Foster City City Council
July 20, 2026

5.9 Attachment 3 - CityDistrict Pay Plan for FY 2026-2027 Effective July 1, 2026 (redline) 182
City of Foster City / Estero Municipal Improvement District FY 2025-2026 2026-2027 Pay Plan
Effective July 1, 20256
Exhibit A
Code Classification Unit FLSA Salary Step 1 Step 2 Step 3 Step 4 Step 5 Step 6 267 Building Maintenance Worker I AFSCME NE Hourly $37.7454 $39.6327 $41.6143 $43.6950 $45.8798 Monthly $6,542.54 $6,869.67 $7,213.15 $7,573.80 $7,952.50 Yearly $78,510.43 $82,436.02 $86,557.74 $90,885.60 $95,429.98 268 Building Maintenance Worker II AFSCME NE Hourly $41.8639 $43.9571 $46.1550 $48.4628 $50.8859 Monthly $7,256.41 $7,619.23 $8,000.20 $8,400.22 $8,820.22 Yearly $87,076.91 $91,430.77 $96,002.40 $100,802.62 $105,842.67 527 Building Permit Technician I AFSCME NE Hourly $39.1354 $41.0922 $43.1468 $45.3041 $47.5693 Monthly $6,783.47 $7,122.65 $7,478.78 $7,852.71 $8,245.35 Yearly $81,401.63 $85,471.78 $89,745.34 $94,232.53 $98,944.14 544 Building Permit Technician II AFSCME NE Hourly $43.5954 $45.7752 $48.0640 $50.4672 $52.9906 Monthly $7,556.54 $7,934.37 $8,331.09 $8,747.65 $9,185.04 Yearly $90,678.43 $95,212.42 $99,973.12 $104,971.78 $110,220.45 910 Building Serv. Assistant Hrly/PT/Seasonal NE Hourly $17.85 $18.47 $19.12 $19.79 $20.48 310 Building Services Coordinator AFSCME NE Hourly $37.7454 $39.6327 $41.6143 $43.6950 $45.8798 Monthly $6,542.54 $6,869.67 $7,213.15 $7,573.80 $7,952.50 Yearly $78,510.43 $82,436.02 $86,557.74 $90,885.60 $95,429.98 312 Building Services Coordinator Assistant Hrly/PT/Seasonal NE Hourly $20.48 $21.21 $21.96 $22.73 $23.52 309 Building/Fleet Maintenance Superintendent Other Management E Hourly $68.3641 $71.7823 $75.3714 $79.1400 $83.0970 $70.9619 $74.5100 $78.2355 $82.1473 $86.2547
Monthly $11,849.78 $12,442.27 $13,064.38 $13,717.60 $14,403.48 $12,300.06 $12,915.07 $13,560.82 $14,238.87 $14,950.81
Yearly $142,197.33 $149,307.18 $156,772.51 $164,611.20 $172,841.76 $147,600.75 $154,980.80 $162,729.84 $170,866.38 $179,409.75 205 Chief Building Official Other Management E Hourly $82.3552 $86.4730 $90.7967 $95.3365 $100.1033 $85.4848 $89.7590 $94.2470 $98.9593 $103.9072
Monthly $14,274.90 $14,988.65 $15,738.09 $16,524.99 $17,351.24 $14,817.37 $15,558.23 $16,336.15 $17,152.95 $18,010.59
Yearly $171,298.82 $179,863.84 $188,857.14 $198,299.92 $208,214.86 $177,808.38 $186,698.72 $196,033.76 $205,835.34 $216,127.03 102 Chief of Police Executive Management E Hourly $121.2618 $127.3249 $133.6911 $140.3757 $147.3945 $125.8697 $132.1632 $138.7714 $145.7100 $152.9955
Monthly $21,018.71 $22,069.65 $23,173.12 $24,331.79 $25,548.38 $21,817.41 $22,908.29 $24,053.71 $25,256.40 $26,519.22
Yearly $252,224.54 $264,835.79 $278,077.49 $291,981.46 $306,580.56 $261,808.98 $274,899.46 $288,644.51 $303,076.80 $318,230.62 101 City Manager Executive Management E Hourly $162.4565 $175.6962
Monthly $28,159.13
$30,454.00
Yearly $337,909.52
$365,448.00
920 Clerical Assistant Hrly/PT/Seasonal NE Hourly $17.85 $18.47 $19.12 $19.79 $20.4833 255 Code Enforcement Officer I AFSCME NE Hourly $38.2162 $40.1270 $42.1333 $44.2400 $46.4520 Monthly $6,624.14 $6,955.35 $7,303.11 $7,668.27 $8,051.68 Yearly $79,489.70 $83,464.16 $87,637.26 $92,019.20 $96,620.16 256 Code Enforcement Officer II AFSCME NE Hourly $50.0121 $52.5127 $55.1383 $57.8952 $60.7900 Monthly $8,668.76 $9,102.20 $9,557.31 $10,035.17 $10,536.93 Yearly $104,025.17 $109,226.42 $114,687.66 $120,422.02 $126,443.20 110 Communications Director / City Clerk Executive Management E Hourly $103.6540 $108.8367 $114.2785 $119.9924 $125.9920 $107.5928 $112.9724 $118.6210 $124.5521 $130.7797
Monthly $17,966.69 $18,865.03 $19,808.27 $20,798.68 $21,838.61 $18,649.42 $19,581.88 $20,560.97 $21,589.03 $22,668.48
Yearly $215,600.32 $226,380.34 $237,699.28 $249,584.19 $262,063.36 $223,793.02 $234,982.59 $246,731.68 $259,068.37 $272,021.77 266 Communications Manager Other Management E Hourly $58.6402 $61.5722 $64.6508 $67.8833 $71.2775 $60.8685 $63.9119 $67.1075 $70.4629 $73.9860
Monthly $10,164.30 $10,672.51 $11,206.14 $11,766.44 $12,354.77 $10,550.54 $11,078.06 $11,631.97 $12,213.57 $12,824.25
Yearly $121,971.62 $128,070.18 $134,473.66 $141,197.26 $148,257.20 $126,606.48 $132,936.75 $139,583.60 $146,562.83 $153,890.97 106 Community Development Director Executive Management E Hourly $108.6190 $114.0500 $119.7525 $125.7401 $132.0271 $112.7465 $118.3838 $124.3030 $130.5182 $137.0441
Monthly $18,827.29 $19,768.67 $20,757.10 $21,794.95 $22,884.70 $19,542.73 $20,519.86 $21,545.85 $22,623.15 $23,754.32
Yearly $225,927.52 $237,224.00 $249,085.20 $261,539.41 $274,616.37 $234,512.72 $246,238.30 $258,550.24 $271,477.86 $285,051.79 930 Cross-Connection Control Specialist AFSCME NE Hourly $45.0221 $47.2732 $49.6369 $52.1187 $54.7246 Monthly $7,803.83 $8,194.02 $8,603.73 $9,033.91 $9,485.60 Yearly $93,645.97 $98,328.26 $103,244.75 $108,406.90 $113,827.17

5.9 Attachment 3 - CityDistrict Pay Plan for FY 2026-2027 Effective July 1, 2026 (redline) 183
City of Foster City / Estero Municipal Improvement District FY 2025-2026 2026-2027 Pay Plan
Effective July 1, 20256
Exhibit A
Code Classification Unit FLSA Salary Step 1 Step 2 Step 3 Step 4 Step 5 Step 6 913 Department Intern Hrly/PT/Seasonal NE Hourly* $17.85 $30.0000 234 Deputy City Clerk Other Management NE Hourly $46.9121 $49.2577 $51.7206 $54.3066 $57.0219 $48.6948 $51.1295 $53.6860 $56.3703 $59.1888
Monthly $8,131.43 $8,538.00 $8,964.90 $9,413.14 $9,883.80 $8,440.43 $8,862.45 $9,305.57 $9,770.85 $10,259.40
Yearly $97,577.17 $102,456.02 $107,578.85 $112,957.73 $118,605.55 $101,285.18 $106,349.36 $111,666.88 $117,250.22 $123,112.77 109 Deputy City Manager Executive Management E Hourly $114.0500 $119.7526 $125.7402 $132.0271 $138.6285 $118.3839 $124.3031 $130.5183 $137.0442 $143.8964
Monthly $19,768.67 $20,757.12 $21,794.97 $22,884.70 $24,028.94 $20,519.88 $21,545.87 $22,623.17 $23,754.33 $24,942.04
Yearly $237,224.00 $249,085.41 $261,539.62 $274,616.37 $288,347.28 $246,238.51 $258,550.45 $271,478.06 $285,051.94 $299,304.48 104 Director of Public Works Executive Management E Hourly $111.2734 $116.8371 $122.6790 $128.8130 $135.2536 $115.5019 $121.2770 $127.3408 $133.7078 $140.3932
Monthly $19,287.39 $20,251.76 $21,264.36 $22,327.59 $23,443.96 $20,020.33 $21,021.35 $22,072.41 $23,176.02 $24,334.83
Yearly $231,448.67 $243,021.17 $255,172.32 $267,931.04 $281,327.49 $240,243.95 $252,256.16 $264,868.86 $278,112.22 $292,017.93 924 Economic Development Manager Other Management E Hourly $81.3665 $85.4348 $89.7065 $94.1918 $98.9014 $84.4583 $88.6812 $93.1153 $97.7711 $102.6597
Monthly $14,103.53 $14,808.70 $15,549.13 $16,326.58 $17,142.91 $14,639.44 $15,371.41 $16,139.99 $16,946.99 $17,794.34
Yearly $169,242.32 $177,704.38 $186,589.52 $195,918.94 $205,714.91 $175,673.26 $184,456.90 $193,679.82 $203,363.89 $213,532.08 512 Engineering Manager Other Management E Hourly $89.8479 $94.3403 $99.0573 $104.0102 $109.2107 $93.2621 $97.9252 $102.8215 $107.9626 $113.3607
Monthly $15,573.64 $16,352.32 $17,169.93 $18,028.43 $18,929.85 $16,165.43 $16,973.70 $17,822.39 $18,713.52 $19,649.19
Yearly $186,883.63 $196,227.82 $206,039.18 $216,341.22 $227,158.26 $193,985.17 $203,684.42 $213,868.72 $224,562.21 $235,790.27 503 Equipment Maintenance Worker AFSCME NE Hourly $39.6296 $41.6111 $43.6917 $45.8763 $48.1701 Monthly $6,869.13 $7,212.59 $7,573.23 $7,951.89 $8,349.48 Yearly $82,429.57 $86,551.09 $90,878.74 $95,422.70 $100,193.81 107 Finance Director Executive Management E Hourly $108.6190 $114.0500 $119.7525 $125.7401 $132.0271 $112.7465 $118.3838 $124.3030 $130.5182 $137.0441
Monthly $18,827.29 $19,768.67 $20,757.10 $21,794.95 $22,884.70 $19,542.73 $20,519.86 $21,545.85 $22,623.15 $23,754.32
Yearly $225,927.52 $237,224.00 $249,085.20 $261,539.41 $274,616.37 $234,512.72 $246,238.30 $258,550.24 $271,477.86 $285,051.79 300 Financial Services Manager Other Management E Hourly $74.9790 $78.7279 $82.6643 $86.7975 $91.1374 $77.8281 $81.7195 $85.8055 $90.0958 $94.6006
Monthly $12,996.36 $13,646.17 $14,328.48 $15,044.90 $15,797.15 $13,490.20 $14,164.71 $14,872.95 $15,616.61 $16,397.44
Yearly $155,956.32 $163,754.03 $171,941.74 $180,538.80 $189,565.79 $161,882.45 $169,976.56 $178,475.44 $187,399.26 $196,769.29 928 Fleet Supervisor Other Management E Hourly $54.6110 $57.3415 $60.2086 $63.2190 $66.3800 $56.6860 $59.5204 $62.4965 $65.6214 $68.9025
Monthly $9,465.91 $9,939.19 $10,436.16 $10,957.96 $11,505.87 $9,825.57 $10,316.87 $10,832.73 $11,374.38 $11,943.11
Yearly $113,590.88 $119,270.32 $125,233.89 $131,495.52 $138,070.40 $117,906.88 $123,802.43 $129,992.72 $136,492.51 $143,317.28 925 Housing Coordinator Other Management NE Hourly $58.2330 $61.1446 $64.2018 $67.4119 $70.7825 $60.4458 $63.4681 $66.6415 $69.9736 $73.4722
Monthly $10,093.72 $10,598.40 $11,128.31 $11,684.73 $12,268.97 $10,477.27 $11,001.14 $11,551.19 $12,128.76 $12,735.19
Yearly $121,124.64 $127,180.77 $133,539.74 $140,216.75 $147,227.60 $125,727.26 $132,013.65 $138,614.32 $145,545.09 $152,822.25 929 Housing & Sustainability Manager Other Management E Hourly $76.7247 $80.5609 $84.5889 $88.8183 $93.2592 $79.6401 $83.6221 $87.8032 $92.1934 $96.8031
Monthly $13,298.95 $13,963.89 $14,662.08 $15,395.17 $16,164.93 $13,804.28 $14,494.50 $15,219.22 $15,980.19 $16,779.21
Yearly $159,587.38 $167,566.67 $175,944.91 $184,742.06 $193,979.14 $165,651.41 $173,933.97 $182,630.66 $191,762.27 $201,350.55 404 Human Resources Analyst Other Management E Hourly $55.7214 $58.5075 $61.4329 $64.5045 $67.7297 $57.8388 $60.7307 $63.7672 $66.9556 $70.3034
Monthly $9,658.38 $10,141.30 $10,648.37 $11,180.78 $11,739.81 $10,025.39 $10,526.65 $11,052.98 $11,605.64 $12,185.93
Yearly $115,900.51 $121,695.60 $127,780.43 $134,169.36 $140,877.78 $120,304.70 $126,319.86 $132,635.78 $139,267.65 $146,231.13

5.9 Attachment 3 - CityDistrict Pay Plan for FY 2026-2027 Effective July 1, 2026 (redline) 184
City of Foster City / Estero Municipal Improvement District FY 2025-2026 2026-2027 Pay Plan
Effective July 1, 20256
Exhibit A
Code Classification Unit FLSA Salary Step 1 Step 2 Step 3 Step 4 Step 5 Step 6 252 Human Resources Manager Other Management E Hourly $81.3665 $85.4348 $89.7065 $94.1918 $98.9014 $84.4583 $88.6812 $93.1153 $97.7711 $102.6597
Monthly $14,103.53 $14,808.70 $15,549.13 $16,326.58 $17,142.91 $14,639.44 $15,371.41 $16,139.99 $16,946.99 $17,794.34
Yearly $169,242.32 $177,704.38 $186,589.52 $195,918.94 $205,714.91 $175,673.26 $184,456.90 $193,679.82 $203,363.89 $213,532.08 403 Human Resources Technician Other Management NE Hourly $43.7077 $45.8931 $48.1878 $50.5972 $53.1271 $45.3687 $47.6371 $50.0190 $52.5199 $55.1459
Monthly $7,576.00 $7,954.80 $8,352.55 $8,770.18 $9,208.70 $7,863.91 $8,257.10 $8,669.96 $9,103.45 $9,558.63
Yearly $90,912.02 $95,457.65 $100,230.62 $105,242.18 $110,504.37 $94,366.90 $99,085.17 $104,039.52 $109,241.39 $114,703.53 238 Information Technology Manager Other Management E Hourly $81.3665 $85.4348 $89.7065 $94.1918 $98.9014 $84.4583 $88.6812 $93.1153 $97.7711 $102.6597
Monthly $14,103.53 $14,808.70 $15,549.13 $16,326.58 $17,142.91 $14,639.44 $15,371.41 $16,139.99 $16,946.99 $17,794.34
Yearly $169,242.32 $177,704.38 $186,589.52 $195,918.94 $205,714.91 $175,673.26 $184,456.90 $193,679.82 $203,363.89 $213,532.08 926 Irrigation Technician AFSCME NE Hourly $44.2008 $46.4108 $48.7313 $51.1679 $53.7263 Monthly $7,661.47 $8,044.54 $8,446.76 $8,869.10 $9,312.56 Yearly $91,937.66 $96,534.46 $101,361.10 $106,429.23 $111,750.70 228 Management Analyst Other Management E Hourly $58.2330 $61.1446 $64.2018 $67.4119 $70.7825 $60.4458 $63.4681 $66.6415 $69.9736 $73.4722
Monthly $10,093.72 $10,598.40 $11,128.31 $11,684.73 $12,268.97 $10,477.27 $11,001.14 $11,551.19 $12,128.76 $12,735.19
Yearly $121,124.64 $127,180.77 $133,539.74 $140,216.75 $147,227.60 $125,727.26 $132,013.65 $138,614.32 $145,545.09 $152,822.25 233 Management Assistant Other Management E Hourly $39.8212 $41.8123 $43.9029 $46.0980 $48.4029 $41.3343 $43.4010 $45.5711 $47.8497 $50.2422
Monthly $6,902.34 $7,247.47 $7,609.84 $7,990.32 $8,389.84 $7,164.61 $7,522.84 $7,898.99 $8,293.95 $8,708.65
Yearly $82,828.10 $86,969.58 $91,318.03 $95,883.84 $100,678.03 $85,975.34 $90,274.08 $94,787.89 $99,527.38 $104,503.80 501 Mechanic I AFSCME NE Hourly $44.7839 $47.0231 $49.3743 $51.8430 $54.4352 Monthly $7,762.54 $8,150.67 $8,558.21 $8,986.12 $9,435.43 Yearly $93,150.51 $97,808.05 $102,698.54 $107,833.44 $113,225.22 520 Office Assistant I AFSCME NE Hourly $31.3595 $32.9275 Monthly $5,435.65 $5,707.43
Yearly $65,227.76 $68,489.20
519 Office Assistant II AFSCME NE Hourly $34.5738 $36.3025 $38.1176 $40.0235 $42.0247 Monthly $5,992.79 $6,292.43 $6,607.05 $6,937.41 $7,284.28 Yearly $71,913.50 $75,509.20 $79,284.61 $83,248.88 $87,411.38 108 Parks & Recreation Director Executive Management E Hourly $108.6190 $114.0500 $119.7525 $125.7401 $132.0271 $112.7465 $118.3838 $124.3030 $130.5182 $137.0441
Monthly $18,827.29 $19,768.67 $20,757.10 $21,794.95 $22,884.70 $19,542.73 $20,519.86 $21,545.85 $22,623.15 $23,754.32
Yearly $225,927.52 $237,224.00 $249,085.20 $261,539.41 $274,616.37 $234,512.72 $246,238.30 $258,550.24 $271,477.86 $285,051.79 537 Parks Lead Maintenance Worker AFSCME NE Hourly $44.2008 $46.4108 $48.7313 $51.1679 $53.7263 Monthly $7,661.47 $8,044.54 $8,446.76 $8,869.10 $9,312.56 Yearly $91,937.66 $96,534.46 $101,361.10 $106,429.23 $111,750.70 308 Parks Maintenance Manager Other Management E Hourly $68.3641 $71.7823 $75.3714 $79.1400 $83.0970 $70.9619 $74.5100 $78.2355 $82.1473 $86.2547
Monthly $11,849.78 $12,442.27 $13,064.38 $13,717.60 $14,403.48 $12,300.06 $12,915.07 $13,560.82 $14,238.87 $14,950.81
Yearly $142,197.33 $149,307.18 $156,772.51 $164,611.20 $172,841.76 $147,600.75 $154,980.80 $162,729.84 $170,866.38 $179,409.75 927 Parks Maintenance Supervisor Other Management E Hourly $54.6110 $57.3415 $60.2086 $63.2190 $66.3800 $56.6863 $59.5206 $62.4966 $65.6214 $68.9024
Monthly $9,465.91 $9,939.19 $10,436.16 $10,957.96 $11,505.87 $9,825.63 $10,316.90 $10,832.74 $11,374.38 $11,943.09
Yearly $113,590.88 $119,270.32 $125,233.89 $131,495.52 $138,070.40 $117,907.50 $123,802.85 $129,992.93 $136,492.51 $143,317.08 533 Parks Maintenance Worker AFSCME NE Hourly $32.9833 $34.6325 Monthly $5,717.11 $6,002.97
Yearly $68,605.26 $72,035.60
532 Parks Maintenance Worker I AFSCME NE Hourly $36.3640 $38.1822 $40.0913 $42.0959 $44.2007 Monthly $6,303.09 $6,618.25 $6,949.16 $7,296.62 $7,661.45 Yearly $75,637.12 $79,418.98 $83,389.90 $87,559.47 $91,937.46

5.9 Attachment 3 - CityDistrict Pay Plan for FY 2026-2027 Effective July 1, 2026 (redline) 185
City of Foster City / Estero Municipal Improvement District FY 2025-2026 2026-2027 Pay Plan
Effective July 1, 20256
Exhibit A
Code Classification Unit FLSA Salary Step 1 Step 2 Step 3 Step 4 Step 5 Step 6 530 Parks Maintenance Worker II AFSCME NE Hourly $40.0913 $42.0959 $44.2007 $46.4107 $48.7312 Monthly $6,949.16 $7,296.62 $7,661.45 $8,044.52 $8,446.74 Yearly $83,389.90 $87,559.47 $91,937.46 $96,534.26 $101,360.90 227 Planning Manager Other Management E Hourly $79.5052 $83.4805 $87.6545 $92.0372 $96.6391 $82.5265 $86.6528 $90.9854 $95.5347 $100.3114
Monthly $13,780.90 $14,469.95 $15,193.45 $15,953.11 $16,750.78 $14,304.59 $15,019.82 $15,770.80 $16,559.35 $17,387.31
Yearly $165,370.82 $173,639.44 $182,321.36 $191,437.38 $201,009.33 $171,655.12 $180,237.82 $189,249.63 $198,712.18 $208,647.68 543 Plans Examiner AFSCME NE Hourly $64.5334 $67.7601 $71.1481 $74.7055 $78.4408 Monthly $11,185.79 $11,745.08 $12,332.34 $12,948.95 $13,596.41 Yearly $134,229.47 $140,941.01 $147,988.05 $155,387.44 $163,156.86 201 Police Captain Other Management E Hourly $102.0676 $107.1710 $112.5296 $118.1561 $124.0639 $105.9462 $111.2435 $116.8057 $122.6460 $128.7783
Monthly $17,691.72 $18,576.31 $19,505.13 $20,480.39 $21,504.41 $18,364.01 $19,282.21 $20,246.32 $21,258.64 $22,321.58
Yearly $212,300.61 $222,915.68 $234,061.57 $245,764.69 $258,052.91 $220,368.10 $231,386.48 $242,955.86 $255,103.68 $267,858.92 602 Police Corporal FCPOA NE Hourly $66.5988 $69.9287 $73.4251 $77.0964 $80.9512 $0.0000 $66.5988 $69.9287 $73.4251 $77.0964 $80.9512 $84.9988
$72.4595 $76.0825 $79.8866 $83.8809 $88.0749 $92.4787
Monthly $11,543.79 $12,120.97 $12,727.02 $13,363.38 $14,031.54 $0.0000 $11,543.79 $12,120.97 $12,727.02 $13,363.38 $14,031.54 $14,733.12 $12,559.65 $13,187.63 $13,847.01 $14,539.36 $15,266.32 $16,029.63 Yearly $138,525.50 $145,451.70 $152,724.21 $160,360.51 $168,378.50 $0.0000 $138,525.50 $145,451.70 $152,724.21 $160,360.51 $168,378.50 $176,797.42 $150,715.76 $158,251.60 $166,164.13 $174,472.27 $183,195.79 $192,355.59 541 Police Dispatch Supervisor FCPOA NE Hourly $61.1698 $64.2283 $67.4397 $70.8117 $74.3523 $66.5528 $69.8804 $73.3744 $77.0431 $80.8953
Monthly $10,602.77 $11,132.91 $11,689.55 $12,274.03 $12,887.73 $11,535.82 $12,112.60 $12,718.23 $13,354.14 $14,021.85
Yearly $127,233.18 $133,594.86 $140,274.58 $147,288.34 $154,652.78 $138,429.82 $145,351.23 $152,618.75 $160,249.65 $168,262.23 535 Police Lead Dispatcher FCPOA NE Hourly $56.0323 $58.8339 $61.7756 $64.8644 $68.1076 $59.5623 $62.5404 $65.6674 $68.9508 $72.3984
Monthly $9,712.27 $10,197.88 $10,707.77 $11,243.16 $11,805.32 $10,324.13 $10,840.34 $11,382.35 $11,951.47 $12,549.05
Yearly $116,547.18 $122,374.51 $128,493.25 $134,917.95 $141,663.81 $123,889.58 $130,084.03 $136,588.19 $143,417.66 $150,588.63 206 Police Lieutenant Other Management E Hourly $88.7533 $93.1910 $97.8505 $102.7430 $107.8802 $92.1260 $96.7323 $101.5689 $106.6473 $111.9796
Monthly $15,383.91 $16,153.11 $16,960.75 $17,808.79 $18,699.23 $15,968.51 $16,766.93 $17,605.28 $18,485.53 $19,409.81
Yearly $184,606.86 $193,837.28 $203,529.04 $213,705.44 $224,390.82 $191,622.08 $201,203.18 $211,263.31 $221,826.38 $232,917.67 603 Police Officer FCPOA NE Hourly $60.1914 $63.2010 $66.3610 $69.6790 $73.1629 $0.0000 $60.1914 $63.2010 $66.3610 $69.6790 $73.1629 $76.8210
$65.4882 $68.7626 $72.2007 $75.8107 $79.6012 $83.5813
Monthly $10,433.18 $10,954.84 $11,502.57 $12,077.69 $12,681.57 $0.0000 $10,433.18 $10,954.84 $11,502.57 $12,077.69 $12,681.57 $13,315.65 $11,351.29 $11,918.85 $12,514.79 $13,140.52 $13,797.54 $14,487.42 Yearly $125,198.11 $131,458.08 $138,030.88 $144,932.32 $152,178.83 $0.0000 $125,198.11 $131,458.08 $138,030.88 $144,932.32 $152,178.83 $159,787.77 $136,215.46 $143,026.21 $150,177.46 $157,686.26 $165,570.50 $173,849.10 604 Police Officer Recruit FCPOA NE Hourly $54.5952 $57.3250 $59.3996 $62.3696
Monthly $9,463.17 $9,936.33
$10,295.93 $10,810.73
Yearly $113,558.02 $119,236.00
$123,551.17 $129,728.77
517 Police Records Specialist AFSCME NE Hourly $38.4535 $40.3762 $42.3950 $44.5148 $46.7405 Monthly $6,665.27 $6,998.54 $7,348.47 $7,715.90 $8,101.69 Yearly $79,983.28 $83,982.50 $88,181.60 $92,590.78 $97,220.24 540 Police Records Supervisor Other Management NE Hourly $53.3208 $55.9868 $58.7861 $61.7254 $64.8117 $55.3470 $58.1143 $61.0200 $64.0710 $67.2745
Monthly $9,242.27 $9,704.38 $10,189.59 $10,699.07 $11,234.03 $9,593.48 $10,073.15 $10,576.80 $11,105.64 $11,660.92
Yearly $110,907.26 $116,452.54 $122,275.09 $128,388.83 $134,808.34 $115,121.76 $120,877.74 $126,921.60 $133,267.68 $139,931.05

5.9 Attachment 3 - CityDistrict Pay Plan for FY 2026-2027 Effective July 1, 2026 (redline) 186
City of Foster City / Estero Municipal Improvement District FY 2025-2026 2026-2027 Pay Plan
Effective July 1, 20256
Exhibit A
Code Classification Unit FLSA Salary Step 1 Step 2 Step 3 Step 4 Step 5 Step 6 601 Police Sergeant FCPOA NE Hourly $72.8894 $76.5339 $80.3606 $84.3786 $88.5975 $0.0000 $72.8894 $76.5339 $80.3606 $84.3786 $88.5975 $93.0274
$79.3037 $83.2689 $87.4323 $91.8039 $96.3941 $101.2138
Monthly $12,634.16 $13,265.88 $13,929.17 $14,625.62 $15,356.90 $0.0000 $12,634.16 $13,265.88 $13,929.17 $14,625.62 $15,356.90 $16,124.75 $13,745.97 $14,433.28 $15,154.93 $15,912.68 $16,708.31 $17,543.72 Yearly $151,609.95 $159,190.51 $167,150.05 $175,507.49 $184,282.80 $0.0000 $151,609.95 $159,190.51 $167,150.05 $175,507.49 $184,282.80 $193,496.94 $164,951.70 $173,199.31 $181,859.18 $190,952.11 $200,499.73 $210,524.67 511 Police/Fire Dispatcher FCPOA NE Hourly $50.8230 $53.3641 $56.0323 $58.8339 $61.7756 Police Dispatcher $54.0248 $56.7260 $59.5623 $62.5404 $65.6675 Monthly $8,809.32 $9,249.78 $9,712.27 $10,197.88 $10,707.77 $9,364.30 $9,832.51 $10,324.13 $10,840.34 $11,382.36
Yearly $105,711.84 $110,997.33 $116,547.18 $122,374.51 $128,493.25 $112,371.58 $117,990.08 $123,889.58 $130,084.03 $136,588.32 932 Principal Accountant Other Management E Hourly $70.0011 $73.5012 $77.1763 $81.0351 $85.0869 $72.6612 $76.2943 $80.1090 $84.1145 $88.3202
Monthly $12,133.52 $12,740.21 $13,377.22 $14,046.08 $14,748.39 $12,594.61 $13,224.35 $13,885.56 $14,579.85 $15,308.84
Yearly $145,602.24 $152,882.52 $160,526.64 $168,552.96 $176,980.68 $151,135.30 $158,692.14 $166,626.72 $174,958.16 $183,706.02 931 Principal Building Inspector AFSCME E Hourly $64.5334 $67.7601 $71.1481 $74.7055 $78.4408 Monthly $11,185.79 $11,745.08 $12,332.34 $12,948.95 $13,596.41 Yearly $134,229.47 $140,941.01 $147,988.05 $155,387.44 $163,156.86 250 Principal Management Analyst Other Management E Hourly $77.0147 $80.8654 $84.9087 $89.1541 $93.6118 $79.9412 $83.9383 $88.1352 $92.5420 $97.1690
Monthly $13,349.21 $14,016.67 $14,717.51 $15,453.38 $16,226.05 $13,856.47 $14,549.31 $15,276.77 $16,040.61 $16,842.64
Yearly $160,190.58 $168,200.03 $176,610.10 $185,440.53 $194,712.54 $166,277.70 $174,591.66 $183,321.22 $192,487.36 $202,111.62 536 Public Works Lead Maintenance Worker AFSCME NE Hourly $45.0221 $47.2732 $49.6369 $52.1187 $54.7246 Monthly $7,803.83 $8,194.02 $8,603.73 $9,033.91 $9,485.60 Yearly $93,645.97 $98,328.26 $103,244.75 $108,406.90 $113,827.17 202 Public Works Maintenance Manager Other Management E Hourly $78.6187 $82.5496 $86.6771 $91.0110 $95.5615 $81.6063 $85.6866 $89.9709 $94.4694 $99.1928
Monthly $13,627.24 $14,308.60 $15,024.03 $15,775.24 $16,563.99 $14,145.09 $14,852.34 $15,594.96 $16,374.70 $17,193.43
Yearly $163,526.90 $171,703.17 $180,288.37 $189,302.88 $198,767.92 $169,741.10 $178,228.13 $187,139.47 $196,496.35 $206,321.10 213 Public Works Maintenance Superintendent Other Management E Hourly $68.3641 $71.7823 $75.3714 $79.1400 $83.0970 $70.9619 $74.5100 $78.2355 $82.1473 $86.2547
Monthly $11,849.78 $12,442.27 $13,064.38 $13,717.60 $14,403.48 $12,300.06 $12,915.07 $13,560.82 $14,238.87 $14,950.81
Yearly $142,197.33 $149,307.18 $156,772.51 $164,611.20 $172,841.76 $147,600.75 $154,980.80 $162,729.84 $170,866.38 $179,409.75 534 Public Works Maintenance Worker AFSCME NE Hourly $33.5963 $35.2761 Monthly $5,823.36 $6,114.52
Yearly $69,880.30 $73,374.29
531 Public Works Maintenance Worker I AFSCME NE Hourly $37.0398 $38.8918 $40.8364 $42.8782 $45.0221 Monthly $6,420.23 $6,741.25 $7,078.31 $7,432.22 $7,803.83 Yearly $77,042.78 $80,894.94 $84,939.71 $89,186.66 $93,645.97 529 Public Works Maintenance Worker II AFSCME NE Hourly $40.8364 $42.8782 $45.0221 $47.2732 $49.6369 Monthly $7,078.31 $7,432.22 $7,803.83 $8,194.02 $8,603.73 Yearly $84,939.71 $89,186.66 $93,645.97 $98,328.26 $103,244.75 265 Recreation Coordinator I AFSCME NE Hourly $42.2057 $44.3160 $46.5318 $48.8584 $51.3013 Monthly $7,315.65 $7,681.44 $8,065.51 $8,468.79 $8,892.23 Yearly $87,787.86 $92,177.28 $96,786.14 $101,625.47 $106,706.70 262 Recreation Coordinator II AFSCME NE Hourly $46.5318 $48.8584 $51.3013 $53.8664 $56.5597 Monthly $8,065.51 $8,468.79 $8,892.23 $9,336.84 $9,803.68 Yearly $96,786.14 $101,625.47 $106,706.70 $112,042.11 $117,644.18 907 Recreation Leader I Hrly/PT/Seasonal NE Hourly $17.85 $18.47 $19.12 $19.79 $20.4833 915 Recreation Leader II Hrly/PT/Seasonal NE Hourly $19.12 $19.79 $20.48 $21.21 $21.9590 908 Recreation Leader III Hrly/PT/Seasonal NE Hourly $20.48 $21.21 $21.96 $22.73 $23.5241 307 Recreation Manager Other Management E Hourly $67.2854 $70.6497 $74.1822 $77.8913 $81.7859 $69.8423 $73.3344 $77.0011 $80.8512 $84.8938
Monthly $11,662.80 $12,245.95 $12,858.25 $13,501.16 $14,176.22 $12,106.00 $12,711.30 $13,346.86 $14,014.21 $14,714.92
Yearly $139,953.63 $146,951.38 $154,298.98 $162,013.90 $170,114.67 $145,271.98 $152,535.55 $160,162.29 $168,170.50 $176,579.03

5.9 Attachment 3 - CityDistrict Pay Plan for FY 2026-2027 Effective July 1, 2026 (redline) 187
City of Foster City / Estero Municipal Improvement District FY 2025-2026 2026-2027 Pay Plan
Effective July 1, 20256
Exhibit A
Code Classification Unit FLSA Salary Step 1 Step 2 Step 3 Step 4 Step 5 Step 6 251 Senior Accountant Other Management E Hourly $60.4695 $63.4930 $66.6677 $70.0011 $73.5012 $62.7674 $65.9058 $69.2011 $72.6612 $76.2942
Monthly $10,481.38 $11,005.45 $11,555.73 $12,133.52 $12,740.21 $10,879.68 $11,423.67 $11,994.86 $12,594.61 $13,224.34
Yearly $125,776.56 $132,065.44 $138,668.82 $145,602.29 $152,882.50 $130,556.19 $137,084.06 $143,938.29 $151,135.30 $158,692.03 528 Senior Accounting Specialist AFSCME NE Hourly $41.7021 $43.7872 $45.9766 $48.2754 $50.6892 Monthly $7,228.36 $7,589.78 $7,969.28 $8,367.74 $8,786.13 Yearly $86,740.37 $91,077.38 $95,631.33 $100,412.83 $105,433.54 204 Senior Civil Engineer Other Management E Hourly $74.5983 $78.3282 $82.2446 $86.3568 $90.6746 $77.4330 $81.3046 $85.3698 $89.6383 $94.1202
Monthly $12,930.37 $13,576.89 $14,255.73 $14,968.51 $15,716.93 $13,421.72 $14,092.80 $14,797.43 $15,537.31 $16,314.17
Yearly $155,164.46 $162,922.66 $171,068.77 $179,622.14 $188,603.17 $161,060.64 $169,113.57 $177,569.18 $186,447.66 $195,770.09 253 Senior Human Resources Analyst Other Management E Hourly $64.0810 $67.2851 $70.6494 $74.1819 $77.8910 $66.5162 $69.8420 $73.3341 $77.0008 $80.8509
Monthly $11,107.37 $11,662.75 $12,245.90 $12,858.20 $13,501.11 $11,529.47 $12,105.95 $12,711.24 $13,346.81 $14,014.15
Yearly $133,288.48 $139,953.01 $146,950.75 $154,298.35 $162,013.28 $138,353.70 $145,271.36 $152,534.93 $160,161.66 $168,169.78 245 Senior Management Analyst Other Management E Hourly $66.9682 $70.3166 $73.8324 $77.5240 $81.4002 $69.5130 $72.9886 $76.6380 $80.4699 $84.4934
Monthly $11,607.82 $12,188.21 $12,797.62 $13,437.49 $14,109.37 $12,048.92 $12,651.36 $13,283.92 $13,948.12 $14,645.52
Yearly $139,293.86 $146,258.53 $153,571.39 $161,249.92 $169,312.42 $144,587.04 $151,816.29 $159,407.04 $167,377.39 $175,746.29 219 Senior Planner Other Management E Hourly $65.2233 $68.4845 $71.9087 $75.5041 $79.2793 $67.7018 $71.0869 $74.6412 $78.3733 $82.2919
Monthly $11,305.37 $11,870.65 $12,464.17 $13,087.38 $13,741.75 $11,734.98 $12,321.73 $12,937.81 $13,584.71 $14,263.93
Yearly $135,664.46 $142,447.76 $149,570.10 $157,048.53 $164,900.94 $140,819.74 $147,860.75 $155,253.70 $163,016.46 $171,167.18 247 Social Media / Communication Assistant AFSCME NE Hourly $44.2399 $46.4519 $48.7745 $51.2132 $53.7739 Communications Specialist Monthly $7,668.25 $8,051.66 $8,454.25 $8,876.95 $9,320.81 Yearly $92,018.99 $96,619.95 $101,450.96 $106,523.46 $111,849.71 525 Sr. Bldg Inspector AFSCME NE Hourly $58.5337 $61.4604 $64.5334 $67.7601 $71.1481 Monthly $10,145.84 $10,653.14 $11,185.79 $11,745.08 $12,332.34 Yearly $121,750.10 $127,837.63 $134,229.47 $140,941.01 $147,988.05 518 Sr. Comm. Services Officer AFSCME NE Hourly $40.3180 $42.3339 $44.4506 $46.6731 $49.0068 Monthly $6,988.45 $7,337.88 $7,704.77 $8,090.00 $8,494.51 Yearly $83,861.44 $88,054.51 $92,457.25 $97,080.05 $101,934.14 509 Sr. Engineering Technician AFSCME NE Hourly $47.0983 $49.4532 $51.9259 $54.5222 $57.2483 Monthly $8,163.71 $8,571.89 $9,000.49 $9,450.51 $9,923.04 Yearly $97,964.46 $102,862.66 $108,005.87 $113,406.18 $119,076.46 216 Sr. Systems Analyst Other Management E Hourly $61.4999 $64.5749 $67.8036 $71.1938 $74.7535 $63.8370 $67.0288 $70.3802 $73.8992 $77.5941
Monthly $10,659.98 $11,192.98 $11,752.62 $12,340.26 $12,957.27 $11,065.08 $11,618.33 $12,199.23 $12,809.19 $13,449.65
Yearly $127,919.79 $134,315.79 $141,031.49 $148,083.10 $155,487.28 $132,780.96 $139,419.90 $146,390.82 $153,710.34 $161,395.80 921 Technology Analyst I Other Management E Hourly $47.8797 $50.2737 $52.7874 $55.4268 $58.1981 $49.6991 $52.1841 $54.7933 $57.5330 $60.4096
Monthly $8,299.15 $8,714.11 $9,149.82 $9,607.31 $10,087.67 $8,614.51 $9,045.24 $9,497.51 $9,972.39 $10,471.00
Yearly $99,589.78 $104,569.30 $109,797.79 $115,287.74 $121,052.05 $103,374.13 $108,542.93 $113,970.06 $119,668.64 $125,652.03 922 Technology Analyst II Other Management E Hourly $54.3625 $57.0806 $59.9346 $62.9313 $66.0779 $56.4282 $59.2496 $62.2121 $65.3227 $68.5889
Monthly $9,422.83 $9,893.97 $10,388.66 $10,908.09 $11,453.50 $9,780.89 $10,269.93 $10,783.43 $11,322.60 $11,888.74
Yearly $113,074.00 $118,727.65 $124,663.97 $130,897.10 $137,442.03 $117,370.66 $123,239.17 $129,401.17 $135,871.22 $142,664.83 248 Videographer Hrly/PT/Seasonal NE Hourly* $20.00 $30.0000 Range*

5.9 Attachment 3 - CityDistrict Pay Plan for FY 2026-2027 Effective July 1, 2026 (redline) 188
City of Foster City / Estero Municipal Improvement District FY 2026-2027 Pay Plan
Effective July 1, 2026
Exhibit A
Code Classification Unit FLSA Salary Step 1 Step 2 Step 3 Step 4 Step 5 Step 6 229 Accountant I Other Management E Hourly $49.1229 $51.5790 $54.1579 $56.8658 $59.7091 Monthly $8,514.64 $8,940.36 $9,387.37 $9,856.74 $10,349.58 Yearly $102,175.63 $107,284.32 $112,648.43 $118,280.86 $124,194.93 923 Accountant II Other Management E Hourly $54.5785 $57.3074 $60.1728 $63.1814 $66.3405 Monthly $9,460.27 $9,933.28 $10,429.95 $10,951.44 $11,499.02 Yearly $113,523.28 $119,199.39 $125,159.42 $131,417.31 $137,988.24 516 Accounting Specialist AFSCME NE Hourly $37.8250 $39.7163 $41.7021 $43.7872 $45.9766 Monthly $6,556.33 $6,884.16 $7,228.36 $7,589.78 $7,969.28 Yearly $78,676.00 $82,609.90 $86,740.37 $91,077.38 $95,631.33 264 Administrative Assistant I AFSCME NE Hourly $39.1136 $41.0693 $43.1228 $45.2789 $47.5428 Monthly $6,779.69 $7,118.68 $7,474.62 $7,848.34 $8,240.75 Yearly $81,356.29 $85,424.14 $89,695.42 $94,180.11 $98,889.02 263 Administrative Assistant II AFSCME NE Hourly $43.1228 $45.2789 $47.5428 $49.9199 $52.4159 Monthly $7,474.62 $7,848.34 $8,240.75 $8,652.78 $9,085.42 Yearly $89,695.42 $94,180.11 $98,889.02 $103,833.39 $109,025.07 114 Administrative Services Director Executive Management E Hourly $112.7465 $118.3838 $124.3030 $130.5182 $137.0441 Monthly $19,542.73 $20,519.86 $21,545.85 $22,623.15 $23,754.31 Yearly $234,512.72 $246,238.30 $258,550.24 $271,477.86 $285,051.73 111 Assistant City Manager Executive Management E Hourly $125.8696 $132.1631 $138.7713 $145.7099 $152.9954 Monthly $21,817.40 $22,908.27 $24,053.69 $25,256.38 $26,519.20 Yearly $261,808.77 $274,899.25 $288,644.30 $303,076.59 $318,230.43 211 Assistant Engineer Other Management E Hourly $60.5995 $63.6295 $66.8110 $70.1515 $73.6591 Monthly $10,503.91 $11,029.11 $11,580.57 $12,159.59 $12,767.58 Yearly $126,046.96 $132,349.36 $138,966.88 $145,915.12 $153,210.93 225 Assistant Finance Director Other Management E Hourly $89.1950 $93.6548 $98.3375 $103.2544 $108.4171 Monthly $15,460.47 $16,233.50 $17,045.17 $17,897.43 $18,792.30 Yearly $185,525.60 $194,801.98 $204,542.00 $214,769.15 $225,507.57 220 Assistant Planner Other Management E Hourly $52.9814 $55.6305 $58.4120 $61.3326 $64.3992 Monthly $9,183.44 $9,642.62 $10,124.75 $10,630.98 $11,162.53 Yearly $110,201.31 $115,711.44 $121,496.96 $127,571.81 $133,950.34 207 Associate Civil Engineer Other Management E Hourly $67.3340 $70.7007 $74.2357 $77.9475 $81.8449 Monthly $11,671.23 $12,254.79 $12,867.52 $13,510.90 $14,186.45 Yearly $140,054.72 $147,057.46 $154,410.26 $162,130.80 $170,237.39 215 Associate Planner Other Management E Hourly $58.8707 $61.8142 $64.9049 $68.1501 $71.5576 Monthly $10,204.25 $10,714.46 $11,250.18 $11,812.68 $12,403.32 Yearly $122,451.06 $128,573.54 $135,002.19 $141,752.21 $148,839.81 507 Building Inspector AFSCME NE Hourly $53.0918 $55.7464 $58.5337 $61.4604 $64.5334 Monthly $9,202.58 $9,662.71 $10,145.84 $10,653.14 $11,185.79 Yearly $110,430.94 $115,952.51 $121,750.10 $127,837.63 $134,229.47 261 Building Lead Maintenance Worker AFSCME NE Hourly $44.2008 $46.4108 $48.7313 $51.1679 $53.7263 Monthly $7,661.47 $8,044.54 $8,446.76 $8,869.10 $9,312.56 Yearly $91,937.66 $96,534.46 $101,361.10 $106,429.23 $111,750.70 267 Building Maintenance Worker I AFSCME NE Hourly $37.7454 $39.6327 $41.6143 $43.6950 $45.8798 Monthly $6,542.54 $6,869.67 $7,213.15 $7,573.80 $7,952.50 Yearly $78,510.43 $82,436.02 $86,557.74 $90,885.60 $95,429.98 268 Building Maintenance Worker II AFSCME NE Hourly $41.8639 $43.9571 $46.1550 $48.4628 $50.8859 Monthly $7,256.41 $7,619.23 $8,000.20 $8,400.22 $8,820.22 Yearly $87,076.91 $91,430.77 $96,002.40 $100,802.62 $105,842.67 527 Building Permit Technician I AFSCME NE Hourly $39.1354 $41.0922 $43.1468 $45.3041 $47.5693 Monthly $6,783.47 $7,122.65 $7,478.78 $7,852.71 $8,245.35 Yearly $81,401.63 $85,471.78 $89,745.34 $94,232.53 $98,944.14 544 Building Permit Technician II AFSCME NE Hourly $43.5954 $45.7752 $48.0640 $50.4672 $52.9906 Monthly $7,556.54 $7,934.37 $8,331.09 $8,747.65 $9,185.04 Yearly $90,678.43 $95,212.42 $99,973.12 $104,971.78 $110,220.45 910 Building Serv. Assistant Hrly/PT/Seasonal NE Hourly $17.85 $18.47 $19.12 $19.79 $20.48 310 Building Services Coordinator AFSCME NE Hourly $37.7454 $39.6327 $41.6143 $43.6950 $45.8798 Monthly $6,542.54 $6,869.67 $7,213.15 $7,573.80 $7,952.50 Yearly $78,510.43 $82,436.02 $86,557.74 $90,885.60 $95,429.98 312 Building Services Coordinator Assistant Hrly/PT/Seasonal NE Hourly $20.48 $21.21 $21.96 $22.73 $23.52 309 Building/Fleet Maintenance Superintendent Other Management E Hourly $70.9619 $74.5100 $78.2355 $82.1473 $86.2547 Monthly $12,300.06 $12,915.07 $13,560.82 $14,238.87 $14,950.81 Yearly $147,600.75 $154,980.80 $162,729.84 $170,866.38 $179,409.78

5.9 Attachment 4 - CityDistrict Pay Plan for FY 2026-2027 Effective July 1, 2026 189
City of Foster City / Estero Municipal Improvement District FY 2026-2027 Pay Plan
Effective July 1, 2026
Exhibit A
Code Classification Unit FLSA Salary Step 1 Step 2 Step 3 Step 4 Step 5 Step 6 205 Chief Building Official Other Management E Hourly $85.4848 $89.7590 $94.2470 $98.9593 $103.9073 Monthly $14,817.37 $15,558.23 $16,336.15 $17,152.95 $18,010.60 Yearly $177,808.38 $186,698.72 $196,033.76 $205,835.34 $216,127.18 102 Chief of Police Executive Management E Hourly $125.8697 $132.1632 $138.7714 $145.7100 $152.9955 Monthly $21,817.41 $22,908.29 $24,053.71 $25,256.40 $26,519.22 Yearly $261,808.98 $274,899.46 $288,644.51 $303,076.80 $318,230.64 101 City Manager Executive Management E Hourly $175.6962 Monthly $30,454.00
Yearly $365,448.00
920 Clerical Assistant Hrly/PT/Seasonal NE Hourly $17.85 $18.47 $19.12 $19.79 $20.48 255 Code Enforcement Officer I AFSCME NE Hourly $38.2162 $40.1270 $42.1333 $44.2400 $46.4520 Monthly $6,624.14 $6,955.35 $7,303.11 $7,668.27 $8,051.68 Yearly $79,489.70 $83,464.16 $87,637.26 $92,019.20 $96,620.16 256 Code Enforcement Officer II AFSCME NE Hourly $50.0121 $52.5127 $55.1383 $57.8952 $60.7900 Monthly $8,668.76 $9,102.20 $9,557.31 $10,035.17 $10,536.93 Yearly $104,025.17 $109,226.42 $114,687.66 $120,422.02 $126,443.20 110 Communications Director / City Clerk Executive Management E Hourly $107.5928 $112.9724 $118.6210 $124.5521 $130.7797 Monthly $18,649.42 $19,581.88 $20,560.97 $21,589.03 $22,668.48 Yearly $223,793.02 $234,982.59 $246,731.68 $259,068.37 $272,021.78 266 Communications Manager Other Management E Hourly $60.8685 $63.9119 $67.1075 $70.4629 $73.9860 Monthly $10,550.54 $11,078.06 $11,631.97 $12,213.57 $12,824.24 Yearly $126,606.48 $132,936.75 $139,583.60 $146,562.83 $153,890.88 247 Communications Specialist AFSCME NE Hourly $44.2399 $46.4519 $48.7745 $51.2132 $53.7739 Monthly $7,668.25 $8,051.66 $8,454.25 $8,876.95 $9,320.81 Yearly $92,018.99 $96,619.95 $101,450.96 $106,523.46 $111,849.71 106 Community Development Director Executive Management E Hourly $112.7465 $118.3838 $124.3030 $130.5182 $137.0441 Monthly $19,542.73 $20,519.86 $21,545.85 $22,623.15 $23,754.31 Yearly $234,512.72 $246,238.30 $258,550.24 $271,477.86 $285,051.73 930 Cross-Connection Control Specialist AFSCME NE Hourly $45.0221 $47.2732 $49.6369 $52.1187 $54.7246 Monthly $7,803.83 $8,194.02 $8,603.73 $9,033.91 $9,485.60 Yearly $93,645.97 $98,328.26 $103,244.75 $108,406.90 $113,827.17 913 Department Intern Hrly/PT/Seasonal NE Hourly* $17.85 $30.00 234 Deputy City Clerk Other Management NE Hourly $48.6948 $51.1295 $53.6860 $56.3703 $59.1888 Monthly $8,440.43 $8,862.45 $9,305.57 $9,770.85 $10,259.39 Yearly $101,285.18 $106,349.36 $111,666.88 $117,250.22 $123,112.70 109 Deputy City Manager Executive Management E Hourly $118.3839 $124.3031 $130.5183 $137.0442 $143.8964 Monthly $20,519.88 $21,545.87 $22,623.17 $23,754.33 $24,942.04 Yearly $246,238.51 $258,550.45 $271,478.06 $285,051.94 $299,304.51 104 Director of Public Works Executive Management E Hourly $115.5019 $121.2770 $127.3408 $133.7078 $140.3932 Monthly $20,020.33 $21,021.35 $22,072.41 $23,176.02 $24,334.82 Yearly $240,243.95 $252,256.16 $264,868.86 $278,112.22 $292,017.86 924 Economic Development Manager Other Management E Hourly $84.4583 $88.6812 $93.1153 $97.7711 $102.6597 Monthly $14,639.44 $15,371.41 $16,139.99 $16,946.99 $17,794.35 Yearly $175,673.26 $184,456.90 $193,679.82 $203,363.89 $213,532.18 512 Engineering Manager Other Management E Hourly $93.2621 $97.9252 $102.8215 $107.9626 $113.3607 Monthly $16,165.43 $16,973.70 $17,822.39 $18,713.52 $19,649.19 Yearly $193,985.17 $203,684.42 $213,868.72 $224,562.21 $235,790.26 503 Equipment Maintenance Worker AFSCME NE Hourly $39.6296 $41.6111 $43.6917 $45.8763 $48.1701 Monthly $6,869.13 $7,212.59 $7,573.23 $7,951.89 $8,349.48 Yearly $82,429.57 $86,551.09 $90,878.74 $95,422.70 $100,193.81 107 Finance Director Executive Management E Hourly $112.7465 $118.3838 $124.3030 $130.5182 $137.0441 Monthly $19,542.73 $20,519.86 $21,545.85 $22,623.15 $23,754.31 Yearly $234,512.72 $246,238.30 $258,550.24 $271,477.86 $285,051.73 300 Financial Services Manager Other Management E Hourly $77.8281 $81.7195 $85.8055 $90.0958 $94.6006 Monthly $13,490.20 $14,164.71 $14,872.95 $15,616.61 $16,397.44 Yearly $161,882.45 $169,976.56 $178,475.44 $187,399.26 $196,769.25 928 Fleet Supervisor Other Management E Hourly $56.6863 $59.5206 $62.4966 $65.6214 $68.9025 Monthly $9,825.63 $10,316.90 $10,832.74 $11,374.38 $11,943.10 Yearly $117,907.50 $123,802.85 $129,992.93 $136,492.51 $143,317.20 925 Housing Coordinator Other Management NE Hourly $60.4457 $63.4680 $66.6414 $69.9735 $73.4722 Monthly $10,477.25 $11,001.12 $11,551.18 $12,128.74 $12,735.18 Yearly $125,727.06 $132,013.44 $138,614.11 $145,544.88 $152,822.18 929 Housing & Sustainability Manager Other Management E Hourly $79.6401 $83.6221 $87.8032 $92.1934 $96.8031 Monthly $13,804.28 $14,494.50 $15,219.22 $15,980.19 $16,779.20 Yearly $165,651.41 $173,933.97 $182,630.66 $191,762.27 $201,350.45

5.9 Attachment 4 - CityDistrict Pay Plan for FY 2026-2027 Effective July 1, 2026 190
City of Foster City / Estero Municipal Improvement District FY 2026-2027 Pay Plan
Effective July 1, 2026
Exhibit A
Code Classification Unit FLSA Salary Step 1 Step 2 Step 3 Step 4 Step 5 Step 6 404 Human Resources Analyst Other Management E Hourly $57.8388 $60.7307 $63.7672 $66.9556 $70.3034 Monthly $10,025.39 $10,526.65 $11,052.98 $11,605.64 $12,185.92 Yearly $120,304.70 $126,319.86 $132,635.78 $139,267.65 $146,231.07 252 Human Resources Manager Other Management E Hourly $84.4583 $88.6812 $93.1153 $97.7711 $102.6597 Monthly $14,639.44 $15,371.41 $16,139.99 $16,946.99 $17,794.35 Yearly $175,673.26 $184,456.90 $193,679.82 $203,363.89 $213,532.18 403 Human Resources Technician Other Management NE Hourly $45.3687 $47.6371 $50.0190 $52.5200 $55.1460 Monthly $7,863.91 $8,257.10 $8,669.96 $9,103.47 $9,558.64 Yearly $94,366.90 $99,085.17 $104,039.52 $109,241.60 $114,703.68 238 Information Technology Manager Other Management E Hourly $84.4583 $88.6812 $93.1153 $97.7711 $102.6597 Monthly $14,639.44 $15,371.41 $16,139.99 $16,946.99 $17,794.35 Yearly $175,673.26 $184,456.90 $193,679.82 $203,363.89 $213,532.18 926 Irrigation Technician AFSCME NE Hourly $44.2008 $46.4108 $48.7313 $51.1679 $53.7263 Monthly $7,661.47 $8,044.54 $8,446.76 $8,869.10 $9,312.56 Yearly $91,937.66 $96,534.46 $101,361.10 $106,429.23 $111,750.70 228 Management Analyst Other Management E Hourly $60.4457 $63.4680 $66.6414 $69.9735 $73.4722 Monthly $10,477.25 $11,001.12 $11,551.18 $12,128.74 $12,735.18 Yearly $125,727.06 $132,013.44 $138,614.11 $145,544.88 $152,822.18 233 Management Assistant Other Management E Hourly $41.3343 $43.4010 $45.5711 $47.8497 $50.2422 Monthly $7,164.61 $7,522.84 $7,898.99 $8,293.95 $8,708.65 Yearly $85,975.34 $90,274.08 $94,787.89 $99,527.38 $104,503.78 501 Mechanic I AFSCME NE Hourly $44.7839 $47.0231 $49.3743 $51.8430 $54.4352 Monthly $7,762.54 $8,150.67 $8,558.21 $8,986.12 $9,435.43 Yearly $93,150.51 $97,808.05 $102,698.54 $107,833.44 $113,225.22 520 Office Assistant I AFSCME NE Hourly $31.3595 $32.9275 Monthly $5,435.65 $5,707.43
Yearly $65,227.76 $68,489.20
519 Office Assistant II AFSCME NE Hourly $34.5738 $36.3025 $38.1176 $40.0235 $42.0247 Monthly $5,992.79 $6,292.43 $6,607.05 $6,937.41 $7,284.28 Yearly $71,913.50 $75,509.20 $79,284.61 $83,248.88 $87,411.38 108 Parks & Recreation Director Executive Management E Hourly $112.7465 $118.3838 $124.3030 $130.5182 $137.0441 Monthly $19,542.73 $20,519.86 $21,545.85 $22,623.15 $23,754.31 Yearly $234,512.72 $246,238.30 $258,550.24 $271,477.86 $285,051.73 537 Parks Lead Maintenance Worker AFSCME NE Hourly $44.2008 $46.4108 $48.7313 $51.1679 $53.7263 Monthly $7,661.47 $8,044.54 $8,446.76 $8,869.10 $9,312.56 Yearly $91,937.66 $96,534.46 $101,361.10 $106,429.23 $111,750.70 308 Parks Maintenance Manager Other Management E Hourly $70.9619 $74.5100 $78.2355 $82.1473 $86.2547 Monthly $12,300.06 $12,915.07 $13,560.82 $14,238.87 $14,950.81 Yearly $147,600.75 $154,980.80 $162,729.84 $170,866.38 $179,409.78 927 Parks Maintenance Supervisor Other Management E Hourly $56.6863 $59.5206 $62.4966 $65.6214 $68.9025 Monthly $9,825.63 $10,316.90 $10,832.74 $11,374.38 $11,943.10 Yearly $117,907.50 $123,802.85 $129,992.93 $136,492.51 $143,317.20 533 Parks Maintenance Worker AFSCME NE Hourly $32.9833 $34.6325 Monthly $5,717.11 $6,002.97
Yearly $68,605.26 $72,035.60
532 Parks Maintenance Worker I AFSCME NE Hourly $36.3640 $38.1822 $40.0913 $42.0959 $44.2007 Monthly $6,303.09 $6,618.25 $6,949.16 $7,296.62 $7,661.45 Yearly $75,637.12 $79,418.98 $83,389.90 $87,559.47 $91,937.46 530 Parks Maintenance Worker II AFSCME NE Hourly $40.0913 $42.0959 $44.2007 $46.4107 $48.7312 Monthly $6,949.16 $7,296.62 $7,661.45 $8,044.52 $8,446.74 Yearly $83,389.90 $87,559.47 $91,937.46 $96,534.26 $101,360.90 227 Planning Manager Other Management E Hourly $82.5265 $86.6528 $90.9854 $95.5347 $100.3114 Monthly $14,304.59 $15,019.82 $15,770.80 $16,559.35 $17,387.31 Yearly $171,655.12 $180,237.82 $189,249.63 $198,712.18 $208,647.71 543 Plans Examiner AFSCME NE Hourly $64.5334 $67.7601 $71.1481 $74.7055 $78.4408 Monthly $11,185.79 $11,745.08 $12,332.34 $12,948.95 $13,596.41 Yearly $134,229.47 $140,941.01 $147,988.05 $155,387.44 $163,156.86 201 Police Captain Other Management E Hourly $105.9462 $111.2435 $116.8057 $122.6460 $128.7783 Monthly $18,364.01 $19,282.21 $20,246.32 $21,258.64 $22,321.57 Yearly $220,368.10 $231,386.48 $242,955.86 $255,103.68 $267,858.86 602 Police Corporal FCPOA NE Hourly $72.4596 $76.0826 $79.8867 $83.8810 $88.0750 $92.4787 Monthly $12,559.66 $13,187.65 $13,847.03 $14,539.37 $15,266.33 $16,029.64 Yearly $150,715.97 $158,251.81 $166,164.34 $174,472.48 $183,196.00 $192,355.70

5.9 Attachment 4 - CityDistrict Pay Plan for FY 2026-2027 Effective July 1, 2026 191
City of Foster City / Estero Municipal Improvement District FY 2026-2027 Pay Plan
Effective July 1, 2026
Exhibit A
Code Classification Unit FLSA Salary Step 1 Step 2 Step 3 Step 4 Step 5 Step 6 541 Police Dispatch Supervisor FCPOA NE Hourly $66.5529 $69.8805 $73.3745 $77.0432 $80.8954 Monthly $11,535.84 $12,112.62 $12,718.25 $13,354.15 $14,021.87 Yearly $138,430.03 $145,351.44 $152,618.96 $160,249.86 $168,262.43 535 Police Lead Dispatcher FCPOA NE Hourly $59.5624 $62.5405 $65.6675 $68.9509 $72.3984 Monthly $10,324.15 $10,840.35 $11,382.37 $11,951.49 $12,549.06 Yearly $123,889.79 $130,084.24 $136,588.40 $143,417.87 $150,588.67 206 Police Lieutenant Other Management E Hourly $92.1259 $96.7322 $101.5688 $106.6472 $111.9796 Monthly $15,968.49 $16,766.91 $17,605.26 $18,485.51 $19,409.80 Yearly $191,621.87 $201,202.98 $211,263.10 $221,826.18 $232,917.57 603 Police Officer FCPOA NE Hourly $65.4882 $68.7626 $72.2007 $75.8107 $79.6012 $83.5813 Monthly $11,351.29 $11,918.85 $12,514.79 $13,140.52 $13,797.54 $14,487.43 Yearly $136,215.46 $143,026.21 $150,177.46 $157,686.26 $165,570.50 $173,849.10 604 Police Officer Recruit FCPOA NE Hourly $59.3996 $62.3696 Monthly $10,295.93 $10,810.73
Yearly $123,551.17 $129,728.77
517 Police Records Specialist AFSCME NE Hourly $38.4535 $40.3762 $42.3950 $44.5148 $46.7405 Monthly $6,665.27 $6,998.54 $7,348.47 $7,715.90 $8,101.69 Yearly $79,983.28 $83,982.50 $88,181.60 $92,590.78 $97,220.24 540 Police Records Supervisor Other Management NE Hourly $55.3470 $58.1143 $61.0200 $64.0710 $67.2745 Monthly $9,593.48 $10,073.15 $10,576.80 $11,105.64 $11,660.91 Yearly $115,121.76 $120,877.74 $126,921.60 $133,267.68 $139,930.96 601 Police Sergeant FCPOA NE Hourly $79.3037 $83.2689 $87.4323 $91.8039 $96.3941 $101.2138 Monthly $13,745.97 $14,433.28 $15,154.93 $15,912.68 $16,708.31 $17,543.73 Yearly $164,951.70 $173,199.31 $181,859.18 $190,952.11 $200,499.73 $210,524.70 511 Police Dispatcher FCPOA NE Hourly $54.0249 $56.7261 $59.5624 $62.5405 $65.6675 Monthly $9,364.32 $9,832.52 $10,324.15 $10,840.35 $11,382.37 Yearly $112,371.79 $117,990.29 $123,889.79 $130,084.24 $136,588.40 932 Principal Accountant Other Management E Hourly $72.6612 $76.2943 $80.1090 $84.1145 $88.3202 Monthly $12,594.61 $13,224.35 $13,885.56 $14,579.85 $15,308.83 Yearly $151,135.30 $158,692.14 $166,626.72 $174,958.16 $183,706.02 931 Principal Building Inspector AFSCME E Hourly $64.5334 $67.7601 $71.1481 $74.7055 $78.4408 Monthly $11,185.79 $11,745.08 $12,332.34 $12,948.95 $13,596.41 Yearly $134,229.47 $140,941.01 $147,988.05 $155,387.44 $163,156.86 250 Principal Management Analyst Other Management E Hourly $79.9412 $83.9383 $88.1352 $92.5420 $97.1691 Monthly $13,856.47 $14,549.31 $15,276.77 $16,040.61 $16,842.64 Yearly $166,277.70 $174,591.66 $183,321.22 $192,487.36 $202,111.73 536 Public Works Lead Maintenance Worker AFSCME NE Hourly $45.0221 $47.2732 $49.6369 $52.1187 $54.7246 Monthly $7,803.83 $8,194.02 $8,603.73 $9,033.91 $9,485.60 Yearly $93,645.97 $98,328.26 $103,244.75 $108,406.90 $113,827.17 202 Public Works Maintenance Manager Other Management E Hourly $81.6063 $85.6866 $89.9709 $94.4694 $99.1929 Monthly $14,145.09 $14,852.34 $15,594.96 $16,374.70 $17,193.44 Yearly $169,741.10 $178,228.13 $187,139.47 $196,496.35 $206,321.23 213 Public Works Maintenance Superintendent Other Management E Hourly $70.9619 $74.5100 $78.2355 $82.1473 $86.2547 Monthly $12,300.06 $12,915.07 $13,560.82 $14,238.87 $14,950.81 Yearly $147,600.75 $154,980.80 $162,729.84 $170,866.38 $179,409.78 534 Public Works Maintenance Worker AFSCME NE Hourly $33.5963 $35.2761 Monthly $5,823.36 $6,114.52
Yearly $69,880.30 $73,374.29
531 Public Works Maintenance Worker I AFSCME NE Hourly $37.0398 $38.8918 $40.8364 $42.8782 $45.0221 Monthly $6,420.23 $6,741.25 $7,078.31 $7,432.22 $7,803.83 Yearly $77,042.78 $80,894.94 $84,939.71 $89,186.66 $93,645.97 529 Public Works Maintenance Worker II AFSCME NE Hourly $40.8364 $42.8782 $45.0221 $47.2732 $49.6369 Monthly $7,078.31 $7,432.22 $7,803.83 $8,194.02 $8,603.73 Yearly $84,939.71 $89,186.66 $93,645.97 $98,328.26 $103,244.75 265 Recreation Coordinator I AFSCME NE Hourly $42.2057 $44.3160 $46.5318 $48.8584 $51.3013 Monthly $7,315.65 $7,681.44 $8,065.51 $8,468.79 $8,892.23 Yearly $87,787.86 $92,177.28 $96,786.14 $101,625.47 $106,706.70 262 Recreation Coordinator II AFSCME NE Hourly $46.5318 $48.8584 $51.3013 $53.8664 $56.5597 Monthly $8,065.51 $8,468.79 $8,892.23 $9,336.84 $9,803.68 Yearly $96,786.14 $101,625.47 $106,706.70 $112,042.11 $117,644.18 907 Recreation Leader I Hrly/PT/Seasonal NE Hourly $17.85 $18.47 $19.12 $19.79 $20.48 915 Recreation Leader II Hrly/PT/Seasonal NE Hourly $19.12 $19.79 $20.48 $21.21 $21.96 908 Recreation Leader III Hrly/PT/Seasonal NE Hourly $20.48 $21.21 $21.96 $22.73 $23.52

5.9 Attachment 4 - CityDistrict Pay Plan for FY 2026-2027 Effective July 1, 2026 192
City of Foster City / Estero Municipal Improvement District FY 2026-2027 Pay Plan
Effective July 1, 2026
Exhibit A
Code Classification Unit FLSA Salary Step 1 Step 2 Step 3 Step 4 Step 5 Step 6 307 Recreation Manager Other Management E Hourly $69.8423 $73.3344 $77.0011 $80.8512 $84.8938 Monthly $12,106.00 $12,711.30 $13,346.86 $14,014.21 $14,714.93 Yearly $145,271.98 $152,535.55 $160,162.29 $168,170.50 $176,579.10 251 Senior Accountant Other Management E Hourly $62.7674 $65.9058 $69.2011 $72.6612 $76.2943 Monthly $10,879.68 $11,423.67 $11,994.86 $12,594.61 $13,224.35 Yearly $130,556.19 $137,084.06 $143,938.29 $151,135.30 $158,692.14 528 Senior Accounting Specialist AFSCME NE Hourly $41.7021 $43.7872 $45.9766 $48.2754 $50.6892 Monthly $7,228.36 $7,589.78 $7,969.28 $8,367.74 $8,786.13 Yearly $86,740.37 $91,077.38 $95,631.33 $100,412.83 $105,433.54 204 Senior Civil Engineer Other Management E Hourly $77.4330 $81.3047 $85.3699 $89.6384 $94.1203 Monthly $13,421.72 $14,092.81 $14,797.45 $15,537.32 $16,314.19 Yearly $161,060.64 $169,113.78 $177,569.39 $186,447.87 $195,770.22 253 Senior Human Resources Analyst Other Management E Hourly $66.5162 $69.8420 $73.3341 $77.0008 $80.8508 Monthly $11,529.47 $12,105.95 $12,711.24 $13,346.81 $14,014.14 Yearly $138,353.70 $145,271.36 $152,534.93 $160,161.66 $168,169.66 245 Senior Management Analyst Other Management E Hourly $69.5130 $72.9886 $76.6380 $80.4699 $84.4934 Monthly $12,048.92 $12,651.36 $13,283.92 $13,948.12 $14,645.52 Yearly $144,587.04 $151,816.29 $159,407.04 $167,377.39 $175,746.27 219 Senior Planner Other Management E Hourly $67.7017 $71.0868 $74.6411 $78.3732 $82.2919 Monthly $11,734.96 $12,321.71 $12,937.79 $13,584.69 $14,263.93 Yearly $140,819.54 $147,860.54 $155,253.49 $163,016.26 $171,167.15 525 Sr. Bldg Inspector AFSCME NE Hourly $58.5337 $61.4604 $64.5334 $67.7601 $71.1481 Monthly $10,145.84 $10,653.14 $11,185.79 $11,745.08 $12,332.34 Yearly $121,750.10 $127,837.63 $134,229.47 $140,941.01 $147,988.05 518 Sr. Comm. Services Officer AFSCME NE Hourly $40.3180 $42.3339 $44.4506 $46.6731 $49.0068 Monthly $6,988.45 $7,337.88 $7,704.77 $8,090.00 $8,494.51 Yearly $83,861.44 $88,054.51 $92,457.25 $97,080.05 $101,934.14 509 Sr. Engineering Technician AFSCME NE Hourly $47.0983 $49.4532 $51.9259 $54.5222 $57.2483 Monthly $8,163.71 $8,571.89 $9,000.49 $9,450.51 $9,923.04 Yearly $97,964.46 $102,862.66 $108,005.87 $113,406.18 $119,076.46 216 Sr. Systems Analyst Other Management E Hourly $63.8369 $67.0287 $70.3801 $73.8991 $77.5941 Monthly $11,065.06 $11,618.31 $12,199.22 $12,809.18 $13,449.64 Yearly $132,780.75 $139,419.70 $146,390.61 $153,710.13 $161,395.73 921 Technology Analyst I Other Management E Hourly $49.6991 $52.1841 $54.7933 $57.5330 $60.4097 Monthly $8,614.51 $9,045.24 $9,497.51 $9,972.39 $10,471.01 Yearly $103,374.13 $108,542.93 $113,970.06 $119,668.64 $125,652.18 922 Technology Analyst II Other Management E Hourly $56.4282 $59.2496 $62.2121 $65.3227 $68.5888 Monthly $9,780.89 $10,269.93 $10,783.43 $11,322.60 $11,888.73 Yearly $117,370.66 $123,239.17 $129,401.17 $135,871.22 $142,664.70 248 Videographer Hrly/PT/Seasonal NE Hourly* $20.00 $30.00 Range*

5.9 Attachment 4 - CityDistrict Pay Plan for FY 2026-2027 Effective July 1, 2026 193
DATE: July 20, 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: Andrew Brozyna, Public Works Director
Laura Galli, Engineering Manager
Francine Magno, Senior Civil Engineer
DEPARTMENT: Public Works
SUBJECT: AWARD OF A MASTER PROFESSIONAL SERVICES
AGREEMENT WITH THE SELECTED TWENTY-EIGHT (28)

CONSULTANTS FOR ON-CALL SERVICES IN CIVIL

ENGINEERING, CONSTRUCTION MANAGEMENT &

INSPECTION, ENVIRONMENTAL, MATERIALS TESTING,

MECHANICAL, ELECTRICAL & PLUMBING ENGINEERING,

STRUCTURAL ENGINEERING, AND TRAFFIC ENGINEERING

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

1. The Mayor/President to execute twenty-eight (28) master professional services agreements (master agreements) for a three-year term for on-call services in Civil Engineering, Construction Management & Inspection, Environmental, Materials Testing, Mechanical, Electrical & Plumbing Engineering, Structural Engineering, and Traffic Engineering; and

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

3. The City/District Manager (City Manager) to extend the agreements on a yearly basis

5.10 Staff Report
194
for up to two additional years.

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

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

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

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

In May 2026, staff issued a request for proposal/qualifications (RFP/Q) to solicit proposals/qualifications from experienced consulting firms to provide on-call professional services across multiple disciplines to support the Public Works Engineering Division. The RFP/Q was posted on the Foster City website and was distributed to over 100 engineering and specialty consulting firms, and an agency that advertises projects for the benefit of consultant clients. The table below summarizes the various services areas requested in the RFP/Q and the number of proposals the City received in each category on the due date of June 4, 2026.

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Service Area Proposals Received
Civil Engineering 11
Construction Management & Inspection 15
Energy & Sustainability Planning 2
Environmental Services 10
Materials Testing 7
Mechanical, Electrical & Plumbing Engineering 3
Staff Augmentation 7
Structural Engineering 5
Surveying 4
Traffic Engineering 5
Water Resources Engineering 7
Total Number of Proposals Received 76
An evaluation committee consisting of six Engineering staff reviewed and scored the proposals for their area(s) of expertise. The selected firms have been determined well qualified, in addition to meeting the criteria established by the RFP/Q.

There are 27 continuing and 42 new CIP projects identified in the City’s 5-year CIP that was adopted on June 15, 2026. The City Council/District Board has consistently authorized the use of consultant support services to augment staff to deliver the City’s Capital Improvement program.

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

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

A master agreement that involves on-call professional services only provides a list of qualified and vetted consulting firms. Once a master agreement is in place with the firm

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identified, staff interacts with these firms on an as-needed basis to find the most appropriate level of expertise and knowledge to carry out a specific task or project.

Staff requests approval of two (2) to four (4) agreements within each discipline to ensure availability of on-call personnel and commensurate with expected amount of work, as well as to provide the City with additional depth of resources and expertise to draw upon. These firms often have limited staff serving many jurisdictions and therefore contracting with only one firm could slow down response times. Each of the selected firms has experience providing similar services to municipalities around the Bay Area.

Civil Engineering Services
While two to four firms were selected for each of the specific civil engineering service areas (General Civil, Energy & Sustainability Planning, Water Resources, and Staff Augmentation), several firms are qualified to provide services for multiple service areas.

As such, the selected firms are grouped under the Civil Engineering category to allow for flexibility in contracting. The selected firms, as listed below, shall provide assistance not only in the development of plans and technical specifications for Capital Improvement Projects but they will also support the following disciplines, as applicable to their areas of expertise: pavement resurfacing, drainage, roadways and street improvements (including curbs, gutters, medians, driveways, sidewalks, bicycle and pedestrian enhancements), ADA compliance, park pathways; sanitary sewer, water, energy & sustainability planning, private land development review, map review, building permit application review, stormwater compliance, staff augmentation, updates to City Standard Details and Specifications, grant application preparation, and other related services that are consistent with the consultant’s professional qualifications and expertise.

The selected ten (10) firms for Civil Engineering Services are:
 Blair, Church & Flynn Consulting Engineers (Civil and Energy & Sustainability Planning)
 Nichols Consulting Engineers (Civil)
 NV5 (Civil and Staff Augmentation)
 Verde Design (Civil)
 Integrated Design 360 (Energy & Sustainability Planning)  CSG Consultants (Civil, Water Resources, and Staff Augmentation)  Ghirardelli Associates (Staff Augmentation
 HydroScience Engineers (Water Resources)
 Carollo Engineers (Water Resources)
 Schaaf & Wheeler Consulting Civil Engineers (Water Resources) Surveying
The selected two (2) firms (Kier & Wright Civil Engineers and Surveyors and WHB Engineers) shall provide the following services: support for right of way acquisition, field

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surveying, preparation of plats and legal descriptions for right of way and easement acquisitions, subdivision and parcel map review, tentative and final map review for private land development projects, construction staking, quality control for contractor staking, conduct topographic surveys, design survey support for City projects, base mapping, and other relevant services as identified by staff.

Construction Management and Inspection Services
The selected four (4) firms (Ghirardelli Associates, Kennedy/Jenks Consultants, Marina Construction Management, and Swinerton Management & Consulting) shall provide the following services:
 Construction management, project management, monitoring and testing, administration, and coordination services
 Construction inspection, materials inspection, testing coordination, and quality assurance/quality control services
 Design document review for coordination, constructability, and completeness  Cost estimation of construction documents and construction changes  Construction claim avoidance and resolution
 Federal-aid construction and administration requirements (desired but not required)
 Coordination and review of materials testing, laboratory services, and specialty inspections
 Materials Testing and specialty inspection and testing services  Storm Water Quality Inspections/ SWPPP inspection and monitoring  Public Outreach support and stakeholder coordination
 Support for project acceptance, final inspections, closeout including warranty inspections, and preparation of record documents
Environmental Services
The selected three (3) firms (David J. Powers & Associates, Huffman-Broadway Group, and TRC Engineers) shall prepare permit applications and supporting documentation to obtain authorizations from regulatory agencies, prepare surveys and impact analyses for CEQA and NEPA review, perform on-site monitoring during construction, perform biological surveys and analysis, prepare mitigation plans to satisfy regulatory agency approval, prepare technical reports for regulatory agencies, and other relevant services as identified.

Materials Testing Services
The selected two (2) firms (Consolidated Engineering Laboratories and Inspections Services) shall perform specialty testing for CIP and other infrastructure projects during construction including soils (soil compaction) and asphalt paving borings, laboratory testing, non-destructive testing, pavement condition surveys, materials testing for asphalt (AC compaction), concrete, masonry, and steel (welding, coatings, reinforcing

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steel), site investigations, and other relevant services as identified in accordance with project specifications and regulatory requirements.

Mechanical, Electrical & Plumbing Engineering Services
The selected two (2) firms (Advance Design Consultants and Interface Engineering) shall provide engineering services including evaluations and condition assessments of existing systems; preparation of engineering studies and technical reports; preparation of plans, specifications, and cost estimates for various Capital Improvement Projects including elevators, heating ventilation and air conditioning (HVAC), electric vehicle charging, electrical systems at pump stations or within buildings, fire protection systems, energy efficiency and sustainability analyses; and other relevant services as identified.

Structural Engineering Services
The selected three (3) firms (Biggs Cardosa Associates, Moffat & Nichol, ZFA Structural Engineers) shall provide engineering design services and preparation of plans, specifications, and cost estimates for Capital Improvement Projects including vertical structures (buildings, retaining walls, bulkheads, bridges); structural evaluations and condition assessments for renovations, retrofits, rehabilitations, and replacements of existing structures; peer review of structural design and constructability reviews; emergency structural evaluations, damage assessments, stabilization recommendations, and engineering support for urgent repairs; and other relevant services as identified.

Traffic Engineering and Transportation Services
The selected three (3) firms (Fehr & Peers, Hexagon Transportation Consultants, and Traffic Patterns) shall provide services to design transportation-related projects throughout the City including those identified in the CIP. Work may include performing traffic counts, traffic studies and modeling; conducting speed surveys; preparation of traffic calming plans; preparation of signage and striping plans; preparation of traffic control plans; performing signal design and signal timing assessments; evaluating warrants for stop signs, traffic signals, etc.; preparation of studies and reports; design of bicycle facilities, pedestrian facilities, and accessibility enhancements; evaluation of Traffic Review Committee requests; review of development applications, traffic impact analyses, and site circulation plans; and other relevant services as identified.

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

The letter proposal will set forth the scope, fee, personnel, and time of performance for the task. Staff will review the letter and negotiate scope and fee. The letter proposals will be approved through a task order under the master agreement for a not-to-exceed

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amount for City funded projects; and without limitation for non-City funded projects such as those that support private land development review which are reimbursable and costs are “passed through” to the developer or utility company.

The master agreement includes the same language as the City’s standard professional services agreement, and will specify the billing rates, personnel to be assigned, and other terms as identified in the City’s standard professional services agreement. The master agreement has been reviewed by the City Attorney. Each agreement will be for three years from July 20, 2026 through July 19, 2029, with an option to extend yearly for up to two additional years.

A large number of Capital Improvement Projects will utilize one or more of these contracts for design and construction services. Priority projects that are expected to utilize these contracts in the next year include: Lagoon Pump Station Rehabilitation and Capacity Enhancement (301-717), Lagoon Intake Structure Rehabilitation (301- 721), Install Electric Vehicle Charging Stations (301-725), Bicycle and Pedestrian Improvements, Street Rehabilitation (FY26/27), Emergency Generator Replacement (455-705), Transportation Safety Signalization Upgrades (301-698), Shell Bridge Sanitary Sewer Force Main Rehabilitation (455-710), Light Installation at Boothbay Park (301-713), Renovate Elevators in City Buildings (301-708), and Install Rear Security Gates (301-707).

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

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

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

The costs of these services are budgeted in the operating program or capital project for which the services are needed or paid for by the fees obtained from developers for any work associated with land development projects. No additional appropriations are requested at this time.

If a scope of work exceeds the City Manager’s authority of $50,000, staff will return to the City Council to seek approval to award the task. Tasks that support private land

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development review are reimbursable, and the costs of these services would be authorized at staff level. Staff collects a deposit from the developer based on the negotiated proposal amount prior to the work being performed.

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

Attachment 1 – City Resolution
Attachment 2 – EMID Resolution
Attachment 3 – Master Professional Services Agreement – Blair, Church & Flynn Consulting Engineers
Attachment 4 – Master Professional Services Agreement – Nichols Consulting Engineers
Attachment 5 – Master Professional Services Agreement – NV5 Attachment 6 – Master Professional Services Agreement – Verde Design Attachment 7 – Master Professional Services Agreement – Integrated Design 360 Attachment 8 – Master Professional Services Agreement – CSG Consultants Attachment 9 – Master Professional Services Agreement – Ghirardelli Associates Attachment 10 – Master Professional Services Agreement – HydroScience Engineers Attachment 11 – Master Professional Services Agreement – Carollo Engineers Attachment 12 – Master Professional Services Agreement – Schaaf & Wheeler Consulting Civil Engineers
Attachment 13 – Master Professional Services Agreement – Kennedy/Jenks Consultants
Attachment 14 – Master Professional Services Agreement – Marina Construction Management
Attachment 15 – Master Professional Services Agreement– Swinerton Management & Consulting
Attachment 16 – Master Professional Services Agreement– David J. Powers & Associates
Attachment 17 – Master Professional Services Agreement – Huffman-Broadway Group Attachment 18 – Master Professional Services Agreement – TRC Engineers Attachment 19 – Master Professional Services Agreement – Consolidated Engineering Laboratories
Attachment 20 – Master Professional Services Agreement – ISI Inspection Services Attachment 21 – Master Professional Services Agreement – Advance Design Consultants
Attachment 22 – Master Professional Services Agreement – Interface Engineering Attachment 23 – Master Professional Services Agreement – Biggs Cardosa Associates Attachment 24 – Master Professional Services Agreement – Moffatt & Nichol Attachment 25 – Master Professional Services Agreement – ZFA Structural Engineers

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Attachment 26 – Master Professional Services Agreement – Kier & Wright Civil Engineers and Surveyors
Attachment 27 – Master Professional Services Agreement – WHB Engineers Attachment 28 – Master Professional Services Agreement – Fehr & Peers Attachment 29 – Master Professional Services Agreement – Hexagon Transportation Consultants
Attachment 30 – Master Professional Services Agreement – Traffic Patterns

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RESOLUTION NO.____________

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

AUTHORIZING THE MAYOR TO EXECUTE MASTER PROFESSIONAL SERVICE AGREEMENTS WITH THE SELECTED TWENTY-EIGHT (28) CONSULTANTS (BLAIR,

CHURCH & FLYNN CONSULTING ENGINEERS, NICHOLS CONSULTING ENGINEERS, NV5, VERDE DESIGN, INTEGRATED DESIGN 360, CSG

CONSULTANTS, GHIRARDELLI ASSOCIATES, KIER & WRIGHT CIVIL ENGINEERS

AND SURVEYORS, WHB ENGINEERS, HYDROSCIENCE ENGINEERS, CAROLLO

ENGINEERS, SCHAAF & WHEELER CONSULTING CIVIL ENGINEERS,

KENNEDY/JENKS CONSULTANTS, MARINA CONSTRUCTION MANAGEMENT, SWINERTON MANAGEMENT & CONSULTING, DAVID J. POWERS & ASSOCIATES,

HUFFMAN-BROADWAY GROUP, TRC ENGINEERS, CONSOLIDATED

ENGINEERING LABORATORIES, ISI INSPECTION SERVICES, ADVANCE DESIGN

CONSULTANTS, INTERFACE ENGINEERING, BIGGS CARDOSA ASSOCIATES,

MOFFATT & NICHOL, ZFA STRUCTURAL ENGINEERS, FEHR & PEERS, HEXAGON

TRANSPORTATION CONSULTANTS, AND TRAFFIC PATTERNS) FOR ON-CALL

SERVICES IN CIVIL ENGINEERING, CONSTRUCTION MANAGEMENT &

INSPECTION, MATERIALS TESTING, MECHANICAL, ELECTRICAL & PLUMBING

ENGINEERING, STRUCTURAL ENGINEERING, AND TRAFFIC ENGINEERING AND

FINDING THAT THE PROJECT IS CATEGORICALLY EXEMPT PURSUANT TO THE

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) GUIDELINES SECTION 15061(B)(3)

CITY OF FOSTER CITY
WHEREAS, in May 2026, staff issued a Request for Proposals and/or Qualifications (RFP/Q) for specialized limited-term project-based professional services to allow qualified consultants to assist the Public Works Department; and WHEREAS, seventy-six proposals for services in Civil Engineering, Construction Management and Inspection, Materials Testing, Mechanical, Electrical & Plumbing Engineering, Structural Engineering, and Traffic Engineering were received on June 4, 2026; and
WHEREAS, twenty-eight firms were found to be well qualified and met the criteria established in the RFP/Q; and
WHEREAS, the City wishes to enter into agreements with Blair, Church & Flynn Consulting Engineers, Nichols Consulting Engineers, NV5, Verde Design, Integrated Design 360, CSG Consultants, Ghirardelli Associates, Kier & Wright Civil Engineers and Surveyors, WHB Engineers, HydroScience Engineers, Carollo Engineers, Schaaf & Wheeler Consulting Civil Engineers, Kennedy/Jenks Consultants, Marina Construction Management, Swinerton Management & Consulting, David J. Powers & Associates, Huffman-Broadway Group, TRC Engineers, Consolidated Engineering Laboratories, ISI

5.10 Attachment 1 - City Resolution
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Inspection Services, Advance Design Consultants, Interface Engineering, Biggs Cardosa Associates, Moffatt & Nichol, ZFA Structural Engineers, Fehr & Peers, Hexagon Transportation Consultants, and Traffic Patterns for a term through July 20, 2029; and WHEREAS, current and upcoming Capital Improvement Projects will require specific areas of technical and professional expertise from qualified consultants to assist the work of staff; and
WHEREAS, the use of multi-year master professional service agreements assists the timely delivery of capital improvement projects and programs/services to maintain the City’s infrastructure by augmenting staff resources; and WHEREAS, the proposed action is consistent with the City’s purchasing policy.

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

1. The award of three-year master professional service agreements dated July 20, 2026 with:
a. Blair, Church & Flynn Consulting Engineers, Nichols Consulting Engineers, NV5, Verde Design, Integrated Design 360, CSG Consultants, Ghirardelli Associates, HydroScience Engineers, Carollo Engineers, and Schaaf & Wheeler Consulting Civil Engineers for on-call civil engineering services;
b. Ghirardelli Associates, Kennedy/Jenks Consultants, Marina Construction Management, and Swinerton Management & Consulting for on-call construction management & inspections services; c. David J. Powers & Associates, Huffman-Broadway Group, and TRC Engineers for on-call environmental services;
d. Consolidated Engineering Laboratories and ISI Inspection Services for on-call materials testing services;
e. Advance Design Consultants and Interface Engineering for on-call mechanical, electrical & plumbing engineering services; f. Biggs Cardosa Associates, Moffatt & Nichol, and ZFA Structural Engineers for on-call structural engineering services;
g. Kier & Wright Civil Engineers and Surveyors and WHB Engineers for on-call surveying services;
h. Fehr & Peers, Hexagon Transportation Consultants, and Traffic Patterns for on-call traffic engineering and transportation services; and

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

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

PASSED AND ADOPTED as a resolution of the City Council of the City of Foster City at the regular meeting held on the 20th day of July, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ART KIESEL, MAYOR
ATTEST:

PRISCILLA SCHAUS, CITY CLERK

5.10 Attachment 1 - City Resolution
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RESOLUTION NO.____________

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ESTERO MUNICIPAL

IMPROVEMENT DISTRICT AUTHORIZING THE DISTRICT PRESIDENT TO EXECUTE

MASTER PROFESSIONAL SERVICE AGREEMENTS WITH THE SELECTED TWENTY-EIGHT (28) CONSULTANTS (BLAIR, CHURCH & FLYNN CONSULTING ENGINEERS, NICHOLS CONSULTING ENGINEERS, NV5, VERDE DESIGN, INTEGRATED DESIGN 360, CSG CONSULTANTS, GHIRARDELLI ASSOCIATES,

KIER & WRIGHT CIVIL ENGINEERS AND SURVEYORS, WHB ENGINEERS,

HYDROSCIENCE ENGINEERS, CAROLLO ENGINEERS, SCHAAF & WHEELER

CONSULTING CIVIL ENGINEERS, KENNEDY/JENKS CONSULTANTS, MARINA

CONSTRUCTION MANAGEMENT, SWINERTON MANAGEMENT & CONSULTING, DAVID J. POWERS & ASSOCIATES, HUFFMAN-BROADWAY GROUP, TRC

ENGINEERS, CONSOLIDATED ENGINEERING LABORATORIES, ISI INSPECTION

SERVICES, ADVANCE DESIGN CONSULTANTS, INTERFACE ENGINEERING,

BIGGS CARDOSA ASSOCIATES, MOFFATT & NICHOL, ZFA STRUCTURAL

ENGINEERS, FEHR & PEERS, HEXAGON TRANSPORTATION CONSULTANTS, AND

TRAFFIC PATTERNS) FOR ON-CALL SERVICES IN CIVIL ENGINEERING,

CONSTRUCTION MANAGEMENT & INSPECTION, MATERIALS TESTING,

MECHANICAL, ELECTRICAL & PLUMBING ENGINEERING, STRUCTURAL

ENGINEERING, AND TRAFFIC ENGINEERING AND FINDING THAT THE PROJECT

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

ESTERO MUNICIPAL IMPROVEMENT DISTRICT
WHEREAS, in May 2026, staff issued a Request for Proposals and/or Qualifications (RFP/Q) for specialized limited-term project-based professional services to allow qualified consultants to assist the Public Works Department; and WHEREAS, seventy-six proposals for services in Civil Engineering, Construction Management and Inspection, Materials Testing, Mechanical, Electrical & Plumbing Engineering, Structural Engineering, and Traffic Engineering were received on June 4, 2026; and
WHEREAS, twenty-eight firms were found to be well qualified and met the criteria established in the RFP/Q; and
WHEREAS, the District wishes to enter into agreements with Blair, Church & Flynn Consulting Engineers, Nichols Consulting Engineers, NV5, Verde Design, Integrated Design 360, CSG Consultants, Ghirardelli Associates, Kier & Wright Civil Engineers and Surveyors, WHB Engineers, HydroScience Engineers, Carollo Engineers, Schaaf & Wheeler Consulting Civil Engineers, Kennedy/Jenks Consultants, Marina Construction Management, Swinerton Management & Consulting, David J. Powers & Associates,

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Huffman-Broadway Group, TRC Engineers, Consolidated Engineering Laboratories, ISI Inspection Services, Advance Design Consultants, Interface Engineering, Biggs Cardosa Associates, Moffatt & Nichol, ZFA Structural Engineers, Fehr & Peers, Hexagon Transportation Consultants, and Traffic Patterns for a term through July 20, 2029; and WHEREAS, current and upcoming Capital Improvement Projects will require specific areas of technical and professional expertise from qualified consultants to assist the work of staff; and
WHEREAS, the use of multi-year master professional service agreements assists the timely delivery of capital improvement projects and programs/services to maintain the City/District’s infrastructure by augmenting staff resources; and WHEREAS, the proposed action is consistent with the District’s purchasing policy.

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

1. The award of three-year master professional service agreements dated July 20, 2026 with:
a. Blair, Church & Flynn Consulting Engineers, Nichols Consulting Engineers, NV5, Verde Design, Integrated Design 360, CSG Consultants, Ghirardelli Associates, HydroScience Engineers, Carollo Engineers, and Schaaf & Wheeler Consulting Civil Engineers for on-call civil engineering services;
b. Ghirardelli Associates, Kennedy/Jenks Consultants, Marina Construction Management, and Swinerton Management & Consulting for on-call construction management & inspections services; c. David J. Powers & Associates, Huffman-Broadway Group, and TRC Engineers for on-call environmental services;
d. Consolidated Engineering Laboratories and ISI Inspection Services for on-call materials testing services;
e. Advance Design Consultants and Interface Engineering for on-call mechanical, electrical & plumbing engineering services; f. Biggs Cardosa Associates, Moffatt & Nichol, and ZFA Structural Engineers for on-call structural engineering services;
g. Kier & Wright Civil Engineers and Surveyors and WHB Engineers for oncall surveying services; h. Fehr & Peers, Hexagon Transportation Consultants, and Traffic Patterns for on-call traffic engineering and transportation services; and

2. Staff to issue task orders for a not-to-exceed amount for City funded projects as outlined in the District’s procurement policy and municipal code; and without limitation for non-City funded projects (e.g. those that support private land

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development review which are reimbursed by the developer or private utility company); and

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

PASSED AND ADOPTED as a resolution of the Board of Directors of the Estero Municipal Improvement District at the regular meeting held on the 20th day of July, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ART KIESEL, PRESIDENT
ATTEST:

PRISCILLA SCHAUS, DISTRICT SECRETARY

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1 MASTER PROFESSIONAL SERVICES AGREEMENT
FOR

ON-CALL ENGINEERING SERVICES
This Agreement is made and entered into as of the 20th day of July 2026 by and between the City of Foster City/Estero Municipal Improvement District hereinafter called "CITY/DISTRICT" and Blair, Church & Flynn Consulting Engineers, hereinafter called "CONSULTANT".

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

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

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

TERMS AND CONDITIONS

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

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

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

1. Term; Termination.
(a) The term of this Agreement shall commence upon the date hereinabove written and shall expire upon completion of performance of services hereunder by CONSULTANT. Initial contract period shall be from July 20, 2026, to July 19, 2029. The contract may be renewed subsequently in one5.10 Attachment 3 - Master Professional Services Agreement - Blair, Church & Flynn Consulting Engineers
209
2 year increments as follows: The second contract period will be from July 20, 2029 to July 19 2030.

The third contract period will be from July 20, 2030 to July 19 2031. Renewal shall be by mutual consent of CONSULTANT AND CITY/DISTRICT as approved by the City Council/District Board.

CONSULTANT shall not commence Services or work until a Notice to Proceed is issued by CITY/DISTRICT.
(b) Notwithstanding the provisions of (a) above, CITY/DISTRICT may with or without cause, direct CONSULTANT to suspend, delay or interrupt Services, in whole or in part, for such periods of time as CITY/DISTRICT may determine in its sole discretion.

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

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

Notwithstanding the foregoing, the combined total of compensation and reimbursement of costs payable hereunder shall not exceed the total amount identified in all Task Orders issued by the City/District against this agreement. The Consultant shall only be paid for services performed under this Agreement to the extent authorized by written Task Order or Notice to Proceed for Land Development Services. No overhead or other expenses can be recovered for interim periods when the Consultant’s services are not utilized by the City/District. Invoices for amounts in excess of each Task Order shall not be paid unless the performance of services and/or reimbursement of costs and expenses in excess of said amounts have been approved in advance of performing such services or incurring such costs and expenses by CITY’s Manager (for contracts less than $50,000) or CITY Board (for contracts $50,000 or more) evidenced by motion duly made and carried and a written contract amendment having been executed,.

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

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

CITY/DISTRICT will not withhold any Federal or State income taxes or Social Security tax from any payments made by CITY/DISTRICT to CONSULTANT under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums is the sole responsibility of CONSULTANT. CITY/DISTRICT has no responsibility or liability for payment of CONSULTANT’s taxes or assessments.

CONSULTANT shall pay prevailing wages to its employees on any agreement in excess of $1,000.00. Copies of the general prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Agreement, as determined by the Director of the State of California Department of Industrial Relations, are on file at the County’s Capital Projects Office and may be obtained from the California Department of Industrial Relations website [http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm]. CONSULTANT shall comply with the 8-hours per day/40 hours per week/overtime/working hours restrictions for all employees, pursuant to the California Labor Code. CONSULTANT and all subconsultants shall keep and maintain accurate employee payroll records for Work performed under the Agreement. The payroll records shall be certified and submitted as required by law, including Labor Code Sections 1771.4 (if applicable) and 1776, including to the Labor Commissioner no less frequently than monthly.

CONSULTANT shall comply fully with Labor Code Section 1777.5 in the hiring of apprentices for work relating to the Agreement. If the Agreement exceeds $2,000 and is funded with federal funds, then CONSULTANT shall pay federal Davis Bacon wages and comply with applicable federal requirements.

4. Performance of Services. No work shall be performed under this Agreement except to the extent the CONSULTANT receives a Task Order from the CITY/DISTRICT’s Authorized Representative. The CITY/DISTRICT will request proposals from the CONSULTANT for each Task Order when services are needed. CONSULTANT shall respond with a scope and cost proposal in a reasonably prompt manner, no later than fifteen (15) calendar days after CITY/DISTRICT’s request. Such proposal shall include a description of the services to be performed thereunder, the maximum compensation and reimbursement of costs and expenses payable therefor, the time of performance thereof, and such other matters as the parties deem appropriate for the accomplishment of such services. Upon the approval of the terms of the proposal by CITY/DISTRICT’s Manager (for contracts less than $50,000) or CITY Council/ DISTRICT Board (for contracts $50,000 or more) by motion duly made and carried, the CITY/DISTRICT's Authorized Representative shall issue a Task Order against this agreement.

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

5. Records and Audit. CONSULTANT shall keep and maintain accurate records of all time expended

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4 and costs and expenses incurred relating to services to be performed by CONSULTANT hereunder.

Said records shall be available to CITY/DISTRICT for review and copying during regular business hours at CONSULTANT’s place of business or as otherwise agreed upon by the parties.

CONSULTANT shall prepare and maintain all writings, documents and records prepared or compiled in connection with the performance of this Agreement for a minimum of four (4) years from the termination or completion of this Agreement. This includes any handwriting, typewriting, printing, photo static, photographing and every other means of recording upon any tangible thing, any form of communication or representation including letters, words, pictures, sounds or symbols or any combination thereof.

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

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

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

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

CONSULTANT represents that it possesses all necessary training, licenses, certificates, and permits required by the federal, state, CITY/DISTRICT or municipal governments to perform the Services.

Such licenses, certificates and permits must be valid at the time CONSULTANT enters into this Agreement and must be maintained during the term of this Agreement in full force and effect.

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

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

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

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

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5 preparation and delivery to CITY/DISTRICT, become the property of CITY/DISTRICT.

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

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

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

11. Indemnity.
(a) To the fullest extent allowed by law (including without limitation California Civil Code Sections 2782 and 2782.8), CONSULTANT shall defend, indemnify, and hold harmless City of Foster City and Estero Municipal Improvement District, its officers, directors, officials, agents, employees, and volunteers (collectively, “Indemnitees”) from and against any and all claims, suits, expenses, liability, cause of action, loss, cost, damage, injury (including, without limitation, economic harm, injury to or death of any person, including an employee of CONSULTANT or its Subconsultants), of every kind, nature, and description, at law or equity, (including without limitation, incidental and consequential damages, court costs, attorneys’ fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation) (collectively “Liabilities”), that arise out of, pertain to, or relate to any negligence, recklessness, or willful misconduct of CONSULTANT, any Subconsultant, anyone directly or indirectly employed or retained by them, or anyone that they control. CONSULTANT’s obligations to indemnify, defend, hold harmless the Indemnitees shall not apply to the extent that such Liabilities are caused in whole or in part by the sole negligence, active negligence, or willful misconduct of such Indemnitee but shall apply to all other Liabilities.

If CONSULTANT is a “design professional,” as defined in California Civil Code Section 2782.8(c), CONSULTANT shall indemnify, defend, and hold the Indemnitees harmless against Liability only to the extent such Liability arises out of, pertains to, or relates to CONSULTANT’s negligence, recklessness, or willful misconduct. In such an event, the cost to defend charged to CONSULTANT shall not exceed CONSULTANT’s proportionate percentage of fault. (b) Intellectual Property Indemnification. CONSULTANT represents that professional services provided by CONSULTANT pursuant to this Agreement does not infringe on any other copyrighted work or intellectual property owned by others. CONSULTANT shall defend, indemnify and hold harmless CITY/DISTRICT from all Liabilities, that may at any time arise for any infringement of the patent rights, copyright, trade secret, trade name, trademark, service mark or any other proprietary right of any person or persons in arising from or relating to CONSULTANT’s services provided to CITY/DISTRICT under this Agreement.
(c) CITY/DISTRICT shall include a provision in the construction contract with the general contractor on the Project requiring the general contractor to indemnify CONSULTANT for damages resulting from the negligence of the general contractor and its subcontractors. CITY/DISTRICT shall

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6 also include a provision in the construction contract with the general contractor on the Project requiring the general contractor to name CONSULTANT as an additional insured on its Comprehensive General Liability insurance coverage. If CONSULTANT has the opportunity to review the construction contract prior to bidding, CITY/DISTRICT shall have no responsibility for the inadvertent omission of such provisions.
(d) CONSULTANT shall place in its agreements with Subconsultants and cause its Subconsultants to agree to the indemnification and insurance provisions in this Agreement in favor of CITY/DISTRICT and the Indemnitees in the exact form and substance as those contained in this Agreement.
(e) CITY/DISTRICT acknowledges that the discovery, presence, handling or removal of asbestos products, polychlorinated biphenyl (PCB) or other hazardous substances which may presently exist at the any Project site is outside of CONSULTANT’s responsibilities and is not included in the scope of Services CONSULTANT is to perform nor included in CONSULTANT’s insurance. CITY/DISTRICT shall hire hazardous materials consultant if the Project requires the testing or remediation of hazardous substances. CONSULTANT shall not be responsible or be involved in any way with the discovery, presence, handling or removal of such materials.

CONSULTANT shall, however, be responsible for the coordination of CONSULTANT’s services and work with the work of CITY/DISTRICT’s hazardous materials consultants. (f) Duty to Cooperate. CONSULTANT shall notify CITY/DISTRICT immediately in writing of any claim or damage related to activities or services performed under this Agreement.

CONSULTANT shall cooperate with CITY/DISTRICT in the investigation and disposition of all Liabilities arising out of the activities or services under this Agreement. Without limiting the foregoing, CONSULTANT shall take all steps necessary to assist CITY/DISTRICT in the defense of any and all Liabilities brought by a contractor hired to construct the Project regarding any errors, flaws, and/or omissions in the plans or specifications of the Project. Any additional services or work under this paragraph shall be compensated as Additional Services.

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

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

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

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

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

CITY: City of Foster City
610 Foster City Boulevard
Foster City, CA 94404-2299
Attention: Director of Public Works
CONSULTANT: Blair, Church & Flynn Consulting Engineers
451 Clovis Avenue, Suite 200
Clovis, California 93612

16. Assignment. This is an agreement for the personal services of CONSULTANT. CITY/DISTRICT has relied upon the skills, knowledge, experience and training of CONSULTANT and the CONSULTANT’s firm, associates and employees as an inducement to enter into this Agreement.

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

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

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

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

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

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

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

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

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

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

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

These conflict of interest, confidentiality and future service provisions and limitations shall remain fully effective indefinitely after termination of services and work to CITY/DISTRICT hereunder.

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

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

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written

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9 by their respective officers duly authorized in that behalf.

CITY OF FOSTER CITY/ESTERO MUNICIPAL

IMPROVEMENT DISTRICT
Dated: _________________________________
Art Keisel, Mayor/President
ATTEST:

Dated: ________________________________
Priscilla Schaus, City Clerk/District Secretary

APPROVED AS TO FORM
Dated:

Benjamin Stock,
City Attorney/District Legal Counsel

CONSULTANT
Dated:

David Mowry, P.E.,
President

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10 EXHIBIT A

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

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

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

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

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

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

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

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

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

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

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11 EXHIBIT B

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

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

SERVICES TO BE PROVIDED
This is an Exhibit attached to and made a part of and incorporated by reference to the Agreement dated July 20, 2026, by and between Blair, Church & Flynn Consulting Engineers, hereinafter referred to as "CONSULTANT" and the City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "CITY/DISTRICT" providing for professional services.

1. Basic Services:

The Consultant shall provide professional engineering and related technical services to support the City on an as-needed basis.

Services may include, but are not limited to:
1) Engineering design and preparation of plans, specifications, and construction cost estimates 2) Preliminary design, planning, and feasibility studies. 3) Cost estimation (for budget and construction changes) 4) Project closeout and warranty inspections
5) Design document review for coordination, constructability, and completeness 6) Preparation of engineering reports, studies, grant applications, and technical memorandums 7) Condition assessments and capital improvement planning 8) NPDES Program support Public Outreach support and stakeholder coordination 9) Private Land Development studies and review.
10) Tentative, final maps, subdivision maps, easement review 11) Staff augmentation
12) Attendance at meetings, presentations, and coordination with regulatory agencies. 13) Emergency engineering support and response services 14) Other professional engineering, technical advisory, and related services as requested.

The services described above are representative of the types of work that may be assigned and are not intended to be allinclusive. The City may request additional services that are consistent with the Consultant's professional qualifications and expertise. Specific tasks, deliverables, schedules, staffing, and compensation shall be authorized by the City through written Task Orders issued under this Agreement. The Consultant shall perform only those services authorized in an approved Task Order unless otherwise directed in writing by the City.

PAYMENTS

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

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

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

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

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

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

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

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

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

PROJECTS AND SCHEDULE
To be determined by Task Order

END OF EXHIBIT B

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13 EXHIBIT C

FEE SCHEDULE

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14 EXHIBIT D

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

This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated July 20, 2026, by and between Blair, Church & Flynn Consulting Engineers, hereinafter referred to as "Consultant”, and City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "City/District", providing for professional services.

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

1.1 Insurance Requirements
☒ Commercial General Liability Insurance
Commercial General Liability Insurance including, but not limited to, Contractual Liability Insurance (specifically concerning the indemnity provisions of this Agreement with the City/District), Products-Completed Operations Hazard, liability for slander, false arrest and invasion of privacy arising out of professional services rendered hereunder, Personal Injury (including bodily injury and death), and Property Damage for liability arising out of Consultant's performance of services under this Agreement. The Commercial General Liability insurance shall contain no exclusions or limitation for independent contractors working on the behalf of the named insured.

Consultant shall maintain the Products-Completed Operations Hazard coverage for the longest period allowed by law following termination of this Agreement. The amount of said insurance coverage required by this Agreement shall be the policy limits, which shall be at least two million dollars ($2,000,000) each occurrence and four million dollars ($4,000,000) aggregate.
*Please note, the City/District will require a separate additional insured endorsement for the Commercial General Liability policy, listing the “City of Foster City/Estero Municipal Improvement District, its Council/Board members, officials, agents, officers, volunteers and employees”.

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☒ Business Automobile Liability Insurance
Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering any vehicle and/or all owned, leased, hired and non-owned vehicles used in the performance of Services pursuant to this Agreement with coverage equal to the policy limits, which shall be at least two million dollars ($1,000,000) each occurrence.
☒ Workers' Compensation Insurance
Consultant shall submit written proof that Consultant is insured against liability for workers' compensation in accordance with the provisions of section 3700 of the California Labor Code. Consultant shall require any Subconsultants to provide workers' compensation for all of the Subconsultants' employees, unless the Subconsultants' employees are covered by the insurance afforded by Consultant. If any class of employees engaged in work or services performed under this Agreement is not covered by California Labor Code section 3700, Consultant shall provide and/or require each Subconsultant to provide adequate insurance for the coverage of employees not otherwise covered. Consultant shall also maintain employer's liability insurance with limits of one million dollars ($1,000,000) for bodily injury or disease.
☒ Professional Liability Insurance
Professional Liability (Errors and Omissions) Insurance, for liability arising out of, or in connection with, all negligent acts, errors or omissions in connection with services to be provided under this Agreement, with no exclusion for claims of one insured against another insured, with coverage equal to the policy limits, which shall not be less than two million dollars ($2,000,000) per occurrence and two million dollars ($2,000,000) aggregate.

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

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

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

3. Insurance terms and conditions:

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

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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/District Risk Manager.

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

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

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

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

3.7 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/District may (but is under no obligation to) secure project-specific insurance, wrap-up insurance, or administer an owner-controlled insurance program ("OCIP"), in which case Consultant and its subconsultants shall communicate this fact to their insurance carriers and request that the risk of this project be excluded from their practice policies.

Consultant's fees under this Agreement (and the fee of its subconsultants under subconsultant agreements) shall be reduced by the amount of insurance premiums that may be avoided by consultant and its subconsultants by virtue of the City/District's obtaining the project-specific insurance, wrap-up insurance or administering an OCIP, and the exclusion of this project from coverage of Consultant's and subconsultants policies. Construction Manager and its subconsultants shall afford City/District access to their books and records and cooperate with City/District in verifying the amount of savings realized.

ATTACHED

1. Insurance Coverage Form

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

Named Insured: Effective Work Date(s):

Description of Work/Locations/Vehicles:

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

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

Other:

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

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

Professional Liability:

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

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

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

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

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

Nothing herein contained shall vary, alter or extend any provision or condition of the Policy other

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than as above stated.

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

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

ADDRESS:

TELEPHONE: ( ) DATE ISSUED:

END OF EXHIBIT D

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1 MASTER PROFESSIONAL SERVICES AGREEMENT
FOR

ON-CALL ENGINEERING SERVICES
This Agreement is made and entered into as of the 20th day of July 2026 by and between the City of Foster City/Estero Municipal Improvement District hereinafter called "CITY/DISTRICT" and Nichols Consulting Engineers, hereinafter called "CONSULTANT".

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

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

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

TERMS AND CONDITIONS

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

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

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

1. Term; Termination.
(a) The term of this Agreement shall commence upon the date hereinabove written and shall expire upon completion of performance of services hereunder by CONSULTANT. Initial contract period shall be from July 20, 2026, to July 19, 2029. The contract may be renewed subsequently in one5.10 Attachment 4 - Master Professional Services Agreement - Nichols Consulting Engineers 227
2 year increments as follows: The second contract period will be from July 20, 2029 to July 19 2030.

The third contract period will be from July 20, 2030 to July 19 2031. Renewal shall be by mutual consent of CONSULTANT AND CITY/DISTRICT as approved by the City Council/District Board.

CONSULTANT shall not commence Services or work until a Notice to Proceed is issued by CITY/DISTRICT.
(b) Notwithstanding the provisions of (a) above, CITY/DISTRICT may with or without cause, direct CONSULTANT to suspend, delay or interrupt Services, in whole or in part, for such periods of time as CITY/DISTRICT may determine in its sole discretion.

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

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

Notwithstanding the foregoing, the combined total of compensation and reimbursement of costs payable hereunder shall not exceed the total amount identified in all Task Orders issued by the City/District against this agreement. The Consultant shall only be paid for services performed under this Agreement to the extent authorized by written Task Order or Notice to Proceed for Land Development Services. No overhead or other expenses can be recovered for interim periods when the Consultant’s services are not utilized by the City/District. Invoices for amounts in excess of each Task Order shall not be paid unless the performance of services and/or reimbursement of costs and expenses in excess of said amounts have been approved in advance of performing such services or incurring such costs and expenses by CITY’s Manager (for contracts less than $50,000) or CITY Board (for contracts $50,000 or more) evidenced by motion duly made and carried and a written contract amendment having been executed,.

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

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

CITY/DISTRICT will not withhold any Federal or State income taxes or Social Security tax from any payments made by CITY/DISTRICT to CONSULTANT under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums is the sole responsibility of CONSULTANT. CITY/DISTRICT has no responsibility or liability for payment of CONSULTANT’s taxes or assessments.

CONSULTANT shall pay prevailing wages to its employees on any agreement in excess of $1,000.00. Copies of the general prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Agreement, as determined by the Director of the State of California Department of Industrial Relations, are on file at the County’s Capital Projects Office and may be obtained from the California Department of Industrial Relations website [http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm]. CONSULTANT shall comply with the 8-hours per day/40 hours per week/overtime/working hours restrictions for all employees, pursuant to the California Labor Code. CONSULTANT and all subconsultants shall keep and maintain accurate employee payroll records for Work performed under the Agreement. The payroll records shall be certified and submitted as required by law, including Labor Code Sections 1771.4 (if applicable) and 1776, including to the Labor Commissioner no less frequently than monthly.

CONSULTANT shall comply fully with Labor Code Section 1777.5 in the hiring of apprentices for work relating to the Agreement. If the Agreement exceeds $2,000 and is funded with federal funds, then CONSULTANT shall pay federal Davis Bacon wages and comply with applicable federal requirements.

4. Performance of Services. No work shall be performed under this Agreement except to the extent the CONSULTANT receives a Task Order from the CITY/DISTRICT’s Authorized Representative. The CITY/DISTRICT will request proposals from the CONSULTANT for each Task Order when services are needed. CONSULTANT shall respond with a scope and cost proposal in a reasonably prompt manner, no later than fifteen (15) calendar days after CITY/DISTRICT’s request. Such proposal shall include a description of the services to be performed thereunder, the maximum compensation and reimbursement of costs and expenses payable therefor, the time of performance thereof, and such other matters as the parties deem appropriate for the accomplishment of such services. Upon the approval of the terms of the proposal by CITY/DISTRICT’s Manager (for contracts less than $50,000) or CITY Council/ DISTRICT Board (for contracts $50,000 or more) by motion duly made and carried, the CITY/DISTRICT's Authorized Representative shall issue a Task Order against this agreement.

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

5. Records and Audit. CONSULTANT shall keep and maintain accurate records of all time expended

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4 and costs and expenses incurred relating to services to be performed by CONSULTANT hereunder.

Said records shall be available to CITY/DISTRICT for review and copying during regular business hours at CONSULTANT’s place of business or as otherwise agreed upon by the parties.

CONSULTANT shall prepare and maintain all writings, documents and records prepared or compiled in connection with the performance of this Agreement for a minimum of four (4) years from the termination or completion of this Agreement. This includes any handwriting, typewriting, printing, photo static, photographing and every other means of recording upon any tangible thing, any form of communication or representation including letters, words, pictures, sounds or symbols or any combination thereof.

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

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

7. Reliance on Professional Skill of CONSULTANT. CONSULTANT represents that it has the necessary professional skills to perform the services required and the CITY/DISTRICT shall rely on such skills of the CONSULTANT to do and perform the work. In performing services hereunder CONSULTANT shall adhere to the standards generally exercised for the performance of consulting services the same as to those performed by CONSULTANT hereunder under similar conditions, and at the same time and locality where the Services are performed.

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

CONSULTANT represents that it possesses all necessary training, licenses, certificates, and permits required by the federal, state, CITY/DISTRICT or municipal governments to perform the Services.

Such licenses, certificates and permits must be valid at the time CONSULTANT enters into this Agreement and must be maintained during the term of this Agreement in full force and effect.

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

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

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

9. Relationship of Parties. It is understood that the relationship of CONSULTANT to the

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5 CITY/DISTRICT is that of an independent contractor and all persons working for or under the direction of CONSULTANT are its agents or employees and not agents or employees of the CITY/DISTRICT.

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

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

11. Indemnity.
(a) To the fullest extent allowed by law (including without limitation California Civil Code Sections 2782 and 2782.8), CONSULTANT shall defend (except for professional liability claims), indemnify, and hold harmless City of Foster City and Estero Municipal Improvement District, its officers, directors, officials, and employees (collectively, “Indemnitees”) from and against pure economic claims, suits, expenses, liability, cause of action, loss, cost, damage, injury (including, without limitation, economic harm, injury to or death of any person, including an employee of CONSULTANT)(including court costs, reasonable attorneys’ fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation) (collectively “Liabilities”), to the extent caused by the negligence, recklessness, or willful misconduct of CONSULTANT anyone directly or indirectly employed or retained by them, or anyone that they control. CONSULTANT’s obligations to indemnify, defend, hold harmless the Indemnitees shall not apply to the extent that such Liabilities are caused in whole or in part by the negligence, active negligence, or willful misconduct of such Indemnitee but shall apply to all other Liabilities.

If CONSULTANT is a “design professional,” as defined in California Civil Code Section 2782.8(c), CONSULTANT shall indemnify, defend (except for professional liability claims), and hold the Indemnitees harmless against Liability only to the extent such Liability to the extend caused by the CONSULTANT’s negligence, recklessness, or willful misconduct. In such an event, the cost to defend charged to CONSULTANT shall not exceed CONSULTANT’s proportionate percentage of fault.
(b) Intellectual Property Indemnification. CONSULTANT represents that professional services provided by CONSULTANT pursuant to this Agreement does not infringe on any other copyrighted work or intellectual property owned by others. CONSULTANT shall defend, indemnify and hold harmless CITY/DISTRICT from all Liabilities, that may at any time arise for any infringement of the patent rights, copyright, trade secret, trade name, trademark, service mark or any other proprietary right of any person or persons in arising from or relating to CONSULTANT’s services provided to CITY/DISTRICT under this Agreement.
(c) CITY/DISTRICT shall include a provision in the construction contract with the general contractor on the Project requiring the general contractor to indemnify CONSULTANT for damages resulting from the negligence of the general contractor and its subcontractors. CITY/DISTRICT shall also include a provision in the construction contract with the general contractor on the Project requiring the general contractor to name CONSULTANT as an additional insured on its Comprehensive General Liability insurance coverage. If CONSULTANT has the opportunity to review the construction contract prior to bidding, CITY/DISTRICT shall have no responsibility for the

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6 inadvertent omission of such provisions.
(d) CONSULTANT shall place in its agreements with Subconsultants and cause its Subconsultants to agree to the indemnification and insurance provisions in this Agreement as stated by CITY/DISTRICT and the Indemnitees in the exact form and substance as those contained in this Agreement.
(e) CITY/DISTRICT acknowledges that the discovery, presence, handling or removal of asbestos products, polychlorinated biphenyl (PCB) or other hazardous substances which may presently exist at the any Project site is outside of CONSULTANT’s responsibilities and is not included in the scope of Services CONSULTANT is to perform nor included in CONSULTANT’s insurance. CITY/DISTRICT shall hire hazardous materials consultant if the Project requires the testing or remediation of hazardous substances. CONSULTANT shall not be responsible or be involved in any way with the discovery, presence, handling or removal of such materials.

CONSULTANT shall, however, be responsible for the coordination of CONSULTANT’s services and work with the work of CITY/DISTRICT’s hazardous materials consultants. (f) Duty to Cooperate. CONSULTANT shall notify CITY/DISTRICT immediately in writing of any claim or damage related to activities or services performed under this Agreement.

CONSULTANT shall cooperate with CITY/DISTRICT in the investigation and disposition of all Liabilities arising out of the activities or services under this Agreement. Without limiting the foregoing, CONSULTANT shall take all steps necessary to assist CITY/DISTRICT in the defense of any and all Liabilities brought by a contractor hired to construct the Project regarding any errors, flaws, and/or omissions in the plans or specifications of the Project. Any additional services or work under this paragraph shall be compensated as Additional Services.

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

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

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

14. NON-DISCRIMINATION. The CONSULTANT will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. The CONSULTANT will take affirmative action to ensure that applicants are employed, and the employees are treated

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

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

CITY: City of Foster City
610 Foster City Boulevard
Foster City, CA 94404-2299
Attention: Director of Public Works
CONSULTANT: Nichols Consulting Engineers, Chtd.
1003 West Cutting Blvd, Suite 110
Richmond, CA 94804

16. Assignment. This is an agreement for the personal services of CONSULTANT. CITY/DISTRICT has relied upon the skills, knowledge, experience and training of CONSULTANT and the CONSULTANT’s firm, associates and employees as an inducement to enter into this Agreement.

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

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

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

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

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

21. Conflict of Interest. CONSULTANT may serve other clients, but none who are active within the City

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8 of Foster City/Estero Municipal Improvement District or who conduct business that would place CONSULTANT in a "conflict of interest" as that term is defined in State law.

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

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

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

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

These conflict of interest, confidentiality and future service provisions and limitations shall remain fully effective indefinitely after termination of services and work to CITY/DISTRICT hereunder.

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

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

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

CITY OF FOSTER CITY/ESTERO MUNICIPAL

IMPROVEMENT DISTRICT

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9 Dated: _________________________________
Art Keisel, Mayor/President
ATTEST:

Dated: ________________________________
Priscilla Schaus, City Clerk/District Secretary

APPROVED AS TO FORM
Dated:

Benjamin Stock,
City Attorney/District Legal Counsel

CONSULTANT
Dated:

Ryan Shafer, PE
Principal

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10 EXHIBIT A

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

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

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

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

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

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

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

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

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

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

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11 EXHIBIT B

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

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

SERVICES TO BE PROVIDED
This is an Exhibit attached to and made a part of and incorporated by reference to the Agreement dated July 20, 2026, by and between Nichols Consulting Engineers, hereinafter referred to as "CONSULTANT" and the City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "CITY/DISTRICT" providing for professional services.

1. Basic Services:

The Consultant shall provide professional engineering and related technical services to support the City on an as-needed basis.

Services may include, but are not limited to:
1) Engineering design and preparation of plans, specifications, and construction cost estimates 2) Preliminary design, planning, and feasibility studies. 3) Cost estimation (for budget and construction changes) 4) Project closeout and warranty inspections
5) Design document review for coordination, constructability, and completeness 6) Preparation of engineering reports, studies, grant applications, and technical memorandums 7) Condition assessments and capital improvement planning 8) NPDES Program support Public Outreach support and stakeholder coordination 9) Private Land Development studies and review.
10) Tentative, final maps, subdivision maps, easement review 11) Staff augmentation
12) Attendance at meetings, presentations, and coordination with regulatory agencies. 13) Emergency engineering support and response services 14) Other professional engineering, technical advisory, and related services as requested.

The services described above are representative of the types of work that may be assigned and are not intended to be allinclusive. The City may request additional services that are consistent with the Consultant's professional qualifications and expertise. Specific tasks, deliverables, schedules, staffing, and compensation shall be authorized by the City through written Task Orders issued under this Agreement. The Consultant shall perform only those services authorized in an approved Task Order unless otherwise directed in writing by the City.

PAYMENTS

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

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

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

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

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

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

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

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

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

PROJECTS AND SCHEDULE
To be determined by Task Order

END OF EXHIBIT B

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13 EXHIBIT C

FEE SCHEDULE

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14 EXHIBIT D

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

This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated July 20, 2026, by and between Nichols Consulting Engineers, hereinafter referred to as "Consultant”, and City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "City/District", providing for professional services.

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

1.1 Insurance Requirements
☒ Commercial General Liability Insurance
Commercial General Liability Insurance including, but not limited to, Contractual Liability Insurance (specifically concerning the indemnity provisions of this Agreement with the City/District), Products-Completed Operations Hazard, liability for slander, false arrest and invasion of privacy arising out of professional services rendered hereunder, Personal Injury (including bodily injury and death), and Property Damage for liability arising out of Consultant's performance of services under this Agreement. The Commercial General Liability insurance shall contain no exclusions or limitation for independent contractors working on the behalf of the named insured.

Consultant shall maintain the Products-Completed Operations Hazard coverage for the longest period allowed by law following termination of this Agreement. The amount of said insurance coverage required by this Agreement shall be the policy limits, which shall be at least two million dollars ($2,000,000) each occurrence and four million dollars ($4,000,000) aggregate.
*Please note, the City/District will require a separate additional insured endorsement for the Commercial General Liability policy, listing the “City of Foster City/Estero Municipal Improvement District, its Council/Board members, officials, agents, officers, volunteers and employees”.

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☒ Business Automobile Liability Insurance
Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering any vehicle and/or all owned, leased, hired and non-owned vehicles used in the performance of Services pursuant to this Agreement with coverage equal to the policy limits, which shall be at least two million dollars ($1,000,000) each occurrence.
☒ Workers' Compensation Insurance
Consultant shall submit written proof that Consultant is insured against liability for workers' compensation in accordance with the provisions of section 3700 of the California Labor Code. Consultant shall require any Subconsultants to provide workers' compensation for all of the Subconsultants' employees, unless the Subconsultants' employees are covered by the insurance afforded by Consultant. If any class of employees engaged in work or services performed under this Agreement is not covered by California Labor Code section 3700, Consultant shall provide and/or require each Subconsultant to provide adequate insurance for the coverage of employees not otherwise covered. Consultant shall also maintain employer's liability insurance with limits of one million dollars ($1,000,000) for bodily injury or disease.
☒ Professional Liability Insurance
Professional Liability (Errors and Omissions) Insurance, for liability arising out of, or in connection with, all negligent acts, errors or omissions in connection with services to be provided under this Agreement, with no exclusion for claims of one insured against another insured, with coverage equal to the policy limits, which shall not be less than two million dollars ($2,000,000) per occurrence and two million dollars ($2,000,000) aggregate.

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

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

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

3. Insurance terms and conditions:

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

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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/District Risk Manager.

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

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

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

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

3.7 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/District may (but is under no obligation to) secure project-specific insurance, wrap-up insurance, or administer an owner-controlled insurance program ("OCIP"), in which case Consultant and its subconsultants shall communicate this fact to their insurance carriers and request that the risk of this project be excluded from their practice policies.

Consultant's fees under this Agreement (and the fee of its subconsultants under subconsultant agreements) shall be reduced by the amount of insurance premiums that may be avoided by consultant and its subconsultants by virtue of the City/District's obtaining the project-specific insurance, wrap-up insurance or administering an OCIP, and the exclusion of this project from coverage of Consultant's and subconsultants policies. Construction Manager and its subconsultants shall afford City/District access to their books and records and cooperate with City/District in verifying the amount of savings realized.

ATTACHED

1. Insurance Coverage Form

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

Named Insured: Effective Work Date(s):

Description of Work/Locations/Vehicles:

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

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

Other:

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

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

Professional Liability:

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

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

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

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

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

Nothing herein contained shall vary, alter or extend any provision or condition of the Policy other

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than as above stated.

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

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

ADDRESS:

TELEPHONE: ( ) DATE ISSUED:

END OF EXHIBIT D

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1 MASTER PROFESSIONAL SERVICES AGREEMENT
FOR

ON-CALL ENGINEERING SERVICES
This Agreement is made and entered into as of the 20th day of July 2026 by and between the City of Foster City/Estero Municipal Improvement District hereinafter called "CITY/DISTRICT" and NV5, Inc., hereinafter called "CONSULTANT".

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

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

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

TERMS AND CONDITIONS

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

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

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

1. Term; Termination.
(a) The term of this Agreement shall commence upon the date hereinabove written and shall expire upon completion of performance of services hereunder by CONSULTANT. Initial contract period shall be from July 20, 2026, to July 19, 2029. The contract may be renewed subsequently in oneyear increments as follows: The second contract period will be from July 20, 2029 to July 19 2030.

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2 The third contract period will be from July 20, 2030 to July 19 2031. Renewal shall be by mutual consent of CONSULTANT AND CITY/DISTRICT as approved by the City Council/District Board.

CONSULTANT shall not commence Services or work until a Notice to Proceed is issued by CITY/DISTRICT.
(b) Notwithstanding the provisions of (a) above, CITY/DISTRICT may with or without cause, direct CONSULTANT to suspend, delay or interrupt Services, in whole or in part, for such periods of time as CITY/DISTRICT may determine in its sole discretion.

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

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

Notwithstanding the foregoing, the combined total of compensation and reimbursement of costs payable hereunder shall not exceed the total amount identified in all Task Orders issued by the City/District against this agreement. The Consultant shall only be paid for services performed under this Agreement to the extent authorized by written Task Order or Notice to Proceed for Land Development Services. No overhead or other expenses can be recovered for interim periods when the Consultant’s services are not utilized by the City/District. Invoices for amounts in excess of each Task Order shall not be paid unless the performance of services and/or reimbursement of costs and expenses in excess of said amounts have been approved in advance of performing such services or incurring such costs and expenses by CITY’s Manager (for contracts less than $50,000) or CITY Board (for contracts $50,000 or more) evidenced by motion duly made and carried and a written contract amendment having been executed,.

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

CITY/DISTRICT shall not incur any charges under this Agreement, nor shall any payments become

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3 due to CONSULTANT for any payment period on the Project, until CITY/DISTRICT receives all deliverables required under Exhibit B and each Task Order, SCOPE OF WORK AND SCHEDULE, for the payment period (if any) and reasonably accepts such deliverables as meeting the requirements of this Agreement. In cases where CONSULTANT has partially completed one or more deliverables due during a payment period, and if CONSULTANT demonstrates diligent progress thereon, then CITY/DISTRICT may make a partial progress payment based upon percentage completion of the partially completed deliverables and diligent progress but taking into account any adverse impacts upon CITY/DISTRICT. CITY/DISTRICT shall not be liable for, and CONSULTANT shall not be entitled to, any payment for Services performed before this Agreement's execution.

CITY/DISTRICT will not withhold any Federal or State income taxes or Social Security tax from any payments made by CITY/DISTRICT to CONSULTANT under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums is the sole responsibility of CONSULTANT. CITY/DISTRICT has no responsibility or liability for payment of CONSULTANT’s taxes or assessments.

CONSULTANT shall pay prevailing wages to its employees on any agreement in excess of $1,000.00. Copies of the general prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Agreement, as determined by the Director of the State of California Department of Industrial Relations, are on file at the County’s Capital Projects Office and may be obtained from the California Department of Industrial Relations website [http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm]. CONSULTANT shall comply with the 8-hours per day/40 hours per week/overtime/working hours restrictions for all employees, pursuant to the California Labor Code. CONSULTANT and all subconsultants shall keep and maintain accurate employee payroll records for Work performed under the Agreement. The payroll records shall be certified and submitted as required by law, including Labor Code Sections 1771.4 (if applicable) and 1776, including to the Labor Commissioner no less frequently than monthly.

CONSULTANT shall comply fully with Labor Code Section 1777.5 in the hiring of apprentices for work relating to the Agreement. If the Agreement exceeds $2,000 and is funded with federal funds, then CONSULTANT shall pay federal Davis Bacon wages and comply with applicable federal requirements.

4. Performance of Services. No work shall be performed under this Agreement except to the extent the CONSULTANT receives a Task Order from the CITY/DISTRICT’s Authorized Representative. The CITY/DISTRICT will request proposals from the CONSULTANT for each Task Order when services are needed. CONSULTANT shall respond with a scope and cost proposal in a reasonably prompt manner, no later than fifteen (15) calendar days after CITY/DISTRICT’s request. Such proposal shall include a description of the services to be performed thereunder, the maximum compensation and reimbursement of costs and expenses payable therefor, the time of performance thereof, and such other matters as the parties deem appropriate for the accomplishment of such services. Upon the approval of the terms of the proposal by CITY/DISTRICT’s Manager (for contracts less than $50,000) or CITY Council/ DISTRICT Board (for contracts $50,000 or more) by motion duly made and carried, the CITY/DISTRICT's Authorized Representative shall issue a Task Order against this agreement.

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

5. Records and Audit. CONSULTANT shall keep and maintain accurate records of all time expended and costs and expenses incurred relating to services to be performed by CONSULTANT hereunder.

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4 Said records shall be available to CITY/DISTRICT for review and copying during regular business hours at CONSULTANT’s place of business or as otherwise agreed upon by the parties.

CONSULTANT shall prepare and maintain all writings, documents and records prepared or compiled in connection with the performance of this Agreement for a minimum of four (4) years from the termination or completion of this Agreement. This includes any handwriting, typewriting, printing, photo static, photographing and every other means of recording upon any tangible thing, any form of communication or representation including letters, words, pictures, sounds or symbols or any combination thereof.

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

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

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

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

CONSULTANT represents that it possesses all necessary training, licenses, certificates, and permits required by the federal, state, CITY/DISTRICT or municipal governments to perform the Services.

Such licenses, certificates and permits must be valid at the time CONSULTANT enters into this Agreement and must be maintained during the term of this Agreement in full force and effect.

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

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

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

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

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

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

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

11. Indemnity.
(a) To the fullest extent allowed by law (including without limitation California Civil Code Sections 2782 and 2782.8), CONSULTANT shall defend, indemnify, and hold harmless City of Foster City and Estero Municipal Improvement District, its officers, directors, officials, agents, employees, and volunteers (collectively, “Indemnitees”) from and against any and all claims, suits, expenses, liability, cause of action, loss, cost, damage, injury (including, without limitation, economic harm, injury to or death of any person, including an employee of CONSULTANT or its Subconsultants), of every kind, nature, and description, at law or equity, (including without limitation, incidental and consequential damages, court costs, attorneys’ fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation) (collectively “Liabilities”), that arise out of, pertain to, or relate to any negligence, recklessness, or willful misconduct of CONSULTANT, any Subconsultant, anyone directly or indirectly employed or retained by them, or anyone that they control. CONSULTANT’s obligations to indemnify, defend, hold harmless the Indemnitees shall not apply to the extent that such Liabilities are caused in whole or in part by the sole negligence, active negligence, or willful misconduct of such Indemnitee but shall apply to all other Liabilities.

If CONSULTANT is a “design professional,” as defined in California Civil Code Section 2782.8(c), CONSULTANT shall indemnify, defend, and hold the Indemnitees harmless against Liability only to the extent such Liability arises out of, pertains to, or relates to CONSULTANT’s negligence, recklessness, or willful misconduct. In such an event, the cost to defend charged to CONSULTANT shall not exceed CONSULTANT’s proportionate percentage of fault. (b) Intellectual Property Indemnification. CONSULTANT represents that professional services provided by CONSULTANT pursuant to this Agreement does not infringe on any other copyrighted work or intellectual property owned by others. CONSULTANT shall defend, indemnify and hold harmless CITY/DISTRICT from all Liabilities, that may at any time arise for any infringement of the patent rights, copyright, trade secret, trade name, trademark, service mark or any other proprietary right of any person or persons in arising from or relating to CONSULTANT’s services provided to CITY/DISTRICT under this Agreement.
(c) CITY/DISTRICT shall include a provision in the construction contract with the general contractor on the Project requiring the general contractor to indemnify CONSULTANT for damages resulting from the negligence of the general contractor and its subcontractors. CITY/DISTRICT shall also include a provision in the construction contract with the general contractor on the Project

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6 requiring the general contractor to name CONSULTANT as an additional insured on its Comprehensive General Liability insurance coverage. If CONSULTANT has the opportunity to review the construction contract prior to bidding, CITY/DISTRICT shall have no responsibility for the inadvertent omission of such provisions.
(d) CONSULTANT shall place in its agreements with Subconsultants and cause its Subconsultants to agree to the indemnification and insurance provisions in this Agreement in favor of CITY/DISTRICT and the Indemnitees in the exact form and substance as those contained in this Agreement.
(e) CITY/DISTRICT acknowledges that the discovery, presence, handling or removal of asbestos products, polychlorinated biphenyl (PCB) or other hazardous substances which may presently exist at the any Project site is outside of CONSULTANT’s responsibilities and is not included in the scope of Services CONSULTANT is to perform nor included in CONSULTANT’s insurance. CITY/DISTRICT shall hire hazardous materials consultant if the Project requires the testing or remediation of hazardous substances. CONSULTANT shall not be responsible or be involved in any way with the discovery, presence, handling or removal of such materials.

CONSULTANT shall, however, be responsible for the coordination of CONSULTANT’s services and work with the work of CITY/DISTRICT’s hazardous materials consultants. (f) Duty to Cooperate. CONSULTANT shall notify CITY/DISTRICT immediately in writing of any claim or damage related to activities or services performed under this Agreement.

CONSULTANT shall cooperate with CITY/DISTRICT in the investigation and disposition of all Liabilities arising out of the activities or services under this Agreement. Without limiting the foregoing, CONSULTANT shall take all steps necessary to assist CITY/DISTRICT in the defense of any and all Liabilities brought by a contractor hired to construct the Project regarding any errors, flaws, and/or omissions in the plans or specifications of the Project. Any additional services or work under this paragraph shall be compensated as Additional Services.

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

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

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

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

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

CITY: City of Foster City
610 Foster City Boulevard
Foster City, CA 94404-2299
Attention: Director of Public Works
CONSULTANT: NV5, Inc.
200 South Park Road, Suite 350,
Hollywood, FL 33021

16. Assignment. This is an agreement for the personal services of CONSULTANT. CITY/DISTRICT has relied upon the skills, knowledge, experience and training of CONSULTANT and the CONSULTANT’s firm, associates and employees as an inducement to enter into this Agreement.

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

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

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

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

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

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8 for purposes of the settlement and each party shall bear its own legal costs.

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

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

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

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

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

These conflict of interest, confidentiality and future service provisions and limitations shall remain fully effective indefinitely after termination of services and work to CITY/DISTRICT hereunder.

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

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

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

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9 CITY OF FOSTER CITY/ESTERO MUNICIPAL

IMPROVEMENT DISTRICT
Dated: _________________________________
Art Keisel, Mayor/President
ATTEST:

Dated: ________________________________
Priscilla Schaus, City Clerk/District Secretary

APPROVED AS TO FORM
Dated:

Benjamin Stock,
City Attorney/District Legal Counsel

CONSULTANT
Dated:

Jeffery M. Cooper, P.E.,
Principal

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10 EXHIBIT A

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

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

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

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

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

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

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

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

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

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

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11 EXHIBIT B

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

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

SERVICES TO BE PROVIDED
This is an Exhibit attached to and made a part of and incorporated by reference to the Agreement dated July 20, 2026, by and between NV5, Inc., hereinafter referred to as "CONSULTANT" and the City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "CITY/DISTRICT" providing for professional services.

1. Basic Services:

The Consultant shall provide professional engineering and related technical services to support the City on an as-needed basis.

Services may include, but are not limited to:
1) Engineering design and preparation of plans, specifications, and construction cost estimates 2) Preliminary design, planning, and feasibility studies. 3) Cost estimation (for budget and construction changes) 4) Project closeout and warranty inspections
5) Design document review for coordination, constructability, and completeness 6) Preparation of engineering reports, studies, grant applications, and technical memorandums 7) Condition assessments and capital improvement planning 8) NPDES Program support Public Outreach support and stakeholder coordination 9) Private Land Development studies and review.
10) Tentative, final maps, subdivision maps, easement review 11) Staff augmentation
12) Attendance at meetings, presentations, and coordination with regulatory agencies. 13) Emergency engineering support and response services 14) Other professional engineering, technical advisory, and related services as requested.

The services described above are representative of the types of work that may be assigned and are not intended to be allinclusive. The City may request additional services that are consistent with the Consultant's professional qualifications and expertise. Specific tasks, deliverables, schedules, staffing, and compensation shall be authorized by the City through written Task Orders issued under this Agreement. The Consultant shall perform only those services authorized in an approved Task Order unless otherwise directed in writing by the City.

PAYMENTS

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

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

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

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

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

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

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

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

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

PROJECTS AND SCHEDULE
To be determined by Task Order

END OF EXHIBIT B

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13 EXHIBIT C

FEE SCHEDULE

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14 EXHIBIT D

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

This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated July 20, 2026, by and between NV5, Inc., hereinafter referred to as "Consultant”, and City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "City/District", providing for professional services.

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

1.1 Insurance Requirements
☒ Commercial General Liability Insurance
Commercial General Liability Insurance including, but not limited to, Contractual Liability Insurance (specifically concerning the indemnity provisions of this Agreement with the City/District), Products-Completed Operations Hazard, liability for slander, false arrest and invasion of privacy arising out of professional services rendered hereunder, Personal Injury (including bodily injury and death), and Property Damage for liability arising out of Consultant's performance of services under this Agreement. The Commercial General Liability insurance shall contain no exclusions or limitation for independent contractors working on the behalf of the named insured.

Consultant shall maintain the Products-Completed Operations Hazard coverage for the longest period allowed by law following termination of this Agreement. The amount of said insurance coverage required by this Agreement shall be the policy limits, which shall be at least two million dollars ($2,000,000) each occurrence and four million dollars ($4,000,000) aggregate.
*Please note, the City/District will require a separate additional insured endorsement for the Commercial General Liability policy, listing the “City of Foster City/Estero Municipal Improvement District, its Council/Board members, officials, agents, officers, volunteers and employees”.

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☒ Business Automobile Liability Insurance
Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering any vehicle and/or all owned, leased, hired and non-owned vehicles used in the performance of Services pursuant to this Agreement with coverage equal to the policy limits, which shall be at least two million dollars ($1,000,000) each occurrence.
☒ Workers' Compensation Insurance
Consultant shall submit written proof that Consultant is insured against liability for workers' compensation in accordance with the provisions of section 3700 of the California Labor Code. Consultant shall require any Subconsultants to provide workers' compensation for all of the Subconsultants' employees, unless the Subconsultants' employees are covered by the insurance afforded by Consultant. If any class of employees engaged in work or services performed under this Agreement is not covered by California Labor Code section 3700, Consultant shall provide and/or require each Subconsultant to provide adequate insurance for the coverage of employees not otherwise covered. Consultant shall also maintain employer's liability insurance with limits of one million dollars ($1,000,000) for bodily injury or disease.
☒ Professional Liability Insurance
Professional Liability (Errors and Omissions) Insurance, for liability arising out of, or in connection with, all negligent acts, errors or omissions in connection with services to be provided under this Agreement, with no exclusion for claims of one insured against another insured, with coverage equal to the policy limits, which shall not be less than two million dollars ($2,000,000) per occurrence and two million dollars ($2,000,000) aggregate.

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

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

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

3. Insurance terms and conditions:

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

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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/District Risk Manager.

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

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

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

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

3.7 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/District may (but is under no obligation to) secure project-specific insurance, wrap-up insurance, or administer an owner-controlled insurance program ("OCIP"), in which case Consultant and its subconsultants shall communicate this fact to their insurance carriers and request that the risk of this project be excluded from their practice policies.

Consultant's fees under this Agreement (and the fee of its subconsultants under subconsultant agreements) shall be reduced by the amount of insurance premiums that may be avoided by consultant and its subconsultants by virtue of the City/District's obtaining the project-specific insurance, wrap-up insurance or administering an OCIP, and the exclusion of this project from coverage of Consultant's and subconsultants policies. Construction Manager and its subconsultants shall afford City/District access to their books and records and cooperate with City/District in verifying the amount of savings realized.

ATTACHED

1. Insurance Coverage Form

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

Named Insured: Effective Work Date(s):

Description of Work/Locations/Vehicles:

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

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

Other:

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

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

Professional Liability:

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

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

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

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

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

Nothing herein contained shall vary, alter or extend any provision or condition of the Policy other

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than as above stated.

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

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

ADDRESS:

TELEPHONE: ( ) DATE ISSUED:

END OF EXHIBIT D

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1 MASTER PROFESSIONAL SERVICES AGREEMENT
FOR

ON-CALL ENGINEERING SERVICES
This Agreement is made and entered into as of the 20th day of July 2026 by and between the City of Foster City/Estero Municipal Improvement District hereinafter called "CITY/DISTRICT" and Verde Design, Inc., hereinafter called "CONSULTANT".

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

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

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

TERMS AND CONDITIONS

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

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

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

1. Term; Termination.
(a) The term of this Agreement shall commence upon the date hereinabove written and shall expire upon completion of performance of services hereunder by CONSULTANT. Initial contract period shall be from July 20, 2026, to July 19, 2029. The contract may be renewed subsequently in one5.10 Attachment 6 - Master Professional Services Agreement - Verde Design 263
2 year increments as follows: The second contract period will be from July 20, 2029 to July 19 2030.

The third contract period will be from July 20, 2030 to July 19 2031. Renewal shall be by mutual consent of CONSULTANT AND CITY/DISTRICT as approved by the City Council/District Board.

CONSULTANT shall not commence Services or work until a Notice to Proceed is issued by CITY/DISTRICT.
(b) Notwithstanding the provisions of (a) above, CITY/DISTRICT may with or without cause, direct CONSULTANT to suspend, delay or interrupt Services, in whole or in part, for such periods of time as CITY/DISTRICT may determine in its sole discretion.

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

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

Notwithstanding the foregoing, the combined total of compensation and reimbursement of costs payable hereunder shall not exceed the total amount identified in all Task Orders issued by the City/District against this agreement. The Consultant shall only be paid for services performed under this Agreement to the extent authorized by written Task Order or Notice to Proceed for Land Development Services. No overhead or other expenses can be recovered for interim periods when the Consultant’s services are not utilized by the City/District. Invoices for amounts in excess of each Task Order shall not be paid unless the performance of services and/or reimbursement of costs and expenses in excess of said amounts have been approved in advance of performing such services or incurring such costs and expenses by CITY’s Manager (for contracts less than $50,000) or CITY Board (for contracts $50,000 or more) evidenced by motion duly made and carried and a written contract amendment having been executed,.

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

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

CITY/DISTRICT will not withhold any Federal or State income taxes or Social Security tax from any payments made by CITY/DISTRICT to CONSULTANT under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums is the sole responsibility of CONSULTANT. CITY/DISTRICT has no responsibility or liability for payment of CONSULTANT’s taxes or assessments.

CONSULTANT shall pay prevailing wages to its employees on any agreement in excess of $1,000.00. Copies of the general prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Agreement, as determined by the Director of the State of California Department of Industrial Relations, are on file at the County’s Capital Projects Office and may be obtained from the California Department of Industrial Relations website [http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm]. CONSULTANT shall comply with the 8-hours per day/40 hours per week/overtime/working hours restrictions for all employees, pursuant to the California Labor Code. CONSULTANT and all subconsultants shall keep and maintain accurate employee payroll records for Work performed under the Agreement. The payroll records shall be certified and submitted as required by law, including Labor Code Sections 1771.4 (if applicable) and 1776, including to the Labor Commissioner no less frequently than monthly.

CONSULTANT shall comply fully with Labor Code Section 1777.5 in the hiring of apprentices for work relating to the Agreement. If the Agreement exceeds $2,000 and is funded with federal funds, then CONSULTANT shall pay federal Davis Bacon wages and comply with applicable federal requirements.

4. Performance of Services. No work shall be performed under this Agreement except to the extent the CONSULTANT receives a Task Order from the CITY/DISTRICT’s Authorized Representative. The CITY/DISTRICT will request proposals from the CONSULTANT for each Task Order when services are needed. CONSULTANT shall respond with a scope and cost proposal in a reasonably prompt manner, no later than fifteen (15) calendar days after CITY/DISTRICT’s request. Such proposal shall include a description of the services to be performed thereunder, the maximum compensation and reimbursement of costs and expenses payable therefor, the time of performance thereof, and such other matters as the parties deem appropriate for the accomplishment of such services. Upon the approval of the terms of the proposal by CITY/DISTRICT’s Manager (for contracts less than $50,000) or CITY Council/ DISTRICT Board (for contracts $50,000 or more) by motion duly made and carried, the CITY/DISTRICT's Authorized Representative shall issue a Task Order against this agreement.

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

5. Records and Audit. CONSULTANT shall keep and maintain accurate records of all time expended

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4 and costs and expenses incurred relating to services to be performed by CONSULTANT hereunder.

Said records shall be available to CITY/DISTRICT for review and copying during regular business hours at CONSULTANT’s place of business or as otherwise agreed upon by the parties.

CONSULTANT shall prepare and maintain all writings, documents and records prepared or compiled in connection with the performance of this Agreement for a minimum of four (4) years from the termination or completion of this Agreement. This includes any handwriting, typewriting, printing, photo static, photographing and every other means of recording upon any tangible thing, any form of communication or representation including letters, words, pictures, sounds or symbols or any combination thereof.

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

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

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

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

CONSULTANT represents that it possesses all necessary training, licenses, certificates, and permits required by the federal, state, CITY/DISTRICT or municipal governments to perform the Services.

Such licenses, certificates and permits must be valid at the time CONSULTANT enters into this Agreement and must be maintained during the term of this Agreement in full force and effect.

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

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

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

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

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5 preparation and delivery to CITY/DISTRICT, become the property of CITY/DISTRICT.

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

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

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

11. Indemnity.
(a) To the fullest extent allowed by law (including without limitation California Civil Code Sections 2782 and 2782.8), CONSULTANT shall defend, indemnify, and hold harmless City of Foster City and Estero Municipal Improvement District, its officers, directors, officials, agents, employees, and volunteers (collectively, “Indemnitees”) from and against any and all claims, suits, expenses, liability, cause of action, loss, cost, damage, injury (including, without limitation, economic harm, injury to or death of any person, including an employee of CONSULTANT or its Subconsultants), of every kind, nature, and description, at law or equity, (including without limitation, incidental and consequential damages, court costs, attorneys’ fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation) (collectively “Liabilities”), that arise out of, pertain to, or relate to any negligence, recklessness, or willful misconduct of CONSULTANT, any Subconsultant, anyone directly or indirectly employed or retained by them, or anyone that they control. CONSULTANT’s obligations to indemnify, defend, hold harmless the Indemnitees shall not apply to the extent that such Liabilities are caused in whole or in part by the sole negligence, active negligence, or willful misconduct of such Indemnitee but shall apply to all other Liabilities.

If CONSULTANT is a “design professional,” as defined in California Civil Code Section 2782.8(c), CONSULTANT shall indemnify, defend, and hold the Indemnitees harmless against Liability only to the extent such Liability arises out of, pertains to, or relates to CONSULTANT’s negligence, recklessness, or willful misconduct. In such an event, the cost to defend charged to CONSULTANT shall not exceed CONSULTANT’s proportionate percentage of fault. (b) Intellectual Property Indemnification. CONSULTANT represents that professional services provided by CONSULTANT pursuant to this Agreement does not infringe on any other copyrighted work or intellectual property owned by others. CONSULTANT shall defend, indemnify and hold harmless CITY/DISTRICT from all Liabilities, that may at any time arise for any infringement of the patent rights, copyright, trade secret, trade name, trademark, service mark or any other proprietary right of any person or persons in arising from or relating to CONSULTANT’s services provided to CITY/DISTRICT under this Agreement.
(c) CITY/DISTRICT shall include a provision in the construction contract with the general contractor on the Project requiring the general contractor to indemnify CONSULTANT for damages resulting from the negligence of the general contractor and its subcontractors. CITY/DISTRICT shall

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6 also include a provision in the construction contract with the general contractor on the Project requiring the general contractor to name CONSULTANT as an additional insured on its Comprehensive General Liability insurance coverage. If CONSULTANT has the opportunity to review the construction contract prior to bidding, CITY/DISTRICT shall have no responsibility for the inadvertent omission of such provisions.
(d) CONSULTANT shall place in its agreements with Subconsultants and cause its Subconsultants to agree to the indemnification and insurance provisions in this Agreement in favor of CITY/DISTRICT and the Indemnitees in the exact form and substance as those contained in this Agreement.
(e) CITY/DISTRICT acknowledges that the discovery, presence, handling or removal of asbestos products, polychlorinated biphenyl (PCB) or other hazardous substances which may presently exist at the any Project site is outside of CONSULTANT’s responsibilities and is not included in the scope of Services CONSULTANT is to perform nor included in CONSULTANT’s insurance. CITY/DISTRICT shall hire hazardous materials consultant if the Project requires the testing or remediation of hazardous substances. CONSULTANT shall not be responsible or be involved in any way with the discovery, presence, handling or removal of such materials.

CONSULTANT shall, however, be responsible for the coordination of CONSULTANT’s services and work with the work of CITY/DISTRICT’s hazardous materials consultants. (f) Duty to Cooperate. CONSULTANT shall notify CITY/DISTRICT immediately in writing of any claim or damage related to activities or services performed under this Agreement.

CONSULTANT shall cooperate with CITY/DISTRICT in the investigation and disposition of all Liabilities arising out of the activities or services under this Agreement. Without limiting the foregoing, CONSULTANT shall take all steps necessary to assist CITY/DISTRICT in the defense of any and all Liabilities brought by a contractor hired to construct the Project regarding any errors, flaws, and/or omissions in the plans or specifications of the Project. Any additional services or work under this paragraph shall be compensated as Additional Services.

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

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

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

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

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

CITY: City of Foster City
610 Foster City Boulevard
Foster City, CA 94404-2299
Attention: Director of Public Works
CONSULTANT: Verde Design, Inc.
2455 The Alameda
Santa Clara, CA 95050

16. Assignment. This is an agreement for the personal services of CONSULTANT. CITY/DISTRICT has relied upon the skills, knowledge, experience and training of CONSULTANT and the CONSULTANT’s firm, associates and employees as an inducement to enter into this Agreement.

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

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

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

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

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

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

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

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

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

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

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

These conflict of interest, confidentiality and future service provisions and limitations shall remain fully effective indefinitely after termination of services and work to CITY/DISTRICT hereunder.

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

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

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written

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9 by their respective officers duly authorized in that behalf.

CITY OF FOSTER CITY/ESTERO MUNICIPAL

IMPROVEMENT DISTRICT
Dated: _________________________________
Art Keisel, Mayor/President
ATTEST:

Dated: ________________________________
Priscilla Schaus, City Clerk/District Secretary

APPROVED AS TO FORM
Dated:

Benjamin Stock,
City Attorney/District Legal Counsel

CONSULTANT
Dated:

Devin Conway, P.E.,
Principal

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10 EXHIBIT A

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

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

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

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

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

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

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

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

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

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

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11 EXHIBIT B

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

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

SERVICES TO BE PROVIDED
This is an Exhibit attached to and made a part of and incorporated by reference to the Agreement dated July 20, 2026, by and between Verde Design, Inc., hereinafter referred to as "CONSULTANT" and the City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "CITY/DISTRICT" providing for professional services.

1. Basic Services:

The Consultant shall provide professional engineering and related technical services to support the City on an as-needed basis.

Services may include, but are not limited to:
1) Engineering design and preparation of plans, specifications, and construction cost estimates 2) Preliminary design, planning, and feasibility studies. 3) Cost estimation (for budget and construction changes) 4) Project closeout and warranty inspections
5) Design document review for coordination, constructability, and completeness 6) Preparation of engineering reports, studies, grant applications, and technical memorandums 7) Condition assessments and capital improvement planning 8) NPDES Program support Public Outreach support and stakeholder coordination 9) Private Land Development studies and review.
10) Tentative, final maps, subdivision maps, easement review 11) Staff augmentation
12) Attendance at meetings, presentations, and coordination with regulatory agencies. 13) Emergency engineering support and response services 14) Other professional engineering, technical advisory, and related services as requested.

The services described above are representative of the types of work that may be assigned and are not intended to be allinclusive. The City may request additional services that are consistent with the Consultant's professional qualifications and expertise. Specific tasks, deliverables, schedules, staffing, and compensation shall be authorized by the City through written Task Orders issued under this Agreement. The Consultant shall perform only those services authorized in an approved Task Order unless otherwise directed in writing by the City.

PAYMENTS

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

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

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

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

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

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

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

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

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

PROJECTS AND SCHEDULE
To be determined by Task Order

END OF EXHIBIT B

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13 EXHIBIT C

FEE SCHEDULE

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14 EXHIBIT D

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

This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated July 20, 2026, by and between Verde Design, Inc., hereinafter referred to as "Consultant”, and City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "City/District", providing for professional services.

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

1.1 Insurance Requirements
☒ Commercial General Liability Insurance
Commercial General Liability Insurance including, but not limited to, Contractual Liability Insurance (specifically concerning the indemnity provisions of this Agreement with the City/District), Products-Completed Operations Hazard, liability for slander, false arrest and invasion of privacy arising out of professional services rendered hereunder, Personal Injury (including bodily injury and death), and Property Damage for liability arising out of Consultant's performance of services under this Agreement. The Commercial General Liability insurance shall contain no exclusions or limitation for independent contractors working on the behalf of the named insured.

Consultant shall maintain the Products-Completed Operations Hazard coverage for the longest period allowed by law following termination of this Agreement. The amount of said insurance coverage required by this Agreement shall be the policy limits, which shall be at least two million dollars ($2,000,000) each occurrence and four million dollars ($4,000,000) aggregate.
*Please note, the City/District will require a separate additional insured endorsement for the Commercial General Liability policy, listing the “City of Foster City/Estero Municipal Improvement District, its Council/Board members, officials, agents, officers, volunteers and employees”.

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☒ Business Automobile Liability Insurance
Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering any vehicle and/or all owned, leased, hired and non-owned vehicles used in the performance of Services pursuant to this Agreement with coverage equal to the policy limits, which shall be at least two million dollars ($1,000,000) each occurrence.
☒ Workers' Compensation Insurance
Consultant shall submit written proof that Consultant is insured against liability for workers' compensation in accordance with the provisions of section 3700 of the California Labor Code. Consultant shall require any Subconsultants to provide workers' compensation for all of the Subconsultants' employees, unless the Subconsultants' employees are covered by the insurance afforded by Consultant. If any class of employees engaged in work or services performed under this Agreement is not covered by California Labor Code section 3700, Consultant shall provide and/or require each Subconsultant to provide adequate insurance for the coverage of employees not otherwise covered. Consultant shall also maintain employer's liability insurance with limits of one million dollars ($1,000,000) for bodily injury or disease.
☒ Professional Liability Insurance
Professional Liability (Errors and Omissions) Insurance, for liability arising out of, or in connection with, all negligent acts, errors or omissions in connection with services to be provided under this Agreement, with no exclusion for claims of one insured against another insured, with coverage equal to the policy limits, which shall not be less than two million dollars ($2,000,000) per occurrence and two million dollars ($2,000,000) aggregate.

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

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

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

3. Insurance terms and conditions:

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

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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/District Risk Manager.

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

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

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

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

3.7 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/District may (but is under no obligation to) secure project-specific insurance, wrap-up insurance, or administer an owner-controlled insurance program ("OCIP"), in which case Consultant and its subconsultants shall communicate this fact to their insurance carriers and request that the risk of this project be excluded from their practice policies.

Consultant's fees under this Agreement (and the fee of its subconsultants under subconsultant agreements) shall be reduced by the amount of insurance premiums that may be avoided by consultant and its subconsultants by virtue of the City/District's obtaining the project-specific insurance, wrap-up insurance or administering an OCIP, and the exclusion of this project from coverage of Consultant's and subconsultants policies. Construction Manager and its subconsultants shall afford City/District access to their books and records and cooperate with City/District in verifying the amount of savings realized.

ATTACHED

1. Insurance Coverage Form

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

Named Insured: Effective Work Date(s):

Description of Work/Locations/Vehicles:

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

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

Other:

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

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

Professional Liability:

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

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

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

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

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

Nothing herein contained shall vary, alter or extend any provision or condition of the Policy other

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than as above stated.

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

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

ADDRESS:

TELEPHONE: ( ) DATE ISSUED:

END OF EXHIBIT D

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1 MASTER PROFESSIONAL SERVICES AGREEMENT
FOR

ON-CALL ENGINEERING SERVICES
This Agreement is made and entered into as of the 20th day of July 2026 by and between the City of Foster City/Estero Municipal Improvement District hereinafter called "CITY/DISTRICT" and Integrated Design 360, LLC, dba ID360, hereinafter called "CONSULTANT".

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

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

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

TERMS AND CONDITIONS

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

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

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

1. Term; Termination.
(a) The term of this Agreement shall commence upon the date hereinabove written and shall expire upon completion of performance of services hereunder by CONSULTANT. Initial contract period shall be from July 20, 2026, to July 19, 2029. The contract may be renewed subsequently in one5.10 Attachment 7 - Master Professional Services Agreement - Integrated Design 360 281
2 year increments as follows: The second contract period will be from July 20, 2029 to July 19 2030.

The third contract period will be from July 20, 2030 to July 19 2031. Renewal shall be by mutual consent of CONSULTANT AND CITY/DISTRICT as approved by the City Council/District Board.

CONSULTANT shall not commence Services or work until a Notice to Proceed is issued by CITY/DISTRICT.
(b) Notwithstanding the provisions of (a) above, CITY/DISTRICT may with or without cause, direct CONSULTANT to suspend, delay or interrupt Services, in whole or in part, for such periods of time as CITY/DISTRICT may determine in its sole discretion.

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

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

Notwithstanding the foregoing, the combined total of compensation and reimbursement of costs payable hereunder shall not exceed the total amount identified in all Task Orders issued by the City/District against this agreement. The Consultant shall only be paid for services performed under this Agreement to the extent authorized by written Task Order or Notice to Proceed for Land Development Services. No overhead or other expenses can be recovered for interim periods when the Consultant’s services are not utilized by the City/District. Invoices for amounts in excess of each Task Order shall not be paid unless the performance of services and/or reimbursement of costs and expenses in excess of said amounts have been approved in advance of performing such services or incurring such costs and expenses by CITY’s Manager (for contracts less than $50,000) or CITY Board (for contracts $50,000 or more) evidenced by motion duly made and carried and a written contract amendment having been executed,.

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

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

CITY/DISTRICT will not withhold any Federal or State income taxes or Social Security tax from any payments made by CITY/DISTRICT to CONSULTANT under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums is the sole responsibility of CONSULTANT. CITY/DISTRICT has no responsibility or liability for payment of CONSULTANT’s taxes or assessments.

CONSULTANT shall pay prevailing wages to its employees on any agreement in excess of $1,000.00. Copies of the general prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Agreement, as determined by the Director of the State of California Department of Industrial Relations, are on file at the County’s Capital Projects Office and may be obtained from the California Department of Industrial Relations website [http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm]. CONSULTANT shall comply with the 8-hours per day/40 hours per week/overtime/working hours restrictions for all employees, pursuant to the California Labor Code. CONSULTANT and all subconsultants shall keep and maintain accurate employee payroll records for Work performed under the Agreement. The payroll records shall be certified and submitted as required by law, including Labor Code Sections 1771.4 (if applicable) and 1776, including to the Labor Commissioner no less frequently than monthly.

CONSULTANT shall comply fully with Labor Code Section 1777.5 in the hiring of apprentices for work relating to the Agreement. If the Agreement exceeds $2,000 and is funded with federal funds, then CONSULTANT shall pay federal Davis Bacon wages and comply with applicable federal requirements.

4. Performance of Services. No work shall be performed under this Agreement except to the extent the CONSULTANT receives a Task Order from the CITY/DISTRICT’s Authorized Representative. The CITY/DISTRICT will request proposals from the CONSULTANT for each Task Order when services are needed. CONSULTANT shall respond with a scope and cost proposal in a reasonably prompt manner, no later than fifteen (15) calendar days after CITY/DISTRICT’s request. Such proposal shall include a description of the services to be performed thereunder, the maximum compensation and reimbursement of costs and expenses payable therefor, the time of performance thereof, and such other matters as the parties deem appropriate for the accomplishment of such services. Upon the approval of the terms of the proposal by CITY/DISTRICT’s Manager (for contracts less than $50,000) or CITY Council/ DISTRICT Board (for contracts $50,000 or more) by motion duly made and carried, the CITY/DISTRICT's Authorized Representative shall issue a Task Order against this agreement.

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

5. Records and Audit. CONSULTANT shall keep and maintain accurate records of all time expended

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4 and costs and expenses incurred relating to services to be performed by CONSULTANT hereunder.

Said records shall be available to CITY/DISTRICT for review and copying during regular business hours at CONSULTANT’s place of business or as otherwise agreed upon by the parties.

CONSULTANT shall prepare and maintain all writings, documents and records prepared or compiled in connection with the performance of this Agreement for a minimum of four (4) years from the termination or completion of this Agreement. This includes any handwriting, typewriting, printing, photo static, photographing and every other means of recording upon any tangible thing, any form of communication or representation including letters, words, pictures, sounds or symbols or any combination thereof.

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

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

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

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

CONSULTANT represents that it possesses all necessary training, licenses, certificates, and permits required by the federal, state, CITY/DISTRICT or municipal governments to perform the Services.

Such licenses, certificates and permits must be valid at the time CONSULTANT enters into this Agreement and must be maintained during the term of this Agreement in full force and effect.

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

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

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

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

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5 preparation and delivery to CITY/DISTRICT, become the property of CITY/DISTRICT.

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

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

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

11. Indemnity.
(a) To the fullest extent allowed by law (including without limitation California Civil Code Sections 2782 and 2782.8), CONSULTANT shall defend, indemnify, and hold harmless City of Foster City and Estero Municipal Improvement District, its officers, directors, officials, agents, employees, and volunteers (collectively, “Indemnitees”) from and against any and all claims, suits, expenses, liability, cause of action, loss, cost, damage, injury (including, without limitation, economic harm, injury to or death of any person, including an employee of CONSULTANT or its Subconsultants), of every kind, nature, and description, at law or equity, (including without limitation, incidental and consequential damages, court costs, attorneys’ fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation) (collectively “Liabilities”), that arise out of, pertain to, or relate to any negligence, recklessness, or willful misconduct of CONSULTANT, any Subconsultant, anyone directly or indirectly employed or retained by them, or anyone that they control. CONSULTANT’s obligations to indemnify, defend, hold harmless the Indemnitees shall not apply to the extent that such Liabilities are caused in whole or in part by the sole negligence, active negligence, or willful misconduct of such Indemnitee but shall apply to all other Liabilities.

If CONSULTANT is a “design professional,” as defined in California Civil Code Section 2782.8(c), CONSULTANT shall indemnify, defend, and hold the Indemnitees harmless against Liability only to the extent such Liability arises out of, pertains to, or relates to CONSULTANT’s negligence, recklessness, or willful misconduct. In such an event, the cost to defend charged to CONSULTANT shall not exceed CONSULTANT’s proportionate percentage of fault. (b) Intellectual Property Indemnification. CONSULTANT represents that professional services provided by CONSULTANT pursuant to this Agreement does not infringe on any other copyrighted work or intellectual property owned by others. CONSULTANT shall defend, indemnify and hold harmless CITY/DISTRICT from all Liabilities, that may at any time arise for any infringement of the patent rights, copyright, trade secret, trade name, trademark, service mark or any other proprietary right of any person or persons in arising from or relating to CONSULTANT’s services provided to CITY/DISTRICT under this Agreement.
(c) CITY/DISTRICT shall include a provision in the construction contract with the general contractor on the Project requiring the general contractor to indemnify CONSULTANT for damages resulting from the negligence of the general contractor and its subcontractors. CITY/DISTRICT shall

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6 also include a provision in the construction contract with the general contractor on the Project requiring the general contractor to name CONSULTANT as an additional insured on its Comprehensive General Liability insurance coverage. If CONSULTANT has the opportunity to review the construction contract prior to bidding, CITY/DISTRICT shall have no responsibility for the inadvertent omission of such provisions.
(d) CONSULTANT shall place in its agreements with Subconsultants and cause its Subconsultants to agree to the indemnification and insurance provisions in this Agreement in favor of CITY/DISTRICT and the Indemnitees in the exact form and substance as those contained in this Agreement.
(e) CITY/DISTRICT acknowledges that the discovery, presence, handling or removal of asbestos products, polychlorinated biphenyl (PCB) or other hazardous substances which may presently exist at the any Project site is outside of CONSULTANT’s responsibilities and is not included in the scope of Services CONSULTANT is to perform nor included in CONSULTANT’s insurance. CITY/DISTRICT shall hire hazardous materials consultant if the Project requires the testing or remediation of hazardous substances. CONSULTANT shall not be responsible or be involved in any way with the discovery, presence, handling or removal of such materials.

CONSULTANT shall, however, be responsible for the coordination of CONSULTANT’s services and work with the work of CITY/DISTRICT’s hazardous materials consultants. (f) Duty to Cooperate. CONSULTANT shall notify CITY/DISTRICT immediately in writing of any claim or damage related to activities or services performed under this Agreement.

CONSULTANT shall cooperate with CITY/DISTRICT in the investigation and disposition of all Liabilities arising out of the activities or services under this Agreement. Without limiting the foregoing, CONSULTANT shall take all steps necessary to assist CITY/DISTRICT in the defense of any and all Liabilities brought by a contractor hired to construct the Project regarding any errors, flaws, and/or omissions in the plans or specifications of the Project. Any additional services or work under this paragraph shall be compensated as Additional Services.

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

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

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

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

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

CITY: City of Foster City
610 Foster City Boulevard
Foster City, CA 94404-2299
Attention: Director of Public Works
CONSULTANT: Integrated Design 360, LLC, dba ID360
1100 Laurel Street, Suite D,
San Carlos, CA 94070

16. Assignment. This is an agreement for the personal services of CONSULTANT. CITY/DISTRICT has relied upon the skills, knowledge, experience and training of CONSULTANT and the CONSULTANT’s firm, associates and employees as an inducement to enter into this Agreement.

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

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

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

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

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

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

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

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

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

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

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

These conflict of interest, confidentiality and future service provisions and limitations shall remain fully effective indefinitely after termination of services and work to CITY/DISTRICT hereunder.

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

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

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written

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9 by their respective officers duly authorized in that behalf.

CITY OF FOSTER CITY/ESTERO MUNICIPAL

IMPROVEMENT DISTRICT
Dated: _________________________________
Art Keisel, Mayor/President
ATTEST:

Dated: ________________________________
Priscilla Schaus, City Clerk/District Secretary

APPROVED AS TO FORM
Dated:

Benjamin Stock,
City Attorney/District Legal Counsel

CONSULTANT
Dated:

Melanie Jacobson
President

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10 EXHIBIT A

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

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

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

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

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

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

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

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

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

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

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11 EXHIBIT B

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

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

SERVICES TO BE PROVIDED
This is an Exhibit attached to and made a part of and incorporated by reference to the Agreement dated July 20, 2026, by and between Integrated Design 360, LLC, dba ID360, hereinafter referred to as "CONSULTANT" and the City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "CITY/DISTRICT" providing for professional services.

1. Basic Services:

The Consultant shall provide professional engineering and related technical services to support the City on an as-needed basis.

Services may include, but are not limited to:
1) Engineering design and preparation of plans, specifications, and construction cost estimates 2) Preliminary design, planning, and feasibility studies. 3) Cost estimation (for budget and construction changes) 4) Project closeout and warranty inspections
5) Design document review for coordination, constructability, and completeness 6) Preparation of engineering reports, studies, grant applications, and technical memorandums 7) Condition assessments and capital improvement planning 8) NPDES Program support Public Outreach support and stakeholder coordination 9) Private Land Development studies and review.
10) Tentative, final maps, subdivision maps, easement review 11) Staff augmentation
12) Attendance at meetings, presentations, and coordination with regulatory agencies. 13) Emergency engineering support and response services 14) Other professional engineering, technical advisory, and related services as requested.

The services described above are representative of the types of work that may be assigned and are not intended to be allinclusive. The City may request additional services that are consistent with the Consultant's professional qualifications and expertise. Specific tasks, deliverables, schedules, staffing, and compensation shall be authorized by the City through written Task Orders issued under this Agreement. The Consultant shall perform only those services authorized in an approved Task Order unless otherwise directed in writing by the City.

PAYMENTS

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

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

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

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

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

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

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

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

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

PROJECTS AND SCHEDULE
To be determined by Task Order

END OF EXHIBIT B

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13 EXHIBIT C

FEE SCHEDULE

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14 EXHIBIT D

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

This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated July 20, 2026, by and between Integrated Design 360, LLC, dba ID360, hereinafter referred to as "Consultant”, and City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "City/District", providing for professional services.

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

1.1 Insurance Requirements
☒ Commercial General Liability Insurance
Commercial General Liability Insurance including, but not limited to, Contractual Liability Insurance (specifically concerning the indemnity provisions of this Agreement with the City/District), Products-Completed Operations Hazard, liability for slander, false arrest and invasion of privacy arising out of professional services rendered hereunder, Personal Injury (including bodily injury and death), and Property Damage for liability arising out of Consultant's performance of services under this Agreement. The Commercial General Liability insurance shall contain no exclusions or limitation for independent contractors working on the behalf of the named insured.

Consultant shall maintain the Products-Completed Operations Hazard coverage for the longest period allowed by law following termination of this Agreement. The amount of said insurance coverage required by this Agreement shall be the policy limits, which shall be at least two million dollars ($2,000,000) each occurrence and four million dollars ($4,000,000) aggregate.
*Please note, the City/District will require a separate additional insured endorsement for the Commercial General Liability policy, listing the “City of Foster City/Estero Municipal Improvement District, its Council/Board members, officials, agents, officers, volunteers and employees”.

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☒ Business Automobile Liability Insurance
Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering any vehicle and/or all owned, leased, hired and non-owned vehicles used in the performance of Services pursuant to this Agreement with coverage equal to the policy limits, which shall be at least two million dollars ($1,000,000) each occurrence.
☒ Workers' Compensation Insurance
Consultant shall submit written proof that Consultant is insured against liability for workers' compensation in accordance with the provisions of section 3700 of the California Labor Code. Consultant shall require any Subconsultants to provide workers' compensation for all of the Subconsultants' employees, unless the Subconsultants' employees are covered by the insurance afforded by Consultant. If any class of employees engaged in work or services performed under this Agreement is not covered by California Labor Code section 3700, Consultant shall provide and/or require each Subconsultant to provide adequate insurance for the coverage of employees not otherwise covered. Consultant shall also maintain employer's liability insurance with limits of one million dollars ($1,000,000) for bodily injury or disease.
☒ Professional Liability Insurance
Professional Liability (Errors and Omissions) Insurance, for liability arising out of, or in connection with, all negligent acts, errors or omissions in connection with services to be provided under this Agreement, with no exclusion for claims of one insured against another insured, with coverage equal to the policy limits, which shall not be less than two million dollars ($2,000,000) per occurrence and two million dollars ($2,000,000) aggregate.

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

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

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

3. Insurance terms and conditions:

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

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16 Updated 4/20/2021

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/District Risk Manager.

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

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

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

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

3.7 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/District may (but is under no obligation to) secure project-specific insurance, wrap-up insurance, or administer an owner-controlled insurance program ("OCIP"), in which case Consultant and its subconsultants shall communicate this fact to their insurance carriers and request that the risk of this project be excluded from their practice policies.

Consultant's fees under this Agreement (and the fee of its subconsultants under subconsultant agreements) shall be reduced by the amount of insurance premiums that may be avoided by consultant and its subconsultants by virtue of the City/District's obtaining the project-specific insurance, wrap-up insurance or administering an OCIP, and the exclusion of this project from coverage of Consultant's and subconsultants policies. Construction Manager and its subconsultants shall afford City/District access to their books and records and cooperate with City/District in verifying the amount of savings realized.

ATTACHED

1. Insurance Coverage Form

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

Named Insured: Effective Work Date(s):

Description of Work/Locations/Vehicles:

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

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

Other:

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

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

Professional Liability:

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

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

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

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

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

Nothing herein contained shall vary, alter or extend any provision or condition of the Policy other

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than as above stated.

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

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

ADDRESS:

TELEPHONE: ( ) DATE ISSUED:

END OF EXHIBIT D

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1 MASTER PROFESSIONAL SERVICES AGREEMENT
FOR

ON-CALL ENGINEERING SERVICES
This Agreement is made and entered into as of the 20th day of July 2026 by and between the City of Foster City/Estero Municipal Improvement District hereinafter called "CITY/DISTRICT" and CSG Consultants, Inc., hereinafter called "CONSULTANT".

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

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

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

TERMS AND CONDITIONS

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

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

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

1. Term; Termination.
(a) The term of this Agreement shall commence upon the date hereinabove written and shall expire upon completion of performance of services hereunder by CONSULTANT. Initial contract period shall be from July 20, 2026, to July 19, 2029. The contract may be renewed subsequently in one5.10 Attachment 8 - Master Professional Services Agreement - CSG Consultants 299
2 year increments as follows: The second contract period will be from July 20, 2029 to July 19 2030.

The third contract period will be from July 20, 2030 to July 19 2031. Renewal shall be by mutual consent of CONSULTANT AND CITY/DISTRICT as approved by the City Council/District Board.

CONSULTANT shall not commence Services or work until a Notice to Proceed is issued by CITY/DISTRICT.
(b) Notwithstanding the provisions of (a) above, CITY/DISTRICT may with or without cause, direct CONSULTANT to suspend, delay or interrupt Services, in whole or in part, for such periods of time as CITY/DISTRICT may determine in its sole discretion.

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

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

Notwithstanding the foregoing, the combined total of compensation and reimbursement of costs payable hereunder shall not exceed the total amount identified in all Task Orders issued by the City/District against this agreement. The Consultant shall only be paid for services performed under this Agreement to the extent authorized by written Task Order or Notice to Proceed for Land Development Services. No overhead or other expenses can be recovered for interim periods when the Consultant’s services are not utilized by the City/District. Invoices for amounts in excess of each Task Order shall not be paid unless the performance of services and/or reimbursement of costs and expenses in excess of said amounts have been approved in advance of performing such services or incurring such costs and expenses by CITY’s Manager (for contracts less than $50,000) or CITY Board (for contracts $50,000 or more) evidenced by motion duly made and carried and a written contract amendment having been executed,.

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

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

CITY/DISTRICT will not withhold any Federal or State income taxes or Social Security tax from any payments made by CITY/DISTRICT to CONSULTANT under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums is the sole responsibility of CONSULTANT. CITY/DISTRICT has no responsibility or liability for payment of CONSULTANT’s taxes or assessments.

CONSULTANT shall pay prevailing wages to its employees on any agreement in excess of $1,000.00. Copies of the general prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Agreement, as determined by the Director of the State of California Department of Industrial Relations, are on file at the County’s Capital Projects Office and may be obtained from the California Department of Industrial Relations website [http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm]. CONSULTANT shall comply with the 8-hours per day/40 hours per week/overtime/working hours restrictions for all employees, pursuant to the California Labor Code. CONSULTANT and all subconsultants shall keep and maintain accurate employee payroll records for Work performed under the Agreement. The payroll records shall be certified and submitted as required by law, including Labor Code Sections 1771.4 (if applicable) and 1776, including to the Labor Commissioner no less frequently than monthly.

CONSULTANT shall comply fully with Labor Code Section 1777.5 in the hiring of apprentices for work relating to the Agreement. If the Agreement exceeds $2,000 and is funded with federal funds, then CONSULTANT shall pay federal Davis Bacon wages and comply with applicable federal requirements.

4. Performance of Services. No work shall be performed under this Agreement except to the extent the CONSULTANT receives a Task Order from the CITY/DISTRICT’s Authorized Representative. The CITY/DISTRICT will request proposals from the CONSULTANT for each Task Order when services are needed. CONSULTANT shall respond with a scope and cost proposal in a reasonably prompt manner, no later than fifteen (15) calendar days after CITY/DISTRICT’s request. Such proposal shall include a description of the services to be performed thereunder, the maximum compensation and reimbursement of costs and expenses payable therefor, the time of performance thereof, and such other matters as the parties deem appropriate for the accomplishment of such services. Upon the approval of the terms of the proposal by CITY/DISTRICT’s Manager (for contracts less than $50,000) or CITY Council/ DISTRICT Board (for contracts $50,000 or more) by motion duly made and carried, the CITY/DISTRICT's Authorized Representative shall issue a Task Order against this agreement.

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

5. Records and Audit. CONSULTANT shall keep and maintain accurate records of all time expended

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4 and costs and expenses incurred relating to services to be performed by CONSULTANT hereunder.

Said records shall be available to CITY/DISTRICT for review and copying during regular business hours at CONSULTANT’s place of business or as otherwise agreed upon by the parties.

CONSULTANT shall prepare and maintain all writings, documents and records prepared or compiled in connection with the performance of this Agreement for a minimum of four (4) years from the termination or completion of this Agreement. This includes any handwriting, typewriting, printing, photo static, photographing and every other means of recording upon any tangible thing, any form of communication or representation including letters, words, pictures, sounds or symbols or any combination thereof.

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

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

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

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

CONSULTANT represents that it possesses all necessary training, licenses, certificates, and permits required by the federal, state, CITY/DISTRICT or municipal governments to perform the Services.

Such licenses, certificates and permits must be valid at the time CONSULTANT enters into this Agreement and must be maintained during the term of this Agreement in full force and effect.

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

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

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

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

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5 preparation and delivery to CITY/DISTRICT, become the property of CITY/DISTRICT.

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

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

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

11. Indemnity.
(a) To the fullest extent allowed by law (including without limitation California Civil Code Sections 2782 and 2782.8), CONSULTANT shall defend, indemnify, and hold harmless City of Foster City and Estero Municipal Improvement District, its officers, directors, officials, agents, employees, and volunteers (collectively, “Indemnitees”) from and against any and all claims, suits, expenses, liability, cause of action, loss, cost, damage, injury (including, without limitation, economic harm, injury to or death of any person, including an employee of CONSULTANT or its Subconsultants), of every kind, nature, and description, at law or equity, (including without limitation, incidental and consequential damages, court costs, attorneys’ fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation) (collectively “Liabilities”), that arise out of, pertain to, or relate to any negligence, recklessness, or willful misconduct of CONSULTANT, any Subconsultant, anyone directly or indirectly employed or retained by them, or anyone that they control. CONSULTANT’s obligations to indemnify, defend, hold harmless the Indemnitees shall not apply to the extent that such Liabilities are caused in whole or in part by the sole negligence, active negligence, or willful misconduct of such Indemnitee but shall apply to all other Liabilities.

If CONSULTANT is a “design professional,” as defined in California Civil Code Section 2782.8(c), CONSULTANT shall indemnify, defend, and hold the Indemnitees harmless against Liability only to the extent such Liability arises out of, pertains to, or relates to CONSULTANT’s negligence, recklessness, or willful misconduct. In such an event, the cost to defend charged to CONSULTANT shall not exceed CONSULTANT’s proportionate percentage of fault. (b) Intellectual Property Indemnification. CONSULTANT represents that professional services provided by CONSULTANT pursuant to this Agreement does not infringe on any other copyrighted work or intellectual property owned by others. CONSULTANT shall defend, indemnify and hold harmless CITY/DISTRICT from all Liabilities, that may at any time arise for any infringement of the patent rights, copyright, trade secret, trade name, trademark, service mark or any other proprietary right of any person or persons in arising from or relating to CONSULTANT’s services provided to CITY/DISTRICT under this Agreement.
(c) CITY/DISTRICT shall include a provision in the construction contract with the general contractor on the Project requiring the general contractor to indemnify CONSULTANT for damages resulting from the negligence of the general contractor and its subcontractors. CITY/DISTRICT shall

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6 also include a provision in the construction contract with the general contractor on the Project requiring the general contractor to name CONSULTANT as an additional insured on its Comprehensive General Liability insurance coverage. If CONSULTANT has the opportunity to review the construction contract prior to bidding, CITY/DISTRICT shall have no responsibility for the inadvertent omission of such provisions.
(d) CONSULTANT shall place in its agreements with Subconsultants and cause its Subconsultants to agree to the indemnification and insurance provisions in this Agreement in favor of CITY/DISTRICT and the Indemnitees in the exact form and substance as those contained in this Agreement.
(e) CITY/DISTRICT acknowledges that the discovery, presence, handling or removal of asbestos products, polychlorinated biphenyl (PCB) or other hazardous substances which may presently exist at the any Project site is outside of CONSULTANT’s responsibilities and is not included in the scope of Services CONSULTANT is to perform nor included in CONSULTANT’s insurance. CITY/DISTRICT shall hire hazardous materials consultant if the Project requires the testing or remediation of hazardous substances. CONSULTANT shall not be responsible or be involved in any way with the discovery, presence, handling or removal of such materials.

CONSULTANT shall, however, be responsible for the coordination of CONSULTANT’s services and work with the work of CITY/DISTRICT’s hazardous materials consultants. (f) Duty to Cooperate. CONSULTANT shall notify CITY/DISTRICT immediately in writing of any claim or damage related to activities or services performed under this Agreement.

CONSULTANT shall cooperate with CITY/DISTRICT in the investigation and disposition of all Liabilities arising out of the activities or services under this Agreement. Without limiting the foregoing, CONSULTANT shall take all steps necessary to assist CITY/DISTRICT in the defense of any and all Liabilities brought by a contractor hired to construct the Project regarding any errors, flaws, and/or omissions in the plans or specifications of the Project. Any additional services or work under this paragraph shall be compensated as Additional Services.

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

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

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

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

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

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

16. Assignment. This is an agreement for the personal services of CONSULTANT. CITY/DISTRICT has relied upon the skills, knowledge, experience and training of CONSULTANT and the CONSULTANT’s firm, associates and employees as an inducement to enter into this Agreement.

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

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

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

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

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

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

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

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

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

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

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

These conflict of interest, confidentiality and future service provisions and limitations shall remain fully effective indefinitely after termination of services and work to CITY/DISTRICT hereunder.

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

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

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written

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9 by their respective officers duly authorized in that behalf.

CITY OF FOSTER CITY/ESTERO MUNICIPAL

IMPROVEMENT DISTRICT
Dated: _________________________________
Art Keisel, Mayor/President
ATTEST:

Dated: ________________________________
Priscilla Schaus, City Clerk/District Secretary

APPROVED AS TO FORM
Dated:

Benjamin Stock,
City Attorney/District Legal Counsel

CONSULTANT
Dated:

Cyrus Kianpour
President

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10 EXHIBIT A

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

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

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

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

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

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

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

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

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

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

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11 EXHIBIT B

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

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

SERVICES TO BE PROVIDED
This is an Exhibit attached to and made a part of and incorporated by reference to the Agreement dated July 20, 2026, by and between CSG Consultants, Inc., hereinafter referred to as "CONSULTANT" and the City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "CITY/DISTRICT" providing for professional services.

1. Basic Services:

The Consultant shall provide professional engineering and related technical services to support the City on an as-needed basis.

Services may include, but are not limited to:
1) Engineering design and preparation of plans, specifications, and construction cost estimates 2) Preliminary design, planning, and feasibility studies. 3) Cost estimation (for budget and construction changes) 4) Project closeout and warranty inspections
5) Design document review for coordination, constructability, and completeness 6) Preparation of engineering reports, studies, grant applications, and technical memorandums 7) Condition assessments and capital improvement planning 8) NPDES Program support Public Outreach support and stakeholder coordination 9) Private Land Development studies and review.
10) Tentative, final maps, subdivision maps, easement review 11) Staff augmentation
12) Attendance at meetings, presentations, and coordination with regulatory agencies. 13) Emergency engineering support and response services 14) Other professional engineering, technical advisory, and related services as requested.

The services described above are representative of the types of work that may be assigned and are not intended to be allinclusive. The City may request additional services that are consistent with the Consultant's professional qualifications and expertise. Specific tasks, deliverables, schedules, staffing, and compensation shall be authorized by the City through written Task Orders issued under this Agreement. The Consultant shall perform only those services authorized in an approved Task Order unless otherwise directed in writing by the City.

PAYMENTS

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

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

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

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

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

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

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

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

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

PROJECTS AND SCHEDULE
To be determined by Task Order

END OF EXHIBIT B

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13 EXHIBIT C

FEE SCHEDULE

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14 EXHIBIT D

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

This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated July 20, 2026, by and between CSG Consultants, Inc., hereinafter referred to as "Consultant”, and City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "City/District", providing for professional services.

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

1.1 Insurance Requirements
☒ Commercial General Liability Insurance
Commercial General Liability Insurance including, but not limited to, Contractual Liability Insurance (specifically concerning the indemnity provisions of this Agreement with the City/District), Products-Completed Operations Hazard, liability for slander, false arrest and invasion of privacy arising out of professional services rendered hereunder, Personal Injury (including bodily injury and death), and Property Damage for liability arising out of Consultant's performance of services under this Agreement. The Commercial General Liability insurance shall contain no exclusions or limitation for independent contractors working on the behalf of the named insured.

Consultant shall maintain the Products-Completed Operations Hazard coverage for the longest period allowed by law following termination of this Agreement. The amount of said insurance coverage required by this Agreement shall be the policy limits, which shall be at least two million dollars ($2,000,000) each occurrence and four million dollars ($4,000,000) aggregate.
*Please note, the City/District will require a separate additional insured endorsement for the Commercial General Liability policy, listing the “City of Foster City/Estero Municipal Improvement District, its Council/Board members, officials, agents, officers, volunteers and employees”.

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☒ Business Automobile Liability Insurance
Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering any vehicle and/or all owned, leased, hired and non-owned vehicles used in the performance of Services pursuant to this Agreement with coverage equal to the policy limits, which shall be at least two million dollars ($1,000,000) each occurrence.
☒ Workers' Compensation Insurance
Consultant shall submit written proof that Consultant is insured against liability for workers' compensation in accordance with the provisions of section 3700 of the California Labor Code. Consultant shall require any Subconsultants to provide workers' compensation for all of the Subconsultants' employees, unless the Subconsultants' employees are covered by the insurance afforded by Consultant. If any class of employees engaged in work or services performed under this Agreement is not covered by California Labor Code section 3700, Consultant shall provide and/or require each Subconsultant to provide adequate insurance for the coverage of employees not otherwise covered. Consultant shall also maintain employer's liability insurance with limits of one million dollars ($1,000,000) for bodily injury or disease.
☒ Professional Liability Insurance
Professional Liability (Errors and Omissions) Insurance, for liability arising out of, or in connection with, all negligent acts, errors or omissions in connection with services to be provided under this Agreement, with no exclusion for claims of one insured against another insured, with coverage equal to the policy limits, which shall not be less than two million dollars ($2,000,000) per occurrence and two million dollars ($2,000,000) aggregate.

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

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

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

3. Insurance terms and conditions:

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

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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/District Risk Manager.

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

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

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

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

3.7 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/District may (but is under no obligation to) secure project-specific insurance, wrap-up insurance, or administer an owner-controlled insurance program ("OCIP"), in which case Consultant and its subconsultants shall communicate this fact to their insurance carriers and request that the risk of this project be excluded from their practice policies.

Consultant's fees under this Agreement (and the fee of its subconsultants under subconsultant agreements) shall be reduced by the amount of insurance premiums that may be avoided by consultant and its subconsultants by virtue of the City/District's obtaining the project-specific insurance, wrap-up insurance or administering an OCIP, and the exclusion of this project from coverage of Consultant's and subconsultants policies. Construction Manager and its subconsultants shall afford City/District access to their books and records and cooperate with City/District in verifying the amount of savings realized.

ATTACHED

1. Insurance Coverage Form

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17 Updated 4/20/2021

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

Named Insured: Effective Work Date(s):

Description of Work/Locations/Vehicles:

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

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

Other:

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

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

Professional Liability:

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

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

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

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

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

Nothing herein contained shall vary, alter or extend any provision or condition of the Policy other

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18 Updated 4/20/2021

than as above stated.

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

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

ADDRESS:

TELEPHONE: ( ) DATE ISSUED:

END OF EXHIBIT D

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1 MASTER PROFESSIONAL SERVICES AGREEMENT
FOR

ON-CALL ENGINEERING SERVICES
This Agreement is made and entered into as of the 20th day of July 2026 by and between the City of Foster City/Estero Municipal Improvement District hereinafter called "CITY/DISTRICT" and Ghirardelli Associates, Inc., hereinafter called "CONSULTANT".

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

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

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

TERMS AND CONDITIONS

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

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

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

1. Term; Termination.
(a) The term of this Agreement shall commence upon the date hereinabove written and shall expire upon completion of performance of services hereunder by CONSULTANT. Initial contract period shall be from July 20, 2026, to July 19, 2029. The contract may be renewed subsequently in one5.10 Attachment 9 - Master Professional Services Agreement - Ghirardelli Associates 317
2 year increments as follows: The second contract period will be from July 20, 2029 to July 19 2030.

The third contract period will be from July 20, 2030 to July 19 2031. Renewal shall be by mutual consent of CONSULTANT AND CITY/DISTRICT as approved by the City Council/District Board.

CONSULTANT shall not commence Services or work until a Notice to Proceed is issued by CITY/DISTRICT.
(b) Notwithstanding the provisions of (a) above, CITY/DISTRICT may with or without cause, direct CONSULTANT to suspend, delay or interrupt Services, in whole or in part, for such periods of time as CITY/DISTRICT may determine in its sole discretion.

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

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

Notwithstanding the foregoing, the combined total of compensation and reimbursement of costs payable hereunder shall not exceed the total amount identified in all Task Orders issued by the City/District against this agreement. The Consultant shall only be paid for services performed under this Agreement to the extent authorized by written Task Order or Notice to Proceed for Land Development Services. No overhead or other expenses can be recovered for interim periods when the Consultant’s services are not utilized by the City/District. Invoices for amounts in excess of each Task Order shall not be paid unless the performance of services and/or reimbursement of costs and expenses in excess of said amounts have been approved in advance of performing such services or incurring such costs and expenses by CITY’s Manager (for contracts less than $50,000) or CITY Board (for contracts $50,000 or more) evidenced by motion duly made and carried and a written contract amendment having been executed,.

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

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

CITY/DISTRICT will not withhold any Federal or State income taxes or Social Security tax from any payments made by CITY/DISTRICT to CONSULTANT under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums is the sole responsibility of CONSULTANT. CITY/DISTRICT has no responsibility or liability for payment of CONSULTANT’s taxes or assessments.

CONSULTANT shall pay prevailing wages to its employees on any agreement in excess of $1,000.00. Copies of the general prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Agreement, as determined by the Director of the State of California Department of Industrial Relations, are on file at the County’s Capital Projects Office and may be obtained from the California Department of Industrial Relations website [http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm]. CONSULTANT shall comply with the 8-hours per day/40 hours per week/overtime/working hours restrictions for all employees, pursuant to the California Labor Code. CONSULTANT and all subconsultants shall keep and maintain accurate employee payroll records for Work performed under the Agreement. The payroll records shall be certified and submitted as required by law, including Labor Code Sections 1771.4 (if applicable) and 1776, including to the Labor Commissioner no less frequently than monthly.

CONSULTANT shall comply fully with Labor Code Section 1777.5 in the hiring of apprentices for work relating to the Agreement. If the Agreement exceeds $2,000 and is funded with federal funds, then CONSULTANT shall pay federal Davis Bacon wages and comply with applicable federal requirements.

4. Performance of Services. No work shall be performed under this Agreement except to the extent the CONSULTANT receives a Task Order from the CITY/DISTRICT’s Authorized Representative. The CITY/DISTRICT will request proposals from the CONSULTANT for each Task Order when services are needed. CONSULTANT shall respond with a scope and cost proposal in a reasonably prompt manner, no later than fifteen (15) calendar days after CITY/DISTRICT’s request. Such proposal shall include a description of the services to be performed thereunder, the maximum compensation and reimbursement of costs and expenses payable therefor, the time of performance thereof, and such other matters as the parties deem appropriate for the accomplishment of such services. Upon the approval of the terms of the proposal by CITY/DISTRICT’s Manager (for contracts less than $50,000) or CITY Council/ DISTRICT Board (for contracts $50,000 or more) by motion duly made and carried, the CITY/DISTRICT's Authorized Representative shall issue a Task Order against this agreement.

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

5. Records and Audit. CONSULTANT shall keep and maintain accurate records of all time expended

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4 and costs and expenses incurred relating to services to be performed by CONSULTANT hereunder.

Said records shall be available to CITY/DISTRICT for review and copying during regular business hours at CONSULTANT’s place of business or as otherwise agreed upon by the parties.

CONSULTANT shall prepare and maintain all writings, documents and records prepared or compiled in connection with the performance of this Agreement for a minimum of four (4) years from the termination or completion of this Agreement. This includes any handwriting, typewriting, printing, photo static, photographing and every other means of recording upon any tangible thing, any form of communication or representation including letters, words, pictures, sounds or symbols or any combination thereof.

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

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

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

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

CONSULTANT represents that it possesses all necessary training, licenses, certificates, and permits required by the federal, state, CITY/DISTRICT or municipal governments to perform the Services.

Such licenses, certificates and permits must be valid at the time CONSULTANT enters into this Agreement and must be maintained during the term of this Agreement in full force and effect.

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

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

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

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

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5 preparation and delivery to CITY/DISTRICT, become the property of CITY/DISTRICT.

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

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

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

11. Indemnity.
(a) To the fullest extent allowed by law (including without limitation California Civil Code Sections 2782 and 2782.8), CONSULTANT shall defend, indemnify, and hold harmless City of Foster City and Estero Municipal Improvement District, its officers, directors, officials, agents, employees, and volunteers (collectively, “Indemnitees”) from and against any and all claims, suits, expenses, liability, cause of action, loss, cost, damage, injury (including, without limitation, economic harm, injury to or death of any person, including an employee of CONSULTANT or its Subconsultants), of every kind, nature, and description, at law or equity, (including without limitation, incidental and consequential damages, court costs, attorneys’ fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation) (collectively “Liabilities”), that arise out of, pertain to, or relate to any negligence, recklessness, or willful misconduct of CONSULTANT, any Subconsultant, anyone directly or indirectly employed or retained by them, or anyone that they control. CONSULTANT’s obligations to indemnify, defend, hold harmless the Indemnitees shall not apply to the extent that such Liabilities are caused in whole or in part by the sole negligence, active negligence, or willful misconduct of such Indemnitee but shall apply to all other Liabilities.

If CONSULTANT is a “design professional,” as defined in California Civil Code Section 2782.8(c), CONSULTANT shall indemnify, defend, and hold the Indemnitees harmless against Liability only to the extent such Liability arises out of, pertains to, or relates to CONSULTANT’s negligence, recklessness, or willful misconduct. In such an event, the cost to defend charged to CONSULTANT shall not exceed CONSULTANT’s proportionate percentage of fault. (b) Intellectual Property Indemnification. CONSULTANT represents that professional services provided by CONSULTANT pursuant to this Agreement does not infringe on any other copyrighted work or intellectual property owned by others. CONSULTANT shall defend, indemnify and hold harmless CITY/DISTRICT from all Liabilities, that may at any time arise for any infringement of the patent rights, copyright, trade secret, trade name, trademark, service mark or any other proprietary right of any person or persons in arising from or relating to CONSULTANT’s services provided to CITY/DISTRICT under this Agreement.
(c) CITY/DISTRICT shall include a provision in the construction contract with the general contractor on the Project requiring the general contractor to indemnify CONSULTANT for damages resulting from the negligence of the general contractor and its subcontractors. CITY/DISTRICT shall

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6 also include a provision in the construction contract with the general contractor on the Project requiring the general contractor to name CONSULTANT as an additional insured on its Comprehensive General Liability insurance coverage. If CONSULTANT has the opportunity to review the construction contract prior to bidding, CITY/DISTRICT shall have no responsibility for the inadvertent omission of such provisions.
(d) CONSULTANT shall place in its agreements with Subconsultants and cause its Subconsultants to agree to the indemnification and insurance provisions in this Agreement in favor of CITY/DISTRICT and the Indemnitees in the exact form and substance as those contained in this Agreement.
(e) CITY/DISTRICT acknowledges that the discovery, presence, handling or removal of asbestos products, polychlorinated biphenyl (PCB) or other hazardous substances which may presently exist at the any Project site is outside of CONSULTANT’s responsibilities and is not included in the scope of Services CONSULTANT is to perform nor included in CONSULTANT’s insurance. CITY/DISTRICT shall hire hazardous materials consultant if the Project requires the testing or remediation of hazardous substances. CONSULTANT shall not be responsible or be involved in any way with the discovery, presence, handling or removal of such materials.

CONSULTANT shall, however, be responsible for the coordination of CONSULTANT’s services and work with the work of CITY/DISTRICT’s hazardous materials consultants. (f) Duty to Cooperate. CONSULTANT shall notify CITY/DISTRICT immediately in writing of any claim or damage related to activities or services performed under this Agreement.

CONSULTANT shall cooperate with CITY/DISTRICT in the investigation and disposition of all Liabilities arising out of the activities or services under this Agreement. Without limiting the foregoing, CONSULTANT shall take all steps necessary to assist CITY/DISTRICT in the defense of any and all Liabilities brought by a contractor hired to construct the Project regarding any errors, flaws, and/or omissions in the plans or specifications of the Project. Any additional services or work under this paragraph shall be compensated as Additional Services.

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

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

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

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

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

CITY: City of Foster City
610 Foster City Boulevard
Foster City, CA 94404-2299
Attention: Director of Public Works
CONSULTANT: Ghirardelli Associates, Inc.
2990 Lava Ridge Court, Ste. 200
Roseville, CA 95661

16. Assignment. This is an agreement for the personal services of CONSULTANT. CITY/DISTRICT has relied upon the skills, knowledge, experience and training of CONSULTANT and the CONSULTANT’s firm, associates and employees as an inducement to enter into this Agreement.

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

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

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

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

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

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

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

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

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

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

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

These conflict of interest, confidentiality and future service provisions and limitations shall remain fully effective indefinitely after termination of services and work to CITY/DISTRICT hereunder.

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

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

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written

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9 by their respective officers duly authorized in that behalf.

CITY OF FOSTER CITY/ESTERO MUNICIPAL

IMPROVEMENT DISTRICT
Dated: _________________________________
Art Keisel, Mayor/President
ATTEST:

Dated: ________________________________
Priscilla Schaus, City Clerk/District Secretary

APPROVED AS TO FORM
Dated:

Benjamin Stock,
City Attorney/District Legal Counsel

CONSULTANT
Dated:

Raewyn Leo-Butcher
Executive Vice President

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10 EXHIBIT A

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

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

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

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

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

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

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

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

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

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

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11 EXHIBIT B

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

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

SERVICES TO BE PROVIDED
This is an Exhibit attached to and made a part of and incorporated by reference to the Agreement dated July 20, 2026, by and between Ghirardelli Associates, Inc., hereinafter referred to as "CONSULTANT" and the City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "CITY/DISTRICT" providing for professional services.

1. Basic Services:

The Consultant shall provide professional engineering and related technical services to support the City on an as-needed basis.

Services may include, but are not limited to:
1) Engineering design and preparation of plans, specifications, and construction cost estimates 2) Preliminary design, planning, and feasibility studies. 3) Cost estimation (for budget and construction changes) 4) Project closeout and warranty inspections
5) Design document review for coordination, constructability, and completeness 6) Preparation of engineering reports, studies, grant applications, and technical memorandums 7) Condition assessments and capital improvement planning 8) NPDES Program support Public Outreach support and stakeholder coordination 9) Private Land Development studies and review.
10) Tentative, final maps, subdivision maps, easement review 11) Staff augmentation
12) Attendance at meetings, presentations, and coordination with regulatory agencies. 13) Emergency engineering support and response services 14) Construction management, project management, monitoring & testing, administration, construction document reviews and coordination services
15) Construction inspection, materials inspection, testing coordination, and quality assurance/quality control 16) Coordination of materials testing, laboratory services, surveying, commissioning, and specialty inspections
17) Constructability reviews
18) Review contractor schedules, work plans, submittals, shop drawings, RFIs, and other contract documents
19) Review and negotiation of change orders, contract modifications, requests for adjustment, and claims support
20) Review of contractor payment applications, force account documentation, and project cost tracking 21) Coordination of utility relocations, traffic control, environmental compliance, and public notifications. 22) Monitoring construction progress, schedule, budget, and contract compliance 23) Monitoring compliance with permit requirements, environmental regulations, safety requirements, labor compliance, and applicable federal, state, and local laws 24) Support for project acceptance, final inspections, warranty inspections, and preparation of record documents
25) Other professional construction management, engineering support, inspection, and related technical

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12 services as requested
26) Other professional engineering, technical advisory, and related services as requested.

The services described above are representative of the types of work that may be assigned and are not intended to be allinclusive. The City may request additional services that are consistent with the Consultant's professional qualifications and expertise. Specific tasks, deliverables, schedules, staffing, and compensation shall be authorized by the City through written Task Orders issued under this Agreement. The Consultant shall perform only those services authorized in an approved Task Order unless otherwise directed in writing by the City.

PAYMENTS

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

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

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

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

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

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

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

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

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

PROJECTS AND SCHEDULE
To be determined by Task Order

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13 END OF EXHIBIT B

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14 EXHIBIT C

FEE SCHEDULE

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15 EXHIBIT D

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

This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated July 20, 2026, by and between Ghirardelli Associates, Inc., hereinafter referred to as "Consultant”, and City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "City/District", providing for professional services.

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

1.1 Insurance Requirements
☒ Commercial General Liability Insurance
Commercial General Liability Insurance including, but not limited to, Contractual Liability Insurance (specifically concerning the indemnity provisions of this Agreement with the City/District), Products-Completed Operations Hazard, liability for slander, false arrest and invasion of privacy arising out of professional services rendered hereunder, Personal Injury (including bodily injury and death), and Property Damage for liability arising out of Consultant's performance of services under this Agreement. The Commercial General Liability insurance shall contain no exclusions or limitation for independent contractors working on the behalf of the named insured.

Consultant shall maintain the Products-Completed Operations Hazard coverage for the longest period allowed by law following termination of this Agreement. The amount of said insurance coverage required by this Agreement shall be the policy limits, which shall be at least two million dollars ($2,000,000) each occurrence and four million dollars ($4,000,000) aggregate.
*Please note, the City/District will require a separate additional insured endorsement for the Commercial General Liability policy, listing the “City of Foster City/Estero Municipal Improvement District, its Council/Board members, officials, agents, officers, volunteers and employees”.

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☒ Business Automobile Liability Insurance
Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering any vehicle and/or all owned, leased, hired and non-owned vehicles used in the performance of Services pursuant to this Agreement with coverage equal to the policy limits, which shall be at least two million dollars ($1,000,000) each occurrence.
☒ Workers' Compensation Insurance
Consultant shall submit written proof that Consultant is insured against liability for workers' compensation in accordance with the provisions of section 3700 of the California Labor Code. Consultant shall require any Subconsultants to provide workers' compensation for all of the Subconsultants' employees, unless the Subconsultants' employees are covered by the insurance afforded by Consultant. If any class of employees engaged in work or services performed under this Agreement is not covered by California Labor Code section 3700, Consultant shall provide and/or require each Subconsultant to provide adequate insurance for the coverage of employees not otherwise covered. Consultant shall also maintain employer's liability insurance with limits of one million dollars ($1,000,000) for bodily injury or disease.
☒ Professional Liability Insurance
Professional Liability (Errors and Omissions) Insurance, for liability arising out of, or in connection with, all negligent acts, errors or omissions in connection with services to be provided under this Agreement, with no exclusion for claims of one insured against another insured, with coverage equal to the policy limits, which shall not be less than two million dollars ($2,000,000) per occurrence and two million dollars ($2,000,000) aggregate.

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

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

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

3. Insurance terms and conditions:

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

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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/District Risk Manager.

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

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

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

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

3.7 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/District may (but is under no obligation to) secure project-specific insurance, wrap-up insurance, or administer an owner-controlled insurance program ("OCIP"), in which case Consultant and its subconsultants shall communicate this fact to their insurance carriers and request that the risk of this project be excluded from their practice policies.

Consultant's fees under this Agreement (and the fee of its subconsultants under subconsultant agreements) shall be reduced by the amount of insurance premiums that may be avoided by consultant and its subconsultants by virtue of the City/District's obtaining the project-specific insurance, wrap-up insurance or administering an OCIP, and the exclusion of this project from coverage of Consultant's and subconsultants policies. Construction Manager and its subconsultants shall afford City/District access to their books and records and cooperate with City/District in verifying the amount of savings realized.

ATTACHED

1. Insurance Coverage Form

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

Named Insured: Effective Work Date(s):

Description of Work/Locations/Vehicles:

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

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

Other:

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

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

Professional Liability:

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

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

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

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

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

Nothing herein contained shall vary, alter or extend any provision or condition of the Policy other

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than as above stated.

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

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

ADDRESS:

TELEPHONE: ( ) DATE ISSUED:

END OF EXHIBIT D

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1 MASTER PROFESSIONAL SERVICES AGREEMENT
FOR

ON-CALL ENGINEERING SERVICES
This Agreement is made and entered into as of the 20th day of July 2026 by and between the City of Foster City/Estero Municipal Improvement District hereinafter called "CITY/DISTRICT" and HydroScience Engineers, Inc., hereinafter called "CONSULTANT".

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

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

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

TERMS AND CONDITIONS

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

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

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

1. Term; Termination.
(a) The term of this Agreement shall commence upon the date hereinabove written and shall expire upon completion of performance of services hereunder by CONSULTANT. Initial contract period shall be from July 20, 2026, to July 19, 2029. The contract may be renewed subsequently in one5.10 Attachment 10 - Master Professional Services Agreement - HydroScience Engineers 336
2 year increments as follows: The second contract period will be from July 20, 2029 to July 19 2030.

The third contract period will be from July 20, 2030 to July 19 2031. Renewal shall be by mutual consent of CONSULTANT AND CITY/DISTRICT as approved by the City Council/District Board.

CONSULTANT shall not commence Services or work until a Notice to Proceed is issued by CITY/DISTRICT.
(b) Notwithstanding the provisions of (a) above, CITY/DISTRICT may with or without cause, direct CONSULTANT to suspend, delay or interrupt Services, in whole or in part, for such periods of time as CITY/DISTRICT may determine in its sole discretion.

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

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

Notwithstanding the foregoing, the combined total of compensation and reimbursement of costs payable hereunder shall not exceed the total amount identified in all Task Orders issued by the City/District against this agreement. The Consultant shall only be paid for services performed under this Agreement to the extent authorized by written Task Order or Notice to Proceed for Land Development Services. No overhead or other expenses can be recovered for interim periods when the Consultant’s services are not utilized by the City/District. Invoices for amounts in excess of each Task Order shall not be paid unless the performance of services and/or reimbursement of costs and expenses in excess of said amounts have been approved in advance of performing such services or incurring such costs and expenses by CITY’s Manager (for contracts less than $50,000) or CITY Board (for contracts $50,000 or more) evidenced by motion duly made and carried and a written contract amendment having been executed,.

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

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

CITY/DISTRICT will not withhold any Federal or State income taxes or Social Security tax from any payments made by CITY/DISTRICT to CONSULTANT under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums is the sole responsibility of CONSULTANT. CITY/DISTRICT has no responsibility or liability for payment of CONSULTANT’s taxes or assessments.

CONSULTANT shall pay prevailing wages to its employees on any agreement in excess of $1,000.00. Copies of the general prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Agreement, as determined by the Director of the State of California Department of Industrial Relations, are on file at the County’s Capital Projects Office and may be obtained from the California Department of Industrial Relations website [http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm]. CONSULTANT shall comply with the 8-hours per day/40 hours per week/overtime/working hours restrictions for all employees, pursuant to the California Labor Code. CONSULTANT and all subconsultants shall keep and maintain accurate employee payroll records for Work performed under the Agreement. The payroll records shall be certified and submitted as required by law, including Labor Code Sections 1771.4 (if applicable) and 1776, including to the Labor Commissioner no less frequently than monthly.

CONSULTANT shall comply fully with Labor Code Section 1777.5 in the hiring of apprentices for work relating to the Agreement. If the Agreement exceeds $2,000 and is funded with federal funds, then CONSULTANT shall pay federal Davis Bacon wages and comply with applicable federal requirements.

4. Performance of Services. No work shall be performed under this Agreement except to the extent the CONSULTANT receives a Task Order from the CITY/DISTRICT’s Authorized Representative. The CITY/DISTRICT will request proposals from the CONSULTANT for each Task Order when services are needed. CONSULTANT shall respond with a scope and cost proposal in a reasonably prompt manner, no later than fifteen (15) calendar days after CITY/DISTRICT’s request. Such proposal shall include a description of the services to be performed thereunder, the maximum compensation and reimbursement of costs and expenses payable therefor, the time of performance thereof, and such other matters as the parties deem appropriate for the accomplishment of such services. Upon the approval of the terms of the proposal by CITY/DISTRICT’s Manager (for contracts less than $50,000) or CITY Council/ DISTRICT Board (for contracts $50,000 or more) by motion duly made and carried, the CITY/DISTRICT's Authorized Representative shall issue a Task Order against this agreement.

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

5. Records and Audit. CONSULTANT shall keep and maintain accurate records of all time expended

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4 and costs and expenses incurred relating to services to be performed by CONSULTANT hereunder.

Said records shall be available to CITY/DISTRICT for review and copying during regular business hours at CONSULTANT’s place of business or as otherwise agreed upon by the parties.

CONSULTANT shall prepare and maintain all writings, documents and records prepared or compiled in connection with the performance of this Agreement for a minimum of four (4) years from the termination or completion of this Agreement. This includes any handwriting, typewriting, printing, photo static, photographing and every other means of recording upon any tangible thing, any form of communication or representation including letters, words, pictures, sounds or symbols or any combination thereof.

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

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

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

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

CONSULTANT represents that it possesses all necessary training, licenses, certificates, and permits required by the federal, state, CITY/DISTRICT or municipal governments to perform the Services.

Such licenses, certificates and permits must be valid at the time CONSULTANT enters into this Agreement and must be maintained during the term of this Agreement in full force and effect.

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

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

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

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

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5 preparation and delivery to CITY/DISTRICT, become the property of CITY/DISTRICT.

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

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

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

11. Indemnity.
(a) To the fullest extent allowed by law (including without limitation California Civil Code Sections 2782 and 2782.8), CONSULTANT shall defend, indemnify, and hold harmless City of Foster City and Estero Municipal Improvement District, its officers, directors, officials, agents, employees, and volunteers (collectively, “Indemnitees”) from and against any and all claims, suits, expenses, liability, cause of action, loss, cost, damage, injury (including, without limitation, economic harm, injury to or death of any person, including an employee of CONSULTANT or its Subconsultants), of every kind, nature, and description, at law or equity, (including without limitation, incidental and consequential damages, court costs, attorneys’ fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation) (collectively “Liabilities”), that arise out of, pertain to, or relate to any negligence, recklessness, or willful misconduct of CONSULTANT, any Subconsultant, anyone directly or indirectly employed or retained by them, or anyone that they control. CONSULTANT’s obligations to indemnify, defend, hold harmless the Indemnitees shall not apply to the extent that such Liabilities are caused in whole or in part by the sole negligence, active negligence, or willful misconduct of such Indemnitee but shall apply to all other Liabilities.

If CONSULTANT is a “design professional,” as defined in California Civil Code Section 2782.8(c), CONSULTANT shall indemnify, defend, and hold the Indemnitees harmless against Liability only to the extent such Liability arises out of, pertains to, or relates to CONSULTANT’s negligence, recklessness, or willful misconduct. In such an event, the cost to defend charged to CONSULTANT shall not exceed CONSULTANT’s proportionate percentage of fault. (b) Intellectual Property Indemnification. CONSULTANT represents that professional services provided by CONSULTANT pursuant to this Agreement does not infringe on any other copyrighted work or intellectual property owned by others. CONSULTANT shall defend, indemnify and hold harmless CITY/DISTRICT from all Liabilities, that may at any time arise for any infringement of the patent rights, copyright, trade secret, trade name, trademark, service mark or any other proprietary right of any person or persons in arising from or relating to CONSULTANT’s services provided to CITY/DISTRICT under this Agreement.
(c) CITY/DISTRICT shall include a provision in the construction contract with the general contractor on the Project requiring the general contractor to indemnify CONSULTANT for damages resulting from the negligence of the general contractor and its subcontractors. CITY/DISTRICT shall

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6 also include a provision in the construction contract with the general contractor on the Project requiring the general contractor to name CONSULTANT as an additional insured on its Comprehensive General Liability insurance coverage. If CONSULTANT has the opportunity to review the construction contract prior to bidding, CITY/DISTRICT shall have no responsibility for the inadvertent omission of such provisions.
(d) CONSULTANT shall place in its agreements with Subconsultants and cause its Subconsultants to agree to the indemnification and insurance provisions in this Agreement in favor of CITY/DISTRICT and the Indemnitees in the exact form and substance as those contained in this Agreement.
(e) CITY/DISTRICT acknowledges that the discovery, presence, handling or removal of asbestos products, polychlorinated biphenyl (PCB) or other hazardous substances which may presently exist at the any Project site is outside of CONSULTANT’s responsibilities and is not included in the scope of Services CONSULTANT is to perform nor included in CONSULTANT’s insurance. CITY/DISTRICT shall hire hazardous materials consultant if the Project requires the testing or remediation of hazardous substances. CONSULTANT shall not be responsible or be involved in any way with the discovery, presence, handling or removal of such materials.

CONSULTANT shall, however, be responsible for the coordination of CONSULTANT’s services and work with the work of CITY/DISTRICT’s hazardous materials consultants. (f) Duty to Cooperate. CONSULTANT shall notify CITY/DISTRICT immediately in writing of any claim or damage related to activities or services performed under this Agreement.

CONSULTANT shall cooperate with CITY/DISTRICT in the investigation and disposition of all Liabilities arising out of the activities or services under this Agreement. Without limiting the foregoing, CONSULTANT shall take all steps necessary to assist CITY/DISTRICT in the defense of any and all Liabilities brought by a contractor hired to construct the Project regarding any errors, flaws, and/or omissions in the plans or specifications of the Project. Any additional services or work under this paragraph shall be compensated as Additional Services.

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

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

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

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

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

CITY: City of Foster City
610 Foster City Boulevard
Foster City, CA 94404-2299
Attention: Director of Public Works
CONSULTANT: HydroScience Engineers, Inc.
741 Allston Way
Berkeley, CA 97410

16. Assignment. This is an agreement for the personal services of CONSULTANT. CITY/DISTRICT has relied upon the skills, knowledge, experience and training of CONSULTANT and the CONSULTANT’s firm, associates and employees as an inducement to enter into this Agreement.

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

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

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

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

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

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

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

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

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

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

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

These conflict of interest, confidentiality and future service provisions and limitations shall remain fully effective indefinitely after termination of services and work to CITY/DISTRICT hereunder.

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

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

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written

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9 by their respective officers duly authorized in that behalf.

CITY OF FOSTER CITY/ESTERO MUNICIPAL

IMPROVEMENT DISTRICT
Dated: _________________________________
Art Keisel, Mayor/President
ATTEST:

Dated: ________________________________
Priscilla Schaus, City Clerk/District Secretary

APPROVED AS TO FORM
Dated:

Benjamin Stock,
City Attorney/District Legal Counsel

CONSULTANT
Dated:

Curtis Lam, P.E.,
President

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10 EXHIBIT A

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

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

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

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

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

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

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

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

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

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

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11 EXHIBIT B

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

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

SERVICES TO BE PROVIDED
This is an Exhibit attached to and made a part of and incorporated by reference to the Agreement dated July 20, 2026, by and between HydroScience Engineers, Inc., hereinafter referred to as "CONSULTANT" and the City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "CITY/DISTRICT" providing for professional services.

1. Basic Services:

The Consultant shall provide professional engineering and related technical services to support the City on an as-needed basis.

Services may include, but are not limited to:
1) Engineering design and preparation of plans, specifications, and construction cost estimates 2) Preliminary design, planning, and feasibility studies. 3) Cost estimation (for budget and construction changes) 4) Project closeout and warranty inspections
5) Design document review for coordination, constructability, and completeness 6) Preparation of engineering reports, studies, grant applications, and technical memorandums 7) Condition assessments and capital improvement planning 8) NPDES Program support Public Outreach support and stakeholder coordination 9) Private Land Development studies and review.
10) Tentative, final maps, subdivision maps, easement review 11) Staff augmentation
12) Attendance at meetings, presentations, and coordination with regulatory agencies. 13) Emergency engineering support and response services 14) Other professional engineering, technical advisory, and related services as requested.

The services described above are representative of the types of work that may be assigned and are not intended to be allinclusive. The City may request additional services that are consistent with the Consultant's professional qualifications and expertise. Specific tasks, deliverables, schedules, staffing, and compensation shall be authorized by the City through written Task Orders issued under this Agreement. The Consultant shall perform only those services authorized in an approved Task Order unless otherwise directed in writing by the City.

PAYMENTS

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

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

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

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

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

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

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

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

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

PROJECTS AND SCHEDULE
To be determined by Task Order

END OF EXHIBIT B

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13 EXHIBIT C

FEE SCHEDULE

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19 EXHIBIT D

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

This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated July 20, 2026, by and between HydroScience Engineers, Inc., hereinafter referred to as "Consultant”, and City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "City/District", providing for professional services.

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

1.1 Insurance Requirements
☒ Commercial General Liability Insurance
Commercial General Liability Insurance including, but not limited to, Contractual Liability Insurance (specifically concerning the indemnity provisions of this Agreement with the City/District), Products-Completed Operations Hazard, liability for slander, false arrest and invasion of privacy arising out of professional services rendered hereunder, Personal Injury (including bodily injury and death), and Property Damage for liability arising out of Consultant's performance of services under this Agreement. The Commercial General Liability insurance shall contain no exclusions or limitation for independent contractors working on the behalf of the named insured.

Consultant shall maintain the Products-Completed Operations Hazard coverage for the longest period allowed by law following termination of this Agreement. The amount of said insurance coverage required by this Agreement shall be the policy limits, which shall be at least two million dollars ($2,000,000) each occurrence and four million dollars ($4,000,000) aggregate.
*Please note, the City/District will require a separate additional insured endorsement for the Commercial General Liability policy, listing the “City of Foster City/Estero Municipal Improvement District, its Council/Board members, officials, agents, officers, volunteers and employees”.

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☒ Business Automobile Liability Insurance
Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering any vehicle and/or all owned, leased, hired and non-owned vehicles used in the performance of Services pursuant to this Agreement with coverage equal to the policy limits, which shall be at least two million dollars ($1,000,000) each occurrence.
☒ Workers' Compensation Insurance
Consultant shall submit written proof that Consultant is insured against liability for workers' compensation in accordance with the provisions of section 3700 of the California Labor Code. Consultant shall require any Subconsultants to provide workers' compensation for all of the Subconsultants' employees, unless the Subconsultants' employees are covered by the insurance afforded by Consultant. If any class of employees engaged in work or services performed under this Agreement is not covered by California Labor Code section 3700, Consultant shall provide and/or require each Subconsultant to provide adequate insurance for the coverage of employees not otherwise covered. Consultant shall also maintain employer's liability insurance with limits of one million dollars ($1,000,000) for bodily injury or disease.
☒ Professional Liability Insurance
Professional Liability (Errors and Omissions) Insurance, for liability arising out of, or in connection with, all negligent acts, errors or omissions in connection with services to be provided under this Agreement, with no exclusion for claims of one insured against another insured, with coverage equal to the policy limits, which shall not be less than two million dollars ($2,000,000) per occurrence and two million dollars ($2,000,000) aggregate.

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

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

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

3. Insurance terms and conditions:

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

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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/District Risk Manager.

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

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

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

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

3.7 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/District may (but is under no obligation to) secure project-specific insurance, wrap-up insurance, or administer an owner-controlled insurance program ("OCIP"), in which case Consultant and its subconsultants shall communicate this fact to their insurance carriers and request that the risk of this project be excluded from their practice policies.

Consultant's fees under this Agreement (and the fee of its subconsultants under subconsultant agreements) shall be reduced by the amount of insurance premiums that may be avoided by consultant and its subconsultants by virtue of the City/District's obtaining the project-specific insurance, wrap-up insurance or administering an OCIP, and the exclusion of this project from coverage of Consultant's and subconsultants policies. Construction Manager and its subconsultants shall afford City/District access to their books and records and cooperate with City/District in verifying the amount of savings realized.

ATTACHED

1. Insurance Coverage Form

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

Named Insured: Effective Work Date(s):

Description of Work/Locations/Vehicles:

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

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

Other:

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

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

Professional Liability:

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

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

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

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

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

Nothing herein contained shall vary, alter or extend any provision or condition of the Policy other

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than as above stated.

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

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

ADDRESS:

TELEPHONE: ( ) DATE ISSUED:

END OF EXHIBIT D

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1 MASTER PROFESSIONAL SERVICES AGREEMENT
FOR

ON-CALL ENGINEERING SERVICES
This Agreement is made and entered into as of the 20th day of July 2026 by and between the City of Foster City/Estero Municipal Improvement District hereinafter called "CITY/DISTRICT" and Carollo Engineers, Inc., hereinafter called "CONSULTANT".

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

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

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

TERMS AND CONDITIONS

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

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

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

1. Term; Termination.
(a) The term of this Agreement shall commence upon the date hereinabove written and shall expire upon completion of performance of services hereunder by CONSULTANT. Initial contract period shall be from July 20, 2026, to July 19, 2029. The contract may be renewed subsequently in one5.10 Attachment 11 - Master Professional Services Agreement - Carollo Engineers 359
2 year increments as follows: The second contract period will be from July 20, 2029 to July 19 2030.

The third contract period will be from July 20, 2030 to July 19 2031. Renewal shall be by mutual consent of CONSULTANT AND CITY/DISTRICT as approved by the City Council/District Board.

CONSULTANT shall not commence Services or work until a Notice to Proceed is issued by CITY/DISTRICT.
(b) Notwithstanding the provisions of (a) above, CITY/DISTRICT may with or without cause, direct CONSULTANT to suspend, delay or interrupt Services, in whole or in part, for such periods of time as CITY/DISTRICT may determine in its sole discretion.

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

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

Notwithstanding the foregoing, the combined total of compensation and reimbursement of costs payable hereunder shall not exceed the total amount identified in all Task Orders issued by the City/District against this agreement. The Consultant shall only be paid for services performed under this Agreement to the extent authorized by written Task Order or Notice to Proceed for Land Development Services. No overhead or other expenses can be recovered for interim periods when the Consultant’s services are not utilized by the City/District. Invoices for amounts in excess of each Task Order shall not be paid unless the performance of services and/or reimbursement of costs and expenses in excess of said amounts have been approved in advance of performing such services or incurring such costs and expenses by CITY’s Manager (for contracts less than $50,000) or CITY Board (for contracts $50,000 or more) evidenced by motion duly made and carried and a written contract amendment having been executed,.

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

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

CITY/DISTRICT will not withhold any Federal or State income taxes or Social Security tax from any payments made by CITY/DISTRICT to CONSULTANT under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums is the sole responsibility of CONSULTANT. CITY/DISTRICT has no responsibility or liability for payment of CONSULTANT’s taxes or assessments.

CONSULTANT shall pay prevailing wages to its employees on any agreement in excess of $1,000.00. Copies of the general prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Agreement, as determined by the Director of the State of California Department of Industrial Relations, are on file at the County’s Capital Projects Office and may be obtained from the California Department of Industrial Relations website [http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm]. CONSULTANT shall comply with the 8-hours per day/40 hours per week/overtime/working hours restrictions for all employees, pursuant to the California Labor Code. CONSULTANT and all subconsultants shall keep and maintain accurate employee payroll records for Work performed under the Agreement. The payroll records shall be certified and submitted as required by law, including Labor Code Sections 1771.4 (if applicable) and 1776, including to the Labor Commissioner no less frequently than monthly.

CONSULTANT shall comply fully with Labor Code Section 1777.5 in the hiring of apprentices for work relating to the Agreement. If the Agreement exceeds $2,000 and is funded with federal funds, then CONSULTANT shall pay federal Davis Bacon wages and comply with applicable federal requirements.

4. Performance of Services. No work shall be performed under this Agreement except to the extent the CONSULTANT receives a Task Order from the CITY/DISTRICT’s Authorized Representative. The CITY/DISTRICT will request proposals from the CONSULTANT for each Task Order when services are needed. CONSULTANT shall respond with a scope and cost proposal in a reasonably prompt manner, no later than fifteen (15) calendar days after CITY/DISTRICT’s request. Such proposal shall include a description of the services to be performed thereunder, the maximum compensation and reimbursement of costs and expenses payable therefor, the time of performance thereof, and such other matters as the parties deem appropriate for the accomplishment of such services. Upon the approval of the terms of the proposal by CITY/DISTRICT’s Manager (for contracts less than $50,000) or CITY Council/ DISTRICT Board (for contracts $50,000 or more) by motion duly made and carried, the CITY/DISTRICT's Authorized Representative shall issue a Task Order against this agreement.

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

5. Records and Audit. CONSULTANT shall keep and maintain accurate records of all time expended

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4 and costs and expenses incurred relating to services to be performed by CONSULTANT hereunder.

Said records shall be available to CITY/DISTRICT for review and copying during regular business hours at CONSULTANT’s place of business or as otherwise agreed upon by the parties.

CONSULTANT shall prepare and maintain all writings, documents and records prepared or compiled in connection with the performance of this Agreement for a minimum of four (4) years from the termination or completion of this Agreement. This includes any handwriting, typewriting, printing, photo static, photographing and every other means of recording upon any tangible thing, any form of communication or representation including letters, words, pictures, sounds or symbols or any combination thereof.

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

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

7. Reliance on Professional Skill of CONSULTANT. CONSULTANT represents that it has the necessary professional skills to perform the services required and the CITY/DISTRICT shall rely on such skills of the CONSULTANT to do and perform the work. In performing services hereunder CONSULTANT shall adhere to the standards generally prevailing for the performance of consulting services similar to those to be performed by CONSULTANT hereunder. In providing opinions of cost, financial analyses, economic feasibility projections, schedules, and quantity and/or quality estimates for potential projects, CONSULTANT has no control over cost or price of labor and material; unknown or latent conditions of existing equipment or structures that may affect operation and maintenance costs; competitive bidding procedures and market conditions; time or quality of performance of third parties; quality, type, management, or direction of operating personnel; the incoming water quality and/or quantity; the way CITY/DISTRICT’s plant(s) and/or associated processes are operated and/or maintained; and other economic and operational factors that may materially affect the ultimate project elements, including, but not limited to, cost or schedule. Therefore, CONSULTANT makes no warranty that CITY/DISTRICT’s actual project costs, financial aspects, economic feasibility, schedules, and/or quantities or quality realized will not vary from CONSULTANT’s opinions, analyses, projections, or estimates

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

CONSULTANT represents that it possesses all necessary training, licenses, certificates, and permits required by the federal, state, CITY/DISTRICT or municipal governments to perform the Services.

Such licenses, certificates and permits must be valid at the time CONSULTANT enters into this Agreement and must be maintained during the term of this Agreement in full force and effect.

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

CONSULTANT represents that its performance of the Services will conform to the standards of practice of a professional having experience and in performing professional services of like nature

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5 and complexity of the Services working on similar, projects under the same of similar circumstances in the State of California.

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

8. Documents. The CITY/DISTRTCT shall furnish the CONSULTANT available studies, reports and other data pertinent to CONSULTANT's services; obtain or authorize CONSULTANT to obtain or provide additional reports and data as required; furnish to CONSULTANT services of others required for the performance of CONSULTANT's services hereunder, and CONSULTANT shall be entitled to use and reasonably rely upon all such information and services provided by CITY/DISTRTCT or others in performing CONSULTANT's services under this Agreement.

All documents, plans, drawings, renderings, and other papers, or copies thereof, as finally rendered, prepared by CONSULTANT pursuant to the terms of this Agreement, shall, upon preparation and delivery to CITY/DISTRICT, become the property of CITY/DISTRICT. Documents, including drawings and specifications, prepared by CONSULTANT pursuant to this Agreement are not intended or represented to be suitable for reuse by CITY/DISTRCT on any other project. Any reuse of completed documents or use of partially completed documents without written verification or concurrence by CONSULTANT for the specific purpose intended will be at CITY/DISTRCT's sole risk and without liability or legal exposure to CONSULTANT.

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

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

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

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

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6 (collectively “Liabilities”), that arise out of, pertain to, or relate to any negligence, recklessness, or willful misconduct of CONSULTANT, any Subconsultant, anyone directly or indirectly employed or retained by them, or anyone that they control. CONSULTANT’s obligations to indemnify, defend, hold harmless the Indemnitees shall not apply to the extent that such Liabilities are caused in whole or in part by the sole negligence, active negligence, or willful misconduct of such Indemnitee but shall apply to all other Liabilities.

If CONSULTANT is a “design professional,” as defined in California Civil Code Section 2782.8(c), CONSULTANT shall indemnify, defend, and hold the Indemnitees harmless against Liability only to the extent such Liability arises out of, pertains to, or relates to CONSULTANT’s negligence, recklessness, or willful misconduct. In such an event, the cost to defend charged to CONSULTANT shall not exceed CONSULTANT’s proportionate percentage of fault.

The CONSULTANT shall not be responsible for warranties, guarantees, fitness for a particular purpose, breach of fiduciary duty, loss of anticipated profits or for economic, incidental, liquidated, or consequential damages to the CITY/DISTRCTI or any third party arising out of breach of contract, delay, termination, or for any other reason whatsoever. Additionally, CONSULTANT shall not be responsible for acts and decisions of third parties, including governmental agencies, other than CONSULTANT’s subconsultants, that impact project completion and/or success. (b) Intellectual Property Indemnification. CONSULTANT represents that professional services provided by CONSULTANT pursuant to this Agreement does not infringe on any other copyrighted work or intellectual property owned by others. CONSULTANT shall defend, indemnify and hold harmless CITY/DISTRICT from all Liabilities, that may at any time arise for any infringement of the patent rights, copyright, trade secret, trade name, trademark, service mark or any other proprietary right of any person or persons in arising from or relating to CONSULTANT’s services provided to CITY/DISTRICT under this Agreement.
(c) CITY/DISTRICT shall include a provision in the construction contract with the general contractor on the Project requiring the general contractor to indemnify CONSULTANT for damages resulting from the negligence of the general contractor and its subcontractors. CITY/DISTRICT shall also include a provision in the construction contract with the general contractor on the Project requiring the general contractor to name CONSULTANT as an additional insured on its Comprehensive General Liability insurance coverage. If CONSULTANT has the opportunity to review the construction contract prior to bidding, CITY/DISTRICT shall have no responsibility for the inadvertent omission of such provisions.
(d) CONSULTANT shall place in its agreements with Subconsultants and cause its Subconsultants to agree to the indemnification and insurance provisions in this Agreement in favor of CITY/DISTRICT and the Indemnitees in the exact form and substance as those contained in this Agreement.
(e) CITY/DISTRICT acknowledges that the discovery, presence, handling or removal of asbestos products, polychlorinated biphenyl (PCB) or other hazardous substances which may presently exist at the any Project site is outside of CONSULTANT’s responsibilities and is not included in the scope of Services CONSULTANT is to perform nor included in CONSULTANT’s insurance. CITY/DISTRICT shall hire hazardous materials consultant if the Project requires the testing or remediation of hazardous substances. CONSULTANT shall not be responsible or be involved in any way with the discovery, presence, handling or removal of such materials.

CONSULTANT shall, however, be responsible for the coordination of CONSULTANT’s services and work with the work of CITY/DISTRICT’s hazardous materials consultants.

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7 (f) Duty to Cooperate. CONSULTANT shall notify CITY/DISTRICT immediately in writing of any claim or damage related to activities or services performed under this Agreement.

CONSULTANT shall cooperate with CITY/DISTRICT in the investigation and disposition of all Liabilities arising out of the activities or services under this Agreement. Without limiting the foregoing, CONSULTANT shall take all steps necessary to assist CITY/DISTRICT in the defense of any and all Liabilities brought by a contractor hired to construct the Project regarding any errors, flaws, and/or omissions in the plans or specifications of the Project. Any additional services or work under this paragraph shall be compensated as Additional Services.

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

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

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

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

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

CITY: City of Foster City
610 Foster City Boulevard
Foster City, CA 94404-2299

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8 Attention: Director of Public Works
CONSULTANT: Carollo Engineers, Inc.
2795 Mitchell Drive
Walnut Creek, California 94598

16. Assignment. This is an agreement for the personal services of CONSULTANT. CITY/DISTRICT has relied upon the skills, knowledge, experience and training of CONSULTANT and the CONSULTANT’s firm, associates and employees as an inducement to enter into this Agreement.

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

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

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

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

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

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

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

CITY/DISTRICT shall not be responsible for any damage to persons or property as a result of the use, misuse or failure of any equipment used by CONSULTANT, or by any of its employees, even though such equipment be furnished, rented or loaned to CONSULTANT by CITY/DISTRICT. The

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9 acceptance or use of such equipment by CONSULTANT or any of its employees shall be construed to mean that CONSULTANT accepts full responsibility for and shall exonerate, indemnify, defend and save harmless CITY/DISTRICT from and against any and all claims for any damage or injury of any type, including attorneys' fees, arising from the use, misuse or failure of such equipment, whether such damage be to the CONSULTANT, its employees, CITY/DISTRICT employees or third parties, or to property belonging to any of the above.

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

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

These conflict of interest, confidentiality and future service provisions and limitations shall remain fully effective indefinitely after termination of services and work to CITY/DISTRICT hereunder.

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

25. Third Parties. The services to be performed by CONSULTANT are intended solely for the benefit of the CITY/DISTRICT. No person or entity not a signatory to this Agreement shall be entitled to rely on the CONSULTANT's performance of its services hereunder, and no right to assert a claim against the CONSULTANT by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of the CONSULTANT's services hereunder.

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

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

CITY OF FOSTER CITY/ESTERO MUNICIPAL

IMPROVEMENT DISTRICT
Dated: _________________________________
Art Keisel, Mayor/President
ATTEST:

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10 Dated: ________________________________
Priscilla Schaus, City Clerk/District Secretary

APPROVED AS TO FORM
Dated:

Benjamin Stock,
City Attorney/District Legal Counsel

CONSULTANT
Dated:

Tim Lopez, P.E.

President

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11 EXHIBIT A

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

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

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

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

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

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

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

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

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

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

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12 EXHIBIT B

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

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

SERVICES TO BE PROVIDED
This is an Exhibit attached to and made a part of and incorporated by reference to the Agreement dated July 20, 2026, by and between Carollo Engineers, Inc., hereinafter referred to as "CONSULTANT" and the City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "CITY/DISTRICT" providing for professional services.

1. Basic Services:

The Consultant shall provide professional engineering and related technical services to support the City on an as-needed basis.

Services may include, but are not limited to:
1) Engineering design and preparation of plans, specifications, and construction cost estimates 2) Preliminary design, planning, and feasibility studies. 3) Cost estimation (for budget and construction changes) 4) Project closeout and warranty inspections
5) Design document review for coordination, constructability, and completeness 6) Preparation of engineering reports, studies, grant applications, and technical memorandums 7) Condition assessments and capital improvement planning 8) NPDES Program support Public Outreach support and stakeholder coordination 9) Private Land Development studies and review.
10) Tentative, final maps, subdivision maps, easement review 11) Staff augmentation
12) Attendance at meetings, presentations, and coordination with regulatory agencies. 13) Emergency engineering support and response services 14) Other professional engineering, technical advisory, and related services as requested.

The services described above are representative of the types of work that may be assigned and are not intended to be allinclusive. The City may request additional services that are consistent with the Consultant's professional qualifications and expertise. Specific tasks, deliverables, schedules, staffing, and compensation shall be authorized by the City through written Task Orders issued under this Agreement. The Consultant shall perform only those services authorized in an approved Task Order unless otherwise directed in writing by the City.

PAYMENTS

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

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

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

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

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

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

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

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

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

PROJECTS AND SCHEDULE
To be determined by Task Order

END OF EXHIBIT B

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14 EXHIBIT C

FEE SCHEDULE

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16 EXHIBIT D

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

This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated July 20, 2026, by and between Carollo Engineers, Inc., hereinafter referred to as "Consultant”, and City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "City/District", providing for professional services.

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

1.1 Insurance Requirements
☒ Commercial General Liability Insurance
Commercial General Liability Insurance including, but not limited to, Contractual Liability Insurance (specifically concerning the indemnity provisions of this Agreement with the City/District), Products-Completed Operations Hazard, liability for slander, false arrest and invasion of privacy arising out of professional services rendered hereunder, Personal Injury (including bodily injury and death), and Property Damage for liability arising out of Consultant's performance of services under this Agreement. The Commercial General Liability insurance shall contain no exclusions or limitation for independent contractors working on the behalf of the named insured.

Consultant shall maintain the Products-Completed Operations Hazard coverage for the longest period allowed by law following termination of this Agreement. The amount of said insurance coverage required by this Agreement shall be the policy limits, which shall be at least two million dollars ($2,000,000) each occurrence and four million dollars ($4,000,000) aggregate.
*Please note, the City/District will require a separate additional insured endorsement for the Commercial General Liability policy, listing the “City of Foster City/Estero Municipal Improvement District, its Council/Board members, officials, agents, officers, volunteers and employees”.

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☒ Business Automobile Liability Insurance
Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering any vehicle and/or all owned, leased, hired and non-owned vehicles used in the performance of Services pursuant to this Agreement with coverage equal to the policy limits, which shall be at least two million dollars ($1,000,000) each occurrence.
☒ Workers' Compensation Insurance
Consultant shall submit written proof that Consultant is insured against liability for workers' compensation in accordance with the provisions of section 3700 of the California Labor Code. Consultant shall require any Subconsultants to provide workers' compensation for all of the Subconsultants' employees, unless the Subconsultants' employees are covered by the insurance afforded by Consultant. If any class of employees engaged in work or services performed under this Agreement is not covered by California Labor Code section 3700, Consultant shall provide and/or require each Subconsultant to provide adequate insurance for the coverage of employees not otherwise covered. Consultant shall also maintain employer's liability insurance with limits of one million dollars ($1,000,000) for bodily injury or disease.
☒ Professional Liability Insurance
Professional Liability (Errors and Omissions) Insurance, for liability arising out of, or in connection with, all negligent acts, errors or omissions in connection with services to be provided under this Agreement, with no exclusion for claims of one insured against another insured, with coverage equal to the policy limits, which shall not be less than two million dollars ($2,000,000) per claim and two million dollars ($2,000,000) aggregate.

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

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

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

3. Insurance terms and conditions:

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

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3.2 All insurance shall be issued by a company or companies authorized 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/District Risk Manager.

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

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

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

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

3.7 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/District may (but is under no obligation to) secure project-specific insurance, wrap-up insurance, or administer an owner-controlled insurance program ("OCIP"), in which case Consultant and its subconsultants shall communicate this fact to their insurance carriers and request that the risk of this project be excluded from their practice policies.

Consultant's fees under this Agreement (and the fee of its subconsultants under subconsultant agreements) shall be reduced by the amount of insurance premiums that may be avoided by consultant and its subconsultants by virtue of the City/District's obtaining the project-specific insurance, wrap-up insurance or administering an OCIP, and the exclusion of this project from coverage of Consultant's and subconsultants policies. Construction Manager and its subconsultants shall afford City/District access to their books and records and cooperate with City/District in verifying the amount of savings realized.

ATTACHED

1. Insurance Coverage Form

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

Named Insured: Effective Work Date(s):

Description of Work/Locations/Vehicles:

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

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

Other:

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

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

Professional Liability:

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

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

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

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

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

Nothing herein contained shall vary, alter or extend any provision or condition of the Policy other

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than as above stated.

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

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

ADDRESS:

TELEPHONE: ( ) DATE ISSUED:

END OF EXHIBIT D

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1 MASTER PROFESSIONAL SERVICES AGREEMENT
FOR

ON-CALL ENGINEERING SERVICES
This Agreement is made and entered into as of the 20th day of July 2026 by and between the City of Foster City/Estero Municipal Improvement District hereinafter called "CITY/DISTRICT" and Schaaf & Wheeler, hereinafter called "CONSULTANT".

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

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

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

TERMS AND CONDITIONS

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

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

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

1. Term; Termination.
(a) The term of this Agreement shall commence upon the date hereinabove written and shall expire upon completion of performance of services hereunder by CONSULTANT. Initial contract period shall be from July 20, 2026, to July 19, 2029. The contract may be renewed subsequently in one5.10 Attachment 12 - Master Professional Services Agreement - Schaaf & Wheeler Consulting Civil Engineers
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2 year increments as follows: The second contract period will be from July 20, 2029 to July 19 2030.

The third contract period will be from July 20, 2030 to July 19 2031. Renewal shall be by mutual consent of CONSULTANT AND CITY/DISTRICT as approved by the City Council/District Board.

CONSULTANT shall not commence Services or work until a Notice to Proceed is issued by CITY/DISTRICT.
(b) Notwithstanding the provisions of (a) above, CITY/DISTRICT may with or without cause, direct CONSULTANT to suspend, delay or interrupt Services, in whole or in part, for such periods of time as CITY/DISTRICT may determine in its sole discretion.

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

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

Notwithstanding the foregoing, the combined total of compensation and reimbursement of costs payable hereunder shall not exceed the total amount identified in all Task Orders issued by the City/District against this agreement. The Consultant shall only be paid for services performed under this Agreement to the extent authorized by written Task Order or Notice to Proceed for Land Development Services. No overhead or other expenses can be recovered for interim periods when the Consultant’s services are not utilized by the City/District. Invoices for amounts in excess of each Task Order shall not be paid unless the performance of services and/or reimbursement of costs and expenses in excess of said amounts have been approved in advance of performing such services or incurring such costs and expenses by CITY’s Manager (for contracts less than $50,000) or CITY Board (for contracts $50,000 or more) evidenced by motion duly made and carried and a written contract amendment having been executed,.

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

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

CITY/DISTRICT will not withhold any Federal or State income taxes or Social Security tax from any payments made by CITY/DISTRICT to CONSULTANT under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums is the sole responsibility of CONSULTANT. CITY/DISTRICT has no responsibility or liability for payment of CONSULTANT’s taxes or assessments.

CONSULTANT shall pay prevailing wages to its employees on any agreement in excess of $1,000.00. Copies of the general prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Agreement, as determined by the Director of the State of California Department of Industrial Relations, are on file at the County’s Capital Projects Office and may be obtained from the California Department of Industrial Relations website [http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm]. CONSULTANT shall comply with the 8-hours per day/40 hours per week/overtime/working hours restrictions for all employees, pursuant to the California Labor Code. CONSULTANT and all subconsultants shall keep and maintain accurate employee payroll records for Work performed under the Agreement. The payroll records shall be certified and submitted as required by law, including Labor Code Sections 1771.4 (if applicable) and 1776, including to the Labor Commissioner no less frequently than monthly.

CONSULTANT shall comply fully with Labor Code Section 1777.5 in the hiring of apprentices for work relating to the Agreement. If the Agreement exceeds $2,000 and is funded with federal funds, then CONSULTANT shall pay federal Davis Bacon wages and comply with applicable federal requirements.

4. Performance of Services. No work shall be performed under this Agreement except to the extent the CONSULTANT receives a Task Order from the CITY/DISTRICT’s Authorized Representative. The CITY/DISTRICT will request proposals from the CONSULTANT for each Task Order when services are needed. CONSULTANT shall respond with a scope and cost proposal in a reasonably prompt manner, no later than fifteen (15) calendar days after CITY/DISTRICT’s request. Such proposal shall include a description of the services to be performed thereunder, the maximum compensation and reimbursement of costs and expenses payable therefor, the time of performance thereof, and such other matters as the parties deem appropriate for the accomplishment of such services. Upon the approval of the terms of the proposal by CITY/DISTRICT’s Manager (for contracts less than $50,000) or CITY Council/ DISTRICT Board (for contracts $50,000 or more) by motion duly made and carried, the CITY/DISTRICT's Authorized Representative shall issue a Task Order against this agreement.

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

5. Records and Audit. CONSULTANT shall keep and maintain accurate records of all time expended

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4 and costs and expenses incurred relating to services to be performed by CONSULTANT hereunder.

Said records shall be available to CITY/DISTRICT for review and copying during regular business hours at CONSULTANT’s place of business or as otherwise agreed upon by the parties.

CONSULTANT shall prepare and maintain all writings, documents and records prepared or compiled in connection with the performance of this Agreement for a minimum of four (4) years from the termination or completion of this Agreement. This includes any handwriting, typewriting, printing, photo static, photographing and every other means of recording upon any tangible thing, any form of communication or representation including letters, words, pictures, sounds or symbols or any combination thereof.

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

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

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

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

CONSULTANT represents that it possesses all necessary training, licenses, certificates, and permits required by the federal, state, CITY/DISTRICT or municipal governments to perform the Services.

Such licenses, certificates and permits must be valid at the time CONSULTANT enters into this Agreement and must be maintained during the term of this Agreement in full force and effect.

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

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

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

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

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5 preparation and delivery to CITY/DISTRICT, become the property of CITY/DISTRICT.

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

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

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

11. Indemnity.
(a) To the fullest extent allowed by law (including without limitation California Civil Code Sections 2782 and 2782.8), CONSULTANT shall defend, indemnify, and hold harmless City of Foster City and Estero Municipal Improvement District, its officers, directors, officials, agents, employees, and volunteers (collectively, “Indemnitees”) from and against any and all claims, suits, expenses, liability, cause of action, loss, cost, damage, injury (including, without limitation, economic harm, injury to or death of any person, including an employee of CONSULTANT or its Subconsultants), of every kind, nature, and description, at law or equity, (including without limitation, incidental and consequential damages, court costs, attorneys’ fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation) (collectively “Liabilities”), that arise out of, pertain to, or relate to any negligence, recklessness, or willful misconduct of CONSULTANT, any Subconsultant, anyone directly or indirectly employed or retained by them, or anyone that they control. CONSULTANT’s obligations to indemnify, defend, hold harmless the Indemnitees shall not apply to the extent that such Liabilities are caused in whole or in part by the sole negligence, active negligence, or willful misconduct of such Indemnitee but shall apply to all other Liabilities.

If CONSULTANT is a “design professional,” as defined in California Civil Code Section 2782.8(c), CONSULTANT shall indemnify, defend, and hold the Indemnitees harmless against Liability only to the extent such Liability arises out of, pertains to, or relates to CONSULTANT’s negligence, recklessness, or willful misconduct. In such an event, the cost to defend charged to CONSULTANT shall not exceed CONSULTANT’s proportionate percentage of fault. (b) Intellectual Property Indemnification. CONSULTANT represents that professional services provided by CONSULTANT pursuant to this Agreement does not infringe on any other copyrighted work or intellectual property owned by others. CONSULTANT shall defend, indemnify and hold harmless CITY/DISTRICT from all Liabilities, that may at any time arise for any infringement of the patent rights, copyright, trade secret, trade name, trademark, service mark or any other proprietary right of any person or persons in arising from or relating to CONSULTANT’s services provided to CITY/DISTRICT under this Agreement.
(c) CITY/DISTRICT shall include a provision in the construction contract with the general contractor on the Project requiring the general contractor to indemnify CONSULTANT for damages resulting from the negligence of the general contractor and its subcontractors. CITY/DISTRICT shall

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6 also include a provision in the construction contract with the general contractor on the Project requiring the general contractor to name CONSULTANT as an additional insured on its Comprehensive General Liability insurance coverage. If CONSULTANT has the opportunity to review the construction contract prior to bidding, CITY/DISTRICT shall have no responsibility for the inadvertent omission of such provisions.
(d) CONSULTANT shall place in its agreements with Subconsultants and cause its Subconsultants to agree to the indemnification and insurance provisions in this Agreement in favor of CITY/DISTRICT and the Indemnitees in the exact form and substance as those contained in this Agreement.
(e) CITY/DISTRICT acknowledges that the discovery, presence, handling or removal of asbestos products, polychlorinated biphenyl (PCB) or other hazardous substances which may presently exist at the any Project site is outside of CONSULTANT’s responsibilities and is not included in the scope of Services CONSULTANT is to perform nor included in CONSULTANT’s insurance. CITY/DISTRICT shall hire hazardous materials consultant if the Project requires the testing or remediation of hazardous substances. CONSULTANT shall not be responsible or be involved in any way with the discovery, presence, handling or removal of such materials.

CONSULTANT shall, however, be responsible for the coordination of CONSULTANT’s services and work with the work of CITY/DISTRICT’s hazardous materials consultants. (f) Duty to Cooperate. CONSULTANT shall notify CITY/DISTRICT immediately in writing of any claim or damage related to activities or services performed under this Agreement.

CONSULTANT shall cooperate with CITY/DISTRICT in the investigation and disposition of all Liabilities arising out of the activities or services under this Agreement. Without limiting the foregoing, CONSULTANT shall take all steps necessary to assist CITY/DISTRICT in the defense of any and all Liabilities brought by a contractor hired to construct the Project regarding any errors, flaws, and/or omissions in the plans or specifications of the Project. Any additional services or work under this paragraph shall be compensated as Additional Services.

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

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

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

5.10 Attachment 12 - Master Professional Services Agreement - Schaaf & Wheeler Consulting Civil Engineers
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7 14. NON-DISCRIMINATION. The CONSULTANT will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. The CONSULTANT will take affirmative action to ensure that applicants are employed, and the employees are treated during employment without regard to their race, color, religion, sex or national origin. Such action shall include, but not be limited to the following: employment, advancement, demotion, transfer, recruitment, or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT shall at all times be in compliance with the requirements of the Federal Americans With Disabilities Act (Public Law 101-336) which prohibits discrimination on the basis of disability by public entities. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY/DISTRICT setting forth the provisions of this nondiscrimination clause.

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