI & ASSOCIATES
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FEES AND BILLING SEQUENCE

ANTICIPATED
Audit Services HOURS EXPENDED 2022-23 2023-24 2024-25

1. City / District Audit/
Management Letter and
related reports $ $ $

2. Measure A
Compliance Report $ $ $

3. Measure W
Compliance Report $ $ $

4. Appropriation Limit $ $ $

5. Preparation of ACFR $ $ $

6. Directed Study $ $ $

7. Compliance examination
Report $ $ $

8. Single Audit $ $ $
Total not to exceed
including out of pocket $ $ $
Optional Services

1. State Controller’s Reports
(City, District and Street) $ $ $
Please state any qualifications you need to make regarding your proposal fee (e.g., out-of-pocket expenses, fee increases, extraordinary services, etc.).

BILLING SEQUENCE

EXHIBIT A

PROFESSIONAL AUDITING SERVICES- BADAWI & ASSOCIATES
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OTHER SERVICES OFFERED

1. 2.

3. Signature of Individual Submitting Proposal on Behalf of the Firm

EXHIBIT A

PROFESSIONAL AUDITING SERVICES- BADAWI & ASSOCIATES
25 END OF EXHIBIT A
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EXHIBIT B

FEE SCHEDULE
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EXHIBIT C

INSURANCE FORMS

AUDITOR 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 3rd day of April, 2023, by and between Badawi & Associates, hereinafter referred to as "AUDITOR”, and the City of Foster City, hereinafter referred to as "City", providing for professional services.

1. AUDITOR's Duty to Show Proof of Insurance. AUDITOR, 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 AUDITOR's acts, errors, or omissions in connection with the performance of AUDITOR's obligations, as required in this Agreement, shall secure and maintain insurance as described below. AUDITOR shall not perform any work under this Agreement until AUDITOR has obtained all insurance required under this section and the required certi ficates 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, AUDITOR shall supply proof that such p erson 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, AUDITOR 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. AUDITOR shall immediately pay any deductibles and self -insured retentions under all required insurance policies upon the submission of any claim by AUDITOR or City as an additional insured.

1.1 Insurance Requirements

Commercial General Liability Insurance

Commercial General Liability Insurance including, but not limited to, Contractual Liability Insurance (specifically concerning the indemnity provisions of this Agreement with the City ), Products-Completed Operations Hazard, liability for slander, false ar rest and invasion of privacy arising out of professional services rendered hereunder, Personal Injury (including bodily injury and death), and Property Damage for liability arising out of AUDITOR's performance of services under this Agreement. The Commerc ial General Liability insurance shall contain no exclusions or limitation for independent contractors working on the behalf of the named insured. AUDITOR shall maintain the Products -Completed Operations Hazard coverage for the longest period allowed by la w 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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☒ 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

AUDITOR shall submit written proof that AUDITOR is insured against liability for workers' compensation in accordance with the provisions of section 3700 of the California Labor Code. AUDITOR shall require any Subconsultants to provide workers' compensation for a ll of the Subconsultants' employees, unless the Subconsultants' employees are covered by the insurance afforded by AUDITOR. If any class of employees engaged in work or services performed under this Agreement is not covered by California Labor Code section 3700, AUDITOR shall provide and/or require each Subconsultant to provide adequate insurance for the coverage of employees not otherwise covered. AUDITOR 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 one million dollars ($1,000,000) per occurrence and one million dollars ($1,000,000) aggregate.

1.2 Self-Insured Retention

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

1.3 Claims-Made Basis Coverage

If any of the insurance coverages requir ed under this Agreement is written on a claims -made basis, AUDITOR, at AUDITOR'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 AUDITOR'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 AUDITOR shall be maintained until the completion of all of AUDITOR's obligations under this Agreement except as otherwise indicated herein. Each insurance policy supplied by AUDITOR shall not be suspended, voided, cancelled or reduced in coverage or in limits except after ten (10) days written notice by AUDITOR in the case of non-payment of premiums, or thirty (30) days written notice in all 28 DocuSign Envelope ID: 76D69910-788C-43F0-B716-46ACD6753D25

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other cases. This notice requirement does not wai ve the insurance requirements stated herein. AUDITOR 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 AUDITOR is, or becomes during the term of this Agreement, self -insured or a member of a self -insurance pool, AUDITOR 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 AUDITOR is equivalent to the above-required coverages.

3.4 For any claims related to the Agreement, the AUDITOR’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, officia ls, employees, or volunteers shall be excess of the AUDITOR’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 AUDITOR 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 AUDITOR to maintain all such insurance in effect at all times required by this Agreement shall be a material breach of this Agreement by AUDITOR. City, at its sole option, may terminate this Agreement and obtain damages from AUDITOR resulting from said breach. Alternatively, City may purchase such required insurance coverage, and without further notice to AUDITOR, City shall deduct from sums due to AUDITOR any premiums and associated costs advanced or paid by City for such insurance. If the balance of monies obligated to AUDITOR pursuant to this Agreement are insufficient to reimburse City for the premiums and any associated costs, AUDITOR 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 AUDITOR 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 AUDITOR 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.

AUDITOR's fees under this Agreem ent (and the fee of its subconsultants under subconsultant agreements) shall be reduced by the amount of insurance premiums that may be avoided by AUDITOR 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 AUDITOR'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 Na med Insured, and/or (d) permits issued for operations performed by the Named Insured. {Note:

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

Auto Liability : the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Named Insured, regardless of whether liability is attributable to the Named Insured or a combination of the Named Insured and the Additional Insured, its elected or appointed officers, officials, employees or volunteers.

Other:

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

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

Professional Liability:

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

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

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

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

WAIVER OF SUBROGATION: The insurer(s) named above agree to waive all rights of subrogation against the CITY, its elected or appointed officers, officials, agents, volunteers and employees for losses paid under the terms of this policy which arise from work pe rformed 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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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 Badawi & Associates (“AUDITOR”) dated 3rd day of April, 2023.

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 AUDITOR (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 AUDITOR 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. AUDITOR acknowledges that those orders, directives and guidance may require the Project to shut down or otherwise increase the AUDITOR’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 AUDITOR shall follow the most applicable, restrictive and newest COVID-19 Proclamations.

D. An “Unknown COVID-19 Condition” is a COVID-19 Condition the AUDITOR did not know about, and reasonably should not have known about, as of the date the AUDITOR submitted its proposal. The requirements contained in COVID-19 Proclamations issued before submission of a proposal are not Unknown COVID-19 Conditions, and the AUDITOR 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 AUDITOR’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. AUDITOR 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 AUDITOR’s price and schedule. In order to be entitled to any relief from a COVID-19 Condition, the AUDITOR must demonstrate that the issue, cost or delay is due to an Unknown COVID- 19 Condition.

3. Compliance with COVID-19 Proclamations.

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the Services. The cost of such compliance is non-compensable, except as otherwise expressly stated herein.

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

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

7. Safe Work Practices. AUDITOR 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. AUDITOR 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 AUDITOR 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. AUDITOR shall immediately report to City any outbreaks of COVID-19 among its workers. The AUDITOR shall not knowingly allow any worker who has tested positive with COVID-19 to enter a City building. In the event of an outbreak or an exposure to COVID-19, the City may impose appropriate mitigation strategies which may be in consultation with the public health officer.

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

[Signatures on Next Page]

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

AUDITOR: CITY:

________________________ ____________________________
Signature Signature

________________________ ______________________________ Ahmed Badawi, President Jon Froomin, Mayor
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DATE: April 6, 2026

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, Director of Public Works
Laura Galli, Engineering Manager
Ryan Marquez, Senior Engineer
DEPARTMENT: Public Works Department
SUBJECT: FUEL SYSTEMS IMPROVEMENTS PROJECT (CIP 301-700) –

NOTICE OF COMPLETION

RECOMMENDATION
It is recommended that the City Council/EMID Board of Directors adopt the attached resolutions (Attachments 1 & 2) authorizing acceptance of the work performed by West Star Environmental, Inc. for the construction of the Fuel Systems Improvements Project (CIP 301-700) and directing the City Clerk/District Secretary to file the Notice of Completion.

EXECUTIVE SUMMARY
CIP 301-700 includes removal and replacement of existing diesel and gasoline fueling systems at the City & District’s Corporation Yard located at 100 Lincoln Centre Drive.

At the Council/Board meeting on December 16, 2024, the Council/Board adopted City Resolution No. 2024-131 and EMID Resolution No. 3787 awarding the construction contract to West Star Environmental, Inc. in the amount of $3,147,259. The work has

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been completed in conformance with the contract documents. It is recommended that the City Council/EMID Board of Directors accept the work and direct the City Clerk/District Secretary to file the NOCs and close out the project.

BACKGROUND/ANALYSIS
The project consisted of the removal and replacement of:

1. Two existing 10,000-gallon unleaded fuel tanks, with two new 10,000 gallon above ground tanks next to the Vehicle Maintenance Building inside the Yard; and

2. Two existing 5,000-gallon diesel fuel tanks, with one new 10,000 gallon tank next to the entrance gate between the lagoon pumphouse and Tank 3; and

3. One existing 210-gallon day tank for diesel fuel inside of the lagoon pumphouse with a new 300-gallon day tank.

In addition, the existing dispensers, leak detection system, and fuel management software for both the diesel and unleaded fuel systems were replaced. Additional improvements performed as part of this project included the installation of a stormwater treatment bio-detention basin, backfill of the former vault in which the diesel tanks were housed, and pavement and concrete improvements which included the material storage bin area and the City’s lagoon boat dock driveway.

In February 2021, following a competitive procurement, the City/EMID engaged TAIT Environmental Services, Inc. (TAIT), to perform a detailed analysis of the City/EMID’s existing fuel systems, prepare a conceptual engineering assessment, and develop a Technical Memorandum outlining recommendations for improvements for design.

At the Council/Board meeting on May 1, 2023, the Council/Board adopted City Resolution No. 2023-42 and EMID Resolution No. 3718 awarding a contract for professional engineering services for CIP 301-700 to TAIT for the development of project contact documents, consisting of plans, specifications, and engineer’s estimate for this project.

At the Council/Board meeting on October 21, 2024, the Council/Board adopted City Resolution No. 2024-108 and EMID Resolution No. 3779 approving the plans and specifications and authorizing the call for bids for the subject project.

At the Council/Board meeting on December 16, 2024, the Council/Board adopted City Resolution No. 2024-131 and EMID Resolution No. 3787 awarding a construction contract to West Star Environmental, Inc. (West Star) and a contract for construction management and inspection services to Consor, Inc. (Consor).

Construction began in May 2025 and after multiple instances of encountering unidentified utilities and underground conflicts, it became apparent that the project schedule would require an extension beyond the initial estimated contract calendar days. At the Council/Board meeting on October, 2025, the Council/Board adopted City

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Resolution No. 2025-83 and EMID Resolution No. 3822 to increase Consor’s construction management agreement and the overall project budget by $114,640 in order to align with the lengthened construction period. Work was substantially completed in January of 2026. The contractor has completed all punch list items of work and the final invoice for work was received in February 2026.

There were a total of two (2) contract change orders that were approved, totaling $239,320.51. Most of these costs were a result of underground conflicts that were not identified during the design phase of work, and unsuitable soil conditions that required additional excavation and backfill treatment for stabilization. Record drawings of previous projects incorrectly showed the location of underground facilities, leading to increased effort for redesign and construction. Other changes include increased asphalt and concrete improvements, an additional electrical breaker panel needed for the day tank in the lagoon pumphouse, and a stand to raise the day tank to be able to gravity feed the lagoon pumps. Credits totaling approximately $36,000 offset some of these costs. Given that West Star has completed its work in conformance with the contract documents, it is recommended that the City Council/EMID Board accept the work and direct the City Clerk/ District Secretary to file the Notice of Completion for the project.

CEQA
Categorically Exempt pursuant to Section 15301(b) – Existing Facilities.

FISCAL IMPACT
The table below includes the project expenditure summary:

Budget Value ($)
Vehicle Replacement Fund 327,946.00
City CIP Fund 301 2,004,374.00
Water CIP Fund 405 1,002,160.00
Wastewater CIP Fund 455 1,002,160.00
APPROVED Budget 4,336,640.00
Anticipated Expenditures Value ($)
Design and Permitting (Tait) 289,002.25
CA #1 9,600.00
Construction (West Star) 3,147,259.00
CCO #1-2 248,689.00
Construction Management & Inspection (Consor) 303,270.00 CA #1 114,640
Miscellaneous (Advertising, permitting, 3 rd party
oversight, & temporary operations)
90,000.00
Total Anticipated Project Expense 4,202,460.25
Anticipated Project Budget Balance 134,179.25

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The work has been completed, and the NOC is ready to be filed. Action by the City Council/EMID Board tonight will establish the official date of completion of the work performed by West Star Environmental, Inc. formalizing the City’s acceptance of the contract work and allowing final payment to the contractor be made, and encumbered funds for construction released back to the respective originating funds.

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

Attachment 1 – City Resolution
Attachment 2 – EMID Resolution
Attachment 3 – CIP 301-700 Notice of Completion

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164

RESOLUTION NO. __________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FOSTER CITY ACCEPTING THE WORK BY WEST STAR ENVIRONMENTAL, INC. FOR THE FUEL SYSTEMS IMPROVEMENTS PROJECT (CIP 301-700) AND DIRECTING THE CITY CLERK TO FILE THE NOTICE OF COMPLETION; AND FINDING THE PROJECT EXEMPT FROM CEQA UNDER SECTION 15061(b)(3) AND 15301(c) – EXISTING

FACILITIES

CITY OF FOSTER CITY
WHEREAS, the Public Works Director/City Engineer has filed with the City Clerk the Notice of Completion for the work known as the Fuel Systems Improvements Project (CIP 301-700) located at 100 Lincoln Centre Drive, situated in San Mateo County, California; provided to be done under and pursuant to the contract documents and agreement between the City of Foster City and West Star Environmental, Inc. dated December 16, 2024; and
WHEREAS, the City Manager has executed Document 00 6530 – Agreement and Release of Any and All Claims, as required by the agreement; and WHEREAS, West Star Environmental, Inc. has executed Document 00 6536 – Guaranty, as required by the agreement; and
WHEREAS, it appears to the satisfaction of the City Council that said work has been completed in an acceptable manner.

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

1. The acceptance of said work subject to reservation of all City's rights arising from any defective workmanship and/or materials not observed during construction being hereafter discovered and becoming known to City; and

2. The City Clerk to notarize and file for record with the County Recorder of the County of San Mateo after execution of Document 00 6530 – Agreement and Release of Any and All Claims the Notice of Completion thereof, as required by law, and file a conformed, recorded copy of said notice with the Finance Director and Public Works Director/City Engineer; and

3. The City Clerk to notify West Star Environmental, Inc. that the Construction Performance Bond No. WCN7474673 from Old Republic

6.8 Attachment 1 - City Resolution

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Surety Company may be released one year following the recordation of the Notice of Completion; and

4. The City Clerk to release the Labor and Material Bond No. WCN7474673. from Old Republic Surety Company, thirty-five (35) days after the date of recording of the Notice of Completion if no claims or Stop Notices have been received.

PASSED AND ADOPTED as a resolution of the City Council of the City of Foster City at the regular meeting held on the 6th day of April 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
___________________________________

ART KIESEL, MAYOR
ATTEST:
_____________________________

PRISCILLA SCHAUS, CITY CLERK

6.8 Attachment 1 - City Resolution

166

RESOLUTION NO. __________

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ESTERO MUNICIPAL

IMPROVEMENT DISTRICT ACCEPTING THE WORK BY WEST STAR
ENVIRONMENTAL, INC. FOR THE FUEL SYSTEMS IMPROVEMENTS PROJECT (CIP 301-700) AND DIRECTING THE DISTRICT SECRETARY TO FILE THE NOTICE OF COMPLETION (CEQA STATUS: EXEMPT PURSUANT TO SECTION 15061(b)(3) AND 15301(c) – EXISTING FACILITIES)

ESTERO MUNICIPAL IMPROVEMENT DISTRICT
WHEREAS, the Public Works Director/District Engineer has filed with the District Secretary the Notice of Completion for the work known as the Fuel Systems Improvements Project (CIP 301-700) located at 100 Lincoln Centre Drive, situated in San Mateo County, California; provided to be done under and pursuant to the contract documents and agreement between the Estero Municipal Improvement District and West Star Environmental, Inc. dated December 16, 2024; and WHEREAS, the District Manager has executed Document 00 6530 – Agreement and Release of Any and All Claims, as required by the agreement; and WHEREAS, West Star Environmental, Inc. has executed Document 00 6536 – Guaranty, as required by the agreement; and
WHEREAS, it appears to the satisfaction of the Board of Directors that said work has been completed in an acceptable manner.

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

1. The acceptance of said work subject to reservation of all District's rights arising from any defective workmanship and/or materials not observed during construction being hereafter discovered and becoming known to District; and

2. The District Secretary to notarize and file for record with the County Recorder of the County of San Mateo after execution of Document 00 6530 – Agreement and Release of Any and All Claims the Notice of Completion thereof, as required by law, and file a conformed, recorded copy of said notice with the Finance Director and Public Works Director/District Engineer; and

3. The District Secretary to notify West Star Environmental, Inc. that the Construction Performance Bond No. WCN7474673 from Old Republic

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167

Surety Company may be released one year following the recordation of the Notice of Completion; and

4. The District Secretary to release the Labor and Material Bond No.

WCN7474673. from Old Republic Surety Company, thirty-five (35) days after the date of recording of the Notice of Completion if no claims or Stop Notices have been received.

PASSED AND ADOPTED as a resolution of the Board of Directors of the Estero Municipal Improvement District at the regular meeting held on the 6 th day of April 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_____________________________________

ART KIESEL, PRESIDENT
ATTEST:
_______________________________________

PRISCILLA SCHAUS, DISTRICT SECRETARY

6.8 Attachment 2 - EMID Resolution

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NOTICE OF COMPLETION
FUEL SYSTEMS IMPROVEMENT PROJECT (CIP 301-700)

CITY OF FOSTER CITY/ESTERO MUNICIPAL IMPROVEMENT DISTRICT NOTICE IS HEREBY GIVEN that West Star Environmental, Inc. entered into a contract dated the 16th day of December 2024 for the construction of certain improvements in the City of Foster City, situated at 100 Lincoln Centre Drive in San Mateo County, California. Said construction is known as the Fuel Systems Improvements Project (CIP 301-700) and consists of removing and replacing existing unleaded and diesel fueling systems.

That said work is located at 100 Lincoln Centre Drive in the City of Foster City, situated in San Mateo County, California, and was completed on the 29th day of January 2026.

That acceptance of said work was ordered by resolution of the City of Foster City/Estero Municipal Improvement District adopted on the 6th day of April 2026.

That the name and bond number of the surety of the contractor's bond for Labor and Materials on said project is Old Republic Surety Company and Labor and Material Bond No. WCN7474673.

That said work and improvements consisted of the furnishing of all labor, materials, tools, equipment, services, and incidentals required to undertake and complete the Fuel Systems Improvements Project (CIP 301-700), all in accordance with the contract documents as required by the City of Foster City/Estero Municipal Improvement District and more particularly described in the agreement approved by the City Council/Board of Directors of the City of Foster City/Estero Municipal Improvement District pursuant to EMID Resolution No. 3787 and City Resolution No. 2024-131 adopted on the 16th day of December 2024, subject to reservation of all City/District rights arising from the contract documents and further, any defective workmanship and/or materials not observed during construction being thereafter discovered and known to the City/District.

DATED: ______04/06/26____ _______________________________________ Andrew Brozyna
Public Works Director
City of Foster City / Estero Municipal
Improvement District

6.8 Attachment 3 - CIP 301-700 Notice of Completion

169

Foster City City CouncilApril 6, 2026

Foster City City Council
April 6, 2026